<PAGE>

                      AGREEMENT OF PURCHASE AND SALE
                                   AND
                        JOINT ESCROW INSTRUCTIONS


To:   First American Title Insurance Company    Escrow No.
                                                Escrow Officer:
Address:
                                                Title Order No.
                                                Title Officer:

     This Agreement of Purchase and Sale and Joint Escrow Instructions 
("Agreement") is dated the 27 day of May, 1998 and entered into by and 
between NEVADA INVESTMENT HOLDINGS, INC., a Nevada corporation ("Seller") and 
EAGLE HARDWARE & GARDEN, INC., a Washington corporation, or assigns as may be 
allowed herein ("Buyer") for purchase and sale of certain real property 
situate in Los Angeles County, California, consisting of approximately It is 
estimated that the Property contains approximately 425,100 square feet. 
improved real property and located at the southwest corner of Azusa Avenue 
and Grandahl Street in Covina, California, together with any improvements 
thereon and all rights appurtenant thereto (the "Property"). The Property is 
shown in approximate location on Buyer's proposed site plan dated February 
20, 1998 and numbered X467-A (the "Site Plan") and attached hereto as Exhibit 
A. The legal description of the Property is attached to this Agreement as 
Exhibit B 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 Five Million Dollars ($5,000,000.00).

     2.  EARNEST MONEY DEPOSIT/OPENING OF ESCROW. Within three (3) business 
days after the Effective Date, Buyer will deliver a fully executed 
counterpart original of this Agreement to First American Title Insurance 
Company in Santa Ana ("Escrow Holder") and deposit earnest money of one 
hundred thousand dollars ($100,000) (the "First Deposit") with Escrow Holder. 
For purposes of this Agreement, the Escrow shall be deemed opened ("Opening 
of Escrow") on the date Escrow Holder has received the Initial Deposit from 
Buyer and an executed counterpart of this Agreement. Escrow Holder shall 
notify Buyer and Seller, in writing of such date. Escrow Holder shall place 
the First Deposit (and Second and Third Deposits, if any, as defined in 
Section 3.12 below) in an interest-bearing account, with interest to accrue 
to Buyer's benefit. The First, Second and Third Deposits shall all be applied 
against and credited to the purchase price. Except as set forth in Section 
3.12, if this transaction does not close for any reason other than default by 
Buyer under this Agreement, all 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.

     3.  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 
expiration of the applicable time periods described below:

        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,


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Form B-1987) issued by Escrow Holder ("Report"), with copies of all 
documents listed as exceptions set forth therein.

        3.2  ALTA/ACSM SURVEY. Within twenty (20) days after the Effective 
Date, Seller shall provide Buyer with a new ALTA/ACSM survey with land area 
certification of the Property ("Survey").

        3.3  TITLE AND SURVEY APPROVAL PERIODS. Buyer shall have fifteen (15) 
days from the latter of the receipt of the Report and Survey ("Title Review 
Period") to notify Seller of its disapproval or conditional approval of any 
exceptions shown in the Report or any items shown on the Survey ("Buyer Title 
Notice"). The failure of Buyer to give Buyer's Title Notice on or prior to 
the expiration of the Title Review Period shall be deemed to constitute 
Buyer's approval of the Report and Survey. If the Buyer Title Notice is so 
given, Seller, in its sole discretion, may elect to attempt to cause all or 
any of such disapproved or conditionally approved exceptions or items to be 
removed or insured over on or before closing. If Seller makes such election, 
Seller shall give notice of same to Buyer ("Seller Title Notice") within 
twenty (20) days after the receipt of the Buyer Title Notice. If Seller does 
not send the Seller Title Notice, or if Seller sends the Seller Title Notice 
but does not elect to cause all such disapproved or conditionally approved 
exceptions or items to be removed or insured over to Buyer's reasonable 
satisfaction on or before closing, Buyer may elect to either waive its 
objections or to give notice that Buyer elects to terminate this Agreement 
("Buyer Termination Notice"). The Buyer Termination Notice shall be given 
prior to Buyer either receiving a reasonably acceptable Seller Title Notice 
or receiving notification from the Title Insurance Company that all 
exceptions to which it objected will be deleted or insured over. If Buyer and 
Seller reach agreement on an approved state of title and title is not in such 
condition on or before the closing, then Buyer shall have the right, by a 
writing delivered to Seller and Escrow Holder, to either accept title in the 
condition at closing or to terminate this Agreement. On any such termination 
as set forth above, Escrow Holder shall refund the Deposits 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 
except as otherwise provided herein.

        3.4  SITE SUITABILITY. Buyer's determination that the Property is 
feasible in all respects for Buyer's intended use, including but not limited 
to, the following: determining that Buyer's selected building configuration 
plan can be satisfactorily adapted to the site utilizing as much of the 
existing buildings as possible: and that Buyer's proposed parking plan, on 
site vehicle and pedestrian circulation plan and street access plan for the 
Property all meet or exceed Buyer's minimum criteria; and that the local 
governmental requirements for landscaping, open area, building to land ratio, 
set-backs and parking can be satisfied within Buyer's plans as shown on 
Exhibit A and that all utilities are available of adequate capacity to serve 
Buyer's needs.

        3.5  STUDIES. Satisfactory results of all soils, engineering, 
environmental, topography, hazardous waste, geotechnical, hydrology, wetlands 
and other studies ("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. During the Feasibility 
Period, Buyer and its agents, contractors and employees may enter on the 
building currently occupied by Kids "R" Us ("Kids Building"), on two (2) 
business days prior written notice to Seller, for the purpose of conducting 
any of the applicable studies referenced above and an asbestos survey and 
removal estimate, provided that such entry shall be subject to the rights of 
the tenant occupying the Kids Building. Any investigations or tests shall be 
at Buyer's expense and performed by properly licensed and qualified persons. 
Any proposed physical testing or drilling requires Seller's approval which 
shall not be unreasonably withheld or delayed. Seller may have a 
representative accompany Buyer and its agents, contractors or employees while 
they are on the Property; and, prior to any entry involving physical testing 
or other physical disturbance, Seller may require Buyer to provide proof of 
comprehensive general liability insurance naming Seller and the tenant 
occupying the Kid's Building as an additional insured in an amount and with 
coverage reasonably satisfactory to Seller. Within ten (10) days from the


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Effective Date, Seller shall deliver to Buyer information contained in 
Seller's files or available to Seller with respect to the Property and, more 
specifically, to the extent Seller has same in its files, construction and 
engineering plans, drawings and specifications for the existing buildings, 
and all other material, data, filings, applications, P.U.D. information, 
wetland mitigations, topographic surveys, soils tests, environmental 
assessments, environmental remediation and other information or data with 
respect to the Property that Seller may have in its files.  Seller, at no 
expense to Seller, shall also cooperate and assist Buyer in obtaining from 
Dayton Hudson corporation, Target Stores division ("Target") or Kids "R" Us 
("Kids"), to the extent they may have same, all such information that is not 
in Seller's files.  Seller makes no express or implied warranty or 
representation of any kind as to the accuracy or completeness of any such 
documents.  Buyer shall indemnify and defend Seller against, and hold Seller 
harmless from, any and all liabilities, losses, damages, claims, liens, 
attorneys' fees, court costs, and litigation expenses of any kind or nature 
arising directly from the entry of Buyer, its agents, contractors or 
employees onto the Property; except that this provision is not intended to 
apply to the mere discovery of asbestos or other hazardous or toxic 
substances or materials or any consequences as a result of such mere 
discovery.  If Buyer conducts any physical analysis on the Property, and if 
this transacation does not close, Buyer shall return the Property to the 
condition it was in before Buyer conducted the analysis and Buyer shall 
deliver copies of all studies to Seller.  The provisions of this Section 3.5 
shall survive Close of Escrow.

         3.6  APPROVALS AND PERMITS.  Issuance, (at not cost to Seller, 
obligation of Seller or condition placed upon the Property), of any and/or 
all applicable required governmental approvals (city, county, state, federal) 
including but not limited to the following:  (i) PUD and/or replat, parcel 
consolidation and lot line adjustment of the Property; (ii) Los Angeles 
Department of Public Works re: San Dimas Wash (Channel)(see Section 3.7 
below); (iii) subdivision approvals and/or rezoning approvals; (iv) 
California Department of Transportation highway access and traffic signal 
approvals; (v) City and/or County approvals, i.e.; building permits, use 
permits, sign permits, design review approvals, site plan approvals, parking 
variances and street vacancies; (vi) any other approvals, as applicable, of 
any kind from any and all governmental agencies having jurisdiction over the 
Property; necessary for Buyer to develop and construct its store building, 
garden yard, greenhouse and any other improvements that Buyer deems necessary 
in its sole determination to conduct its selected business operations on the 
Property as shown on Exhibit A.  The timing, conditions and cost of the 
permits and approvals (including any mitigation fees) must be acceptable to 
Buyer.

          3.7  SAN DIMAS WASH LAND USE.  Acquisition (at no cost to Seller, 
obligation of Seller or condition placed upon the Property), from the Los 
Angeles Department of Public Works by means of a long term ground lease or 
access and use easement agreement prior to the end of the Contingency Period 
(as described below) for the approximately .769 acres (33,500 square feet) of 
vacant bare ground (approximately 50 feet wide by approximately 670 feet 
long) which is a part of the San Dimas Wash drainage channel right-of-way.  
The area lies on the north side of the concrete channel and abuts the full 
length of the south side of the Property.  The area is to be used exclusively 
for parking and vehicular circulation with appropriate landscaping and a six 
foot high chainlink safety fence along the channel edge all as shown on 
Exhibit A.

         3.8  STREET RIGHT OF WAY REDUCTION.  Approval (at no cost to Seller, 
obligation of Seller or condition placed upon the Property), by the City of 
Covina, prior to the end of the Contingency Period, (i) for the 
reconfiguration and right of way reduction of Grandahl Street as shown on 
Exhibit A; and (ii) that all vacated R.O.W. area lying south of the 
reconfigured R.O.W. shall become part of the Property at no expense to Buyer 
or Seller and (iii) that all R.O.W. reconfiguration work shall be completed 
in concert with the completion of all Buyer's on site work and building 
remodel; and (iv) that Buyer, at its cost, can construct the proposed 
neighborhood entry feature and identity monument sign (as shown on Exhibit 
A), including sign wall and island landscaping; and that (v) maintenance of 
the neighborhood entry feature landscaping and sign after completion shall be 
the responsibility of the neighborhood community or the City of Covina.


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         3.9  ENVIRONMENTAL MITIGATION.  Within fifteen (15) days of the 
Effective Date, Seller shall deliver to Buyer a current Phase 1 environmental 
report on the Property and an asbestos report on the vacant building 
currently still under lease by Dayton Hudson Corporation ("Target Building"). 
Within forty-five (45) days of the Effective Date, Seller shall deliver to 
Buyer an asbestos report, prepared by a certified environmental consultant, 
and a written estimate of the costs of the asbestos removal from a certified 
asbestos removal contractor on the Kids Building.  Seller makes no express or 
implied warranty or representation of any kind as to the accuracy or 
completeness of any such reports.  No later than thirty (30) days prior to 
the end of the Contingency Period, Seller at its own cost and expense shall 
remove all asbestos from the Target Building as indicated by the asbestos 
report for the Target Building.  Seller shall provide Buyer with a report 
from the asbestos contractor indicating the completion of such work.  Not 
later than fifteen (15) days prior to the end of the Contingency Period, 
Seller shall obtain at least two (2) bids for the removal of asbestos from 
the Kids Building and shall deliver copies of such bids to Buyer.  Buyer and 
Seller shall work together in good faith to reach agreement on the selection 
of one (1) such bid.  At Closing, the cost of removal of asbestos from Kids 
Building per the bid so selected by Seller and Buyer shall be a credit 
against the Purchase Price.  Other than as set forth above, Buyer shall 
satisfy itself as to the environmental condition of the Property and Seller 
makes no representations as to same.

         3.10  VACATION OF KIDS "R" US AND THE TARGET BUILDINGS.  Not more 
than thirty (30) days prior to the end of the Contingency Period, Buyer shall 
have successfully completed negotiations (on terms acceptable to Buyer) with 
Kids, the current occupant and any other occupants, ("tenants(s)") of the 
Kids Building for the leasehold termination and vacation of the premises by 
the tenant(s) on or before the Closing Date.  It shall be Seller's duty to 
deliver the Target Building free of any leasehold tenancies or other 
occupancies and vacated by any occupants on or before the Closing Date.

         3.11  TIME PERIODS.  Buyer shall have until 5:00 P.M. PST on June 
14, 1998, to waive the contingencies set forth in Sections 3.4 and 3.5 (the 
"Feasibility Period").  If Buyer does not waive the contingencies set forth 
in Sections 3.4 and 3.5 in writing to Seller on or before the expiration of 
the Feasibility Period, the First Deposit, with interest, shall be refunded 
by Escrow Holder to Buyer and this Agreement shall terminate and be null and 
void except as otherwise provided herein.  Buyer shall have until 5:00 P.M. 
PST on October 12, 1998 (the "Contingency Period") from the end of the 
Feasibility Period to waive the contingencies set forth in Sections 3.6, 3.7, 
3.8, 3.9. and 3.10.  If Buyer does not waive the contingencies set forth in 
Sections 3.6., 3.7, 3.8, 3.9. and 3.10 in writing to Seller on or before the 
expiration of the Contingency Period and does not extend the Contingency 
Period as allowed in Section 3.12 below, the First Deposit, with interest, 
shall be refunded by Escrow Holder to Buyer and this Agreement shall 
terminate and be null and void except as otherwise provided herein.

         3.12  EXTENSION PERIODS.  If Buyer has satisfied or waived the 
contingencies set forth in Sections 3.4 and 3.5 within the time period 
allowed and is diligently pursuing the applicable required approvals, 
agreements and permits set forth in Sections 3.6, 3.7, 3.8, 3.9 and 3.10, 
Buyer shall be allowed a first thirty (30) day extension of the Contingency 
Period ("First Extension Period"), upon performing the following prior to the 
end of the Contingency Period: (i) depositing with Escrow Holder an 
additional fifty thousand dollar ($50,000.00) deposit ("Second Deposit") 
which deposit shall be non refundable to Buyer upon deposit unless Seller is 
in default under this Agreement; and (ii) sending written notification to 
Seller of such deposit.  If Buyer does not waive the contingencies set forth 
in Sections 3.6, 3.7, 3.8, 3.9 and 3.10 in writing to Seller on or before the 
expiration of the First Extension Period and does not extend the Contingency 
Period a second time as allowed below, the First Deposit, with accrued 
interest, shall be refunded by Escrow Holder to Buyer and the Second Deposit, 
with accrued interest, shall be released by the Escrow Holder to the Seller 
and the Purchase Agreement shall terminate and be null and void except as 
otherwise provided herein. If Buyer is diligently pursuing the applicable 
required approvals, agreements and permits set forth in Sections 3.6, 3.7, 
3.8, 3.9 and

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3.10, Buyer shall be allowed a second thirty (30) day extension of the 
Contingency Period ("Second Extension Period"), upon performing the following 
prior to the end of the First Extension Period: (i) depositing with Escrow 
Holder an additional fifty thousand dollar ($50,000.00) deposit ("Third 
Deposit"), which deposit shall be non refundable to Buyer upon deposit, 
unless Seller is in default under this Agreement; and (ii) sending written 
notification to Seller of such deposit. If Buyer does not waive the 
contingencies set forth in Sections 3.6, 3.7, 3.8, 3.9 and 3.10 in writing to 
Seller on or before the expiration of the Second Extension Period, the First 
Deposit, with accrued interest, shall be refunded by the Escrow Holder to 
Buyer and the Second Deposit and Third Deposit, with accrued interest, shall 
be released by Escrow Holder to Seller and this Agreement shall terminate and 
be null and void except as otherwise provided herein.

          3.13  INDEMNITY.  Buyer shall defend, indemnify and hold Seller 
harmless from and against any and all claims, actions, loss, cost, fee, 
assessment or similar charge, damage (including, without limitation, any 
diminution in the market value of the Property) and expense (including 
reasonable attorneys' fees) resulting from Buyer obtaining any governmental 
approvals, authorizations, actions, acquisitions, leases or permits as set 
forth in Sections 3.6 through 3.9 above. This provision shall survive the 
closing of this transaction or termination of this Agreement.

          3.14  AS IS.  If this Agreement remains in existence after the 
Contingency Period, Buyer shall be deemed to have represented to Seller that 
(A) Buyer has concluded whatever studies, tests, and investigations 
concerning the Property Buyer desires and (B) Buyer has examined and approved 
the condition and all other aspects of the Property and (C) the Property 
shall be sold, and shall be received by Buyer, at Close of Escrow, in its 
then condition AS-IS and WITH ALL FAULTS, including any faults mentioned in 
this Agreement and (D) except as may be specifically set forth herein, Seller 
has made no representations or warranties whatsoever concerning the Property 
including but not limited to any representations or warranties concerning: 
(i) the value, physical condition, condition of title, suitability, 
merchantability, or fitness for a particular use or purpose of the Property; 
(ii) the area, shape, size, configuration, location, capacity, square 
footage, acreage, dimensions, or zoning of the Property; (iii) the soils 
condition, topography, geology, or drainage of the Property; (iv) the 
existence of any flood plain, floodway, flood hazard area special studies 
zone, seismic safety zone, or geological fault affecting the Property; (v) 
the availability of utilities to the Property, or access to the Property by 
public road or otherwise; (vi) the nature or quality of any materials, labor, 
workmanship construction, design, engineering, or composition of any 
improvements affixed to the Property; (vii) and development agreements with 
cities, counties, or other governmental agencies; (viii) the environmental 
condition of the Property; and (ix) any law, statute, regulation, rule, 
ordinance, decree, or court order (including without limitation, any zoning 
law or ordinance) affecting the Property.

     4.   CLOSING.

          4.1  TIME FOR CLOSING; TERMINATION DATE.  This sale shall be closed 
in the office of the Escrow Holder within fifteen (15) days after all of 
Buyer's conditions precedent have been satisfied or waived by Buyer on a date 
mutually agreeable to Buyer and Seller. Buyer and Seller shall deposit in 
escrow with Escrow Holder all instruments, documents and monies necessary to 
complete the sale in accordance with this Agreement. As used herein, 
"closing", "Closing", "Closing Date" "date of closing" or Close of Escrow" 
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.

          4.2  INTENTIONALLY DELETED.


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          4.3  PRORATIONS; CLOSING COSTS; DISBURSEMENTS.  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 CLTA 
title insurance policy, real estate excise, transfer and/or conveyance taxes, 
the cost of conveyance tax stamps, if any, and one-half of Escrow Holder's 
escrow fee. Buyer shall pay the cost of recording the deed, one-half of 
Escrow Holder's escrow fee and the difference in the cost of the premium 
between CLTA owner's and ALTA owner's extended coverage. Buyer shall receive 
a credit at closing for the cost of the asbestos removal from the Kids 
Building as provided in Section 3.9 above. Rent for the month of the Closing 
shall be prorated on a per diem basis as of the Closing. CAM charges under 
the Leases shall, if paid monthly by the tenants, not be prorated and any 
refund to which a tenant may be entitled as a result of overpayment shall be 
assumed by, and shall be the responsibility of Buyer. Seller shall not be 
responsible for any underpayment of CAM charges, but shall assign to Buyer 
any and all CAM funds it is holding as of the Close of Escrow. Upon the Close 
of Escrow, the Escrow Holder shall promptly undertake all of the following in 
the manner indicated: (a) prorate all matters referenced above based upon the 
statement delivered into Escrow signed by the parties; (b) cause for Grant 
Deed and any other documents which the parties hereto may mutually direct, to 
be recorded in the Official Records of Los Angeles County, California; (c) 
disburse from funds deposited by Buyer with Escrow Holder towards payment of 
all items chargeable to the account of Buyer pursuant hereto in payment of 
such costs, including, without limitation, the payment of the Purchase Price 
to Seller, and disburse the balance of such funds, if any, to Buyer; and (d) 
direct the Title Company to issue the Title Policy to Buyer.

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

     5.  CONVEYANCE OF TITLE.  On closing, Seller shall execute and deliver 
to Buyer a grant deed ("Grant Deed") conveying 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 Report that were approved or deemed 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 CLTA 
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; and Permitted Exceptions; the exceptions specified in the 
Report which Buyer has not disapproved of (or conditionally approved unless 
the condition has been satisfied) as provided herein; and real property taxes 
and assessments that are not delinquent.

     6.  RISK OF LOSS; CONDEMNATION.  Risk of loss of or damage to the 
Property shall be borne by the 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 Escrow Holder, and such termination shall be effective and the Deposits 
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 opinion, terminate this Agreement by 
giving notice of such termination to Seller, and upon such termination the 
Deposits and accrued interest shall be returned to Buyer and this Agreement 
shall be of no further force or effect except as otherwise provided herein; 
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

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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.

         7.  SELLER'S REPRESENTATIONS AND WARRANTIES. Other than as set forth 
below, Buyer acknowledges that neither Seller nor its agents have made, do 
make, or will make, and each hereby disclaims any representation or warranty, 
whether express, implied, or statutory, whether oral or written, with respect 
to the Property.

In addition to other representations herein, Seller represents and warrants 
to Buyer as of the date of closing that:

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

         7.2  The Property is not subject to any lease or tenancies except the 
leases with Target and Kids.

         7.3  The employees of Seller's agent listed below as "Representing 
Employees" have not received any notice and are not aware of any notice that 
the Property, the sale of the Property or the use occupancy or condition of 
the Property violates any applicable statute, ordinance or regulation, or any 
order of any court or any governmental authority or agency;

         7.4  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 Escrow Holder an affidavit in order to meet the Foreign Investment in 
Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and

         7.5  The employees of Seller's agent listed below as "Representing 
Employees" represent that, without having done any investigation whatsoever 
(other than Phase 1 and asbestos reports referenced in Section 3.9), they 
have received no notice and are not aware of (other than as might be shown in 
the Phase 1 and asbestos reports referenced in Section 3.9)(i) any notice 
from any agency suggesting that the Property is or may be targeted for a 
Superfund or similar type of cleanup, or (ii) that the Property has ever been 
used for the storage of oil, solvents, fuels or chemicals in violation of any 
governmental law, order or regulation. However, Seller advises Buyer to 
review the Phase 1 referenced in Section 3.9 to satisfy itself as to the 
history of such uses, if any on the Property.

         7.6  The "Representing Employees" as used in this Section 7 are the 
following individuals, who are all employed by Su elt Management Company, 
Seller's agent, and whose titles reference their titles with Su elt 
Management Company: Richard M. Reeves, President; Raymond G. Gardner, Sr. 
Vice President; Michael W. Holmes, Vice President, Western Region; and Robert 
E. Griffin, Vice President, Property Management.

    8.  BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants 
to Seller that; (i) at the Effective Date 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; and (ii) 
Buyer is a sophisticated and experienced buyer of properties such as the 
Property. In deciding to purchase the Property and to enter into this 
Agreement, Buyer has investigated and researched (or will investigate and 
research) the Property, through consultants or otherwise, to the extent Buyer 
deems prudent.

    9. 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 BREACHES THE OBLIGATION TO COMPLETE THE PURCHASE OF THE PROPERTY, 
THEN SELLER, BY NOTICE TO BUYER, MAY TERMINATE BUYER'S

                                       7
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RIGHTS TO PURCHASE THE PROPERTY AND, AS SELLER'S SOLE REMEDY FOR THE DEFAULT 
BY BUYER, SELLER SHALL RECEIVE AND RETAIN THE DEPOSIT UNDER THIS AGREEMENT 
AS LIQUIDATED AND AGREED UPON DAMAGES. BY INITIALING THE SPACES WHICH FOLLOW, 
BUYER AND SELLER SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND 
PROVISIONS OF THIS PARAGRAPH CONCERNING LIQUIDATED DAMAGES. BUYER AND SELLER 
ACKNOWLEDGE THE IMPRACTICALITY AND EXTREME DIFFICULTY OF FIXING THE ACTUAL 
DAMAGES SELLER WOULD SUSTAIN AS A RESULT OF THE BREACH OF BUYER'S OBLIGATION 
TO COMPLETE THE PURCHASE OF THE PROPERTY, AND THAT UNDER THE CIRCUMSTANCES 
EXISTING AS OF THE EFFECTIVE DATE, THE LIQUIDATED DAMAGES PROVIDED FOR IN 
THIS SECTION REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WILL 
INCUR AS A RESULT OF BUYER'S FAILURE TO COMPLETE THE PURCHASE. HOWEVER, THIS 
SECTION SHALL NOT LIMIT SELLER'S RIGHTS UNDER THE INDEMNITY OBLIGATIONS OR 
ATTORNEY'S FEES PROVISIONS OF THIS AGREEMENT.

SELLER'S INITIALS   [ILLEGIBLE]         BUYER'S INITIALS      [ILLEGILE]
                 -------------------                     ---------------------

    If any legal action or other proceeding is brought for the enforcement of 
this Agreement, or because of an alleged dispute, breach, default or 
misrepresentation in connection with any of the provisions of this Agreement, 
the successful or prevailing party or parties shall be entitled to recover 
reasonable attorneys' fees and other costs incurred in that action or 
proceeding, in addition to any other relief to which it or they may be 
entitled. If any party makes a written settlement offer which is not accepted 
by the other party, then if the amount recovered by such other party is less 
than the amount of the settlement offer, the party making the settlement 
offer shall be considered the prevailing party.

    10.  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.
                                       Bai ridge Island, WA 98110

and, in the case of Seller, a copy to: Su elt Management Company
                                       220 Congress Park Drive, Suite 215
                                       Delray Beach, FL 33445
                                       Attention: Richard M. Reeves
                                       Tel. No.: (561) 265-1300
                                       Facsimile No.: (561) 265-1308

                                       and:
 
                                       Su elt Management Company
                                       5405 Morehouse Drive, Suite 310
                                       San Diego Ca 92121
                                       Attention: Michael W. Holmes
                                       Tel. No. (619) 554-1988
                                       Facsimile No. (619) 554-1985

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.

                                       8

<PAGE>

     11.  NO NEGOTIATIONS WITH THIRD PARTY.  Seller shall not negotiate nor 
commit to sell, lease or otherwise transfer the Property or any portion 
thereof to any other person or party as long as Buyer is proceeding in good 
faith to perform its duties under this Agreement; provided, however, Seller 
may accept back-up offers subject to this transaction but this proviso shall 
not relieve Seller of its duty of confidentiality pursuant to Section 15 
below. This covenant shall remain in full force and effect and be legally 
binding upon Seller until termination of this Agreement.

     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, provided that 
this Agreement may not be assigned by Buyer without the prior written consent 
of Seller, which Seller may grant or withhold in its sole and absolute 
discretion except to any entity of which Buyer is affiliated. However, no 
assignment shall be effective until the assignee entity assumes in writing 
the obligations of Buyer under this Agreement. Buyer shall remain obligated 
unless specifically released by Seller. Any purported assignment made without 
satisfying the requirements of this Section shall be null and void, not 
merely voidable. Additionally, at Seller's election, the purported assignment 
shall constitute a default by Buyer under this Agreement, for which Seller 
may terminate this Agreement and retain the Deposit as liquidated damages. If 
the date for performance or giving notice under this Agreement is a Saturday, 
Sunday or banking holiday in California, the date for performance or notice 
shall be extended until the next day that is not a Saturday, Sunday or 
banking holiday.

     13.  SURVIVAL.  The representations, indemnities, releases and 
warranties shall not merge in the deed of conveyance, but shall survive 
closing and shall survive the termination of this Agreement.

     14.  BROKER'S FEE.  All real estate commissions and/or broker's fees 
shall be payable by Seller at closing to Pentz & Partners, Inc. (the 
"Broker") and Grubb and Ellis (the "Co-Broker"). Said commission and/or 
broker's fee shall be as agreed upon in a separate agreement between Seller 
and the Broker. Said agreement shall hold Buyer harmless from any obligation 
for payment of any real estate commissions and/or broker's fees and shall 
survive closing.

     15.  CONFIDENTIALITY.  Seller and Buyer as of the Effective Date agree 
not to directly or indirectly provide any information about the Property 
and/or the sale of the Property or to discuss any of the terms of this 
Agreement and the timing of the project or any other items regarding the 
transaction with any other person or entity other than their employees, 
agents and attorneys (who shall be directed as to the same by Seller and 
Buyer), unless and until Buyer notifies Seller in writing that this 
transaction cannot be consummated.

     16.  EXHIBITS.  Exhibits A and B attached hereto are incorporated as if 
fully set forth.

                              Exhibit A - Site Plan
                              Exhibit B - Legal Description of the Property

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

     18.  ESCROW HOLDER.  The parties appoint Escrow Holder to consummate the 
purchase described in and consistent with this Agreement. Buyer and Seller 
agree to execute, deliver and be bound by any reasonable or customary 
supplemental escrow instructions of Escrow Holder or 

                                       9

<PAGE>

other instruments as may reasonably be required by Escrow Holder in order to 
consummate the transaction contemplated by this Agreement. Any such 
supplemental instructions shall not conflict with, amend or supersede any 
portions of this Agreement. If there is any inconsistency between such 
supplemental instructions and this Agreement, this Agreement shall control. 
In addition, Seller and Buyer designate Escrow Holder as the "real estate 
reporting person" for the transaction under Section 6045(e) of the Internal 
Revenue Code.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of signature dates set forth below.

BUYER:                  EAGLE HARDWARE & GARDEN, INC.

By:                     /s/ Richard T. Takata
                        ------------------------
Typed name:             Richard T. Takata
Its:                    President and C.E.O.

By:                     /s/ Ronald Maccarone
                        --------------------

Typed Name:             Ronald Maccarone
                        --------------------

Its:                    Executive Vice President - Finance and C.F.O.
                        --------------------

Buyer's signature date  May 15, 1998
                        ---------------------------

SELLER:                 NEVADA INVESTMENT HOLDINGS, INC.

By:                     /s/ Richard M. Reeves
                        ---------------------

Typed name:             Richard M. Reeves
                        ---------------------
 
Its:                    Authorized Signatory
                        ---------------------
 
By:                     /s/ Michael W. Holmes
                        ---------------------

Typed name:             Michael W. Holmes
                        ---------------------

Its:                    Authorized Signatory
                        ---------------------

Seller's signature date May 27, 1998
                        ---------------------

                                       10

<PAGE>

ACCEPTANCE BY ESCROW HOLDER

     First American Title Insurance Company hereby acknowledges that it has 
received a fully executed original of the foregoing Agreement of Purchase 
and Sale and Joint Escrow Instructions and agrees to act as Escrow Holder 
thereunder and to be bound by and perform the terms thereof as such terms 
apply to Escrow Holder.


                                  FIRST AMERICAN TITLE INSURANCE COMPANY

                                  By:  
                                     ---------------------------------
                                  Typed name:
                                              -----------------------
                                  Its: 
                                              -----------------------


                                  ---------------------------------, 1998
                                  Escrow Holder's signature date

                                      11
<PAGE>
                                       
                                  EXHIBIT "A"




                                 [GRAPHIC MAP]

<TABLE>
<S>                                    <C>
Purchased load.......................  392,000 SF = 9.0 AC
San Dimas Wash land use..............   33,600 SF = 0.769 AC
Vacated Grandahl 91 R.O.W............   13,975 SF = 0.31 AC
                                       ---------------------
                                       439,015 SF = 10.08 AC
</TABLE>



<TABLE>
<CAPTION>

PROJECT DATA
------------
<S>                                      <C>
TOTAL LAND AREA.................................   439,015 S.F./=10.8 AC
-----------------------------------------------------
TOTAL BUILDING FOOTPRINT........................   160,272 S.F.
-----------------------------------------------------
     EAGLE BUILDING SHELL.......................   129,472 S.F.
     EAGLE GARDEN DEPT..........................    30,800 S.F.
PARKING REQUIRED................................    686 spaces
-----------------------------------------------------
     EAGLE BUILDING (129,472 S.F. @ 1/200.......    647 spaces
     EAGLE GARDEN (30,800 S.F. @ 1/800).........     39 spaces
PARKING PROVIDED (with a variance)..............    569 spaces
-----------------------------------------------------
     EAGLE BUILDING & GARDEN....................    569 spaces
                      (incl. 7 HDCP, 10 Load Lanes & 14 contract)
</TABLE>



PROPOSED:
---------
EAGLE HARDWARE & GARDEN
----------------------------------
EWC OF AZUSA AVE. AND GRONDAHL
COVINA CALIFORNIA
----------------------------------
DRAWING NO. X467.A DATED - 2/20/98
Eagle Hardware & Garden, Inc.
Store Development Dept.

<PAGE>

                                  EXHIBIT "B"
                               LEGAL DESCRIPTION

THE ITEM NUMBERS LISTED BELOW ARE REFERENCED FROM FIRST AMERICAN TITLE 
INSURANCE COMPANY AS PRELIMINARY REPORT DATED MARCH 21, 1997. FIRST AMERICAN 
TITLE INSURANCE COMPANY ORDER NUMBER 9706544-52

TITLE TO SAID ESTATE OR INTEREST AT THE DATE HEREOF IS VESTED IN:

     NEVADA INVESTMENT HOLDINGS, INC., A NEVADA CORPORATION.

THE ESTATE OR INTEREST IN THE LAND HEREINAFTER DESCRIBED OR REFERRED TO 
COVERED BY BY THIS REPORT IS:
     A FEE, AS TO PARCEL(S):  1
     AN EASEMENT, AS TO PARCEL(S):  2

THE LAND REFERRED TO HEREIN IS DESCRIBED AS FOLLOWS:

PARCEL 1:

THAT PORTION OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 1 SOUTH, RANGE 
10 WEST, RANGE 10 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF COVINA. 
ACCORDING TO THE OFFICIAL PLAY OF SAID LAND ON FILE IN THE DISTRICT LAND 
OFFICE ON OCTOBER 31, 1873. DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF LOT 11 OF TRACT 22813, AS SHOWN ON MAP 
RECORDED IN BOOK 618 PAGE 69 TO 72 INCLUSIVE OF MAPS, IN THE OFFICE OF THE 
COUNTY RECORDED OF SAID COUNTY; THENCE ALONG THE EASTERLY BOUNDARY OF SAID 
TRACT, NORTH 175'00" WEST 450.00 FEET AND NORTH 21'23'26" WEST 163.72 FEET; 
AND NORTH 30'00'00" WEST 6.01 FEET TO THE SOUTHERLY LINE OF GRONDAHL STREET, 
AS SHOWN ON MAP OF SAID TRACT 22813; THENCE ALONG SAID GRONDAHL STREET, NORTH 
65'10'20" EAST 0.46 FEET TO THE BEGINNING OF A TANGENT CURVE IN SAID GRONDAHL 
STREET, CONCAVE TO THE SOUTH AND HAVING A RADIUS OF 520.00 FEET; THENCE 
EASTERLY ALONG SAID CURVE 225.53 TO THE END OF SAME; THENCE CONTINUING ALONG 
SAID STREET SOUTH 89'38'51" EAST 396.99 FEET TO A POINT IN THE SOUTHERLY LINE 
OF SAID GRONDAHL ST. DISTANT WESTERLY, MEASURED AT RIGHT ANGLES ALONG SAID 
SOUTHERLY LINE AND THE EASTERLY PROLONGATION OF THE TANGENT PORTION THEREOF. 
125.00 FEET FROM THE WESTERLY LINE OF AZUSA AVE, AS SHOWN MAP OF SAID TRACT 
22813; THENCE LEAVING SAID SOUTHERLY LINE AND PARALLEL WITH SAID WESTERLY 
LINE OF AZUSA AVENUE, SOUTH 0'21'09" WEST 125.00 FEET; THENCE PARALLEL WITH 
SAID SOUTHERLY LINE AND THE EASTERLY PROLONGATION OF THE TANGENT PORTION OF 
SAID SOUTHERLY LINE, SOUTH 89'38'51" EAST 125.00 FEET TO SAID WESTERLY LINE 
OF AZUSA AVE; THENCE ALONG SAID WESTERLY LINE SOUTH 0'21'09" WEST 464.86 FEET 
TO THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE SAN DIMAS WASH, AS SHOWN ON 
MAP OF SAID TRACT 22813; THENCE ALONG SAID NORTHERLY LINE SOUTH 84'39'04" 
WEST 670.02 FEET TO THE POINT OF BEGINNING.

PARCEL C:

THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, 
TOWNSHIP 1 SOUTH RANGE 10 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF 
COVINA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT 
LAND OFFICE, DESCRIBED AS FOLLOW:

BEGINNING AT A POINT IN THE SOUTHERLY LINE OF GRONDAHL STREET AS SHOWN ON THE 
MAP OF TRACT 22813, RECORDED IN BOOK 618 PAGES 69 TO 72 INCLUSIVE OF MAPS, IN 
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID POINT BEING THE 
EASTERLY TERMINUS OF THAT COURSE DESCRIBED ON SAID MAP AS HAVIN A BEARING OF 
NORTH 89'38'51" WEST AND A LENGTH OF 496.99 FEET. SAID POINT ALSO BEING THE 
BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHWEST. HAVING A RADIUS OF 
25.00 FEET, WHICH CURVE AT ITS OTHER TERMINUS IS ALSO TANGENT TO THE WESTERLY 
LINE OF AZUSA AVENUE 100.00 FEET WIDE; HENCE SOUTHEASTERLY ALONG SAID CURVE 
THROUGH A CENTRAL ANGLE OF 90'00'00" AN ARC DISTANCE OF 39.27 FEET TO ITS 
POINT OF TANGENCY WITH SAID WESTERLY LINE OF AZUSA AVENUE; THENCE ALONG SAID 
WESTERLY LINE SOUTH 0'21'09" WEST 100.00 FEET; THENCE AT RIGHT ANGLE TO SAID 
WESTERLY LINE NORTH 59'38'51" WEST 123.00 FEET; THENCE PARALLEL WITH SAID 
WESTERLY LINE OF AZUSA AVENUE NORTH 0'21'09" EAST 125.00 FEET TO A POINT IN 
THE SAID SOUTHERLY LINE OF GRONDAHL STREET; THENCE ALONG SAID SOUTHERLY LINE 
SOUTH 89'38'51" EAST 100.00 FEET TO THE POINT OF BEGINNING.