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                          PURCHASE AND SALE AGREEMENT


                                    BETWEEN


                    SOUTHERN PACIFIC TRANSPORTATION COMPANY


                                      AND


                         THE DENVER ARENA COMPANY, LLC


                                  MAY 7, 1997

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                                TABLE OF CONTENTS
                                                                            PAGE


PURCHASE AND SALE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . .   1

RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

PURCHASE AND SALE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE 1:  PURCHASE AND SALE. . . . . . . . . . . . . . . . . . . . . . . .   1
      1.1    Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . .   1
      1.2    Purchase Price; Earnest Money Deposit . . . . . . . . . . . . .   2
      1.3    Adjustments and Costs . . . . . . . . . . . . . . . . . . . . .   2

ARTICLE 2:  TITLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
      2.1    Permitted Exceptions. . . . . . . . . . . . . . . . . . . . . .   4
      2.2    Title Report and Documents; Title Policy. . . . . . . . . . . .   5
      2.3    Title Conveyed. . . . . . . . . . . . . . . . . . . . . . . . .   7

ARTICLE 3:  INFORMATION, INSPECTION, AND DEVELOPMENT APPROVALS . . . . . . .   7
      3.1    Information . . . . . . . . . . . . . . . . . . . . . . . . . .   7
      3.2    Buyer's Rights to Enter the Property. . . . . . . . . . . . . .   7
      3.3    Zoning and Development Approvals. . . . . . . . . . . . . . . .  10
      3.4    Confidentiality . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE 4:  CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . . . . .  11
      4.1    Buyer's Conditions. . . . . . . . . . . . . . . . . . . . . . .  11
      4.2    Seller's Conditions . . . . . . . . . . . . . . . . . . . . . .  13
      4.3    Termination for Failure of Condition. . . . . . . . . . . . . .  13
      4.4    Effect of Default . . . . . . . . . . . . . . . . . . . . . . .  13
      4.5    Environmental Responsibility Agreement. . . . . . . . . . . . .  14

ARTICLE 5:  REPRESENTATIONS AND WARRANTIES; COVENANTS. . . . . . . . . . . .  14
      5.1    Seller's Representations and Warranties . . . . . . . . . . . .  14
      5.2    No Other Warranties . . . . . . . . . . . . . . . . . . . . . .  17
      5.3    Buyer's Representations and Warranties. . . . . . . . . . . . .  17
      5.4    Pre-Closing Covenants of Seller . . . . . . . . . . . . . . . .  18
      5.5    Compliance with NCP . . . . . . . . . . . . . . . . . . . . . .  19
      5.6    Insurance; Indemnities. . . . . . . . . . . . . . . . . . . . .  20
      5.7    Hart-Scott-Rodino . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE 6:  CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
      6.1    Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
      6.2    Closing Obligations of the Parties. . . . . . . . . . . . . . .  21

ARTICLE 7:  RISK OF LOSS . . . . . . . . . . . . . . . . . . . . . . . . . .  24

ARTICLE 8:  DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . .  24
      8.1    Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
      8.2    Costs of Enforcement. . . . . . . . . . . . . . . . . . . . . .  25
      8.3    Termination . . . . . . . . . . . . . . . . . . . . . . . . . .  25

ARTICLE 9:  POST-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . .  26

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      9.1    Further Assurances. . . . . . . . . . . . . . . . . . . . . . .  26
      9.2    Removal of Railroad Tracks. . . . . . . . . . . . . . . . . . .  26

ARTICLE 10. ENVIRONMENTAL CLEANUP MATTERS. . . . . . . . . . . . . . . . . .  27
      10.1   Contamination . . . . . . . . . . . . . . . . . . . . . . . . .  27

ARTICLE 11: FLOOD PLAIN MATTERS. . . . . . . . . . . . . . . . . . . . . . .  27
      11.1   Flood Plain . . . . . . . . . . . . . . . . . . . . . . . . . .  27
      11.2   Grading Plan. . . . . . . . . . . . . . . . . . . . . . . . . .  27
      11.3   Allocation of Costs Under the Grading Plan. . . . . . . . . . .  27

ARTICLE 12: INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . .  28
      12.1   Indemnity by Seller . . . . . . . . . . . . . . . . . . . . . .  28
      12.2   Indemnification by Buyer. . . . . . . . . . . . . . . . . . . .  28
      12.3   Access and Cooperation. . . . . . . . . . . . . . . . . . . . .  28
      12.4   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .  29
      12.5   Defense of Indemnified Claims . . . . . . . . . . . . . . . . .  29

ARTICLE 13: INTERPRETATION OF AGREEMENT. . . . . . . . . . . . . . . . . . .  30
      13.1   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .  30
      13.2   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
      13.3   Effect of Agreement . . . . . . . . . . . . . . . . . . . . . .  30
      13.4   Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
      13.5   Prior Agreement . . . . . . . . . . . . . . . . . . . . . . . .  30

ARTICLE 14: MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . .  31
      14.1   Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
      14.2   No Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . .  31
      14.3   No Assignment . . . . . . . . . . . . . . . . . . . . . . . . .  31
      14.4   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
      14.5   No Recording. . . . . . . . . . . . . . . . . . . . . . . . . .  33
      14.6   Days. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
      14.7   Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . .  33
      14.8   Execution . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

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                           PURCHASE AND SALE AGREEMENT

     This PURCHASE AND SALE AGREEMENT (the "Agreement"), dated May __, 1997, 
is entered into by and between SOUTHERN PACIFIC TRANSPORTATION COMPANY, a 
Delaware corporation ("Seller"), and THE DENVER ARENA COMPANY, LLC, a 
Colorado limited liability company ("Buyer").

                                    RECITALS

A.   Seller owns certain real property and related improvements located in the
     City and County of Denver, State of Colorado, further described as the
     "Property" in Article 1 of this Agreement.

B.   Seller desires to sell the Property, and Buyer desires to purchase the
     Property from Seller, free and clear of all liens, encumbrances,
     liabilities, duties and obligations except those specifically assumed or
     consented to by Buyer as set forth in this Agreement.

C.   Buyer is purchasing the Property to construct a sports and entertainment
     complex consisting of an arena, production facilities, retail facilities
     and parking lot and other uses (the "Project"), all as described in the
     City and County of Denver, Application for Zone Map Amendment, a copy of
     which is attached hereto as EXHIBIT "A", together with the map submitted
     therewith and described in EXHIBIT A, and together with the engineering
     drawings described on EXHIBIT "A" (together called the "PUD Application").

NOW, THEREFORE, in consideration of the promises and agreements contained
herein, the sufficiency of which is hereby acknowledged by both parties, Seller
and Buyer hereby agree as follows:

                           PURCHASE AND SALE AGREEMENT

ARTICLE 1:  PURCHASE AND SALE

1.1  PURCHASE AND SALE.  Subject to the terms and conditions of this Agreement,
     Seller shall sell and convey, and Buyer shall purchase and pay for, all of
     Seller's interest in the following described property (all of which are
     referred to herein collectively as the "Property"):

    (a)  the parcels of land comprising approximately 48.7101 acres located in
         the City and County of Denver, State of Colorado, which are more
         particularly described on EXHIBIT "B" attached hereto and by this
         reference made a part hereof (the "Land");

    (b)  all strips and gores of land belonging, relating or appertaining to
         the Land;

    (c)  all buildings and structures located on the Land, including all
         permanent fixtures and equipment located thereon and permanently
         affixed to and forming an integral part of such buildings and
         structures (the "Improvements");

    (d)  all easements and other appurtenances to or benefitting the Land and
         Improvements;

    (e)  all leases listed on EXHIBIT "C" attached hereto (the "Leases");

    (f)  to the extent the same are related to the Land and may be transferred
         by Seller to Buyer, any licenses, permits, and similar agreements
         benefitting the Property to which Seller is a party, and Seller's
         interest as licensor in all licenses and agreements granted for use of
         the Land for utility lines and similar purposes, including those not
         of record, including without limitation those licenses, permits, and
         similar agreements and those licenses and agreements burdening the
         Property listed on EXHIBIT "D" attached hereto  ("Other Agreements");
         and

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    (g)  any prepaid rents under the Leases for periods occurring after the
         Closing Date and all security deposits made by tenants under the
         Leases, if any.

    Notwithstanding the foregoing, the Improvements and the Property shall not
    include the following property (collectively called the "Retained
    Property"): (x) all railroad tracks located on the Land (which railroad
    tracks include, for purposes hereof, all appurtenances thereto and all
    rails and fastenings, switches and frogs, bumpers, ties, and signalling
    devices (collectively called the "Railroad Improvements"), (y) all
    buildings and structures (including related fixtures, equipment, and
    appurtenances) which Seller is obligated to remove as provided for herein,
    and (z) all personal property, including all fixtures and equipment,
    located on the Land which are not part of the Improvements.

1.2 PURCHASE PRICE; EARNEST MONEY DEPOSIT.  The purchase price for the Property
    (the "Purchase Price") shall be Twenty Million Dollars ($20,000,000). 
    Simultaneously herewith, Buyer shall pay to Seller Seven Hundred Fifty
    Thousand Dollars ($750,000) as an earnest money deposit for the purchase of
    the Property (the "Deposit").  The Deposit shall be credited against the
    Purchase Price at the Closing, and the balance of the Purchase Price shall
    be payable by Buyer to Seller at the Closing as provided in Article 6,
    after credit for the adjustments set forth in Section 1.3, by immediately
    available funds delivered by wire transfer as directed by Seller.  Except
    as provided in Section 8.3, the Deposit shall be non-refundable in the
    event the Closing does not occur.

1.3 ADJUSTMENTS AND COSTS.  The amount of the Purchase Price due at Closing
    shall be subject to the following adjustments and prorations:

    (a)  REAL PROPERTY TAXES AND ASSESSMENTS.  Seller shall pay all real
         property taxes and special assessments (including penalties and
         interest) allocable to the Property for tax years prior to the year of
         Closing.  Real property taxes and assessments for the current tax year
         shall be prorated between the parties as of the Closing Date, with the
         amount of such taxes to be based upon taxes for the current year or,
         if not then known, taxes for the prior year.  Buyer shall receive a
         credit against the Purchase Price for Seller's share of any unpaid
         taxes and assessments.  Real property taxes and assessments for the
         current year and all subsequent tax years shall be paid by the Buyer. 
         If such taxes and assessments for a subsequent tax year are levied
         against Seller, Seller shall forward the tax bill to Buyer for payment
         directly by Buyer.

         To the extent that the Property has previously been taxed by the State
         of Colorado under a unified system applicable to railroad properties,
         and the City of Denver subsequently taxes the Property separately,
         such taxes shall be payable by Buyer only to the extent attributable
         to periods after Closing.

         In the event there is any supplemental assessment that relates to a
         time period prior to the Closing Date, it shall be paid by Seller
         unless, and only to the extent that, it is attributable to a change in
         use by Buyer after the Closing Date, in which case Buyer shall pay the
         incremental amount of any such taxes that are assessed and
         attributable to such change in use.

    (b)  RENTS.  All rents and other income, if any, from the Property and
         expenses, if any, relating to the Leases on the Property shall be
         prorated between Buyer and Seller as of the Closing Date.  Seller
         shall retain the right to collect rents for periods prior to the
         Closing Date, and if Buyer collects any rents due under the Leases for
         periods prior to the Closing Date, Buyer shall promptly remit to
         Seller all such amounts.  All security deposits and advance rents
         attributable to periods subsequent to the Closing Date received by
         Seller under any Leases as of the Closing Date shall be transferred by
         Seller to Buyer at Closing.  Buyer shall assume any obligations
         relating to, and indemnify and hold Seller harmless from and against
         any claims made against Seller for, such security deposits and advance
         rents actually transferred to Buyer.

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    (c)  UTILITIES CHARGES.  Seller shall pay all utility charges and other
         operating expenses for the Property attributable to the period prior
         to the Closing Date and Buyer shall pay all of the same attributable
         to all periods thereafter.  All accounts for water, sewer, gas,
         electrical, telephone and other public utilities payable by Seller
         affecting the Property shall be closed effective as of the Closing
         Date.

    (d)  INSURANCE.  Insurance policies shall not be assigned to Buyer, and
         Seller may cancel the coverage provided thereby at the Closing.  Each
         party shall be responsible for carrying any insurance coverage it
         deems to be appropriate for the period during which such party owns
         the Property and otherwise.

    (e)  PERSONAL PROPERTY TAXES.  Because no personal property is included in
         the Property, the parties believe that no sales or use tax will be
         payable on the sale of the Property.  Buyer shall be responsible for
         the payment of any such tax which is payable.

    (f)  RECORDING AND RELATED FEES.  Buyer shall pay all recording fees,
         filing fees, and documentary fees, and similar fees and taxes payable
         in connection with transfer of the Property.

    (g)  NORMAL CLOSING COSTS.  Seller and Buyer shall each pay any fees, costs
         and expenses incurred by such party in connection with the transaction
         contemplated by this Agreement and not otherwise adjusted or allocated
         as set forth in this Section 1.3 or as otherwise provided in this
         Agreement.

    The obligations of the parties under this Section 1.3 shall survive the
    Closing.

ARTICLE 2:  TITLE

2.1 PERMITTED EXCEPTIONS.  For purposes of this Agreement, "Permitted
    Exceptions" shall mean:

    (a)  a lien for real property taxes and assessments for the current year,
         not yet due and payable;

    (b)  the Leases;

    (c)  liens or encumbrances arising out of any activity of Buyer or its
         agents with respect to the Land;

    (d)  easements, dedications and other matters of record granted or created
         or proposed to be granted or created pursuant to the PUD Application
         or any other document filed or submitted by Buyer in connection with
         obtaining any governmental approvals necessary for construction of the
         Project;

    (e)  the Other Agreements (to the extent the same create burdens on the
         Land or restrict the use thereof);

    (f)  those exceptions to title listed in the Title Report (as defined in
         Section 2.2);

    (g)  all encroachments, easements, and other matters shown on the Survey
         (as defined in Section 2.2), regardless of whether the same are of
         record or are otherwise evidenced by any document of record; and

    (h)  the claim of Alpen Construction Company and/or Anthony Brake to an
         adverse possessory interest in a portion the part of the Property
         described in EXHIBIT "B" under the heading "Parcel 3";

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    (i)  such other exceptions as Buyer shall from time to time accept or be
         deemed to have accepted as hereinafter provided.

    Those Permitted Exceptions referred to in Subsections (a) through (h) of
    this Section 2.1 are hereinafter called the "Identified Exceptions."

2.2  TITLE REPORT AND DOCUMENTS; TITLE POLICY.

    (a)  TITLE REPORT.  Prior to the date hereof, Seller, at its expense, has
         delivered to Buyer a Commitment for Title Insurance (File
         No. 8288 CM C2) (as the same may be amended or supplemented, the
         "Title Report") for the Property issued by North American Title
         Company of Colorado (the "Title Company"), as agent for First American
         Title Insurance Company, together with legible copies of all documents
         evidencing exceptions to title shown therein or otherwise affecting
         the Property referred to in such Title Report (the "Title Exception
         Documents").  On or before Closing, Seller shall cause the Title
         Report to be endorsed or reissued so as to change the effective date
         to a date not earlier than ten (10) business days prior to Closing,
         and to conform to the requirements set forth in Paragraphs 1, 2, and 5
         of EXHIBIT "E" hereto.  Seller and Buyer shall cooperate together to
         try to cause the Title Policy, when issued, to limit Exception 30, as
         listed in the Title Report, to those leases then in effect which
         affect the Property.  Seller and Buyer shall cooperate together to try
         to cause the Title Company to issue endorsements to the Title Report
         or to reissue the Title Report to effect the remaining changes in the
         Title Report proposed by EXHIBIT "E"; provided that, in the event that
         the Title Company refuses to issue endorsements or to reissue the
         Title Report to effect such changes on or before June 15, 1997, Buyer
         may terminate this Agreement with the effect provided in Section 8.3.

    (b)  SURVEY.  Seller has, prior to the date hereof, provided Buyer with a
         copy of a survey of the Property prepared by Benchmark Surveying, Ltd.
         and identified as Job No. 3531, dated October 1, 1994, and revised
         November 16, 1994, November 30, 1994, and December 19, 1994 (the
         "Survey").  The Title Report includes all exceptions required on
         account of the encroachments, easements and other matters shown in the
         Survey.

    (c)  INCREASE OF COVERAGE.  Seller shall cooperate with Buyer as Buyer
         reasonably requests to obtain from the Title Company (at Buyer's
         expense), endorsements and other additions to the Title Report,
         pursuant to which:

              (i)       The Title Report is supplemented to provide for the
                        increase of the amount of the Title Policy from time to
                        time as construction proceeds on the Project and
                        providing for the increase of the amount of the Title
                        Policy from time to time in effect to the sum of
                        (y) $20,000,000 plus (z) the amount expended by Buyer
                        from time to time in the construction of the Project. 

              (ii)      The Title Report is supplemented by the addition of
                        such coinsurors and reinsurers acceptable to Buyer, as
                        shall be necessary so that none of the Title Company
                        and such reinsurers and coinsurors is committed to a
                        portion of the risk under the Title Policy (as
                        ultimately increased) which exceeds such title
                        company's normal, self-imposed insurance limits as to
                        any single policy.

    (d)  PERIODIC UPDATES.  Seller shall, from time to time, provide Buyer with
         updates of the Title Report, which shall show the status of the title
         to the Property as of a current date.  In the event that any update of
         the Title Report shall show any exception to title to the Property
         which is not an Identified Exception and which has not previously been
         accepted by Buyer as a Permitted Exception, Buyer may give notice to
         Seller objecting thereto within ten business days after receipt of the
         updated Title Report first disclosing such exception.  If Buyer fails
         to object to any 


                                      -4-
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         exception by notice given within such period of ten business days, 
         Buyer shall be deemed to have accepted the same as an additional 
         Permitted Exception.  In the event that Buyer timely objects to any 
         such new or newly disclosed title exception, Seller shall at its 
         expense and in a manner and form acceptable to Buyer, cure any such 
         title exception that arises from a voluntary act of Seller (not 
         including any actions taken by or at the instance of Buyer) 
         occurring after March 27, 1996; provided that, as to any such 
         exception that is a monetary lien, Seller may, at its option, defer 
         the cure of any such monetary lien to the date of the Closing Date 
         or any prior date.  In the event of any other new or newly 
         disclosed title exception to which Buyer makes timely objection, 
         Buyer and Seller will attempt to agree on a time and manner for 
         curing such title exception, but in the event that they do not 
         agree, Buyer shall have the right to terminate this Agreement with 
         the effect provided in Section 8.3.

    (e)  UNDERTAKING.  At Closing, Seller, at its expense, shall cause the
         Title Company to deliver its written undertaking (the "Undertaking"),
         unconditionally agreeing to issue the Title Policy to Buyer, insuring
         good and marketable title to the Property in Buyer in the amount of
         $20,000,000, subject only to the Permitted Exceptions, in the form
         provided for herein and with such endorsements as shall be necessary
         to commit the Title Company to the increases of the amount of the
         insurance and to the reinsurance and coinsurance provisions provided
         in Section 2.2(c) and which have been agreed to by the Title Company,
         and such additional endorsements that Buyer or the Buyer's lenders may
         reasonably request and which have been agreed to by the Title Company.

    (f)  PAYMENT OF PREMIUM.  At the Closing, Seller shall pay the premium for
         the Title Policy to the Title Company; provided that Seller shall be
         responsible for the premium only for $20,000,000 of coverage, and
         Buyer shall be responsible for all costs of coverage in excess of
         $20,000,000 and for the costs of any endorsements not required in
         connection with the cure of any title exception that is made the
         responsibility of Seller under Section 2.2(d).

    (g)  TAX CERTIFICATE.  Seller has delivered a certificate or certificates
         of taxes due covering the Property and issued by the Treasurer of the
         City and County of Denver, Colorado, and, upon request of Buyer prior
         to Closing, shall deliver updated certificates of taxes due.

    (h)  NO FURTHER TITLE EXCEPTIONS.  So long as this Agreement continues in
         effect, Seller shall not, without the prior written consent of Buyer,
         sell, transfer, convey, lease, or create easements or other exceptions
         to title to the Property, or otherwise cloud title to the Property.  

2.3  TITLE CONVEYED.

    At the Closing, Seller shall convey and Buyer shall accept good and
    marketable title to the Property subject only to the Permitted Exceptions.

ARTICLE 3:  INFORMATION, INSPECTION, AND DEVELOPMENT APPROVALS

3.1 INFORMATION.  Prior to the execution of this Agreement, Seller has
    delivered to Buyer:

    (a)  a true and correct copy of the Leases, the Other Agreements, the Title
         Report, the Title Exception Documents, and the Survey, and all
         amendments and/or supplements thereto; and

    (b)  all environmental studies and reports in the possession or under the
         control of Seller relating to the Property, all of which are listed on
         EXHIBIT "F" attached hereto (collectively, the "Seller Environmental
         Reports").

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3.2  BUYER'S RIGHTS TO ENTER THE PROPERTY.

    Prior to Closing, Buyer's rights to enter onto the Property shall be
    governed by the following provisions:

    (a)  ENTRY FOR TESTING AND INSPECTION.  Subject to the provisions of any of
         the Leases, upon and subject to making prior arrangements with Seller
         (which Seller may not delay beyond the second business day after
         request to Seller is made), Buyer's Representatives (as defined below)
         may enter onto the Property at all reasonable times to make tests,
         surveys, studies and inspections in connection with the purchase of
         the Property by Buyer and in connection with preparations for
         construction of the Project which will occur after the Closing. 
         Seller or Seller's agents or employees shall be entitled to accompany
         Buyer's Representatives onto the Property pursuant to this
         Section 3.2(a).  Any entry by Buyer's Representatives pursuant to this
         Section 3.2(a) shall be made in a manner that results in the least
         interference with the use of the Property by Seller or any third party
         and with any activities on the Property by Seller or any third party. 
         "Buyer's Representatives" means Buyer; Buyer's agents, advisers,
         contractors, consultants and other representatives (collectively,
         "Buyer's Agents"); potential lenders to Buyer ("Lenders"); and
         representatives of, or advisers or consultants for, Lenders ("Lenders'
         Agents"). 

    (b)  EXTENT OF BUYER'S INVESTIGATIONS.  Buyer or Lenders shall have the
         right, at Buyer's sole cost and expense except and to the extent, if
         any, as otherwise specifically provided in this Agreement, to conduct
         such studies, evaluations, audits or surveys as Buyer or Lenders deem
         appropriate (collectively, the "Buyer Environmental Surveys"), subject
         to the other provisions of this Agreement and to the following terms
         and conditions:

              (i)    Seller shall have the right to approve, review and
                     monitor any and all physical tests, studies and
                     procedures in or about the Property which are made or
                     implemented in connection with any Buyer Environmental
                     Surveys, including, without limitation, the review and
                     approval of the number, type, extent and location of
                     any test or monitoring wells or drillings.

              (ii)   Except as required by law, Buyer's Representatives
                     shall not make any contacts or communications to any
                     governmental agency, department, district or board in
                     connection with any Buyer Environmental Surveys without
                     the prior written approval of Seller, such approval not
                     to be unreasonably withheld or delayed.

              (iii)  Prior to the issuance of any final report by any
                     consultant to Buyer or Lenders, Seller shall be given
                     the opportunity to make comments, question and offer
                     recommendations to the Buyer's consultants or Lenders
                     preparing such reports.

              (iv)   Buyer shall provide all of Buyer's Agents, Lenders and
                     Lenders' Agents with a copy of this Section 3.2 and
                     obtain the agreement of each such person or entity to
                     abide by the terms and conditions hereof.

         Buyer's obligations under this Section 3.2(b) shall survive the
         Closing and the termination of this Agreement.

    (c)  ENTRY FOR SITE PREPARATION WORK.  Seller shall not unreasonably
         withhold its approval of any request by Buyer for Buyer and its
         contractors to enter onto the Land for purposes of commencing site
         preparation for construction of the sports arena, including without
         limitation, excavation and filling necessary for construction of the
         floor underlying the ice rink in the arena, 

                                      -6-
<PAGE>

         and implementation of the Grading Plan (as defined in Section 
         11.2).  Seller hereby approves Buyer's entry for purposes of 
         performing the activities described on EXHIBIT "G" attached hereto. 

    (d)  INSURANCE.  Prior to any entry by Buyer's Representatives, Buyer shall
         (i) arrange for and cause to be maintained in full force and effect a
         policy of comprehensive general liability insurance, with broad form
         liability endorsement, having a combined single limit of not less than
         Two Million Dollars ($2,000,000) per occurrence, and (ii) furnish to
         Seller a certificate of such insurance which names Seller as an
         additional insured and provides that such policy shall not be canceled
         or amended without thirty (30) days' prior written notice to Seller. 
         Buyer's obligations under this Section 3.2(d) shall survive the
         Closing and any termination of this Agreement.

    (e)  BUYER'S COSTS.  Except as otherwise expressly provided in this
         Agreement, all costs incurred in connection with tests, surveys,
         studies, inspections, reviews, approvals, determinations,
         applications, site work, and any other work made by Buyer or Buyer's
         Representatives under this Agreement or otherwise shall be the sole
         responsibility of and be paid by Buyer.  In the event of the
         recordation of any claim or lien against the Property for materials
         supplied or labor or professional services performed on behalf of
         Buyer, Buyer shall promptly discharge such lien at Buyer's sole cost
         and expense.  Buyer's obligations under this Section 3.2(e) shall
         survive the Closing and the termination of this Agreement.  Nothing
         contained in this paragraph shall be interpreted as modifying or
         otherwise affecting the provisions of the Environmental Responsibility
         Agreement (as hereinafter defined).

    (f)  COPIES OF ALL REPORTS.  Buyer shall provide to Seller a copy of each
         technical report, study, survey, and any similar document obtained by
         Buyer in connection with its investigation of the Property prior to
         the Closing (whether preliminary, interim, or final in nature), all of
         which shall be provided to Seller promptly after the same have been
         received by Buyer at no cost to Seller.  Buyer's obligations under
         this Section 3.2(f) shall survive the Closing and any termination of
         this Agreement.

    (g)  INDEMNIFICATION OF SELLER.  Buyer shall indemnify and defend Seller
         against, and hold Seller and the Property harmless from and against,
         any and all costs, expenses (including, without limitation, reasonable
         attorneys' fees), damages, claims, liabilities, liens, encumbrances
         and charges arising out of the entry of Buyer's Representatives upon
         the Property, unless and to the extent that any such matters arise
         from the negligence of Seller or Seller's agents.  The obligations of
         Buyer under this Section 3.2(g) shall survive the Closing and the
         termination of this Agreement.

    (h)  RESTORATION OF PROPERTY.  In the event that the Closing does not occur
         for any reason, Buyer shall at its expense fill any wells, test
         drillings or other holes created by Buyer's Representatives, and shall
         flatten and rough grade the surface of the Land disturbed by the
         Buyer's entry or tests.  The obligations of Buyer under this
         Section 3.2(h) shall survive the Closing and the termination of this
         Agreement.

3.3 ZONING AND DEVELOPMENT APPROVALS.  Buyer anticipates that the Property will
    need to be rezoned and that other development approvals will be required
    for the Project.  In order to proceed timely with the Project, prior to the
    date hereof, Buyer has, jointly with Seller, submitted the PUD Application
    and also anticipates that prior to Closing Buyer will want to proceed with
    additional applications, for example, for the vacation of existing streets
    and alleys on the Property and for the replatting of the Property.  The PUD
    Application, any additional applications, and amendments or supplements to
    any of the foregoing and any commitments made in connection with any of the
    foregoing are referred to collectively as the "Planning Documents" and the
    rezoning, replatting, and other approval processes are hereinafter called
    the "Approval Processes."

                                      -7-
<PAGE>

     Buyer shall be permitted, prior to Closing, to proceed with the Planning
     Documents and Approval Processes as required for the Project, subject to
     the following provisions:

     (a)  If reasonably requested in any instance by Buyer or Seller, Seller as
          well as Buyer shall be named as the applicant on the Planning
          Documents and in all Approval Processes.

     (b)  No Planning Document shall be submitted to any government entity until
          approved in writing by Seller as to form and content, which approval
          shall not be unreasonably withheld or delayed.

     (c)  Prior to the Closing, no Planning Document shall be permitted to be
          completed, so as to be binding on the Property without Seller's
          written approval, which may be withheld in Seller's discretion. 
          Subject to the foregoing, Seller shall cooperate with Buyer in
          obtaining necessary approvals of the Planning Documents.

     (d)  Buyer and Seller shall each keep the other informed of any material
          developments in connection with the Planning Documents of which such
          party becomes aware.

     (e)  Except as otherwise specifically provided in this Agreement or the
          Environmental Responsibility Agreement, Buyer shall pay for all of the
          costs of preparing, submitting and processing the Planning Documents,
          and all costs incurred in connection with the Approval Processes,
          including, without limitation, application fees, professional fees,
          and any required bonds, letters of credit, dedications, and
          improvements.  Seller shall not have any responsibility for such
          costs, and Buyer shall indemnify Seller from and against any such
          costs.

     (f)  In the event that the Closing does not occur, except to the extent
          otherwise requested by Seller, Buyer shall, at no cost to Seller, take
          all measures necessary to withdraw all of the Planning Documents and
          terminate the Approval Processes.  Buyer shall indemnify Seller
          against all costs incurred in doing so and against any changes or
          damages to the Property (excluding any changes to the real property
          tax status of the Property) which cannot be reversed by withdrawing
          the Planning Documents and terminating the Approval Processes.

     The obligations of Buyer under this Section 3.3 shall survive the Closing
     and any termination of this Agreement.

3.4  CONFIDENTIALITY.  Except as required by law, Buyer shall and shall cause
     Buyer's Representatives to maintain in confidence any and all information,
     reports, evaluations and surveys generated in connection with their
     investigation of the Property and Buyer shall not and shall cause Buyer's
     Representatives not to make any disclosure of any such information,
     reports, evaluations and surveys to any other person or entity without the
     prior written approval of Seller, such approval not to be unreasonably
     withheld or delayed; provided, however, Buyer may disclose such information
     to representatives of the City and County of Denver, other governmental
     organizations or Lenders, if relevant, in the reasonable judgment of Buyer,
     to negotiations regarding construction, use or financing of the Project. 
     In the event the sale of the Property from Seller to Buyer contemplated
     hereby is not, for any reason, closed, Buyer shall, upon request from
     Seller, return to Seller or cause to be destroyed all information Buyer has
     received from Seller with respect to the Property (including any such
     information which Buyer has provided to Buyer's Representatives), and shall
     not retain any copies thereof or permit any such person to retain any
     copies thereof.  The provisions of this Section 3.4 shall survive the
     Closing and any termination of this Agreement.  Buyer shall provide all of
     Buyer's Representatives with a copy of this Section 3.4 and obtain the
     agreement of each such Buyer's Representative to comply with the terms and
     conditions hereof.

                                     -8- 
<PAGE>

ARTICLE 4:  CONDITIONS TO CLOSING

4.1  BUYER'S CONDITIONS.  Buyer's obligation to purchase the Property is
     expressly conditioned upon satisfaction of each of the following conditions
     prior to Closing: 

     (a)  FINANCIAL.  Buyer shall have obtained financing for the construction
          of the Project on terms and conditions satisfactory to Buyer in its
          sole discretion, provided that Buyer has used good faith efforts to
          obtain such financing.

     (b)  CONSENTS.  Seller shall have delivered to Buyer evidence of the
          consent of any person or entity whose consent is required for the
          purchase of the Property by Buyer from Seller.  

     (c)  NO MATERIAL ADVERSE CHANGE.  There shall have been no material and
          adverse change in the physical condition of the Property between the
          date hereof and Closing.

     (d)  PERFORMANCE.  Seller shall have performed and observed all of its
          covenants, agreements and obligations contained in this Agreement.

     (e)  WARRANTIES AND REPRESENTATIONS CORRECT.  All the representations and
          warranties of Seller contained in this Agreement shall have been true
          and correct when made and shall be true and correct on and as of
          Closing as if then made or given.

     (f)  RELEASE OF NUGGETS.  The City and County of Denver shall have released
          The Denver Nuggets Limited Partnership from its obligations under the
          Basketball Agreement dated July 15, 1992 on terms and conditions
          satisfactory to Buyer in its sole discretion.

     (g)  REZONING.  Buyer shall have obtained final approvals of all the
          Planning Documents.

     (h)  CITY APPROVALS.  Buyer shall have obtained all necessary approvals and
          consents from the City and County of Denver, and all agencies and
          departments thereof, and from all other governmental entities and non-
          governmental entities and persons whose consent is required to
          commence construction of the Project, all on terms and conditions
          satisfactory to Buyer in its sole discretion.

     (i)  [Intentionally deleted]

     (j)  ENVIRONMENTAL APPROVALS.  The voluntary environmental management plan
          for the Project ("VCUP") submitted to the Colorado Department of
          Public Health and the Environment ("CDPHE") by application dated
          February 21, 1995, as amended and supplemented and approved by CDPHE
          by letter dated May 12, 1995, shall be in full force and effect and
          shall not have been amended or modified in any respect, except for an
          extension of the time for completion of the VCUP and for other changes
          approved by Buyer and Seller.  The letter from the Environmental
          Protection Agency dated June 8, 1995, shall be in full force and
          effect and shall not have been amended and modified in any respect,
          except as approved by Buyer and Seller.

     (k)  APPROVAL OF GRADING PLAN.  All governmental approvals of the Grading
          Plan necessary to permit construction of the sports arena on the
          Property shall have been obtained.

     (l)  DELIVERY OF DOCUMENTS.  Seller shall have delivered the documents
          required to be delivered by it pursuant to Section 6.2(a).  


                                     -9- 
<PAGE>

     Buyer may, at its option, waive any of such conditions.  In the event that
     the condition set forth in Section 4.1(e) is not satisfied (except for
     matters not within Seller's control), Buyer may elect to close and pursue
     any right of indemnification under Section 12.1.

4.2  SELLER'S CONDITIONS.  Seller's obligation to sell the Property is expressly
     conditioned upon satisfaction of the following conditions prior to Closing:

     (a)  WARRANTIES AND REPRESENTATIONS CORRECT.  All the representations and
          warranties of Buyer contained in this Agreement shall have been true
          and correct when made and shall be true and correct on and as of
          Closing as if then made or given.

     (b)  BUYER'S PERFORMANCE.  Buyer shall have performed and observed all of
          its covenants, agreements and obligations contained in this Agreement.

     (c)  ENVIRONMENTAL APPROVALS.  The VCUP shall be in full force and effect
          and shall not have been amended or modified in any respect, except for
          an extension of the time for completion of the VCUP and for other
          changes approved by Buyer and Seller.  The letter from the
          Environmental Protection Agency dated June 8, 1995, shall be in full
          force and effect and shall not have been amended and modified in any
          respect, except as approved by Buyer and Seller.

     (d)  DELIVERY OF DOCUMENTS.  Buyer shall have delivered the documents
          required to be delivered by it pursuant to Section 6.2(b).  

     Seller may, at its option, waive any of such conditions.

4.3  TERMINATION FOR FAILURE OF CONDITION.  In the event any of the conditions
     provided in Sections 4.1 and 4.2 have not occurred and have not been waived
     by the appropriate party by the Termination Date, then, subject to
     Section 4.4, this Agreement shall automatically terminate with the effect
     provided in Section 8.3.

4.4  EFFECT OF DEFAULT.  Notwithstanding anything to the contrary contained in
     Section 4.3, if the failure of any condition listed in Section 4.1 or
     Section 4.2 also constitutes a default under any other Section in this
     Agreement, the non-defaulting party shall have the remedies set forth in
     Article 8.

4.5  ENVIRONMENTAL RESPONSIBILITY AGREEMENT.  In the event that Buyer and Seller
     shall have not have agreed upon the form of an Environmental Responsibility
     Allocation Agreement containing the terms set forth in EXHIBIT "H" (the
     "Environmental Responsibility Agreement"), by June 30, 1997, as such date
     may be extended by agreement of Buyer and Seller, Buyer or Seller may
     terminate this Agreement with the effect provided in Section 8.3.

ARTICLE 5:  REPRESENTATIONS AND WARRANTIES; COVENANTS

5.1  SELLER'S REPRESENTATIONS AND WARRANTIES.  Seller hereby represents and
     warrants to Buyer as follows:

     (a)  ORGANIZATION.  Seller is a corporation duly organized, validly
          existing and in good standing under the laws of the State of Delaware
          and has full power and authority to enter into this Agreement and to
          fulfill its obligations hereunder.

     (b)  CORPORATE APPROVALS.  Seller's board of directors has approved the
          Prior Agreement (as defined in Section 13.5) and the transaction
          contemplated by the Prior Agreement, and Seller has taken all
          corporate action necessary to authorize the execution and delivery by
          Seller of the Prior Agreement and other documents contemplated thereby
          and the performance of its obligations thereunder.  Because this
          Agreement contains terms and conditions substantially the same as

                                     -10- 
<PAGE>

          those of the Prior Agreement, no further action by Seller is required
          for this Agreement and the transactions contemplated hereby to be
          fully authorized by all necessary corporate action of Seller.

     (c)  DUE EXECUTION; BINDING AGREEMENTS.  This Agreement has been duly
          executed and delivered by Seller and all other documents contemplated
          hereby to which Seller is a party have been or will be duly executed
          (and acknowledged where necessary) and delivered by Seller, and are or
          when duly executed and delivered, will be, valid, binding and
          enforceable obligations of Seller.

     (d)  NO CONFLICT.  The execution and performance of this Agreement and the
          documents contemplated hereby, and consummation of the transactions
          contemplated hereby, do not conflict with, with or without notice or
          the passage of time or both, do not result in the breach of, and do
          not constitute a default under or violation of the terms and
          provisions of any contract, lease, agreement or obligation to which
          Seller is a party or by which Seller may be bound or of any law, rule,
          license, regulation, judgment, order or decree governing or affecting
          Seller or the Property.

     (e)  NO PENDING LITIGATION OR GOVERNMENTAL ACTION.  There is no pending or,
          to Seller's knowledge, threatened litigation, administrative action,
          condemnation by any federal or state authority, governmental
          investigation, or similar governmental action relating to the Property
          or the transactions contemplated by this Agreement, except as set
          forth on EXHIBIT "I" attached hereto.

     (f)  NO NOTICE OF VIOLATION; LICENSES.  Seller has not received any notice
          of and has no knowledge of the assertion of any violation of any law,
          rule, regulation, order or other legal action of any kind involving
          the Property which now exists or is claimed now to exist.  Seller has
          all licenses, permits, certificates, orders, approvals and authority
          from all governmental agencies that are necessary for the ownership
          and operation of the Property as it is presently operated.

     (g)  LEASES.  There are no tenancy or other agreements that affect Seller's
          current use or Buyer's intended use of the Property (other than
          agreements made by Buyer), or that otherwise burden the Property,
          other than the Leases and the Other Agreements listed on EXHIBITS "C"
          and "D".  All of the Leases are in full force and effect and were
          entered into by Seller in the ordinary course of its business.  No
          material violation by any party under any Lease has occurred, no
          tenant has paid rent for more than thirty (30) days in advance of the
          due date therefor, and no tenant has paid any security deposit except
          as disclosed on EXHIBIT "C".

     (h)  HISTORIC DESIGNATIONS.  No Improvements on the Property have been
          listed on the National Register of Historic Places or any comparable
          Colorado list, and, to Seller's knowledge, no claim has been made that
          any Improvements should be so listed.

     (i)  ENVIRONMENTAL.  Except as previously disclosed in the Seller
          Environmental Reports delivered by Buyer pursuant to Section 3.1
          above, or otherwise disclosed on EXHIBIT "F", to the actual knowledge
          of M. W. Casey and John C. Terrell, both of whom are employees or
          agents of Seller on the date hereof ("Seller's Knowledge"):

          (i)       The Property does not contain asbestos or material
                    containing asbestos.

          (ii)      The Property does not contain PCBs or PCB Items, as those
                    terms are defined in 40 C.F.R. Part 761.

          (iii)     The Property does not contain underground storage tanks, as
                    those terms are defined in 42 U.S.C. Section 6991 et seq.
                    ("Solid Waste Disposal Act"), or above-ground storage tanks.

                                     -11- 
<PAGE>

          (iv)      There is no and has been no release of petroleum into the
                    environment from an above ground or underground storage tank
                    at the Property, as those terms are defined in the Solid
                    Waste Disposal Act, nor is any petroleum otherwise present
                    on the Property.

          (v)       There is, and has been, no release or threatened release,
                    other than federally permitted releases, of hazardous
                    substances or pollutants or contaminants into the
                    environment from or through the Property as those terms are
                    defined in 42 U.S.C. Section 9601 et seq. ("CERCLA").

          (vi)      The Property is not used, and has not been used, for the
                    generation, transportation, treatment, storage or disposal
                    of hazardous substances, pollutants, or contaminants, as
                    those terms are defined in CERCLA.  As to those hazardous
                    substances, pollutants, or contaminants disposed of on, in,
                    or at the Property, the hazardous substances, pollutants, or
                    contaminants disposed of are not the subject of a release or
                    threatened release.

          (vii)     The Property is in compliance with all applicable federal,
                    state and local environmental statutes, regulations,
                    ordinances, and any permits, approvals, or judicial or
                    administrative orders issued thereunder.  All existing
                    federal, state and local environmental permits and approvals
                    applicable to the Property are listed on EXHIBIT "J"
                    attached hereto.

          (viii)    The Property contains no conditions that could result in a
                    recovery by any governmental or private party of remedial or
                    removal costs, natural resource damages, property damages,
                    damages for personal injuries, other costs, expenses or
                    damages, or could result in injunctive relief, arising from
                    any alleged injury or threat of injury to health, safety, or
                    the environment relating to the Property.

          (ix)      Any prior administrative and judicial litigation or
                    proceedings, or threats of administrative and judicial
                    litigation or proceedings, regarding environmental issues
                    have been finally resolved and there are no commitments or
                    agreements that were entered into to resolve any such
                    litigation or proceedings.

          (x)       Except for the VCUP, there have been no orders or documents
                    issued by any court or administrative agency that impose
                    environmental requirements or interpret environmental
                    requirements under any environmental statute or regulation
                    relating to the Property.

          (xi)      All appropriate inquiry into the previous ownership and uses
                    of the Property consistent with good commercial or customary
                    practice has been undertaken in an effort to minimize
                    liability.  The inquiry is adequate in light of commonly
                    known or reasonably ascertainable information about the
                    Property; the obviousness of the presence or likely presence
                    of contamination, assuming there is contamination at the
                    Property; and the ability to detect any contamination by
                    appropriate inspection.

          (xii)     Neither the Property nor any portion of the Property
                    constitutes a "wetland" subject to regulation pursuant to
                    Section 402 or Section 404 of the Federal Water Pollution
                    Control Act, or any comparable state or local law or
                    regulation.

     (j)  NO SPECIAL DISTRICT OR GOVERNMENTAL COMMITMENTS.  Except as disclosed
          on EXHIBIT "K" attached hereto, the Property is not situated within
          any special assessment district other than the districts disclosed by
          the most recent statement for real property taxes for the Property,
          nor is the Property subject to any special assessments except for
          those relating to such districts.  To 

                                     -12- 
<PAGE>

          Seller's Knowledge, there is no proposal under which the Property is 
          to be placed in any other special assessment district except for 
          proposals relating to flood plain improvement work.  Except as 
          listed on EXHIBIT "K" and except for any commitments or agreements 
          entered into by the Buyer in connection with the Project, there are
          no existing commitments or agreements with any federal, state or local
          government authority or agency affecting the Property.

     (k)  ORDINARY COURSE.  The sale of the Property contemplated hereby is a
          sale in the ordinary course of Seller's business.

     (l)  NO MISSTATEMENT.  This Agreement (including the exhibits hereto)
          contains no material misstatement of fact or omits to state any
          material fact necessary to make the statements contained therein not
          misleading.

     Seller shall from time to time notify Buyer as to any change in the status
     of any of the foregoing warranties and representations which are within
     Seller's Knowledge, promptly after the same becomes Seller's Knowledge. 
     Seller will not take any actions that would cause any of the foregoing
     representations and warranties not to be true and correct as of Closing. 
     No suit may be brought on account of any claimed breach or violation of any
     provision of this Section 5.1 unless filed and served on or before the
     third anniversary of the date of Closing.

5.2  NO OTHER WARRANTIES.  Buyer hereby acknowledges that, except for the
     warranties and representations set forth in Section 5.1 or in any document
     delivered pursuant to this Agreement, Seller is making no warranty or
     representation of any kind or nature whatsoever regarding the Property. 
     Buyer hereby acknowledges that Seller disclaims any and all express and
     implied warranties regarding the Property or the condition thereof except
     as set forth in Section 5.1 or in any document delivered pursuant to this
     Agreement.

5.3  BUYER'S REPRESENTATIONS AND WARRANTIES.  Buyer hereby represents and
     warrants to Seller as follows:

     (a)  ORGANIZATION.  Buyer is a limited liability company, organized,
          validly existing and in good standing under the laws of the State of
          Colorado.  Buyer has full power and authority to enter into this
          Agreement and to fulfill its obligations hereunder.

     (b)  AUTHORIZATION.  Buyer has taken all action necessary to authorize the
          execution and delivery of this Agreement by it and the performance of
          its obligations hereunder.

     (c)  DUE EXECUTION; BINDING AGREEMENTS.  This Agreement has been duly
          executed and delivered by Buyer and all other documents contemplated
          hereby to which Buyer is a party have been or will be duly executed
          (and acknowledged where necessary) and delivered by Buyer, and are or
          when duly executed and delivered, will be, valid, binding and
          enforceable obligations of Buyer.

     (d)  NO CONFLICT.  The execution and performance of this Agreement and the
          documents contemplated hereby do not violate or conflict with, or,
          with or without notice or the passage of time or both, result in the
          breach of, or constitute a default under or violation of the terms or
          provisions of any, and are not restricted by any, other agreement,
          lease, contract, or obligation, court order or law to which Buyer or
          any of its members is a party or by which Buyer or any of its members
          is bound or of any law, rule, license, regulation, judgment, order or
          decree governing or affecting Buyer or any of its members.

     No suit may be brought on account of any claimed breach or violation of any
     provision of this Section 5.3 unless filed and served on or before the
     third anniversary of the date of Closing.

                                     -13- 
<PAGE>

5.4  PRE-CLOSING COVENANTS OF SELLER.  Following execution of this Agreement and
     prior to Closing, Seller shall, except as otherwise expressly provided in
     this Agreement:

     (a)  ORDINARY COURSE.  Conduct any business on and operate the Property in
          the ordinary course consistent with past operations of the Property.

     (b)  CASUALTY INSURANCE.  Maintain in effect any casualty insurance
          policies insuring the Property or obtain suitable replacements
          thereof; provided that nothing contained herein shall prohibit Seller
          from self-insuring as to any casualty risk associated with the
          Property, consistent with its current practice.

     (c)  LEASES.  Not cancel, terminate or modify any existing Lease in any
          respect adverse to the lessor's interest (except in accordance with
          and as required by the provisions of any such Lease and except in
          accordance with Seller's normal business practice) without Buyer's
          prior written consent (which shall not unreasonably be withheld), not
          enter into new Leases without Buyer's prior written consent (which
          shall not be unreasonably withheld) except any Lease which may be
          terminated on not more than 30 days' notice, not accept rents under
          the Leases more than one month in advance of the date due, and perform
          the lessor's obligations under the Leases in accordance with Seller's
          established practice.

     (d)  TAXES.  Pay all taxes and assessments affecting the Property prior to
          the date such taxes and assessments are delinquent.

     (e)  COMPLIANCE WITH AGREEMENTS.  Comply in all material respects with all
          terms, conditions and provisions of all agreements affecting the
          Property and make all payments due thereunder and suffer no material
          default by Seller thereunder.

     (f)  TERMINATION OF LEASES.  At Buyer's request as to any of the Leases
          (i) which affect the part of the Property on which the Project will be
          constructed and (ii) which Leases can be terminated with the giving of
          notice by the lessor thereunder, send a notice of termination as to
          such Lease; provided that in the event that the Closing does not occur
          hereunder, as to any Lease terminated before Closing at the request of
          Buyer (including any leases required to be terminated in order for
          Buyer to perform its other obligations hereunder required to be
          performed prior to the Closing), Buyer shall reimburse Seller for the
          amount of the rent that would have been payable under that Lease
          through the balance of the term of the Lease (or if the Lease was on a
          month-to-month basis or year-to-year basis, for six months).  If any
          such notice is given by Seller at Buyer's request in accordance with
          the terms of a particular Lease and the tenant thereunder nevertheless
          asserts a claim against Seller arising out of the giving of such
          notice by Seller at Buyer's direction, Buyer shall indemnify and hold
          Seller harmless from any and all loss, liability, cost or expense
          sustained by Seller as a result thereof, including reasonable
          attorneys' fees.  Buyer's obligations under this Section 5.4(f) shall
          survive the Closing and the termination of this Agreement.

     (g)  DEMOLITION AND CLEARING.  In order to facilitate site preparation for
          construction of the sports arena by the Buyer, Seller, at its sole
          cost and expense, (i) has taken or shall, subject to obtaining any
          necessary permits, take the actions listed on EXHIBIT "L" to initiate
          work required by the VCUP; and (ii) has (A) removed all Railroad
          Improvements located on the Land which are located northeast of Ninth
          Street; (B) removed any fences from the Property and removed from the
          Land, stock piled on the Land, or destroyed all concrete docks, and
          curbs not lying in dedicated street or alley right-of-ways, located on
          the Land which are located northeast of Ninth Street; and
          (C) demolished the ESCO warehouse located along Auraria Parkway
          between 9th Street and 11th Street, and removed any foundations and
          capped any underground utilities; provided, that if Closing does not
          occur for any reason other than breach of this Agreement by 

                                     -14- 
<PAGE>

          Seller, subject to the limitation, if applicable, provided in Section 
          8.3 on Buyer's total reimbursement obligations under Section 11.3 and 
          this Section 5.4(g); Buyer shall reimburse Seller for the costs 
          incurred in taking the actions required by this Section 5.4(g).  The 
          obligations of Buyer under this Section 5.4(g) shall survive the 
          termination of this Agreement.

5.5  COMPLIANCE WITH NCP.  Seller and Buyer recognize that certain measures will
     be required to ensure that contaminant removal activities performed under
     the VCUP are substantially in compliance with applicable National
     Contingency Plan ("NCP") procedures, involving public involvement and
     related matters, established under CERCLA.  Buyer and Seller intend that
     all contaminant removal activities will be substantially in compliance with
     the NCP.  Seller has planned and implemented and shall continue to
     implement public involvement and related programs as appropriate to ensure
     substantial compliance with the NCP, and Buyer shall cooperate with such
     activities by Seller.

     The obligations of the parties under this Section 5.5 shall survive the
     Closing and any termination of this Agreement.

5.6  INSURANCE; INDEMNITIES.

     (a)  Buyer shall use its reasonable efforts (at no additional cost to
          Buyer) to require Buyer's contractors for the Project and any
          subcontractors and subsubcontractors of such contractors, which are
          required to carry liability insurance naming Buyer as an additional
          insured, also to name Seller as an additional insured.

     (b)  Seller shall use its reasonable efforts (at no additional cost to
          Seller) to require Seller's contractors for any work on the Property
          and any subcontractors and subsubcontractors of such contractors,
          which are required to carry liability insurance naming Seller as an
          additional insured, also to name Buyer as an additional insured.

     (c)  To the extent Buyer obtains indemnities from liability for itself from
          any contractors, subcontractors, and subsubcontractors described in
          Section 5.6(a), Buyer shall use its reasonable efforts (at no
          additional cost to Buyer) to cause Seller to be named as an additional
          indemnitee under such indemnities.

     (d)  To the extent Seller obtains indemnities from liability for itself
          from any contractors, subcontractors, and subsubcontractors described
          in Section 5.6(b), Seller shall use its reasonable efforts (at no
          additional cost to Seller) to cause Buyer to be named as an additional
          indemnitee under such indemnities.

5.7  HART-SCOTT-RODINO.  Buyer and Seller have satisfied themselves that they
     are not required to make a filing before the Closing under the provisions
     of Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("Hart-
     Scott-Rodino") because the Property is unproductive real property and is
     being sold by Seller in the ordinary course of Seller's business.  In the
     event of any change in circumstances or in the law that causes them to
     change this determination, Seller and Buyer shall cooperate in making any
     filing they determine to be required under Hart-Scott-Rodino.

ARTICLE 6:  CLOSING

6.1  CLOSING.  The closing of the transaction contemplated by this Agreement
     (the "Closing") shall occur at the offices of Davis, Graham & Stubbs LLP,
     370 17th Street, Suite 4700, Denver, Colorado, or such other place agreed
     by the parties, at 10:00 a.m. on a date specified by Buyer (the "Closing
     Date") in a written notice to Seller, which date shall be no earlier than
     fourteen (14) days after the date of receipt of such notice; provided that,
     unless a notice is properly given by Buyer specifying an earlier Closing
     Date, the Closing Date shall be August 29, 1997.

                                     -15- 
<PAGE>

6.2  CLOSING OBLIGATIONS OF THE PARTIES.  At the Closing, the parties shall
     execute and deliver the following documents (the "Closing Documents") and
     otherwise cause the following events to occur, each being a condition
     precedent to the others but all being deemed to have occurred
     simultaneously:

     (a)  Seller shall deliver or cause to be delivered to Buyer the following: 

               (i)       DEED.  A special warranty deed in the form attached
                         hereto as EXHIBIT "M" (the "Deed"), conveying to Buyer
                         title to the Property, subject only to the Permitted
                         Exceptions and to all other exceptions of record.

               (ii)      ASSIGNMENT AND ASSUMPTION.  An assignment and
                         assumption agreement, substantially in the form of
                         EXHIBIT "N" attached hereto, transferring to Buyer all
                         of Seller's interests in and to the Leases and the
                         Other Agreements, indemnifying and holding harmless
                         Buyer from and against any and all claims from any
                         tenants or other parties thereunder arising prior to
                         the Closing Date, and requiring Buyer to indemnify and
                         hold harmless Seller from and against any such claims
                         arising after the Closing Date.

               (iii)     ORIGINAL DOCUMENTS.  The original Leases and Other
                         Agreements (in the possession of Seller), together with
                         copies of all memoranda and/or drafts relating to
                         pending negotiations relating to the Leases and Other
                         Agreements in the possession of Seller, and any
                         security deposits and prepaid rents made by the tenants
                         under the Leases for periods occurring after the
                         Closing Date.

               (iv)      RENT ROLL.  A rent roll updated to within ten
                         (10) business days of the Closing Date and certified as
                         true and complete by Seller, showing, for each Lease,
                         the name of the tenant, the rent payable, the date
                         through which rent has been paid, and the term and the
                         expiration date thereof (including any renewal
                         options), together with copies of all notices of
                         default sent (or received) by Seller as lessor under
                         such Lease that remain uncured.

               (v)       NOTICE TO TENANTS.  A notice to the tenants under the
                         Leases of the assignment to Buyer of the lessor's
                         interest under the Leases.

               (vi)      GOOD STANDING CERTIFICATE.  A certificate of the
                         Secretary of State of Delaware, dated not earlier than
                         thirty days prior to the Closing Date, showing that the
                         Seller is a validly existing corporation in good
                         standing under the laws of such state.

               (vii)     INCUMBENCY CERTIFICATE.  An incumbency certificate
                         setting forth the officer(s) of Seller authorized to
                         execute and deliver the Closing Documents certified by
                         Seller's secretary or an assistant secretary.

               (viii)    FIRPTA AFFIDAVIT.  A non-foreign affidavit of Seller,
                         substantially in the form of EXHIBIT "O" attached
                         hereto, to assure compliance with Section 1445 of the
                         Internal Revenue Code of 1986, as amended.

               (ix)      BOARD RESOLUTION.  A certified copy of resolutions of
                         Seller's board of directors approving and authorizing
                         the execution, delivery and performance of this
                         Agreement and the documents to be delivered by Seller
                         pursuant to this Agreement.

                                     -16- 
<PAGE>

               (x)       LEGAL OPINION.  An opinion of Seller's legal counsel,
                         satisfactory in form and substance to Buyer, that the
                         documents to be delivered by Seller pursuant to this
                         Agreement have been duly authorized by Seller, that
                         this Agreement and such documents are the valid,
                         binding and enforceable obligations of Seller, and
                         opining as to such other matters as Buyer may
                         reasonably request.

               (xi)      TITLE ASSURANCE.  The Undertaking of the Title Company.

               (xii)     ENVIRONMENTAL RESPONSIBILITY AGREEMENT.  The
                         Environmental Responsibility Agreement executed by
                         Seller.

               (xiii)    OTHER DOCUMENTS.  Such other documents as may be
                         reasonably required by Buyer to effect the consummation
                         of the transaction contemplated hereby.

     (b)  Buyer shall deliver or cause to be delivered to Seller the following:

               (i)       PAYMENT.  The Purchase Price, as adjusted pursuant to
                         Section 1.3, in immediately available funds delivered
                         by wire transfer as specified by Seller.

               (ii)      ASSIGNMENT AND ASSUMPTION.  A copy of the assignment
                         and assumption referred to in Section 6.2(a)(ii),
                         executed by Buyer.

               (iii)     LEGAL OPINION.  An opinion of Buyer's legal counsel,
                         satisfactory in form and substance to Seller, that
                         Buyer is a duly organized Colorado limited liability
                         company in good standing in Colorado, that the
                         documents to be delivered by Buyer pursuant to this
                         Agreement have been duly authorized by Buyer, that this
                         Agreement and, when executed and delivered by Buyer,
                         such other documents are the valid, binding, and
                         enforceable obligations of Buyer, and opining as to
                         such other matters as Seller may reasonably request.

               (iv)      CERTIFICATE REGARDING BUYER.  A certificate of the
                         Secretary of State of Colorado, dated not earlier than
                         thirty days prior to the Closing Date, showing that
                         Buyer is a validly existing limited liability company
                         in good standing under the laws of that state.

               (v)       CERTIFICATES REGARDING THE MEMBERS.  Certificates from
                         their respective states of organization, dated not
                         earlier than fourteen days prior to the Closing Date,
                         showing that each of the members of Buyer is validly
                         existing and in good standing under the laws of that
                         state and a certificate from the Secretary of State of
                         Colorado dated not earlier than thirty days prior to
                         the Closing Date showing that each member is qualified
                         to do business in Colorado.

               (vi)      ENVIRONMENTAL RESPONSIBILITY AGREEMENT.  The
                         Environmental Responsibility Agreement executed by
                         Buyer.

               (vii)     ADDITIONAL DOCUMENTS.  Such affidavits and other
                         documents as may be required or reasonably requested by
                         Seller to effect the consummation of the transaction
                         contemplated hereby.

                                     -17- 
<PAGE>

     (c)  Buyer and Seller shall each execute settlement statements showing
          adjustments to the Purchase Price and payments of the costs of
          Closing.  Prorated items and costs shall be charged or credited to
          Seller and Buyer as provided in Section 1.3.

     (d)  Seller shall surrender possession of the Property to Buyer.

ARTICLE 7:  RISK OF LOSS

     If, between the date of this Agreement and the Closing Date, either (i) any
     part of the Property is damaged or destroyed by fire or other casualty
     which, in the reasonable judgment of Buyer, would render the Property
     unsuitable for Buyer's use thereof, or (ii) any material part of the
     Property is taken in condemnation or under the right of eminent domain, or
     proceedings for such taking shall be pending or threatened and, in the
     reasonable judgment of Buyer, such taking renders or would render the
     Property unsuitable for Buyer's use thereof, Buyer shall have the right to
     terminate this Agreement by notice given to Seller within ten (10) days
     after receiving notice thereof.  Any such termination shall be governed by
     Section 8.3.  Seller shall promptly notify Buyer of each occurrence of the
     kind specified above which comes within Seller's Knowledge and shall give
     Buyer such information relating thereto as Buyer may thereafter reasonably
     request.  If Buyer fails to give notice of termination within such ten-day
     period as to any damage or taking, Buyer's right to terminate on account of
     such damage or taking shall be deemed to have been waived and this
     Agreement shall continue in full force and effect, notwithstanding the
     damage or taking, without any diminution of the Purchase Price, in such
     case Seller shall, on the Closing Date, deliver to Buyer any insurance
     proceeds or condemnation awards received by Seller as a result of any
     occurrence specified herein, assign to Buyer all of Seller's right, title
     and interest in and to any insurance proceeds or condemnation awards
     resulting from any such occurrence that have not yet been received by
     Seller on that date, and cooperate with and assist Buyer in collecting any
     such proceeds or awards, at Buyer's sole cost and expense.

ARTICLE 8:  DEFAULT AND REMEDIES

8.1  REMEDIES.

     (a)  PRE-CLOSING.  In the event of any default at or before the Closing:

          (i)  SELLER'S REMEDIES.  In the event of a material default by
               Buyer (including a material breach in any of Buyer's
               warranties or representations but not including the failure
               to close on the Closing Date) which occurs at or before the
               Closing and continues for 14 days after Buyer receives
               notice of such default from Seller, or in the event Buyer
               defaults on its obligation to close the purchase of the
               Property on the Closing Date, Seller shall be entitled to
               terminate this Agreement and retain the Deposit as
               liquidated damages, in which event both parties shall be
               relieved of all further obligations hereunder; provided that
               no such termination or retention shall relieve Buyer of any
               obligation for the performance of its obligations under any
               of the provisions of this Agreement which provide that they
               will survive the termination of this Agreement, all of which
               (subject to the limitation, if applicable, provided in
               Section 8.3 on Buyer's total reimbursement obligation under
               Sections 5.4(g) and 11.3) shall continue in full force and
               effect until fully performed and as to which Seller shall
               have all remedies normally available at law or in equity.

          (ii) BUYER'S REMEDIES.  In the event of a default by Seller at or
               before the Closing (including any breach of Seller's
               warranties and representations but not including the failure
               to close on the Closing Date), which continues for 14 days
               after Seller receives notice of such default from Buyer, or
               in the event Seller defaults on its obligation to close the
               purchase of the Property on the Closing Date, Buyer shall
               have all remedies 

                                     -18- 
<PAGE>

               available at law or equity, including damages and specific 
               performance, which remedies shall be cumulative and 
               non-exclusive.  Seller acknowledges that, if Seller fails 
               to close the transaction provided for herein as a result of 
               its breach of its obligations hereunder, Buyer shall, in 
               addition to other remedies available at law or in equity, be
               entitled to specific performance of this Agreement because 
               the Property is unique and possession thereof cannot be 
               duplicated, and that any remedy at law is inadequate. 

     (b)  POST-CLOSING DEFAULTS.  In the event that, after the Closing has
          occurred, Buyer or Seller (i) fails to perform or comply with any of
          its obligations or the terms contained in this Agreement or
          (ii) breaches any of its representations and warranties made herein,
          the injured party shall have all rights and remedies available at law
          or in equity, including damages, specific performance and termination
          of this Agreement, which remedies shall be cumulative and not
          exclusive, except for circumstances where an exclusive remedy is
          otherwise specified in this Agreement.  

8.2  COSTS OF ENFORCEMENT.  In any action to interpret or enforce this
     Agreement, to collect damages as a result of a breach of its provisions, or
     to collect any indemnity provided for herein, the prevailing party shall
     also be entitled to collect all its costs in such action, including the
     costs of investigation, expert witnesses and reasonable attorneys' and
     consultants' fees and disbursements, together with all additional costs
     incurred in enforcing or collecting any judgment rendered.

8.3  TERMINATION.  In the event of the termination as provided for in this
     Agreement or for any reason other than default as set forth in Section 8.1,
     (i) Buyer shall pay all amounts to Seller which Buyer is obligated to pay
     hereunder (provided that, before expending any amounts for which Buyer is
     obligated to reimburse Seller under Sections 5.4(g) and 11.3 in excess of
     $750,000, Seller shall give Buyer notice thereof, and Buyer shall have the
     option, to be exercised by Buyer by notice to Seller given within fourteen
     (14) days after receipt of Seller's notice, to waive any further
     performance by Seller under Sections 5.4(g) and 11.3, in which event
     Buyer's reimbursement obligation under Sections 5.4(g) and 11.3 shall be
     limited to a total of $750,000, and, in the absence of the exercise of such
     right in such time and manner by Buyer, there shall be no limitation on the
     amount of Buyer's reimbursement obligation under Sections 5.4(g) and 11.3);
     (ii) Buyer shall perform its other obligations under any provisions hereof
     which specifically survive the termination of this Agreement; (iii) Buyer
     shall comply with the provisions of Sections 3.2 and 3.3.; (iv) Buyer shall
     execute and deliver to Seller any instruments which Seller from time to
     time reasonably requests relinquishing any interest Buyer may have in the
     Property under this Agreement or under any documents given pursuant to this
     Agreement; (v) Seller shall apply the Deposit against any amounts Buyer is
     obligated to pay under Section 8.3(i), and shall return the balance of the
     Deposit, unless this Agreement has been terminated as a result of the
     failure of Buyer's conditions set forth in Sections 4.1(a), (f), (g), (h)
     or (k), in which event Seller may retain the balance of the Deposit; and
     (vi) the parties shall be relieved of all further obligations hereunder. 

ARTICLE 9:  POST-CLOSING COVENANTS

9.1  FURTHER ASSURANCES.  From time to time after the Closing Date, each of
     Seller and Buyer shall execute and deliver such other instruments
     (including instruments of conveyance, assignment and transfer), and shall
     take such other actions in addition to those expressly provided for herein,
     as the other party may from time to time reasonably request in order to
     effect and confirm the transactions provided for herein.  Each of Seller
     and Buyer also shall provide such cooperation and furnish such information
     to the other party as that party may from time to time reasonably request
     for purposes of necessary and voluntary filings, related to the
     transactions contemplated hereby, with any governmental entity.

                                     -19- 
<PAGE>

9.2  REMOVAL OF RAILROAD TRACKS.

     (a)  SELLER OBLIGATION AND RIGHT TO REMOVE.  Seller shall remove all
          remaining Retained Property located on the Land by no later than
          thirty (30) days after the Closing (the "Retained Property Removal
          Date") and shall, except to the extent that Buyer requests otherwise,
          rough grade, substantially at the present level, the portions of the
          Land disturbed by the removal of the Retained Property by Seller.

     (b)  BUYER'S REMEDY.  If Seller shall fail to remove the remaining Retained
          Property on or before the Retained Property Removal Date, Buyer may
          give Seller notice thereof within ten days after the Retained Property
          Removal Date, and Buyer shall be entitled, but shall not be obligated,
          to remove and dispose of such Retained Property, at the sole cost and
          expense of Seller and Seller shall reimburse Buyer, promptly upon
          demand, for all costs reasonably incurred by Buyer in connection with
          the removal and disposal of the Retained Property.  Seller shall not
          have any obligation with respect to any Retained Property not removed
          by the Retained Property Removal Date and not identified in a notice
          given by Buyer to Seller within ten days after the Retained Property
          Removal Date.

     (c)  ACCESS FOR REMOVAL.  Buyer shall provide Seller with access to the
          Property for thirty (30) days after the Closing for purposes of
          removing the Retained Property as provided for herein.

ARTICLE 10.  ENVIRONMENTAL CLEANUP MATTERS

10.1 CONTAMINATION.  The parties' agreement with respect to environmental
     cleanup matters relating to the Property will be set forth in the
     Environmental Responsibility Agreement.

ARTICLE 11:  FLOOD PLAIN MATTERS

11.1 FLOOD PLAIN. The Survey reveals that the Property is located in the flood
     plain for a 100-year storm (the "Flood Plain").

11.2 GRADING PLAN.  Based on a study of surface water drainage on the Property,
     Buyer's civil engineer has developed a grading plan, as set forth on plans
     prepared by HOK Sport, No. C2.1-3 and C2.1-4, Project No. 93-382-221, dated
     July 1, 1995, as revised after the date thereof by the Buyer with the
     consent of Seller, which consent shall not be unreasonably withheld (the
     "Grading Plan").  The Grading Plan provides for raising the land underlying
     the floor of the arena to a level 18 inches higher than the flood level
     during a 100-year storm and other resulting grading requirements.

11.3 ALLOCATION OF COSTS UNDER THE GRADING PLAN.  Seller shall be solely
     responsible for paying any and all expenses and costs associated with
     grading the Land to the levels specified in the Grading Plan plus or minus
     1/10 of a foot, including the costs of preparing the Grading Plan and
     related surface water drainage reports.  Based on preliminary bids received
     before March 27, 1996, such expenses (all such expenses and costs are
     herein referred to as "Flood Plain Costs") were expected to be in the range
     of $400,000, plus or minus, but Seller's obligation for Flood Plain Costs,
     including any such costs incurred prior to the date hereof, shall not
     exceed $500,000.  In the event that such work is commenced prior to Closing
     and the Closing does not occur for any reason other than Seller's breach of
     this Agreement, notwithstanding the foregoing provisions of this
     Section 11.3, subject to the limitation, if applicable, provided in
     Section 8.3 on Buyer's total reimbursement obligation under Section 5.4(g)
     and this Section 11.3, Buyer shall reimburse Seller for all Flood Plain
     Costs Seller incurs, including any such costs incurred prior to the date
     hereof.  Buyer and Seller shall cooperate with one another in obtaining
     competitive bids for such grading.  Except for any of such work done by
     Seller prior to the Closing, Buyer shall contract and pay for the costs for
     such grading, and Seller shall reimburse Buyer for such 

                                     -20- 
<PAGE>

     costs (not to exceed a total amount, including amounts expended by Seller 
     prior to the Closing, of $500,000); provided that, if Seller is not 
     satisfied with the bids obtained for such grading, Seller shall have the 
     right to perform the grading directly or through its own contractors, in 
     which event Buyer shall permit Seller and its contractors access to the 
     Property for such purposes.  Seller shall cooperate with Buyer in obtaining
     any necessary permits for the Grading Plan.  The obligations of the parties
     under this Section 11.3 shall survive the Closing or the termination of 
     this Agreement.  Seller shall have the right to monitor completion of the 
     Grading Plan to ensure that work is proceeding in accordance with such 
     Plan.

ARTICLE 12:  INDEMNIFICATION

12.1 INDEMNITY BY SELLER.

     (a)  Seller, to the fullest extent permitted by law but subject to the
          limitations set forth in this Section, shall defend, indemnify, and
          hold harmless Buyer, its Affiliates and their respective officers,
          directors, employees, agents, successors and assigns (the
          "Indemnitees") from and against all Losses of such Indemnitees,
          directly or indirectly, relating to, resulting from or arising out of:

          (i)   The breach by Seller of any representation or warranty made
                by Seller and contained in this Agreement; and

          (ii)  The failure of Seller to fulfill, satisfy, and discharge any
                of its obligations or covenants under this Agreement.

     (b)  No suit may be brought pursuant to this Section 12.1 unless filed and
          served on or before the third anniversary of the Closing Date.

12.2 INDEMNIFICATION BY BUYER.

     (a)  Buyer shall, to the fullest extent permitted by law, defend, indemnify
          and hold harmless Seller, its Affiliates and their respective
          officers, directors, employees, agents, successors and assigns (the
          "Indemnitees") directly or indirectly, relating to, resulting from or
          arising out of, from and against the following: 

          (i)   The breach by Buyer of any representation or warranty made
                by Buyer and contained in this Agreement; and

          (ii)  The failure of Buyer to fulfill, satisfy, and discharge any
                of its obligations or covenants under this Agreement.

     (b)  No suit may be brought pursuant to this Section 12.2 unless filed and
          served on or before the third anniversary of the Closing Date.

12.3 ACCESS AND COOPERATION.  Both Seller and Buyer shall make available to each
     other as reasonably requested all information, records and documents
     relating to all Losses and shall preserve all such information, records and
     documents until the termination of any claim and the resolution of any
     issue with respect to indemnification hereunder relating to such claim. 
     Each of Seller and Buyer shall also make available to the other, as
     reasonably requested, its personnel (including technical personnel), agents
     and other representatives who are responsible for preparing or maintaining
     information, records or other documents, or who may have particular
     knowledge, with respect to any claim.  Each of Buyer and Seller shall also
     cooperate with the other in attempting to minimize the Losses subject to
     indemnification by pursuing and/or assigning to the other any rights of
     contribution or right to reimbursement through contractual or other
     arrangements.

                                     -21- 
<PAGE>

12.4 DEFINITIONS.  As used in this Agreement, the following terms shall have the
     following meanings:

     (a)  "AFFILIATE" means, as to Buyer or Seller, any person or entity that
          controls, is controlled by, or is under common control with, Buyer or
          Seller, respectively.

     (b)  "INDEMNITEE" shall mean any Person which may be entitled to seek
          indemnification pursuant to the provisions of Sections 12.1 or 12.2
          hereof.

     (c)  "INDEMNITOR" shall mean any Person which may be obligated to provide
          indemnification pursuant to Sections 12.1 or 12.2 hereof.

     (d)  "LOSSES" shall mean any and all direct or indirect demands, claims,
          payments, obligations, actions or causes of action, assessments,
          administrative fines or penalties, damages, losses, liabilities, costs
          and expenses paid or incurred (whether or not known or asserted prior
          to the date hereof, fixed or unfixed, conditional or unconditional,
          choate or inchoate, liquidated or unliquidated, secured or unsecured,
          accrued, absolute, contingent or otherwise), including without
          limitation any legal or other expenses reasonably incurred in
          connection with investigating or defending any such claims or actions;
          provided, however, that Losses shall be net of any insurance proceeds
          received by an Indemnitee from an insurance company on account of such
          Losses, and net of any reimbursement of Losses received by an
          Indemnitee pursuant to a right of contribution or to a contractual or
          other arrangement.

12.5 DEFENSE OF INDEMNIFIED CLAIMS.  In the event that an Indemnitee seeks
     indemnification pursuant to this Article 12, it shall give written notice
     to the Indemnitor within ten (10) days of becoming aware that an event or
     circumstance would give rise to the claim of indemnification; provided,
     that failure to give such notice shall not bar the Indemnitee's rights of
     indemnification if the Indemnitor does not suffer actual prejudice from
     such failure.  Except as provided below, in the event that the claim for
     indemnification arises from a claim of a third party asserted against the
     Indemnitee, the Indemnitor may assume the defense of such claim upon
     delivering to the Indemnitee a written notice acknowledging that it will
     indemnify the Indemnitee against the claim pursuant to this Article;
     provided that, in the event that Indemnitee reasonably believes there
     exists a conflict between it and Indemnitor in any such litigation,
     Indemnitee may be represented by counsel at its own expense.  The
     Indemnitor may settle such third-party claim unless the settlement involves
     the entry of injunctive relief against the Indemnitee or the Property, in
     which case such settlement is subject to the Indemnitee's consent.

ARTICLE 13:  INTERPRETATION OF AGREEMENT

13.1 GOVERNING LAW.  The validity and effect of this Agreement shall be governed
     by the laws of the State of Colorado.

13.2 HEADINGS.  The article and section headings in this Agreement are for
     convenience only and shall not be used in its interpretation or considered
     part of this Agreement.

13.3 EFFECT OF AGREEMENT.  No provision of this Agreement shall be altered,
     amended, revoked or waived except by an instrument in writing signed by the
     party to be charged with such amendment, revocation or waiver.  This
     Agreement shall be binding upon and shall inure to the benefit of the
     parties and their respective successors and assigns.

13.4 SURVIVAL.  The provisions of this Agreement which are specifically provided
     to survive the Closing and/or the termination of this Agreement,
     respectively, shall survive the Closing and/or termination of this
     Agreement.

                                     -22- 
<PAGE>

13.5 PRIOR AGREEMENT.  Buyer and Seller hereby acknowledge and agree that:

     (a)  PRIOR AGREEMENT.  Buyer and Seller previously entered into the
          Purchase and Sale Agreement (the "Prior Agreement") dated March 27,
          1996, relating to the sale of the Property from Seller to Buyer and
          Buyer paid an earnest money deposit of $500,000 to Seller under the
          Prior Agreement.

     (b)  STATUS OF PRIOR AGREEMENT.  Buyer failed to close the purchase of the
          Property under the Prior Agreement, and, pursuant to SECTION 8.1(a)(i)
          of the Prior Agreement, Seller terminated the Prior Agreement and
          retained the $500,000 as liquidated damages.  As a result of said
          termination:

          (i)    The Prior Agreement has terminated.

          (ii)   Buyer has no interest under the Prior Agreement in the
                 Property or in the $500,000 paid to Seller under the Prior
                 Agreement and hereby releases any interest therein which
                 Buyer might otherwise have had.

          (iii)  The $500,000 paid to Seller under the Prior Agreement is the
                 property of Seller and shall not be applicable to any
                 obligation of Buyer under this Agreement (including without
                 limitation any obligation under Section 8.3(i), including
                 without limitation any such obligation which also was or
                 might have been an obligation of Buyer under the Prior
                 Agreement), and shall not satisfy or be applied to satisfy
                 or reduce or otherwise be credited against any obligation of
                 Buyer under this Agreement (including without limitation any
                 obligation under Section 8.3(i), including without
                 limitation any such obligation which also was or might have
                 been an obligation of Buyer under the Prior Agreement).

     (c)  EFFECT OF PRIOR AGREEMENT.  The Prior Agreement shall not be
          considered in interpreting or applying any provision of this
          Agreement.

ARTICLE 14:  MISCELLANEOUS

14.1 TIME.  Time is of the essence of this Agreement.  If any of the conditions
     or obligations in this Agreement are not fulfilled timely by Buyer or
     Seller (including but not limited to the execution and delivery of the
     Closing Documents on or before the Closing Date), then Buyer or Seller, as
     the case may be, shall be deemed to be in default hereunder, and the non-
     defaulting party may, at its option, exercise its rights under this
     Agreement, including without limitation, Article 8.

14.2 NO BROKERS.  Seller hereby represents and warrants to Buyer that it has not
     been represented or assisted by any broker or similar person in connection
     with the transaction contemplated herein.  Seller shall indemnify and hold
     harmless Buyer from and against any and all claims for commissions, fees,
     or other compensation payable to any real estate broker, agent, salesman,
     finder, or other person on account of any implied or express commitment or 
     undertaking made by Seller as a result of the consummation of the 
     transaction contemplated herein.

     Buyer hereby represents and warrants to Seller that it has not been
     represented or assisted by any broker or similar person in connection with
     the transaction contemplated herein.  Seller acknowledges that The Anschutz
     Corporation has provided advice and assistance in connection with the
     transactions contemplated by this Agreement.  Buyer's arrangements with The
     Anschutz Corporation are covered by a separate agreement, and Buyer is
     responsible for any payments thereunder.  Buyer shall indemnify and hold
     harmless Seller from and against any and all claims for commissions, fees,
     or other compensation payable to any real estate broker, agent, salesman,
     finder, or other person on account of any implied or 

                                     -23- 
<PAGE>

     express commitment or undertaking made by Buyer as a result of the 
     consummation of the transaction contemplated herein.

14.3 NO ASSIGNMENT.  The qualifications and reputation of Buyer are material
     inducements to Seller in entering into this Agreement.  Therefore, Buyer
     may not assign its rights or delegate its duties under this Agreement
     without the prior written consent of Seller.  Seller's consent hereunder
     shall not be unreasonably withheld.

14.4 NOTICES.  All notices and other communications under this Agreement shall
     be in writing and shall be deemed to have been duly given when actually
     received if delivered personally, by commercial carrier, by successful
     telecopy transmission, or by first class mail, registered or certified,
     return receipt requested.  Notices to Seller shall be given at the
     following addresses:

          Union Pacific Railroad
          4099 McEwen, Suite 600
          Dallas, Texas  75244
          Attention:  Mr. John C. Terrell
          Telephone No.: 972-770-4322
          Telecopy No.:  972-770-4330

          and

          DAVIS, GRAHAM & STUBBS LLP
          370 Seventeenth Street, Suite 4700
          Denver, Colorado  80201-0185
          Attention:  James E. Culhane, Esq.
          Telephone No.: 303-892-7397
          Telecopy No.:  303-893-1379

          Notices to Buyer shall be given at the following addresses: 

          The Denver Arena Company, LLC
          901 Auraria Parkway
          Denver, Colorado  80204
          Attention:  Project Executive
          Telephone No.: 303-892-1997
          Telecopy No.:  303-892-6685

          and

          Ascent Entertainment Group, Inc.
          1200 Seventeenth Street, Suite 2800
          Denver, Colorado  80202
          Attention:  President
          Telephone No.: 303-626-7020
          Telecopy No.:  303-595-0127




                                     -24- 
<PAGE>

          and

          HOGAN & HARTSON L.L.P.
          1200 Seventeenth Street, Suite 1500
          Denver, Colorado  80202
          Attention:  Jac K. Sperling
          Telephone No.: 303-899-7300
          Telecopy No.:  303-899-7333

     Either party may change its addresses for notices from time to time by
     notice to the other party.

14.5 NO RECORDING.  Buyer shall not record this Agreement or any evidence
     thereof.  Recording this Agreement or any evidence hereof shall constitute
     a material default by Buyer entitling Seller to all remedies available at
     law or in equity.  In the event that this Agreement is terminated without
     the Closing occurring hereunder, Buyer shall, upon Seller's request,
     promptly execute and deliver to Seller a quitclaim deed conveying to Seller
     any interest Buyer may have in any of the Property hereunder and any
     additional documents that Seller shall from time to time reasonably request
     hereunder to relinquish any interest in the Property which Buyer may have
     hereunder.  Buyer shall be liable to Seller for any damages suffered by
     Seller on account of any recording of this Agreement and on account of any
     failure of Buyer to execute and deliver such quitclaim deed and other
     documents required hereby, including consequential damages.  Buyer's
     obligations under this Section 14.5 shall survive the termination of this
     Agreement.

14.6 DAYS.  As used herein, the term "business day" shall mean any day which is
     not a Saturday, Sunday, or other day on which banks in Denver, Colorado are
     not open for the regular transaction of business.  In the event that any
     act, event, or performance provided for herein is scheduled or permitted to
     occur on a day which is not a business day, the time for the act, event, or
     performance to occur shall be extended to the next business day.

14.7 ENTIRE AGREEMENT.  This Agreement (together with the Exhibits hereto, and
     any additional written agreements entered into contemporaneously and which
     provide that they are intended to be in addition to this Agreement)
     constitute the entire understanding and agreement of the parties with
     respect to the subject matter hereof and thereof and supersede all prior
     and contemporaneous agreements or understandings, inducements or
     conditions, express or implied, written or oral, between the parties with
     respect hereto, including without limitation, that letter agreement between
     Buyer and Seller dated February 16, 1995.

14.8 EXECUTION.  This Agreement may be executed in counterparts and, when
     counterparts of this Agreement have been executed and delivered by both
     Buyer and Seller, this Agreement shall be fully binding and effective, just
     as if both Buyer and Seller had executed and delivered a single counterpart
     hereof.  Without limiting the manner in which execution of this Agreement
     may otherwise be effected hereunder, execution by either of the parties may
     be effected by facsimile transmission of a signature page hereof executed
     by such party.  If any party effects execution in such manner, such party
     shall also promptly deliver to the other party the counterparts physically
     signed by such party, but the failure of such party to do so shall not
     invalidate the execution hereof effected by facsimile transmission.

     IN WITNESS WHEREOF, the parties to this Agreement have duly executed it as
of this day and year first above written.

                                     -25- 
<PAGE>


                                   SELLER:

                                   SOUTHERN PACIFIC TRANSPORTATION
                                   COMPANY, a Delaware corporation



                                   By:            /s/  MIKE CASEY              
                                         ------------------------------------- 
                                   Title:  AVP/GM                              
                                         ------------------------------------- 


                                   BUYER:

                                   THE DENVER ARENA COMPANY, LLC, a Colorado
                                   limited liability company


                                   By:  Ascent Arena Corporation, a Delaware
                                        corporation, a Member



                                        By:     /s/  JAMES A. CRONIN, III      
                                              -------------------------------- 
                                        Title:  EVP
                                              -------------------------------- 

















                                       -26- 
<PAGE>
                                      
                                EXHIBIT "H"

                                TERMS SHEET
                             Environmental Terms
             Southern Pacific Transportation Company ("SP") and
                      Denver Arena Company, LLC ("DAC")


          1.   Contamination.  Proposal relates to contamination now existing on
the Property (the "Existing Contamination").  Contamination caused by activities
after the closing (the "New Contamination") will be the responsibility of DAC. 
The Existing Contamination includes any part of the existing tar and related
contamination lying on the Elitch's property, immediately across the mainline
from the Arena footprint, which hereafter migrates onto the Property.  The New
Contamination includes contamination from any source other than the Existing
Contamination.

          2.   CONSTRUCTION UNDER VCUP.

               a.   INCREMENTAL COSTS.  SP pays for incremental costs of
          construction of Arena and the other improvements specifically provided
          for in the VCUP to the extent that the incremental costs are
          attributable to Existing Contamination.  SP has no obligation for
          incremental costs incurred in connection with any other construction.

               b.   OTHER LIABILITIES.  SP will indemnify DAC against
          liabilities arising from Existing Contamination as a result of
          construction of Arena and other improvements specifically provided for
          in the VCUP.

               c.   TIME LIMITS.  SP's obligation for incremental costs and
          other liabilities arising from construction of Arena ends on first to
          occur of (i) completion of Arena and (ii) three years after Closing
          (as extended by force majeure affecting physical construction).  SP's
          obligation for incremental costs and other liabilities for
          construction on other buildings provided for in the VCUP ends on first
          to occur of (i) completion of each building and (ii) two years after
          completion of Arena.

               d.   COST DETERMINATION.  Determination of incremental costs will
          be through allocation arrangement.  SP and DAC will together select
          environmental project manager responsible for making those
          environmental determinations affecting construction and allocating
          costs of construction as provided above.  SP and DAC will work
          together to determine most efficient and cost-effective means for
          integrating environmental work with regular construction work and to
          provide guidelines, where applicable, for the allocation of costs.

               e.   EXTENSION OF VCUP.  SP will be responsible to obtain
          extension for completion of construction under VCUP for the period

                                      33 
<PAGE>

          required for the completion of the Arena, as reasonably estimated by
          DAC and SP, or if a longer period is available, for such longer
          period.  DAC will cooperate with SP's efforts to get extension. 
          Extensions thereafter will be responsibility of DAC.  SP will
          cooperate with DAC's efforts to get subsequent extensions.

               f.   EXPIRATION OF VCUP.  SP's obligations under Paragraph 2
          shall survive the expiration of the VCUP; provided that if the VCUP
          expires before SP's obligations would otherwise end pursuant to
          Paragraph 2c, the SP shall not be responsible for any increased
          incremental costs which result from the expiration of the VCUP.

          3.   OTHER COSTS AND LIABILITIES ARISING FROM EXISTING CONTAMINATION. 
These obligations may be applicable at the same time that Paragraph 2
obligations are applicable.  To the extent of any such overlap, the Paragraph 2
obligations will control.

               a.   GROUNDWATER MONITORING.  Paid by DAC after initial round of
          sampling, which will be paid by SP.  Monitoring costs not included as
          shared costs under Paragraph 3b.

               b.   SHARED COSTS.  Response costs and third party liability are
          shared by parties through 2023.  First $25,000 in any year paid by
          DAC.  Sharing ratio is 80% SP--20% DAC through 2003.  Thereafter, SP's
          percentage goes down, and DAC's percentage goes up, 3% per year. 
          E.g., 2004 is 77% SP -- 23% DAC, 2005 is 74% SP -- 26% DAC. $25,000
          deductible paid by DAC is credited against DAC's share for that year
          but SP will not have any responsibility for any part of $25,000
          deductible.  Sharing ratio, including $25,000 deductible, for any year
          applies to all costs incurred in that year, except that, if a ground
          water remediation program is ordered by CDPHE, EPA, or other
          governmental agency or by a court or is agreed to by SP and DAC, the
          sharing ratio and deductible for the costs of the ground water
          remediation program shall be determined as if all of the costs of the
          ground water remediation program were incurred in the year the order
          is issued or the agreement is signed.  
  
               c.   AFTER 2023.  SP relieved of all further costs and liability.

               d.   CHANGE OF USE.  SP's responsibilities have been determined
          on the assumption that the Property will be used as provided in the
          VCUP.  If the use of the Property for the Arena terminated, SP's
          obligations end.  If there is any change in use that increases
          environmental costs or liability, DAC will be responsible for the
          increase in the environmental costs and liability resulting from the
          change in use (including both the costs and liability specifically
          attributable to the changed use and any increase in costs and
          liability attributable to the part of the Property not included in the
          changed use but which result from the changed use).  SP would continue
          to be responsible (in accordance with Paragraph 3b) for its share of
          the costs of the 

                                      34 
<PAGE>

          project described in the VCUP to the extent such costs were not an 
          incremental cost attributable to the change in use.

               e.   CONSTRUCTION AFTER TIME LIMITS.  SP will have no
          responsibility for the incremental environmental costs of construction
          of improvements provided for in the VCUP to the extent that the
          construction occurs after the time limits provided in Paragraph 2c. 
          Any such construction done in accordance with the VCUP will not be a
          change in use under Paragraph 3d.

               f.   MANAGEMENT.  DAC will manage responses to environmental
          events.  SP will have sign-off right on any response and will have
          right to be involved.

               g.   INSURANCE.  SP will cooperate with DAC at no cost or
          obligation to SP in exploring possible insurance coverage against
          these costs and liabilities.  Any insurance will waive subrogation
          against SP.

          4.   LIABILITY OF PSCO.

               a.   Parties will cooperate with each other in connection with
          actions they or either of them may bring against PSCo or any other
          PRP.

               b.   SP free to bring suit against PSCo after all building
          permits required for the Arena have been issued and foundation work
          has been completed.

               c.   In any joint suit to recover against PSCo (of other PRP),
          parties will share recovery (in excess of litigation expenses) first
          to SP to reimburse SP for costs of VCUP and VCUP compliance and then
          in proportion in which parties bore costs.



                                      35