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                AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY


     THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY ("Agreement") is
entered into by NORTHGLENN PARTNERS, L.P., a California limited partnership
("Seller"), and EAGLE HARDWARE & GARDEN, INC., a Washington corporation
("Buyer").

                                    RECITALS:

     A.   Seller owns certain real property, located in the City of Northglenn,
County of Adams, Colorado, which is described on Exhibit A and as shown 
outlined in red on Exhibit B consisting of nine and two tenths (9.2) acres.  
Exhibit A and Exhibit B are attached hereto and made a part hereof, and which 
together with all water and water rights, ditch and ditch rights, all coal, 
oil, gas, and other minerals thereon or thereunder, and all easements, 
rights-of-way, and other rights appurtenant thereto and the improvements 
located thereon is hereinafter referred to as the "Property."

     B.   The Property is a part of a commercial development commonly known as
the "Mall of the Rockies" (the "Mall").

     C.   Seller desires to sell to Buyer, and Buyer desires to purchase from
Seller, the Property on the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

     1.   PURCHASE AND SALE. Seller does hereby agree to sell, convey, transfer
and assign to Buyer, and Buyer does hereby agree to purchase from Seller, for
the consideration and subject to the terms and conditions hereinafter provided,
the Property, free and clear of all deeds of trust, mortgages, taxes and
special assessments whether assessed or not, security interests, encumbrances,
easements, restrictions, covenants, other rights, liability, and obligations
whatsoever except as hereinafter specifically identified.

     2.   PURCHASE PRICE.  The purchase price for the Property shall be
$3,700,000, which is based on $9.23 per square foot of land.  The purchase 
price shall be adjusted at closing based on the actual square footage as 
determined by the ALTA Survey and shall be payable as follows:

          (a) $100,000.00 as an earnest money deposit (the "Earnest Money"), in
the form of a corporate check or wire transfer of funds which shall be 
deposited with Chicago Title of Colorado, Inc. (the "Title Company"), as 
escrow agent, no later than ten (10) days following the date when the last 
party executes this Agreement (the "Effective Date").  The Earnest Money 
shall be deposited by the Title Company in an interest bearing account.  All 
references herein to the Earnest Money shall include all interest earned 
thereon; and


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          (b)  $3,600,000.00 or an amount based on the adjustment of the
purchase price as set forth in Paragraph 2, in cash or wire transfer of funds 
to be paid by Buyer at the time and place of closing (of which the Earnest 
Money shall be a part).

     3.   DELIVERY OF DOCUMENTS AND INFORMATION BY SELLER.  On or before
twenty-one (21) days following the Effective Date, Seller shall deliver the
following documents and information to Buyer:

          (a)  a current commitment for issuance of an ALTA Owner's Policy of
Title Insurance with extended coverage for the Property together with copies of
all documents listed as exceptions therein (the "Commitment"), issued by the
Title Company in the amount of the purchase price.  Buyer shall pay at closing
the difference in cost between standard and extended coverage;

          (b)  a current boundary and improvements survey of the Property
complying with the standards for an ALTA/ACSM Class A survey and certified to
Seller and Buyer and the Title Company (the "Survey") which shall certify the
square footage of the property; and,

          (c)  existing Soils Tests and/or Phase I Environmental Assessments of
the Property in Seller's possession, if any.

     4.   BUYERS OBLIGATION TO PURCHASE.

          (a)  By accepting this Agreement, Seller agrees that Buyer's
obligations herein are conditional upon Buyer's review and approval, in its 
sole discretion, of the documents and instruments to be delivered to Buyer 
pursuant to paragraph 3, and such other inspections and evaluations as Buyer 
may deem necessary or advisable on or before the expiration of ninety (90) 
days following the Effective Date (the "Contingency Period").  Seller agrees 
that Buyer and its agents shall have access to the Property at all reasonable 
times that this Agreement is in effect for the purposes of conducting 
inspections, testing and/or planning activities; provided, that Buyer shall 
not have the right to conduct any drilling, sampling, or other invasive 
environmental tests without Seller's prior written consent.  Buyer agrees to 
pay all expenses incurred in connection with such activities and inspections 
and to indemnify and hold Seller harmless from any and all liabilities, 
claims, damages, costs and expenses, including attorney's fees, incurred by 
or asserted against Seller with respect thereto other than claims arising 
from the mere discovery of hazardous substances or toxic waste in, on or 
under the Property.  The foregoing indemnification obligation shall expressly 
survive the termination or expiration of this Agreement.


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          (b)  Seller further agrees that Buyer's obligations herein are
conditional upon issuance of any and all required governmental approvals 
commonly associated with the operation of a typical Eagle Hardware & Garden 
home improvement center including but not limited to PUD and replat of the 
Property by City of Northglenn, subdivision approvals, rezoning approvals, 
Colorado Department of Transportation highway access and traffic signal 
approvals, building permits, use permits, site plan approvals, and approvals 
of any kind from any and all governmental agencies having jurisdiction over 
the Property, necessary for Buyer to develop, construct its building and site 
improvements and operate its business on the Property.  Buyer shall use its 
best efforts to obtain all permits and approvals.  The timing, conditions and 
cost of the permits and approvals (including any mitigation fees) must be 
satisfactory to Buyer on or before one hundred eighty (180) days following 
the Effective Date (the "Approval Period").

          (c)  The conditions set forth in paragraph 4, and the obligations of
Seller hereunder, are for the sole benefit of Buyer.  Buyer may, in its sole 
discretion, waive the same without affecting its rights hereunder.  If any of 
the conditions identified in paragraph 4 are not satisfied prior to the 
expiration of the Contingency Period or the Approval Period, whichever is 
applicable, Buyer may, by written notice to Seller, terminate this Agreement. 
Buyer's failure to deliver notification prior to the expiration of the 
Contingency Period or the Approval Period, whichever is applicable, shall 
constitute waiver of the conditions, and this Agreement shall remain in full 
force and effect.  Notwithstanding the foregoing, Buyer shall not have the 
right to terminate this Agreement for the failure to obtain any permits or 
approvals unless Buyer has given Seller not less than thirty (30) days 
written notice so that Seller may assist Buyer in obtaining such permits or 
approvals.  In the event that this Agreement is terminated, the parties shall 
be released of all obligations hereunder, and the Earnest Money made shall be 
promptly returned to buyer.

     5.   SELLER'S OBLIGATION TO SELL.

          (a)  By accepting this Agreement, Buyer agrees that Seller's
obligations herein are conditional upon Seller having (i) obtained possession
and title to the Property pursuant to the NURA Condemnation (as defined below)
on terms and conditions acceptable to Seller, in its sole discretion, and (ii)
received full and final approval from all governmental authorities having
jurisdiction over the Mall for the redevelopment and replatting of the Mall as
may be necessary or appropriate, in Seller's sole discretion.

          (b)  The conditions set forth in subparagraph 5(a), and the
obligations of Buyer hereunder, are for the sole benefit of Seller.  Seller 
may, in its sole discretion, waive the same without affecting its rights 
hereunder. If any of the conditions identified in subparagraph 5(a) are not 
satisfied within eighty-five (85) days following the Effective Date, Seller 
may, by written notice to Buyer, terminate this Agreement or extend for up to 
an additional sixty-five (65) days, the timeframe within which to satisfy 
such conditions.  If Seller elects to extend the timeframe to satisfy the 
conditions in subparagraph 5(a), such extension shall extend the Contingency 
Period by an equal amount, without the requirement for Buyer to make the 
Earnest Money non-refundable or deposit additional sums hereunder as 
otherwise required by paragraph 4 above.


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Seller's failure to deliver notification within the prescribed period shall
constitute waiver of the conditions, and this Agreement shall remain in full
force and effect.  In the event that this Agreement is terminated, the parties
shall be released of all obligations hereunder, and all the Earnest Money shall
be promptly returned to Buyer.

     6.   GRADING PLAN AND PERMITS.  Within thirty (30) days following the
Effective Date, Seller shall provide Buyer with a grading and drainage plan
sufficient for and acceptable to Buyer to begin its construction drawings
("CDs").  Buyer agrees to submit its CDs and application for building permit to
the City of Northglenn within sixty (60) days following receipt of a sufficient
and acceptable grading and drainage plan from Seller.  If the transaction
contemplated hereunder does not close due to Buyer's default, Buyer shall
reimburse Seller for the cost of said grading and drainage plan, to the extent
that it specifically applies to the Property.

     7.   CLOSING.  The closing and the transfer of the possession of the
Property shall occur on or before fifteen (15) days following the issuance of 
any and all necessary permits and approvals as set forth in Paragraph 4b, but 
in no event later than two hundred and ten (210) days following the Effective 
Date, or such earlier date mutually agreeable to the parties, at a time and 
place agreed to by Seller and Buyer.

     8.   TITLE INSURANCE AND SURVEY.  Buyer shall have thirty (30) days
following receipt of the latter of the Commitment and the Survey in which to 
notify Seller in writing of any objections to any exceptions, items or 
matters identified in the Commitment or the Survey, and Seller shall have 
until thirty (30) days after the receipt of such objections to correct such 
objections.  The same thirty (30) days timeframes shall apply to any 
supplements, amendments or revisions to the Commitment or the Survey that 
introduce new exceptions, items or matters or modify previously identified 
exceptions, items or matters.  Seller shall not be under any obligation to 
cure any objections of Buyer.  In the event that Seller fails to cure any 
objections, this Agreement shall, at the option of Buyer, become null and 
void if Buyer elects to terminate this Agreement prior to the expiration of 
the Contingency Period.  Buyer shall also have the right to terminate this 
Agreement after expiration of the Contingency Period as to any new or 
modified exceptions, items or matters, provided Buyer gives Seller notice of 
termination no later than twenty (20) days after Seller fails to cure any 
such objection. At closing, Seller shall pay the premium of and deliver to 
Buyer an ALTA Form 1970-B, as revised in 1984 (or if unavailable, the Form 
B-1987) of Owner's Policy of Title Insurance in an amount equal to the 
purchase price, issued by the Title Company, and Buyer shall be solely 
responsible for the cost of any endorsements requested by Buyer.

     9.   REPRESENTATIONS AND WARRANTIES OF SELLER.  Seller represents and
warrants to Buyer as of the date of this Agreement and on the date of closing,
the following shall be true and correct:

     (a)  SELLER'S AUTHORITY.  The execution, delivery and performance of this
Agreement by Seller has been duly authorized by all requisite action on the 
part of Seller and will not conflict with or result in any breach of the 
terms of any instrument or agreement to which Seller is a party.


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          (b)  TITLE TO PROPERTY.  At Closing, Seller will have good and
marketable title to the Property subject to no mortgage, pledge, lien,
encumbrance, encroachment, security interest or other charge, which will not be
released at or prior to the closing.

          (c)  LABOR AND MATERIALS.  All bills for work done or materials
furnished with respect to the Property have been paid in full or will be paid 
in full and discharged by the date and time of closing.

          (d)  LITIGATION.  There is no litigation or other proceeding pending
or, to the knowledge of Seller, threatened against or relating to the 
Property. There are no pending proceedings for condemnation of the Property, 
except for the NURA Condemnation, defined below.  The NURA Condemnation will 
not diminish the size of the Property (except de minimus) nor have any effect 
whatsoever upon Buyer's intended use of and plans for the Property.

          (e)  TAXES AND ASSESSMENTS. All general taxes payable with respect to
calendar years prior to the year of closing shall have been paid on or prior to
closing.  All assessments due prior to closing shall have been paid on or prior
to closing.

          (f)  NO VIOLATIONS OF LAWS.  Seller has not received any written
notice from any governmental agency claiming that the Property is in violation
of any laws or regulations.

BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 
SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY 
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF 
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR 
WRITTEN, OF, AS TO, CONCERNING, OR WITH RESPECT TO (i) THE VALUE, NATURE, 
QUALITY OR CONDITION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, THE 
WATER, SOIL AND GEOLOGY, (ii) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL 
ACTIVITIES AND USES WHICH MAY BE CONDUCTED THEREON, (iii) THE COMPLIANCE OF 
OR BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY 
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (iv) THE HABITABILITY, 
MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR 
PURPOSE OF THE PROPERTY OR (v) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, 
AND SPECIFICALLY, THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY 
NEGATES AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE 
OF THE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE 
LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, OR THE DISPOSAL OR 
EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS SUBSTANCES AS DEFINED BY 
THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 
1980, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER.  BUYER SHALL 
RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY INCLUDING ANY 
INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.  SELLER SHALL NOT BE LIABLE 
OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN


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STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR THE
OPERATION THEREOF, FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER
UNLESS EXPRESSLY AUTHORIZED TO DO SO BY SELLER.

     10.  SELLER'S CONSTRUCTION OBLIGATIONS.  Seller shall complete the
following improvements as described in Exhibit C attached hereto and made a 
part hereof ("Seller's Construction") upon or related to the Property.

          (a) the Property shall consist of a graded to plus or minus 1/10th of
an inch to the elevation shown on Buyer's grading plan for the building pad,
graded to 90% compaction;

          (b)  the utilities listed on Exhibit C shall be stubbed within five
feet (5') of the building footprint at the locations shown on Buyer's plans for
each specific utility;

          (c)  the off-site improvements identified on Exhibit C; and

          (d)  all on-site improvements identified on Exhibit C.

The Seller's Construction of items 10.(a).and 10.(b) shall be completed at 
Seller's sole cost and expense on or before one hundred fifty (150) days 
following the Closing.  Seller's construction of items 10.(c) and 10.(d) 
shall be completed at Seller's sole cost and expense on or before one hundred 
twenty (120) days following closing.  Seller's affirmative covenant to 
provide such Seller Construction shall survive Closing.  If Seller does not 
substantially complete Seller's Construction within the applicable time 
periods following Closing, Buyer shall have the right, upon thirty (30) days 
written notice to Seller, to enter upon the Property and take all steps 
reasonably necessary to complete Seller's Construction unless within said 
thirty (30) day period Seller has substantially completed Seller's 
Construction.  Costs incurred by Buyer in completing Seller's Construction 
shall be payable by Seller within ten (10) days following written demand 
therefor, when accompanied by documentation evidencing such costs and the 
full and final payment by Buyer (as evidenced by appropriate lien waivers) of 
all. such amounts.  At closing, Seller shall obtain, at its sole cost and 
expense, a payment and performance bond equal to 125% of the cost to complete 
Seller's Construction (as mutually determined by Buyer and Seller) which will 
enable Buyer to make a claim thereunder if the Seller's Construction has not 
been substantially completed by Seller within the thirty (30) day notice and 
cure period set forth above.

     11.  RISK OF LOSS - CASUALTY AND CONDEMNATION.

          (a)  The risk of loss or damage to the Property as a result of
casualty shall be retained by Seller, provided, that if casualty delays or
interferes with the completion of Seller's Construction, Seller shall have a
reasonable extension of time to account for such delay or interference.  In the
event a casualty affecting the Property materially delays or interferes with
Buyer's ability to construct its own improvements on the Property, Buyer may
terminate this Agreement by written notice to Seller within thirty (30) days
after Buyer is notified in writing of the nature and extent of the
casualty.


                                        6

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          (b)  If any eminent domain or condemnation proceeding pertaining to
all or any portion of the Property is threatened or commenced prior to 
closing, except for the pending condemnation initiated by the Northglenn 
Urban Renewal Authority (the "NURA Condemnation"), there shall be no 
disposition or settlement thereof by Seller without the prior written consent 
of Buyer such consent not to be unreasonably withheld or delayed, and Buyer 
at its sole option may: (i) terminate this Agreement by written notice to 
Seller within 30 days of Buyer's receipt of notice of such condemnation or 
eminent domain proceeding, in which case all monies received hereunder shall 
be returned to Buyer and the parties shall have no further rights against 
each other; or (ii) proceed to closing and apply the proceeds received from 
such condemnation or eminent domain proceeding against the purchase price of 
the Property.  If such proceeding has not been concluded as of the closing, 
and no money has been paid to Seller by the condemning authority, Buyer shall 
pay Seller the entire purchase price and all amounts thereafter awarded 
relating to the Property shall belong to Buyer, and Seller shall assign all 
of its rights therein to Buyer at closing.

          (c)  Buyer acknowledges and agrees that it shall have no right to
participate in the NURA Condemnation, shall have no right to any proceeds or
compensation related thereto, and the NURA Condemnation shall have no effect
upon the transaction contemplated by this Agreement, except as represented in
paragraph 9(d) above.

     12.  TERMINATION OF AGREEMENT AND REMEDIES.

          (a)  BUYER'S DEFAULT.  In the event Buyer shall fail to perform
Buyer's obligations hereunder, Seller shall have the option to waive such 
default or to terminate this Agreement by written notice to Buyer, and on 
such termination Seller, as its sole and exclusive remedy, shall be entitled 
to retain the earnest money deposit as liquidated damages.  On such 
termination, the parties shall be discharged from any further obligations and 
liabilities hereunder.  It is the intent of the parties notwithstanding the 
use of the words "Agreement," "Buyer," and "Seller," that in the event of 
default by Buyer, Seller's remedy, if any, shall be limited to retention of 
the earnest money deposit as liquidated damages.  The parties have agreed 
that Sellers actual damages, in the event of default by Buyer, would be 
extremely difficult or impracticable to determine.  Therefore, the parties 
acknowledge that the Earnest Money has been agreed upon, after negotiation, 
as the parties' reasonable estimate of Seller's damages if Buyer defaults.

     (b)  AFTER EXPIRATION OF THE CONTINGENCY PERIOD.  Buyer acknowledges that
following the expiration of the Contingency Period, Seller shall undertake 
significant redevelopment efforts associated with the Mall.  Accordingly, if 
Buyer willfully fails to perform its obligations hereunder at any time 
following the expiration of the Contingency Period (as opposed to 
inadvertence or a condition not being satisfied, in particular the conditions 
set forth in paragraph 4), Seller shall have the right to retain the Earnest 
Money, and in addition, shall have the right to seek recovery of its actual 
damages in excess of the amount of the Earnest Money, up to a maximum of 
$250,000.00 in the aggregate, including the Earnest Money.


                                        7

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          (c) SELLER'S DEFAULT.  In the event that Seller shall fail to perform
Seller's obligations hereunder, Buyer shall have the option to waive such 
default in writing, or terminate this Agreement by written notice to Seller.  
In the event of termination of this Agreement due to Seller's default, the 
Earnest Money shall be remitted to Buyer Upon such termination and the return 
of the Earnest Money, the parties shall be discharged from any further 
obligations and liabilities hereunder, except that Buyer may seek recovery of 
actual damages (but not specific performance) in an amount not to exceed the 
Earnest Money.

          (d) Neither Seller nor Buyer shall be deemed in default hereunder
unless written notice of the alleged default has been sent pursuant to paragraph
14 hereof, and ten (10) days has elapsed without the default having been cured;
provided, however, that in no event shall the time to cure any default extend
beyond the outside closing date set forth in paragraph 7 above.


     13.  TRANSACTIONS AT CLOSING.  The following transactions shall occur at
closing:

          (a) DEED TO PROPERTY.  A special warranty deed in form satisfactory
to counsel for Buyer shall be executed and delivered to Buyer by Seller.  The
special warranty deed shall convey title to the Property free and clear of all
taxes and assessments, except the general taxes for the year of closing, and
free and clear of all liens and encumbrances, except those set forth in the
Commitment as approved by Buyer in accordance with paragraph 8.

          (b) BILL OF SALE.  Seller shall execute and deliver to Buyer a bill
of sale covering all personal property owned by Seller and located at the
Property, if any, and Buyer shall pay any sales or use tax in conjunction with
transfer of such personal property to Buyer.  The personal property shall be
conveyed "as-is" without any warranties of any kind.

          (c) CASH.  There shall be paid to Seller by Buyer the sum of
$3,600,000.00 as adjusted as set forth in Paragraph 2, in cash or wire transfer
of funds (subject to closing adjustments and prorations), which shall include
the Earnest Money.

          (d) DOCUMENTARY STAMPS.  Buyer shall pay all sums necessary for the
purchase of documentary or tax stamps required to be affixed to the warranty
deed under the laws of the State of Colorado.

          (e) PRORATIONS.  The following items shall be prorated to the date of
closing:

               (i)  All general taxes (including without limitation, real and
personal property taxes), special assessments, utilities, interest, 
insurance, service and maintenance contracts and other similar items accruing 
or assessed with respect to the Property or personal property located 
thereon.  Seller shall cause all utility meters to be read as of the closing 
date, and Seller agrees to pay at closing all utility bills and charges 
accruing up to and including the date of closing; and,


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               (ii)     General taxes not assessed for the year of closing
shall be prorated on the basis of the taxes levied and assessed with respect 
to the calendar year prior to the year of closing, unless the valuation or 
mill levy for the present year is available, in which event the amounts for 
the year of closing shall be used.  Upon reassessment, the tax prorations 
shall be readjusted through the date of closing.  Any additional amounts 
owing by Buyer or Seller as a result thereof shall be paid upon demand by the 
other.

          (f)  TRANSFER TAXES.     Seller shall pay any excise, transfer or
conveyance taxes imposed on the sale of the Property.

     14. NOTICES.  All notices required herein shall be in writing and shall be
sufficient if delivered personally, sent by a nationally recognized overnight 
courier, with proof of receipt or if sent by registered or certified United 
States mail, return receipt requested, postage prepaid, addressed as 
described below or to such other address as the party concerned amy 
substitute by written notice to the other as provided herein.  Buyer and 
Seller, and their respective counsel, hereby agree that notices may be given 
hereunder by the parties' respective counsel, and that if any communication 
is to be given hereunder by Buyer's or Seller's counsel, such counsel may 
communicate directly with all principals, as required to comply with the 
foregoing provisions.

     To Seller:               Northglenn Partners, L.P.
                              10777 West Westheimer
                              Suite 800
                              Houston, Texas 77042
                              Attention: Mark Kurtz, Executive Vice President

     with a copy to:          Brownstein Hyatt Farber & Strickland
                              410 17th Street, 22nd Floor
                              Denver, Colorado 80202
                              Attention: Bruce A. James

     To Buyer:                Eagle Hardware & Garden, Inc.
                              981 Powell Avenue S.W.
                              Renton, WA 98055
                              Attention: Richard T. Takata, President

     with a copy to:          William N. Moloney
                              5711 NE Tolo Road
                              Bainbridge Island, WA 98110


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     15.  OPERATION OF THE PROPERTY FOLLOWING CLOSING.

          (a)  buyer covenants that its present good faith intent is to open an
Eagle Hardware & Garden retail store of not less than 125,000 square feet 
(the "Eagle Store") no later than one hundred eighty (180) days following the 
receipt of all approvals and permits required under section 4 above and the 
substantial completion of Seller's construction, whichever shall occur the 
later, and to operate the Eagle Store continuously (except for any 
circumstances beyond Buyer's control which prevent such continuous 
operations), with a full line of inventory and adequate staffing, for not 
less than ten (10) years following the Closing.  Notwithstanding the 
foregoing, Buyer agrees that it shall, without regard to intent, continuously 
operate the Eagle Store for the first five (5) years after the opening 
thereof; provided that Buyer shall have the right to sell or lease the 
Property to another national retailer of similar reputation and financial 
condition for the primary purpose of the operation of a hardware, garden or 
home improvement center.

          (b)  At closing, Seller and Buyer shall enter into a reciprocal
easement agreement (the "REA") for the Property and the balance of the real 
property comprising the Mall.  The REA shall be prepared by Seller and 
delivered in draft form to Buyer no later than sixty (60) days following the 
Effective Date.  The REA shall provide, among other things, for (i) the 
common area maintenance of the Mall, which shall be assessed against Buyer 
based upon Buyer's land area as a percentage of the total land area of the 
Mall, and (ii) reciprocal ingress, egress, construction, utility and parking 
easements, and appropriate provisions to provide for specific "Protected 
Areas" of parking fronting the full length of the South, West and North sides 
of Buyer's store building and in the areas of Buyer's designated truck well, 
on grade unloading areas and customer loading area.  The form of the REA 
shall be subject to Buyer's reasonable approval and any objections thereto 
shall be delivered by Buyer to Seller no later than fifteen (15) days after 
Buyer's receipt of the REA.

     16.  BROKER'S FEE.  Seller agrees to pay a brokerage fee at closing to HC
Properties, Ltd. and Mile High Properties, LLC ("Mile High").  The brokerage fee
payable to HC Properties, Ltd. shall be payable only if the closing occurs 
hereunder, and shall be in the amount $150,000.  The fee payable to Mile High 
shall be as set forth in a separate agreement between Seller and Mile High. 
Each party represents that no other broker's, finder's or similar fee or 
commission is due in connection with the transaction contemplated herein and 
hereby agrees to indemnify and hold harmless each other from any claim, 
expense or cost (including attorney's fees whether suit be brought or not) 
resulting from any claim for such fee or commission.

     17.  MISCELLANEOUS

          (a) ATTORNEY'S FEES.  In the event of any litigation between Buyer or
Seller concerning this transaction, the prevailing party shall be entitled to
court costs and reasonable attorney's fees.


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          (b) SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  The representations
and warranties of Seller as made herein shall survive the closing for a period
of one (1) year thereafter.

          (c) ASSIGNMENT.  Buyer shall have the right to assign this Agreement
to an affiliated entity under common control with Buyer or to an unrelated
entity for the purpose of engaging in a sale-leaseback or other financing
arrangement provided Buyer remains secondarily liable hereunder and Buyer
continues to comply with the covenants in paragraph 15(a) above.

          (d) ENTIRE AGREEMENT.  This Agreement embodies all of the
representations, warranties and agreements of the parties, and it may not be
altered or modified, except by an instrument in writing signed by both parties.

          (e) BENEFIT OF AGREEMENT.  This Agreement shall be binding upon and
inure to the benefit of the parties and their respective heirs, successors and
assigns.

          (f) GOVERNING LAW.  This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado applicable to contracts
made and performed entirely therein.

          (g) TIME OF THE ESSENCE.  Time shall be of the essence with respect
to performance by the parties of their respective obligations hereunder.

          (h) CAPTIONS.  The captions of the paragraphs of this Agreement are
inserted only as a matter of convenience and for reference, and in no way
define, limit, or describe the scope of this Agreement, or the intent of any
provision thereof.

          (i) SEVERABILITY.  In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.

          (j) CONSIDERATION.  Each party agrees that the covenants and promises
contained herein are good and sufficient consideration for the respective
obligations required hereunder.

          (k) PROVISIONS NEGOTIATED AND INDEPENDENT.  Each and every provision
of this Agreement has been independently, separately and freely negotiated by
the parties as if this Agreement were drafted by all parties hereto.  The
parties, therefore, waive any statutory or common law presumption which would
serve to have this document construed in favor of, or against, either party.

     18.  ACCEPTANCE.  Upon execution of this Agreement by Buyer and Seller this
Agreement shall become a binding contract and shall inure to the benefit of the
parties and their heirs, executors or assigns.  The Effective Date (the
"Effective Date") of this Agreement shall be the later of Buyer's or Seller's
execution date shown below.


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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
specified below.

SELLER:                                 BUYER:

NORTHGLENN PARTNERS, L.P.                    EAGLE HARDWARE & GARDEN, INC.
a California limited partnership             a Washington corporation

By:  HRBF NORTHGLENN NO. 3, L.P.,            By: /s/ Paul B. Morris
     a California limited partnership,           -----------------------
     its General Partner                             PAUL B. MORRIS
                                             Title:  Vice President
                                                   ---------------------
     By:  Northglenn-LRP, Inc.,              Date:  September 3, 1996
          a California corporation,                ---------------------
          its General Partner                     

     By:  /s/ Illegible                             
          ----------------------------
     Its: Vice President                     
          ----------------------------              
Date:   September 5, 1996
       -------------------------------


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<PAGE>

                                    EXHIBIT A

                        LEGAL DESCRIPTION of the PROPERTY




(To be provided by seller upon completion of the ALTA/ACSM Class A survey as set
forth in paragraph 3(b).





                                   EXHIBIT "A"


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<PAGE>

                                   EXHIBIT "B"


MALL OF THE 
ROCKIES
AT NORTHGLENN
DENVER COLORADO

SUMMIT COMMERCIAL
A Highridge Partners Company

                              DEVELOPMENT SYNOPSIS

                                  CRITERIA #34

                                   [SITE PLAN]


                                   EXHIBIT "B"


                                       14

<PAGE>

                                    EXHIBIT C

                        SELLER'S CONSTRUCTION OBLIGATIONS


The Obligations of Seller as set forth in paragraph 10, 10(a), 10(b), 10(c) and
10(d) shall be described herein in detail.



(To be prepared by Seller, subject to Buyer's review and acceptance by
initialing, prior to attachment.  Exhibit C shall be completed and approved on
or before thirty (30) days following the Effective Date).



                                   EXHIBIT "C"


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