<PAGE>

                       REAL ESTATE PURCHASE AND SALE AGREEMENT

    This agreement (the "Agreement") is dated October 20, 1997 and entered into
by and between CFJ PROPERTIES, a Utah General Partnership ("Seller") and EAGLE
HARDWARE & GARDEN, INC., a Washington corporation, or assigns ("Buyer") for
purchase and sale of a portion of the Flying J Travel Plaza real property
situate in the City of Boise, Ada County , Idaho, consisting of approximately
13.24 acres of improved real property located on the north side of Overland Road
between St. Vincent Way to the west and S. Cole Road to the east and bounded by
I-84 on the north, together with any improvements thereon (exclusive of the
improvements to be removed by Seller pursuant to Section 5.1 below) and all
rights appurtenant thereto (the "Property").  The Property is shown on the
proposed site plan dated October 6, 1997, and numbered X-443-C (the "Site Plan")
and attached hereto as Exhibit A.  The Site Plan identifies an Outpad A which is
not a part of the Property.  The legal description of Seller's entire tract is
set forth in Exhibit B attached hereto.  Following completion of the ALTA/ACSM
survey and parcel map described in Section 3.2 below, the legal description and
parcel map of the Property shall be attached to this Agreement as Exhibit C and
made a part hereof.

    Seller agrees to sell, and Buyer agrees to buy, the Property upon and
subject to the terms and conditions set forth below:

    1.   PURCHASE PRICE; PAYMENT.   The total purchase price for the Property
shall be Three Million Four Hundred Twenty-five Thousand Dollars ($3,425,000).
The purchase price, including the Deposit and interest accrued thereon, shall be
paid in cash upon closing.

    2.   EARNEST MONEY DEPOSIT.   Within ten (10) business days after the
Effective Date, Buyer will deposit earnest money of fifty thousand dollars
($50,000) (the "Deposit") with the First American Title Insurance Company agent
in Salt Lake City, Utah (the "Closing Agent").  Within ninety (90) business days
after the Effective Date, Buyer will deposit additional earnest money of fifty
thousand dollars ($50,000) (the "Additional Deposit") with the Closing Agent.
The Closing Agent shall place the Deposits in an interest-bearing account, with
interest to accrue to Buyer's benefit.  If this transaction does not close for
any reason other than default by Buyer under this Agreement, the Deposits, and
all interest accrued thereon, shall be returned to Buyer.  In the event of
Buyer's default under this Agreement, Seller shall have as its sole remedy the
right to terminate this Agreement and retain the Deposits, together with accrued
interest thereon, as liquidated damages, except that if Buyer notifies Seller
that all of its conditions precedent except Section 4.8 have been satisfied as
described in Section 5.1 Seller shall be entitled to specific performance as a
remedy if Seller presents Buyer with an environmentally clean site and Buyer
refuses to close.

    3.   TITLE INSURANCE AND SURVEY.

         3.1  PRELIMINARY TITLE INSURANCE COMMITMENT.   Within fifteen (15)
days after the Effective Date, Seller shall provide Buyer with a current
preliminary commitment for owner's title insurance with extended coverage (ALTA
Form 1970-B, as revised in 1984 or if unavailable, Form B-1987) issued by the
Closing Agent, with copies of all documents listed as exceptions set forth
therein.  See Section 5.3 regarding added cost of extended coverage title
insurance.

         3.2  ALTA/ACSM SURVEY.   As soon as possible after the Effective Date,
Buyer shall contract for a new ALTA/ACSM survey with land area certification of
the Property, at Buyer's cost.  The plan and legal descriptions establishing
Outpad A shall be incorporated into the new ALTA/ACSM survey.  The additional
costs of including Outpad A in the survey, legal descriptions, and any costs or
expenses of any kind relating to the procurement of the required replatting or
lot line adjustments to create Outpad A from whatever governmental agencies have
jurisdiction shall be at Seller's sole obligation and cost.



                                          1
<PAGE>

         3.3  TITLE AND SURVEY APPROVAL PERIODS.   Buyer shall have fifteen
(15) days from the later receipt of either the preliminary commitment or the
completed survey (and any amendments, supplements and revisions to either in
which new or revised exceptions or items first appear) to notify Seller of its
disapproval of any exceptions shown in the preliminary commitment or any items
on the survey.  If, within twenty (20) days after the receipt of such notice
Seller has not removed or given reasonable written assurances to Buyer that such
disapproved exceptions or items will be removed on or before closing, Buyer may,
at its option, at any time prior to such removal or receipt of such reasonable
written assurances, terminate this Agreement by giving notice of such
termination to Seller.  If, within the same twenty (20) days, Seller notifies
Buyer in writing that it will not remove an exception(s), Seller may terminate
this Agreement unless Buyer waives its disapproval within seven (7) days after
receipt of such notice from Seller.  On such termination Closing Agent shall
refund the Deposit and all interest accrued thereon to Buyer and all rights and
obligations of Seller and Buyer under this Agreement shall terminate and be of
no further force or effect.

    4.   CONTINGENCIES.   Buyer's obligation to purchase the Property is
subject to Buyer's satisfaction or waiver, in writing, of the following
conditions precedent, in Buyer's sole and absolute discretion, on or before the
dates described below:

         4.1  FEASIBILITY.   Buyer's sole determination that its proposed site
plan, building plan, parking plan and access plan for the Property are
acceptable; that utilities are available of adequate capacity to serve the
Property; and that the Property is otherwise feasible for Buyer's intended use.

         4.2  STUDIES.   Buyer's approval of all soils, engineering, seismic,
environmental, topography, hazardous waste, geotechnical, wetlands, drainage and
other studies that may be deemed necessary by Buyer or required by any
governmental agency in connection with the Property and Buyer's planned
development and use of the Property.

         Buyer and the Buyer's employees, agents, representatives, engineers,
surveyors and any other consultants or services that Buyer deems necessary shall
have the right, from time to time during the Feasibility Period, to enter upon
the Property for the purposes of inspection, soil studies, survey, preparation
of plans, taking of measurements and obtaining such other information and data
as may be necessary or desirable to determine the condition of the Property and
its acceptability for the Buyer's intended purpose.  The Buyer shall not allow
any liens to be attached to the Property in connection with the Buyer's
investigations pursuant to this Section 4.2 and shall indemnify, defend and hold
Owners harmless from and against all claims which arise from the Buyer's actions
and omissions taken pursuant to this Section; provided, however, this sentence
is not intended to apply to the mere discovery of underground storage tanks or
any hazardous materials or toxic waste on or under the Property or any
consequences or action taken as a result of such discovery.

         4.3  APPROVALS AND PERMITS.   Issuance of any and all required or
applicable governmental approvals including but not limited to PUD (if required)
and plat of the Property by the City or County, an environmental impact report
(EIR)(if required), replat or lot line adjustment of the Property, subdivision
approvals (by Seller, see Section 3.2), rezoning approvals, annexations (if
applicable), Idaho Department of Transportation highway access and traffic
signal approvals, City and/or County building permits, use permits, sign
permits, design review approvals, site plan approvals, parking variances, street
vacancies, environmental certifications, and approvals of any kind from any and
all governmental agencies having jurisdiction over the Property, necessary for
Buyer to develop, construct its store building, site improvements, drive through
building materials yard, garden yard and greenhouse and any other improvements
that Buyer deems necessary in its sole determination to conduct and operate its
selected business


                                          2
<PAGE>

operations on the Property.  The timing, conditions and cost of any or all of
the permits and approvals (including any mitigation fees) must be satisfactory
to Buyer in its sole discretion.  Seller shall create a separate legal parcel
containing only the Property (the "Eagle Parcel") prior to closing and at the
earliest possible date if requested by Buyer to enable Buyer to expeditiously
comply and proceed with the requirements of any governmental authority to obtain
any and all permits and approvals.  Buyer shall pay all costs involved in
obtaining any of the permits and approvals of this Subsection 4.3.

         4.4  TIME PERIODS.   Buyer shall have sixty (60) days from the
Effective Date (the "Feasibility Period") to satisfy or waive the contingencies
set forth in Sections 4.1 and 4.2.  Buyer shall have ONE HUNDRED TWENTY (120)
DAYS (the "Contingency Period") from the end of the Feasibility Period to
satisfy or waive the contingencies set forth in Sections 4.3, 4.5 and 4.6.  If
Buyer does not satisfy or waive the contingencies in writing by the applicable
dates, or if Buyer notifies Seller in writing at any time prior to the end of
the Contingency Period that it has decided not to pursue the project any further
and that this Agreement is terminated, the Deposit, with interest, shall be
refunded to Buyer and the Agreement shall terminate without further action and
be of no further force or effect.

         If Buyer has satisfied or waived the contingencies set forth in
Sections 4.1 and 4.2 and is diligently pursuing the applicable required
approvals and permits set forth in Section 4.3, Buyer shall be allowed one (1)
sixty (60) day extension of the Contingency Period.  Notice of the exercising of
the extension period shall be given at least ten (10) days prior to the end of
the Contingency Period.  During any such extension period, Buyer shall be
charged interest at the rate of 8-1/2% per annum on the purchase price on a per
diem basis until such time as Buyer notifies Seller that the contingencies in
Section 4.3 are satisfied or waived.  In the event that Buyer closes its
purchase of the Property pursuant to this Agreement, all of the accrued interest
shall be added to the purchase price at closing.  If the sale does not close for
any reason other than Buyer's default, Buyer shall have no obligation to pay any
of the accrued interest.

         4.5  SIGNS.   Seller and Buyer shall each be allowed to erect separate
pylon signs at the locations shown on Exhibit A (Seller's pylon at location A at
the southeast corner of Outpad A and buyer's pylon at location B at the
southwest corner of the property).  If the applicable governing sign codes and
ordinances prohibit two separate pylon signs fronting on Overland Road then
Seller and Buyer shall share a single pylon to be located at location A on
Outpad A.  The maximum permitted sign face area (on each side) allowed by code
and the total cost of the single pylon sign shall both be shared at 70% by Buyer
and 30% by Seller.  All other signs of Buyer and Seller shall be limited only to
the applicable governing sign codes and ordinances.

         4.6  WAL-MART EASEMENT.   Buyer obtaining full reciprocal access
easements between the Property and the Wal-Mart development to the west of the
Property.  Such easements shall also be for the benefit of Outpad A.

         4.7  RECIPROCAL ACCESS EASEMENT AGREEMENT.   Buyer and Seller shall
enter into a reciprocal access easement agreement (the "R.E.A.") for the drive
aisles along the east, west and north sides of Outpad A as shown on Exhibit A
hereto.  The R.E.A. shall be drafted, agreed to and executed during the first
sixty (60) days of the Contingency Period and recorded at closing.

         4.8  ENVIRONMENTALLY CLEAN SITE.   Seller shall, at its own cost and
expense, provide Buyer with an environmentally clean site and obtain
certifications and other approvals by and from the applicable local, state and
federal agencies that the Property is an environmentally clean site, including
but not limited to the removal of all underground storage tanks, pipelines, all
contaminated soils and any other toxic or contaminated materials, wastes and
other related items, governed by the Federal Environmental Protection Agency and
the Idaho Department of Ecology enforced laws, regulations, statutes, ordinances
and requirements.  Prior to closing, Seller shall


                                          3
<PAGE>

provide Buyer with either (a) a complete copy of a "No Further Action" letter
pertaining to the Property from the Idaho Department of Ecology (the "DOE") or
if applicable removal of the Property from any state or federal DOE - Toxics
Cleanup Program C&SCS (Contaminated and Suspected Contaminated Sites) List (the
"DOE List") or (b) a report from an independent, reputable, third party
environmental engineering firm certifying, to the reasonable satisfaction of
Buyer, that all levels of contaminants are below acceptable levels.  If closing
occurs based on (b) above, Seller covenants to take prompt affirmative action to
obtain a "No Further Action" letter or cause the Property to be removed from the
DOE List as soon as possible following closing.  This condition must be
satisfied prior to closing.  If Seller is unable or unwilling to obtain such
environmental assurances or reach a mutually satisfactory agreement with Buyer
for Buyer's participation in obtaining such assurances, either party shall have
the right to terminate this Agreement and the Deposit shall be returned to Buyer
promptly thereafter.

         4.9  SELLER'S CONTINGENCY.   Seller's obligation to sell the Property
is subject to Seller being able to exercise its option to purchase the Property
from FFCA on terms acceptable to Seller and acquiring title to the property
shortly before closing.

    5.   CLOSING.

         5.1  TIME FOR CLOSING; TERMINATION DATE.   This sale shall be closed
in the office of the Closing Agent within six (6) months after all of Buyer's
conditions precedent except Section 4.8 have been satisfied or waived by Buyer.
During the six (6) months following Buyer's notification to Seller that all of
its conditions precedent except Section 4.8 have been satisfied or waived,
Seller shall discontinue its operations and dismantle and remove all of its
property from the Property site as soon as possible.  Thereafter, upon Seller's
presentation to Buyer of an environmentally clean site and satisfaction of
Section 4.8, the sale shall be closed within fifteen (15) working days on a date
mutually agreeable to Buyer and Seller.  Buyer and Seller shall deposit in
escrow with Closing Agent all instruments, documents and monies necessary to
complete the sale in accordance with this Agreement.  As used herein, "closing"
or "date of closing" means the date on which all appropriate documents are
recorded and proceeds of sale are available for disbursement to Seller.  Funds
held in reserve accounts pursuant to escrow instructions shall be deemed, for
purposes of this definition, as available for disbursement to Seller.

         5.2  ACCEPTANCE OF EXCEPTIONS.   Neither Seller nor Buyer shall be
required to close, and the Deposit and all interest thereon shall be returned to
Buyer, if any exception or item disapproved by Buyer as herein provided cannot
be removed by the date of closing; provided, however, that Buyer may elect to
waive any disapproved exceptions or items and close on the remaining terms.
Notwithstanding the foregoing, Seller may remove any defect or encumbrance
attaching by, through or under Seller after the Effective Date of this Agreement
or may terminate the Agreement as provided in Section 3.3.  Exceptions to be
discharged by Seller may be paid out of the purchase price at closing.

         5.3  PRORATIONS; CLOSING COSTS.   Taxes and assessments for the
current year and utilities constituting liens shall be prorated as of the date
of closing.  Seller shall pay the premium for the title insurance policy, real
estate excise, transfer and/or conveyance taxes, the cost of conveyance tax
stamps, if any, and one-half of Closing Agent's escrow fee.  Buyer shall pay the
cost of recording the special warranty deed, and one-half of Closing Agent's
escrow fee and the difference in the cost of the premium between standard
owner's and extended coverage.

         5.4  POSSESSION.  Buyer shall be entitled to possession upon closing.


                                          4
<PAGE>

    6.   CONVEYANCE OF TITLE.   On closing, Seller shall execute and deliver to
Buyer a special warranty deed conveying good and marketable title to the
Property free and clear of any defects or encumbrances except for the lien of
real estate taxes for the current calendar year not yet due and payable, those
defects or encumbrances appearing on the preliminary commitment for title
insurance that are approved by Buyer (the "Permitted Exceptions"), and other
encumbrances or defects approved by Buyer in writing.

    As soon as available after closing, Seller shall provide to Buyer a policy
of title insurance pursuant to the preliminary commitment, dated as of the
closing date and insuring Buyer in the amount of the purchase price against loss
or damage by reason of defect in Buyer's title to the Property subject only to
the printed exclusions and general exceptions appearing in the policy form; any
Permitted Exceptions; the exceptions specified in the preliminary commitment
which Buyer has not disapproved of as provided herein; and real property taxes
and assessments that are not delinquent.

    7.   RISK OF LOSS; CONDEMNATION.   Risk of loss of or damage to the
Property shall be borne by Seller until the date of closing.  Thereafter, Buyer
shall bear the risk of loss.   In the event of material loss of or damage to the
Property prior to the date upon which Buyer assumes the risk, Buyer may
terminate this Agreement by giving notice of such termination to Seller and
Closing Agent, and such termination shall be effective and the Deposit and
interest thereon shall be refunded ten (10) days thereafter; provided, however,
that such termination shall not be effective if Seller agrees in writing within
such ten (10) day period to restore the Property substantially to its present
condition by the closing date.

    If the Property is or becomes the subject of a condemnation proceeding
prior to closing, Buyer may, at its option, terminate this Agreement by giving
notice of such termination to Seller, and upon such termination the Deposit and
accrued interest shall be returned to Buyer and this Agreement shall be of no
further force or effect; provided, however, that Buyer may elect to purchase the
Property, in which case the total purchase price shall be reduced by the total
of any condemnation award received by Seller.  On closing, Seller shall assign
to Buyer all of Seller's rights in and to any future condemnation awards or
other proceeds payable or to become payable by reason of any taking.  Seller
agrees to notify Buyer of eminent domain proceedings within five (5) days after
Seller learns thereof.

    8.   SELLER'S REPRESENTATIONS AND WARRANTIES.   In addition to other
representations herein, Seller represents and warrants to Buyer as of the date
of closing that:

         8.1  Seller has full power and authority to execute this Agreement and
perform Seller's obligations and duties hereunder;

         8.2  The Property at closing shall not be subject to any leases,
tenancies or rights of persons in possession;

         8.3  To the best of Seller's knowledge neither the Property nor the
sale of the Property violates any applicable statute, ordinance or regulation,
nor any order of any court or any governmental authority or agency, pertaining
to the Property or the use occupancy or condition thereof;

         8.4  To the best of Seller's knowledge Seller is unaware of any
material defect in the Property;

         8.5  To the best of Seller's knowledge all persons and entities
supplying labor, materials and equipment to the Property have been paid and
there are no claims or liens;


                                          5
<PAGE>

         8.6  To the best of Seller's knowledge there are no currently due and
payable assessments for public improvements against the Property and Seller is
not aware of any local improvement district or other taxing authority having
jurisdiction over the Property in the process of formation;

         8.7  To the best of Seller's knowledge the Property has legal access
to all streets adjoining the Property;

         8.8  Seller at closing shall have good and marketable title to the
Property;

         8.9  Seller is not a "foreign person" for purposes of Section 1445 of
the Internal Revenue Code.  Prior to closing, Seller shall execute and deliver
to Closing Agent an affidavit in order to meet the Foreign Investment in Real
Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and

         8.10 Seller has not received notification of any kind from any agency
suggesting that the Property is or may be targeted for a Superfund or similar
type of cleanup.  To the best of Seller's knowledge, neither the Property nor
any portion thereof (i) is or has been used as a landfill or waste disposal
site, and (ii) does not contain any underground storage tanks except those that
will be removed pursuant to Section 4.8.  Seller agrees to indemnify, defend and
hold Buyer harmless from and against any and all loss, damage, claims,
penalties, liability, suits, costs and expenses (including, without limitation,
reasonable attorneys' fees) and also including without limitation, costs of
remedial action or cleanup, suffered or incurred by Buyer arising out of or
related to any such use of the Property, or portion thereof, occurring prior to
the conveyance to Buyer, about which Seller knew or reasonably should have known
prior to Closing and did not disclose to Buyer.

    9.   BUYER'S AUTHORITY.   Buyer represents and warrants to Seller that at
the date of execution hereof and at the date of closing Buyer, and the person
signing on behalf of Buyer, has full power and authority to execute this
Agreement and to perform Buyer's obligations hereunder.

    10.  DEFAULT.   If Seller defaults hereunder, Buyer may seek specific
performance of this Agreement, damages or rescission and Buyer shall be entitled
to return of the Deposit with accrued interest, on demand.  If Buyer defaults,
the Deposit and accrued interest shall be forfeited to Seller as liquidated
damages and as Seller's sole and exclusive remedy and upon payment thereof to
Seller, Buyer shall have no further obligations or liability hereunder except as
provided in the last Sentence of Section 2.  In any suit, action or appeal
therefrom to enforce this Agreement or any term or provision hereof, or to
interpret this Agreement, the prevailing party shall be entitled to recover its
costs incurred therein, including reasonable attorneys' fees.

    11.  NOTICES.   All notices, waivers, elections, approvals and demands
required or permitted to be given hereunder shall be in writing and shall be
personally delivered (by overnight courier service or other means of personal
service) or sent by United States certified mail, return receipt requested, to
the addressee's mailing address set forth on the signature page:

 and, in the case of Buyer, a copy to: William N. Moloney
                                       5711 NE Tolo Rd.
                                       Bainbridge Island, WA  98110

 and, in the case of Seller, a copy to: Jeff Bell
                                       50 West 990 South
                                       Brigham City, UT 84302


                                          6
<PAGE>

Either party hereto may, by proper notice to the other, designate any other
address for the giving of notice.  Any notice shall be effective when personally
delivered or, if mailed as provided herein, on the date of actual receipt.

    12.  GENERAL.   This is the entire agreement of Buyer and Seller with
respect to the matters covered hereby and supersedes all prior agreements
between them, written or oral.  This Agreement may be modified only in writing,
signed by Buyer and Seller.  Any waivers hereunder must be in writing.  No waive
of any right or remedy in the event of default hereunder shall constitute a
waiver of such right or remedy in the event of any subsequent default.  This
Agreement is for the benefit only of the parties hereto and shall inure to the
benefit of and bind the heirs, personal representatives, successors and assigns
of the parties hereto.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision hereof.

    13.  SURVIVAL OF WARRANTIES.   The terms, covenants, representations and
warranties shall not merge in the deed of conveyance, but shall survive closing.

    14.  COMMISSIONS.   A real estate commission and/or broker's fee of two
percent (2%) each shall be payable by Seller at closing to White Leasure
Development Company ("Broker") and to Consolidated Realty Group ("Broker").
Said commissions and/or broker's fees shall be as agreed upon between Seller and
the Brokers.  Seller shall hold Buyer harmless from any obligation for payment
of any real estate commissions and/or broker's fees.

    15.  EXHIBITS.   Exhibits A, B and C attached hereto are incorporated
herein as if fully set forth.
                   Exhibit A - Site Plan of the Property and Outpad A
                   Exhibit B - Legal Description of Seller's Entire Tract
                   Exhibit C - Legal Description of the Property

    16.  EFFECTIVE DATE.   The later of the Buyer's signature date and the
Seller's signature date, set forth below, shall be the "Effective Date" of this
Agreement.

                        BUYER:    EAGLE HARDWARE & GARDEN, INC.
                                  By: /s/ Richard T. Takata
                                     --------------------------------------
                                  Typed name:    Richard T. Takata
    October 17th, 1997            Its:           President and C.E.O.
--------------------------
    Buyer's signature date

                                  Address:       981 Powell Avenue S.W.
                                                 Renton, WA  98055


                        SELLER:   CFJ PROPERTIES, GENERAL PARTNERSHIP

                                  By: /s/ Barre G. Burgon
                                     --------------------------------------
                                  Typed name:    Barre G. Burgon
                                                 --------------------------
    October 20, 1997              Its:           Member of the Executive
---------------------------                      --------------------------
    Seller's signature date                      Committee
                                  Address:       50 West 990 South
                                                 Brigham City, UT  84302


                                          7
<PAGE>

                                     EXHIBIT "A"


                                     [SITE PLAN]


<PAGE>

                    EXHIBIT B                             [STAMP]



A parcel of land lying in the SE 1/4 of Section 13, Township 3 North Range 1
East of the Boise Meridian, Boise, Ada County, Idaho, more particularly
described as follows:

Commencing at the south 1/4 of Section 13, T.3N., R.1E., B.M., thence N 00 DEG.
15'43"E 485.00 feet along the west line of the SE 1/4 of Section 13 to a point;

Thence S 89 DEG. 29'09" E 224.85 to the REAL POINT OF BEGINNING of this
description;

Thence N 00 DEG. 15'50" E 154.29 feet to a point on the southerly right-of-way
of I-84;

Thence along a curve to the right 251.21 feet, said curve having a radius of
7,589.44 feet, a central angle of 01 DEG. 53'47", tangents of 125.61 feet, and a
chord of 251.19 feet which bears S 57 DEG. 04'26" E to a point on a curve;

Thence S 33 DEG. 52'26" W 5.00 feet to a point on a curve;

Thence a long a curve to the right 14.99 feet, said curve having a radius of
7,584.44 feet, a central angel of 00 DEG. 06'48", tangents of 7.50 feet and a
chord of 14.99 feet which bears S 56 DEG. 04'09" E to a point of tangency;

Thence S 56 DEG. 00'45" E 354.82 feet along said right-of-way to a point on the
west line of Cates Subdivision;

Thence S 00 DEG. 15'35" W 781.07 feet along said west line to a point on the
northerly right-of-way of Overland Road;

Thence N 89 DEG. 29'09" W 71.99 feet along said northerly right-of-way to a
point;

Thence S 00 DEG. 15'50" W 130.42 feet along said northerly right-of-way to a
point;

Thence S 52 DEG. 54'13" W 36.05 feet along said northerly right-of-way to a
point;

Thence N 89 DEG. 29'09" W 299.35 feet along said northerly right-of-way to a
point;

Thence N 00 DEG. 15'50" E 424.50 feet to a point;

Thence N 89 DEG. 29'09" W 290.75 feet to the REAL POINT OF BEGINNING of this
description.

This parcel contains 632,098 square feet, (14.51 acres), more or less.

Michael E. Marks, No. 4998
                                        [SEAL]


<PAGE>

                                     EXHIBIT "C"

                          LEGAL DESCRIPTION OF THE PROPERTY

                                         AND

                                      PARCEL MAP

(To be provided by Buyer upon completion of the ALTA/ACSM Class A survey as set
forth in Section 3.2).



                                     EXHIBIT "C"