PURCHASE AGREEMENT AND
                               ESCROW INSTRUCTIONS



                                     BETWEEN



                       FOOT CREEK CORPORATION OF ARIZONA,
                                       AND
                           GRANDILLA (ARIZONA), INC.,
                           BOTH ARIZONA CORPORATIONS,
                             COLLECTIVELY AS BUYER,



                                       AND



                  STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC.,
                             AN ARIZONA CORPORATION
                                    AS SELLER




                        N.W.C. 24TH AND JEFFERSON STREET
                                PHOENIX, ARIZONA
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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
RECITALS....................................................................  1

AGREEMENTS..................................................................  1

1.       AGREEMENT TO BUY AND SELL..........................................  1

2.       INCLUSIONS IN PROPERTY.............................................  1

3.       ACCEPTANCE; OPENING OF ESCROW......................................  2
         3.1      ACCEPTANCE................................................  2
         3.2      OPENING OF ESCROW.........................................  2

4.       PURCHASE PRICE.....................................................  2
         4.1 PAYMENT OF PURCHASE PRICE......................................  2
                  4.1.1     EARNEST MONEY...................................  2
                  4.1.2     ADDITIONAL FUNDS................................  2

5.       EARNEST MONEY......................................................  3
         5.1      CANCELLATION BY BUYER; DEFAULT BY SELLER..................  3
         5.2      DEFAULT BY BUYER..........................................  3
         5.3      CLOSE OF ESCROW...........................................  3

6.       CLOSE OF ESCROW; CONVEYANCE OF TITLE; TITLE INSURANCE..............  3
         6.1      CLOSE OF ESCROW...........................................  3
         6.2      CLOSING COSTS.............................................  3
         6.3      DEED AND ASSIGNMENT OF LEASE..............................  4
         6.4      AFFIDAVIT OF PROPERTY VALUE...............................  4
         6.5      TITLE INSURANCE...........................................  4
         6.6      IRS SECTION 1445..........................................  5

7.       BUYER'S CONTINGENCIES..............................................  5
         7.1      STATUS OF TITLE...........................................  5
         7.2      THE STUDY PERIOD..........................................  5
         7.3      THE SURVEY................................................  6
         7.4      SUPPLEMENTAL TITLE REPORT AND OBJECTIONS..................  6
         7.5      EXISTING LEASE DOCUMENTS; ESTOPPEL CERTIFICATE............  7
         7.6      ENVIRONMENTAL SURVEY......................................  7
         7.7      FAILURE OF CONDITION PRECEDENT............................  7

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8.       DELIVERY OF STUDIES................................................  7

9.       DELIVERY OF POSSESSION.............................................  8

10.      SELLER'S REPRESENTATIONS AND WARRANTIES............................  8
         10.1     AUTHORITY.................................................  8
         10.2     LITIGATION................................................  8
         10.3     TITLE.....................................................  8
         10.4     CONDEMNATION..............................................  8
         10.5     NO VIOLATION OF LAWS......................................  8
         10.6     ADVERSE POSSESSION........................................  9
         10.7     INSOLVENCY................................................  9
         10.8     ABSENCE OF DEFAULTS.......................................  9
         10.9     WATER RIGHTS..............................................  9
         10.10    HAZARDOUS MATERIALS.......................................  9
         10.11    EXISTING LEASE............................................ 10
         10.12    NO MODIFICATIONS OR DEFAULTS.............................. 10
         10.13    NO FUTURE ALTERATIONS..................................... 10
         10.14    CONCERNING REPRESENTATIONS................................ 10
         10.15    MATERIALITY............................................... 12

11.      BUYER'S WARRANTIES................................................. 12
         11.1     AUTHORITY................................................. 12
         11.2     LITIGATION................................................ 12
         11.3     ABSENCE OF DEFAULTS....................................... 12
         11.4     CONTINUING NOTIFICATION OBLIGATIONS....................... 12

12.      SURVIVAL........................................................... 12

13.      BROKER'S COMMISSION................................................ 12
         13.1     BROKERS................................................... 12
         13.2     INDEMNIFICATION FOR COMMISSION............................ 13
         13.3     SURVIVAL.................................................. 13

14.      Water Rights....................................................... 13

15.      Nominee and Right of Transfer; 1031 Exchange....................... 13

16.      RISK OF LOSS....................................................... 14

17.      [RESERVED]......................................................... 14

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18.      REMEDIES........................................................... 14
         18.1     SELLER'S BREACH........................................... 14
         18.2     BUYER'S BREACH............................................ 15

19.      GENERAL PROVISIONS................................................. 15
         19.1     ATTORNEYS' FEES........................................... 15
         19.2     NOTICES................................................... 15
                  19.2.1 ADDRESSES.......................................... 15
                  19.2.2  EFFECTIVE DATE OF NOTICES......................... 16
         19.3     ESCROW INSTRUCTIONS....................................... 16
         19.4     ESCROW CANCELLATION CHARGES............................... 16
         19.5     APPROVALS................................................. 17
         19.6     FURTHER INSTRUMENTS AND DOCUMENTS......................... 17
         19.7     GOVERNING LAW; CHOICE OF FORUM............................ 17
         19.8     CONSTRUCTION.............................................. 17
         19.9     TIME OF ESSENCE........................................... 17
         19.10    INTERPRETATION............................................ 17
         19.11    HEADINGS AND COUNTERPARTS................................. 18
         19.12    SUCCESSORS AND ASSIGNS.................................... 18
         19.13    SEVERABILITY.............................................. 18
         19.14    EXHIBITS; RECITALS........................................ 18
         19.15    RELATIONSHIP.............................................. 18
         19.16    INTEGRATION CLAUSE; NO ORAL MODIFICATION.................. 18
         19.17    NO ASSUMPTION OF SELLER'S LIABILITIES..................... 18
         19.18    WAIVER.................................................... 18
         19.19    BINDING AGREEMENT......................................... 19

                                    EXHIBITS

         Exhibit A   -   Legal Description of the Property
         Exhibit B   -   Deed
         Exhibit C   -   Non-Foreign Affidavit
         Exhibit D   -   Escrow Instructions

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                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS

     THIS  PURCHASE  AGREEMENT AND ESCROW  INSTRUCTIONS  (this  "Agreement")  is
entered into effective as of  _________________,  1999 (the "Effective Date") by
and between FOOT CREEK CORPORATION OF ARIZONA,  and GRANDILLA  (ARIZONA),  INC.,
both  Arizona  corporations,   or  their  respective  nominee(s)  (collectively,
"Buyer"),   and  STRATFORD  AMERICAN  CAR  RENTAL  SYSTEMS,   INC.,  an  Arizona
corporation ("Seller").

                                    RECITALS:

     A. The real property which is the subject of this Agreement is that certain
improved property located at the northwest corner of 24th and Jefferson Streets,
Phoenix,  Arizona which is legally described on EXHIBIT A and is more thoroughly
described below (the  "Property").  The Property is approximately  2.45 acres or
approximately 106,722 Net Surveyed Square Feet (as defined below).

     B. The Property is presently  affected by a Net Lease (the "Lease"),  dated
October  1,  1998,  wherein  Dollar  Rent  A  Car  Systems,  Inc.,  an  Oklahoma
corporation, is tenant ("Tenant"), and Seller is Landlord.

     C. Buyer  desires to purchase  from Seller,  and Seller  desires to sell to
Buyer,  the  Property,  all upon the  terms  and  conditions  set  forth in this
Agreement.  D. It is presently  contemplated that the two entities  constituting
"Buyer" shall receive their interests in the Property in equal shares,  but such
parties  shall be  responsible,  if they wish to obtain  unequal  shares,  to so
inform Seller a reasonable  time prior to Closing so that the Closing  documents
may be drawn accordingly.

                                   AGREEMENTS:

     NOW THEREFORE, in consideration of the promises set forth in this Agreement
and for other good and valuable  consideration,  the receipt and  sufficiency of
which is hereby  acknowledged by Seller and Buyer (collectively the "Parties" or
each individually a "Party"), hereby agree as follows:

     1. AGREEMENT TO BUY AND SELL.  Subject to the terms set forth below,  Buyer
agrees to  purchase  the  Property  from  Seller and  Seller  agrees to sell the
Property to Buyer.

     2.  INCLUSIONS  IN  PROPERTY.  The term  "Property"  shall also include the
following:

          A. All improvements, if any, located on the Property;

          B. The  Lease  and all  rights,  deposits,  rents  and  other  charges
     thereunder, such rents and other charges being pro-rated to Closing;
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          C. All tenements,  hereditaments and appurtenances, if any, pertaining
     to the Property;

          D. All mineral,  water and irrigation rights (the "Water Rights"),  if
     any, running with or otherwise pertaining to the Property;

          E. All interest, if any, of Seller in any road adjoining the Property,
     to the center line of such road; and

          F. All interest,  if any, of Seller in any award made or to be made or
     settlement in lieu of such an award for damage to the Property by reason of
     condemnation, eminent domain or exercise of police power.

     3. ACCEPTANCE; OPENING OF ESCROW.

          3.1.ACCEPTANCE.  The  offer  represented  by this  Agreement  shall be
     deemed  accepted  upon  Seller's  execution  and  delivery  of one or  more
     counterparts  of this  Agreement to Escrow  Agent (as defined  below) on or
     before November 10, 1999 (the "Acceptance Date").

          3.2. OPENING OF ESCROW. The Escrow (herein so called), shall be opened
     when one or more fully executed  counterparts of this Agreement executed by
     Seller and Buyer,  respectively,  have been delivered to Fidelity  National
     Title Insurance Company,  Attn: Ms. Bonnie McCoid,  3131 E. Camelback Road,
     Suite 115,  Phoenix,  Arizona 85016,  Telephone (602)  224-1105,  Fax (602)
     224-6112  (the  "Escrow  Agent"),  on or before  the  Acceptance  Date (the
     "Opening of  Escrow").  Escrow  Agent  shall  advise  Seller and Buyer,  in
     writing, of the Opening of Escrow and the date thereof.  Escrow Agent shall
     provide  the  Parties  with an  uninsured  closing  protection  and  agency
     authority letter as soon as possible after the Opening of Escrow.

     4. PURCHASE PRICE.

          4.1 PAYMENT OF PURCHASE  PRICE.  The Purchase Price (herein so called)
     to be paid by Buyer to  Seller  for the  Property  shall be  $1,450,000.00,
     payable as follows:

               4.1.1 EARNEST MONEY. $50,000.00 Earnest Money (herein so called),
          by check, shall be deposited in Escrow within 5 days of the Opening of
          Escrow.  The  Earnest  Money  is to be  held  by  Escrow  Agent  until
          cancellation as provided below or paid to Seller at Close of Escrow.

               4.1.2.  ADDITIONAL FUNDS. The balance of the Purchase Price shall
          be paid in cash, by check or other immediately  available funds, to be
          deposited  in  Escrow on or before  Close of Escrow  (the  "Additional
          Funds"),  which is to be held by Escrow  Agent until  cancellation  of
          this Agreement as provided below or paid to Seller at Close of Escrow.

     5. EARNEST MONEY.  Seller and Buyer hereby instruct Escrow Agent to put the
Earnest Money in a federally insured daily interest-bearing  passbook account on
behalf of Seller and Buyer. The Earnest Money, and all interest accrued thereon,
shall be applied as follows:

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          5.1.  CANCELLATION BY BUYER;  DEFAULT BY SELLER. If Buyer cancels this
     Agreement,  as Buyer is entitled so to do as provided in this Agreement, or
     Seller breaches this Agreement,  the Earnest Money and any and all interest
     earned to the effective  date of withdrawal  shall be paid  immediately  to
     Buyer.

          5.2.  DEFAULT BY BUYER. If Buyer breaches this Agreement,  the Earnest
     Money and any and all interest  earned to the date of  withdrawal  shall be
     paid to Seller as liquidated  damages,  as Seller's  only remedy,  it being
     acknowledged  and  agreed  that it  would be  difficult  or  impossible  to
     determine  Seller's  exact damages in case of a default by Buyer,  and that
     the  amount of the  Earnest  Money is a  reasonable  estimate  of  Seller's
     damages caused by Buyer's default.

          5.3. CLOSE OF ESCROW. If the Escrow closes,  the Earnest Money and any
     and all  interest  earned to Close of Escrow  shall be  credited  to Buyer,
     automatically  applied  against  the  Purchase  Price and paid to Seller at
     Close of Escrow.

     6. CLOSE OF ESCROW; CONVEYANCE OF TITLE; TITLE INSURANCE.

          6.1.  CLOSE OF ESCROW.  Consummation  of the  purchase of the Property
     (the  "Close of  Escrow"  or  "Closing")  and  recordation  of the Deed (as
     defined  below)  shall take place on or before the 15th day  following  the
     satisfaction  (or the  written  waiver by  Buyer) of all of the  conditions
     precedent set forth in Section 7 below,  or such later date mutually agreed
     to in writing by and between Buyer and Seller (the "Closing  Date").  At or
     before  Closing,  each Party shall  execute and deliver such  documents and
     perform such acts as are provided for in this Agreement.

          6.2. CLOSING COSTS. All recording fees,  escrow service fees and other
     escrow  closing costs shall be charged by Escrow Agent to, and paid by, the
     respective  Parties in accordance with local custom as determined by Escrow
     Agent  unless  payment of such costs is  specifically  provided for in this
     Agreement.  To the extent not directly  billed through to, or paid directly
     by, Tenant under the Lease,  real  property  taxes,  improvement  liens and
     other assessments,  if any, shall be prorated to the Close of Escrow, which
     taxes  shall be  prorated  as of Close of Escrow on the basis of the latest
     available tax statement;  provided,  however,  that if, after Closing,  the
     actual tax bill for the  Property  varies  from Escrow  Agent's  pro-ration
     figures and a Party  notifies the other within 12 months of Closing,  a new
     pro-ration  shall be completed and the Party in whose favor any  difference
     exists after  pro-ration  shall be entitled to recover such difference from
     the other Party. Except as provided in this Section, Seller and Buyer shall
     each  bear  their  own  costs in  regard  to the sale and  purchase  of the
     Property (the "Purchase Transaction"). Seller agrees that all closing costs
     payable  by Seller  shall be  deducted  from  Seller's  proceeds  otherwise
     payable to Seller at Close of Escrow. Buyer shall deposit with Escrow Agent
     sufficient cash to pay all of Buyer's closing costs.

          6.3. DEED AND ASSIGNMENT OF LEASE. On or prior to the Close of Escrow,
     Seller  shall duly  execute,  acknowledge  and deliver to Escrow  Agent for
     recordation,  if appropriate,  and delivery to Buyer upon Close of Escrow a
     special  warranty  deed,  in form and content  identical  to EXHIBIT B (the

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     "Deed"),  conveying title to the Property to Buyer and warranting fee title
     to the Property subject only to the matters of record.

Seller  shall  also  execute,  acknowledge  and  deliver  to  Escrow  Agent  for
recordation,  in form and  content  satisfactory  to Buyer  and  Seller in their
respective reasonable discretions, a form of assignment of lease ("Assignment of
Lease"),  conveying and transferring  the leasehold  interest under the Lease to
Buyer.

All  components  of the  Property  shall be deemed  transferred  and conveyed by
execution and delivery of the Deed and the Assignment of Lease.

          6.4.  AFFIDAVIT OF PROPERTY VALUE. On or prior to the Close of Escrow,
     Seller and Buyer  shall duly  execute,  acknowledge  and  deliver to Escrow
     Agent an affidavit of real property value  ("Affidavit of Property  Value")
     pursuant to A.R.S. ss. 11-1133.

          6.5. TITLE  INSURANCE.  Escrow Agent shall issue or cause to be issued
     an extended coverage owner's policy of title insurance in the amount of the
     Purchase  Price (as defined  below),  it being agreed that Seller shall pay
     only the  premium  for a  standard  owner's  policy  in the  amount  of the
     Purchase  Price (the "Owner's  Policy") and Buyer shall pay any  additional
     cost. The Owner's Policy is to include,  among other things,  the following
     endorsements  which are also to be delivered to Buyer:  (i) a combined ALTA
     endorsement No. 3R and 5 referring to the Survey and modified as applicable
     to the Owner's  Policy to the effect that the insured  legal and the Survey
     legal describe one and the same Property;  (ii) a patent endorsement if the
     Property is subject to any  restrictions  or other matters set forth in any
     federal or state  patent with  respect to  Property;  (iii) a water  rights
     endorsement;  (iv) a creditor's rights  endorsement;  (v) if necessary,  an
     endorsement insuring against archaic deed restrictions; and (vi) such other
     endorsements as Buyer shall reasonably deem necessary. The cost of all such
     endorsements shall be paid by Buyer.

          6.6.  IRS SECTION  1445.  Seller  shall  furnish to Buyer in Escrow by
     Close  of  Escrow  a  sworn  affidavit,  in  the  form  of  EXHIBIT  C (the
     "Non-Foreign  Affidavit")  stating  under penalty of perjury that Seller is
     not a "foreign person" as such term is defined in Section 1445(f)(3) of the
     Internal Revenue Code of 1986, as amended (the "Code").  If Seller does not
     timely  furnish the  Non-Foreign  Affidavit,  Buyer may withhold (or direct
     Escrow  Agent to withhold)  from the Purchase  Price an amount equal to the
     amount required to be so withheld  pursuant to Section 1445(a) of the Code,
     and such  withheld  funds  shall be  deposited  with the  Internal  Revenue
     Service as required  by Section  1445(a)  and the  regulations  promulgated
     thereunder. The amount withheld, if any, shall nevertheless be deemed to be
     part of the Purchase Price paid to Seller.

     7. BUYER'S CONTINGENCIES. Buyer's obligation to consummate the transactions
contemplated  by this  Agreement  is subject to the  satisfaction  of all of the
following conditions precedent (any or all of which may be waived by Buyer, but,
except as  otherwise  provided in this  Agreement,  only in a writing  signed by
Buyer or its duly authorized agent):

          7.1. STATUS OF TITLE. Buyer, in Buyer's sole and absolute  discretion,
     shall have approved the condition of title to the Property. In this regard,
     with reasonable  promptness after the Opening of Escrow, Seller shall cause

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     Escrow  Agent to issue and  deliver  to Seller and Buyer a  commitment  for
     title  insurance  concerning the Property,  together with legible copies of
     all instruments referred to therein (collectively the "Report"). The Report
     is to be  preliminary  to the issuance of the Owner's  Policy.  Buyer shall
     have until 5:00 p.m.  Arizona time on the 20th day after Buyer's receipt of
     the Report and the Survey in which to advise  Seller and Escrow  Agent,  in
     writing,  either:  (i) that the  condition  of  title  to the  Property  as
     reflected in the Report and the Survey is acceptable  to Buyer;  or (ii) to
     object to any easements,  liens, encumbrances or other items, exceptions or
     requirements in the Report and/or the Survey (the "Title  Objections").  If
     the Title Objections are made within the time specified, Seller may attempt
     to cure the Title Objections by 5:00 p.m. Arizona time on the 5th day after
     the delivery of the Title  Objections by Buyer (the "Title Cure Deadline").
     If Seller should be unable or unwilling to cure the Title Objections by the
     Title Cure  Deadline,  then Buyer,  by written  notice to Seller and Escrow
     Agent to be given by 5:00 p.m.  Arizona time on the 5th day after the Title
     Cure  Deadline,  shall  either:  (i) waive the curing of the portion of the
     Title  Objections  that Seller  shall have been unable or unwilling to cure
     and proceed to close the Escrow; or (ii) Buyer shall cancel this Agreement.
     If, for any  reason,  Buyer  fails to notify  Seller  and  Escrow  Agent of
     Buyer's  approval of the  condition  of title to the Property or of Buyer's
     election  to proceed or cancel  within the time  periods  specified  above,
     Buyer  shall be  deemed  to have  approved  the  condition  of title to the
     Property  as shown by the  Report  and the  Survey  or to have  elected  to
     proceed to close the Escrow, as applicable. Any provision of this Section 7
     to the contrary notwithstanding, Seller, at Seller's sole cost, shall cause
     to be released of record by Close of Escrow any monetary lien or assessment
     constituting an encumbrance  upon the title of the Property as disclosed in
     the Report, excepting only inchoate liens for taxes and assessments not yet
     due and payable.

          7.2. THE STUDY PERIOD. Buyer, in Buyer's sole and absolute discretion,
     shall have approved the  condition of the Property.  Buyer shall have until
     5:00 p.m.  Arizona  time on the 30th day after the  Opening of Escrow  (the
     "Study  Period"),  at Buyer's  sole cost,  within  which to conduct  and/or
     approve any investigations,  studies or tests deemed necessary by Buyer, in
     Buyer's sole  discretion,  to determine  the  feasibility  of acquiring and
     developing the Property, including, but not limited to, environmental, soil
     and engineering studies and the investigation of zoning, title, land, water
     management,  wetlands,  construction  and  permit and  access  issues  (the
     "Studies").  Seller hereby grants to Buyer and Buyer's agents, employees or
     contractors  the  right to enter  upon  the  Property  at any time or times
     during the Study Period to conduct the Studies.  In consideration of Seller
     granting  Buyer the right of entry to the  Property,  Buyer  shall and does
     hereby  agree  to  indemnify  and  hold  Seller  harmless  from any and all
     liabilities,  claims,  losses or  damages,  including,  but not limited to,
     court costs and attorneys' fees, which may be incurred by Seller because of
     the Studies or any  activities by Buyer or its  consultants  related to the
     Studies,  and to restore the Property to the condition existing immediately
     prior to any such Study,  if any.  Buyer's  obligations  as provided in the
     preceding  sentence shall survive the  cancellation of this Agreement.  If,
     for any reason whatsoever, in Buyer's sole discretion the results of any of
     the Studies are not  acceptable  to Buyer and Buyer so notifies  Seller and
     Escrow  Agent in  writing  on or before  the end of the Study  Period  (the
     "Cancellation Notice"), this Agreement shall be canceled.  Buyer's failure,
     for any reason,  to give the  Cancellation  Notice before the expiration of
     the Study Period  automatically  shall be deemed to be Buyer's  election to
     close the Escrow.

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<PAGE>
          7.3. THE SURVEY. Buyer, in Buyer's sole and absolute discretion, shall
     have approved the condition of the Property as reflected in the Survey.  In
     this regard, Seller, within two (2) days after the Opening of Escrow, shall
     deliver to Buyer and Escrow Agent Seller's  existing survey of the Property
     (the  "Survey).  If Buyer  wishes,  Buyer may have the  Survey  updated  at
     Buyer's cost and  expense.  If Buyer does so decide,  such  updated  Survey
     shall become the Survey  described  herein and the date that Buyer receives
     such updated Survey shall be the date to begin Buyer's objection period set
     forth  immediately  below.  If Buyer does not decide to update the  Survey,
     then the existing Survey shall constitute the Survey hereunder. Buyer shall
     have until 5:00 p.m.  Arizona time on the 20th day after Buyer's receipt of
     the Report and the Survey  (either the existing  Survey,  if Buyer does not
     decide to update same, or the updated  Survey,  if Buyer does so decide) in
     which to advise Seller and Escrow Agent, in writing, either: (i) that title
     to the Property as reflected in the Report and the Survey is  acceptable to
     Buyer; or (ii) give notice of any Title Objections pursuant to the terms of
     Section 7.1 above,  whereupon the provisions in Section 7.1 above regarding
     cure  and  cancellation  shall  apply.  If  Buyer  waives  its  feasibility
     contingency set forth in Section 7.2 above,  Seller shall, at Seller's sole
     cost and  expense,  cause the Survey to be  recertified  to Buyer,  Buyer's
     successors and assigns and Buyer's lender prior to Closing.

          7.4.  SUPPLEMENTAL  TITLE  REPORT AND  OBJECTIONS.  Escrow Agent shall
     immediately  issue  and  deliver  to the  Parties  any  supplemental  title
     report(s)  deemed  necessary by Escrow Agent (the  "Supplemental  Report").
     Buyer shall have until 5:00 p.m.  Arizona time on the 5th day after Buyer's
     receipt  of any  Supplemental  Report in which to advise  Seller and Escrow
     Agent, in writing,  of any objections  Buyer may have to any item set forth
     in the  Supplemental  Report(s)  which was not set forth in the Report or a
     previous Supplemental Report (the "Supplemental Objections"), whereupon the
     provisions  in Section  7.1 above  regarding  cure and  cancellation  shall
     apply.

          7.5. EXISTING LEASE DOCUMENTS; ESTOPPEL CERTIFICATE. Buyer, in Buyer's
     sole and absolute discretion,  shall have approved the Lease, the financial
     capability of Tenant,  and any other items  associated  therewith.  In that
     regard, within thirty (30) days prior to Closing and a condition to Buyer's
     obligations  hereunder  and to the  forfietability  of the  Earnest  Money,
     Seller shall deliver to Buyer an Estoppel Certificate (herein so called) in
     form and  substance  as agreed upon by the parties  during the Study Period
     and in a form generally  described in the Lease. It shall be incumbent upon
     Seller  to draft  and  present  to Buyer for  approval  a form of  Estoppel
     Certificate  reasonably  promptly after Opening of Escrow.  If the Estoppel
     Certificate  indicates  either a breach  or  default  under the Lease or is
     otherwise not  acceptable to Buyer in its sole  discretion,  Buyer,  in its
     sole discretion, may either: 1) cancel the transaction, receive a return of
     its Earnest Money and neither party shall have further  liability  together
     hereunder;  2) waive the condition and proceed to Closing; or 3) extend the
     Closing  from time to time to  endeavor  to either  receive  an  acceptable
     Estoppel  Certificate  or to cure any  defaults  described  in an  Estoppel
     Certificate which has been received.

          7.6.  ENVIRONMENTAL  SURVEY.  Within  ten (10) days  after  Opening of
     Escrow,   Seller  shall  provide  to  Buyer   Seller's   existing  Phase  I
     Environmental  Survey of the Property (the "Environmental  Survey").  Buyer
     shall have until the  expiration of the Study Period in which to review and
     approve the  Environmental  Survey.  Buyer  understands  that there are two
     former  underground  storage tanks located on the Property  which have been
     removed  according  to a closure  letter  from the  Arizona  Department  of

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     Environmental   Quality   which  Seller  will  supply  to  Buyer  with  the
     Environmental  Survey. In addition,  Buyer understands that the Property is
     located  in an area  formerly  denominated  as the  so-called  "WQARF  East
     Washington"  litigation area (the "East  Washington  Issues").  Both of the
     foregoing are described in the  Environmental  Survey.  If Buyer waives its
     feasibility  contingency set forth in Section 7.2 above, Seller shall cause
     the  original  Environmental  Survey to be updated to a date within  thirty
     (30) days prior to the close of the Study Period and  recertified to Buyer,
     Buyer's  successors  and  assigns  and  Buyer's  lender.  If  this  revised
     Environmental  Survey  sets  forth  any  items  which  were not  originally
     reflected in the Environmental  Survey,  Buyer shall have five (5) business
     days within which to object to this revised  Environmental  Survey based on
     these new conditions. If Buyer does so object, Seller shall have the right,
     but not the  obligation,  to endeavor to cure such  matters,  in which case
     Closing  shall be extended  for a  reasonable  period of time not to exceed
     January 31,  2000,  in which to cure such items,  or Seller may indicate to
     Buyer within five (5)  business  days after  receipt of Buyer's  objections
     that Seller will not endeavor to cure same. In that event, Buyer may either
     waive its objections and close Escrow or cancel this transaction, whereupon
     the Earnest  Money shall be returned to Buyer and neither  party shall have
     further liability to the other hereunder, except for Buyer's obligations of
     restoration and indemnity which shall survive any such termination.

          7.7.  FAILURE OF CONDITION  PRECEDENT.  If Buyer elects to cancel this
     Agreement pursuant to the foregoing  provisions of this Section 7 or due to
     failure to occur of any  condition  precedent  to Closing set forth in this
     Agreement other than a condition which results solely on account of Buyer's
     breach hereunder or Buyer's actions  hereunder,  the Earnest Money plus any
     and all interest  accrued  thereon shall be refunded  immediately by Escrow
     Agent to Buyer and, except as otherwise provided in this Agreement, neither
     Seller nor Buyer shall have any further  liability or obligation under this
     Agreement.

     8. DELIVERY OF STUDIES.  Within 5 days  following the Opening of Escrow and
thereafter until the Closing,  Seller agrees to provide Buyer with access to any
and all pertinent  information in Seller's possession or control relating to the
operation,  maintenance,  construction or repair of the Property, including, but
not  limited  to,  any  CC&R's,  site  history,  environmental  and  entitlement
material,  zoning,  platting,  engineering,  soil tests,  water tests, plans and
specifications  relating  to  Property  improvements,  any and  all  information
regarding Lease documents,  Tenant's financial statements and financial history,
environmental  tests,  construction,  master planning,  architectural  drawings,
correspondence with public entities and like matters regarding the Property.

     9.  DELIVERY OF  POSSESSION.  Seller,  at Seller's  cost,  shall vacate and
deliver  possession of the Property to Buyer at Close of Escrow,  free and clear
of all tenants or occupants, except under the Lease.

     10. SELLER'S  REPRESENTATIONS AND WARRANTIES.  Seller hereby represents and
warrants to Buyer, as of the Effective Date and again as of Close of Escrow, and
agrees  (with the  understanding  that  Buyer is  relying  on these  warranties,
representations, and covenants) as follows:

                                       7
<PAGE>
          10.1.  AUTHORITY.  Seller has full  power and  authority  to  execute,
     deliver  and  perform  under  this  Agreement  as  well  as the  documents,
     specimens of which are attached as Exhibits to this Agreement.

          10.2.  LITIGATION.  Except for the East Washington Issues described in
     Section  7.6 above,  to  Seller's  actual  knowledge,  there are no claims,
     actions,   suits  or  other  proceedings   pending  or  threatened  by  any
     governmental  department or agency or any other  corporation,  partnership,
     entity,  or person  whomsoever,  nor any voluntary  actions or  proceedings
     contemplated  by  Seller,  which  in  any  manner  or  to  any  extent  may
     detrimentally  affect  Buyer's  right,  title  or  interest  in  and to the
     Property  or the value of the  Property  or  Seller's  ability  to  perform
     Seller's  obligations  under this  Agreement  and there is no  circumstance
     which  should or could  reasonably  form the  basis for any such  action or
     proceeding.

          10.3. TITLE.  Seller owns the Property in fee simple absolute.  Seller
     has not  authorized  work to be  performed  at the Property and to Seller's
     actual  knowledge no such work has been  performed or is in progress and no
     materials  have been  furnished  to the  Property  which might give rise to
     mechanic's,  materialman's or other liens against any part of the Property.
     Seller has not entered into any, and, to Seller's actual  knowledge,  there
     are not any,  contracts  or other  obligations  outstanding  for the  sale,
     exchange or transfer of all or any part of the Property. Seller will not at
     any time prior to Close of Escrow  grant to any third  party an interest in
     the Property;  and there are no unrecorded  leases,  liens or  encumbrances
     which may affect title to the Property except the Lease. All bills or other
     charges,  costs  or  expenses  arising  out  of or in  connection  with  or
     resulting  from Seller's use,  ownership or operation of the Property up to
     Close of Escrow shall be paid in full by Seller.

          10.4. CONDEMNATION.  To Seller's actual knowledge, there is no pending
     or threatened  condemnation or similar proceeding affecting all or any part
     of the  Property,  and  Seller  has not  received  any  notice  of any such
     proceeding  and  has no  actual  knowledge  that  any  such  proceeding  is
     contemplated.

          10.5. NO VIOLATION OF LAWS. Seller is not prohibited from consummating
     the  transactions  contemplated  by this Agreement by any law,  regulation,
     agreement,  instrument,  restriction, order or judgment. To Seller's actual
     knowledge there are no violations of laws, rules, regulations,  ordinances,
     codes, covenants, conditions, restrictions,  instructions,  requirements or
     agreements applicable to the Property. Seller has not received notices from
     any insurance  companies,  governmental  agencies or any other corporation,
     partnership,   entity  or  person  having   jurisdiction  with  respect  to
     violations  and if any such notices of  violations  are  received  prior to
     Close of  Escrow,  Seller  shall  immediately  submit  copies  to Buyer and
     Buyer's  review and acceptance  shall be a condition  precedent to Close of
     Escrow.

          10.6. ADVERSE  POSSESSION.  To Seller's actual knowledge and except as
     set forth in the Report and the Lease:  (i) there are no persons in adverse
     possession of the Property;  (ii) there are no persons in possession of the
     Property  except Seller;  and (iii) no person has been granted any license,
     lease or other right relating to the use or possession of the Property.

                                       8
<PAGE>
          10.7. INSOLVENCY.  There are no attachments,  executions,  assignments
     for the benefit of creditors, receiverships,  conservatorships or voluntary
     or involuntary  proceedings in bankruptcy or pursuant to any other laws for
     relief of debtors contemplated or filed by Seller or pending against Seller
     or affecting or involving the Property. To Seller's actual knowledge, there
     is no special  assessment  pending against the Property by any governmental
     agency.

          10.8. ABSENCE OF DEFAULTS.  To Seller's actual knowledge,  there is no
     default,  nor has any event occurred which, with the passage of time or the
     giving of notice or both,  would  constitute  a default,  in any  contract,
     mortgage,  deed of trust,  lease or other  instrument  which relates to the
     Property,  or which  affects  the  Property  in any manner  whatsoever.  No
     consent of any third  party is  required in order for Seller to enter into,
     or for Seller to have authority to perform Seller's obligations under, this
     Agreement.

          10.9. WATER RIGHTS.  Seller will take all actions reasonably necessary
     to transfer  any water  rights  with  respect to the  Property,  if any, at
     Closing.

          10.10.  HAZARDOUS  MATERIALS.  Neither Seller nor, to Seller's  actual
     knowledge and except for any matter  disclosed in any  Environmental  Study
     either  delivered  pursuant to the terms hereof or generated in  connection
     with the  transactions  contemplated  hereby,  any other  person,  has ever
     caused or permitted any Hazardous Material (as defined below) to be placed,
     held,  located,  or  disposed  of on,  under  or at all or any  part of the
     Property or from all or any part of the Property into the atmosphere or any
     watercourse,  body of water or wetlands and neither all nor any part of the
     Property nor any  adjoining  real  property has ever been used  (whether by
     Seller or, to the best of  Seller's  knowledge,  by any other  person) as a
     treatment,  storage or disposal  (whether  permanent or temporary) site for
     any Hazardous Material in violation of applicable law. For purposes of this
     Agreement,  "Hazardous  Material" means and includes any petroleum  product
     and any hazardous substance or any pollutant or contaminant defined as such
     in  (or  for  purposes  of)  the  Comprehensive   Environmental   Response,
     Compensation,  and  Liability  Act of  1980,  as  amended  ("CERCLA");  any
     so-called  "Superfund" or "Superlien"  law; the Resource  Conservation  and
     Decay  Act of  1976,  as  amended;  or any  other  federal,  state or local
     statute,  law,  ordinance,   code,  rule,  regulation,   order,  or  decree
     regulating,  relating to or imposing a liability  or  standards  of conduct
     concerning  petroleum products or any hazardous,  toxic, or dangerous waste
     petroleum products,  substance or material, as now or at any time hereafter
     in effect;  or asbestos or any substance or compound  containing  asbestos,
     PCB's or any  other  hazardous,  toxic or  dangerous  waste,  substance  or
     material.  To Seller's actual knowledge,  the Property does not now contain
     any underground tanks.

          Seller  hereby  indemnifies  Buyer and agrees to pay,  defend and hold
     Buyer  harmless  for,  from and against  any and all  losses,  liabilities,
     damages,  injuries,  costs,  expenses  and  claims,  of any and every  kind
     whatsoever,  including reasonable attorneys' fee paid, incurred or suffered
     by, or  asserted  against,  Buyer for,  with  respect to, or as a direct or
     indirect result of the breach by Seller of the foregoing representation and
     warranty.

          10.11.  EXISTING  LEASE.  To Seller's  actual  knowledge,  there is no
     breach or default under nor does there exist any event or condition  which,
     after the passage of time, the giving of notice or both,  would  constitute

                                       9
<PAGE>
     such a breach  or  default  under  any of the  Lease.  To  Seller's  actual
     knowledge the Lease is a legal,  valid and binding obligation of Seller and
     Tenant,  enforceable in accordance with its terms.  Seller and, to Seller's
     actual knowledge, Tenant have legal capacity to enter into the transactions
     contemplated  thereby  and  to  execute  and  deliver  any  existing  Lease
     Documents,  all of which  have  been  duly and  properly  executed  by such
     parties.  Payments under the Lease have been made current through November,
     1999 with the next  monthly  payment in the amount  called for by the Lease
     due on December 1, 1999. All payments and other  obligations  due under the
     Lease on or prior to the  Closing  shall be timely  paid and  performed  by
     Seller and Tenant.

          10.12 NO  MODIFICATIONS  OR  DEFAULTS.  The terms of the Lease has not
     been, and will not be prior to the Closing,  impaired,  waived,  altered or
     modified by Seller in any respect.

          10.13.  NO FUTURE  ALTERATIONS.  Except as may be undertaken by Tenant
     pursuant  to the terms of the Lease,  between  the  Effective  Date and the
     Closing  Date,  Seller  shall not make or authorize to be made any major or
     substantial  modifications of, or alterations to, all or any portion of the
     Property  and  shall  maintain  the  Property  in  substantially  the  same
     condition it is in as of the Effective Date.

          10.14.  CONCERNING  REPRESENTATIONS.   Notwithstanding  the  foregoing
     provisions  of this  Article 10: (i) if  Purchaser  learns of any actual or
     alleged  inaccuracy in Seller's  representations  or  warranties  after the
     Effective  Date and prior to the Closing  Date,  Purchaser  shall  promptly
     notify Seller of such  inaccuracy;  and (ii) if Seller learns of any actual
     or alleged inaccuracy in such  representations or warranties,  Seller shall
     advise Purchaser of such inaccuracy. Seller shall, on or before the date 10
     days after  receiving  such written notice from Purchaser or of learning of
     such actual or alleged  material  inaccuracy make  commercially  reasonable
     efforts,  without cost or expense to Seller, to cure such inaccuracy and if
     the Closing Date is scheduled  before the expiration of such 10 day period,
     the  Closing  Date  shall be  extended  accordingly.  Failing  such cure by
     Seller,  Seller  shall,  within  the  period  described  in  the  preceding
     sentence,  notify  Purchaser  in  writing  of such  failure  to  cure,  and
     Purchaser's  sole and exclusive  remedy in such event shall be to elect, on
     or before the date 5 business days after receiving such written notice from
     Seller,  to either:  (y) waive such  breach and proceed to  consummate  the
     Closing of the Property as contemplated by this Agreement without reduction
     of the Purchase  Price;  or (z)  terminate  this  Agreement,  whereupon the
     Escrow Agent shall return to Purchaser the Deposit and all interest accrued
     thereon,  and  neither  Party will have any further  rights or  obligations
     regarding this Agreement or the Property except for any  obligations  which
     are to expressly  survive the termination of this  Agreement.  If Purchaser
     proceeds to Closing,  without exercising the right of termination set froth
     above, each Seller's  Representative shall be deemed automatically  amended
     to conform with the  knowledge of  Purchaser  as of the Closing  Date,  and
     Seller shall have no liability  whatsoever for such  previously  inaccurate
     Seller's  Representation.  For the  purposes of this  Agreement,  Purchaser
     shall be deemed to have knowledge of any fact or circumstance  set forth in
     the Estoppel  Certificate  delivered to Purchaser and in any  environmental
     assessment   or  other   report   received  by   Purchaser,   and  Seller's
     Representations  shall  be  deemed  automatically  modified  to the  extent
     information  contained in the Estoppel  Certificate or in any environmental
     assessment  or other report  received by Purchaser  prior to the Closing is
     inconsistent with the matters covered in this Agreement.

                                       10
<PAGE>
          Except  as  expressly  represented  or  warranted  by  Seller  in this
     Agreement  or in the  documents  executed  and  delivered  by Seller at the
     Closing   (collectively,   the   "Seller's   Representations"),   Purchaser
     acknowledges that neither Seller nor any agent, officer,  employee, servant
     or  representative  of  Seller  has made any  statement  or  representation
     (whether oral or in writing)  regarding  the subject  matter or any fact of
     this  transaction,  including,  without  limiting  the  generality  of  the
     foregoing,  any statement or  representation  as to the physical  nature or
     condition of the  Property,  soil and subsoil  conditions,  surface  water,
     underground water, the Property's  feasibility for any particular  purpose,
     development,  use,  improvement or operation,  or any other matter or thing
     affecting  or related  to the  Property  or any future use  implementation,
     development,  enjoyment or operation of the Property. Purchaser agrees that
     Purchaser, in executing,  delivering and/or performing this Agreement,  has
     not and does not rely upon,  and that  Seller is not liable or bound in any
     manner by, any express or implied  warranty  (including  any warranty as to
     the  Property's  condition  and fitness for a  particular  use or purpose),
     guaranty,  promise,  statement,  representation,   assurance,  proposal  or
     information pertaining to the Property or the Property's zoning,  potential
     use or development,  made or furnished by Seller or by any agent,  officer,
     employee,  servant or other person  representing or purporting to represent
     Seller,  except  as  expressly  stated  in  Seller's  Representations,   to
     whomsoever made or given,  directly or indirectly,  verbally or in writing.
     Except as expressly stated in Seller's  Representations,  Purchaser accepts
     the Property in "as is, where is" condition "with all faults".

          Purchaser has requested  that Seller  furnish  Purchaser  with certain
     studies,  reports and other information in Seller's possession with respect
     to  the  Property,  including  environmental  studies  and  surveys.  As an
     accommodation to Purchaser,  Seller has agreed to furnish to Purchaser such
     information;  provided,  however,  Purchaser hereby acknowledges and agrees
     that Seller is making absolutely no representations or warranty  whatsoever
     with respect to any such studies, reports or information provided by Seller
     to Purchaser,  except as expressly stated in Seller's Representations,  but
     Seller  hereby  represents  and  warrants to  Purchaser  that Seller has no
     knowledge of any  inaccuracy  in or  misrepresentation  created by any such
     studies,  reports or information  which would make any of them  misleading.
     Purchaser  acknowledges  and  agrees  that,  subject  to the  terms of this
     Agreement,  Purchaser  shall be required to verify the accuracy and details
     of all such  studies,  reports  and  information  so  provided by Seller to
     Purchaser in such manner as Purchaser deems appropriate.

          The  benefits,  waivers and  releases  accruing  to Seller  under this
     Section   10.14  shall  accrue  not  only  to  Seller,   but  also  to  its
     shareholders, officers, directors, employees, affiliates and agents.

          10.15.  MATERIALITY.  The  provisions of this Section are material and
     included  as a  material  portion  of the  consideration  given to Buyer by
     Seller in exchange for Buyer's performance under this Agreement.

     11.  BUYER'S  WARRANTIES.  Buyer  hereby  represents  to  Seller  as of the
Effective Date and again as of Close of Escrow that:

                                       11
<PAGE>
          11.1.  AUTHORITY.  Buyer has full  power  and  authority  to  execute,
     deliver and perform under this  Agreement as well as the documents that are
     to be executed by Buyer and are attached as Exhibits to this Agreement.

          11.2. LITIGATION.  There are no claims,  actions, suits or proceedings
     pending or, to Buyer's  knowledge,  overtly  threatened against Buyer which
     may in any manner  whatsoever affect the validity or enforceability of this
     Agreement  or any of the  documents  attached  as  Exhibits  that are to be
     executed by Buyer.

          11.3. ABSENCE OF DEFAULTS. The execution,  delivery and performance of
     this Agreement and the other documents,  specimens of which are attached as
     Exhibits to this  Agreement,  have not and will not  constitute a breach or
     default under any other agreement,  law or court order under which Buyer is
     a Party or may be bound.

          11.4. CONTINUING NOTIFICATION OBLIGATIONS. Should Buyer receive notice
     or knowledge of any  information  regarding any of the matters set forth in
     this  Section  11 after the  Effective  Date and prior to Close of  Escrow,
     Buyer will immediately notify Seller of the same in writing.

     12. SURVIVAL. All representations,  warranties and indemnifications made in
this  Agreement  by Seller  or Buyer  shall  survive  the  cancellation  of this
Agreement or the Close of Escrow during the period of the applicable  statute of
limitations.

     13. BROKER'S COMMISSION.  Concerning any brokerage commission,  the Parties
agree as follows:

          13.1.  BROKERS.  The Parties warrant to one another that they have not
     dealt with any finder, broker or realtor in connection with this Agreement,
     except  Grubb  &  Ellis,  Attention:  Brian  Lee  ("Broker").  The  parties
     understand  that Broker has  represented  both of their  interests.  Seller
     shall pay to Broker an 8%  commission  due Broker.  If Broker is to be paid
     through  Escrow at Close of Escrow such  agreements  shall be  deposited in
     Escrow on or before Close of Escrow. If, but only if, Escrow closes, Seller
     shall pay from Seller's  proceeds the commission to Broker and Escrow Agent
     is hereby directed to make payment to Broker, at Close of Escrow, on behalf
     of Seller.  If Escrow does not close for any reason,  Broker (including any
     broker, finder, agent or person claiming by or through Broker) shall not be
     entitled to any commission,  fee or deposit.  Broker shall have no claim to
     forfeited  Earnest Money,  if any. By execution of this  Agreement,  Broker
     agrees  to and  shall  be  bound  by the  terms  of this  Section,  and the
     commissions  shall be the only compensation to which Broker is entitled for
     services rendered in connection with the sale of the Property.  Buyer is to
     have no obligation  to the Broker for any amounts now or hereafter  alleged
     to be due the Broker in regard to any matters arising under this Agreement.
     Seller acknowledges that Mr. Lee, a licensed real estate broker/salesperson
     in the State of Arizona,  is also an Officer/Director of one or both of the
     entities  constituting "Buyer" hereunder,  but that Mr. Lee does not have a
     pecuniary  interest in the  transaction,  except for his interest in and to
     the brokerage commission described above.

                                       12
<PAGE>
          13.2.  INDEMNIFICATION  FOR  COMMISSION.  If any person shall assert a
     claim to a  finder's  fee or  brokerage  commission  on  account of alleged
     employment  as  a  finder  or  broker  in  connection   with  the  Purchase
     Transaction,  the Party under whom the finder or broker is  claiming  shall
     indemnify  and hold the other  Parties  harmless  from and against any such
     claim and all costs,  expenses and liabilities  incurred in connection with
     such claim or any action or  proceeding  brought on such claim,  including,
     but not limited to,  counsel and witness  fees and court costs in defending
     against such claims.

          13.3.  SURVIVAL.  The  provisions  of this  Section  13 shall  survive
     cancellation of this Agreement or Close of Escrow.

     14. WATER  RIGHTS.  At Close of Escrow,  Seller  shall,  by  execution  and
delivery  of the Deed and  without  further  act,  be deemed  to have  assigned,
transferred, conveyed and set over unto Buyer the grandfathered water rights, if
any, with respect to the Property,  and Seller agrees, if so requested by Buyer,
to make,  execute  and deliver an  assignment  of or deed to such rights in such
form as Buyer may reasonably require at or after Close of Escrow to evidence the
same.

     15.  NOMINEE AND RIGHT OF  TRANSFER;  1031  EXCHANGE.  Buyer shall have the
right to substitute  another  person  ("Substituted  Buyer") in lieu of Buyer by
giving  written  notice prior to Closing to Seller and Escrow Agent of the name,
address and telephone number of the Substituted  Buyer.  Such Substituted  Buyer
shall also have an unlimited  right of nomination  and  renomination  under this
Section. Upon nomination of a Substituted Buyer in accordance with this Section,
all of the rights and obligations of the Buyer (or any prior Substituted  Buyer)
in and under this  Agreement  shall  become the  rights and  obligations  of the
Substituted Buyer, however,  Buyer (or the prior Substituted Buyer) shall not be
released from any of its  obligations  under this  Agreement.  All references in
this  Agreement to "Buyer" shall mean and refer to the last  Substituted  Buyer.
The Substituted Buyer shall be bound by all of the time limits set forth in this
Agreement and no such  substitution  shall constitute cause for any extension of
any time limit set forth in this Agreement. However, Seller shall not be obliged
to take title to any other real property,  Seller makes no representations as to
the tax effects of any such transaction,  if any, Buyer shall indemnify and hold
harmless Seller from any cost,  claim or damage arising out of said  transaction
and said transaction shall not otherwise delay Closing.

     Without limiting the generality of the foregoing,  Seller  understands that
Buyer is  acquiring  the  Property  as its  replacement  property  pursuant to a
tax-deferred  exchange  in  accordance  with the  provisions  of ss. 1031 of the
Internal  Revenue  Code of 1986,  as  amended,  and the  regulations  thereunder
("Section 1031"). Seller agrees to fully cooperate with Buyer in connection with
such  exchange.  In this regard,  Buyer shall have the right to  substitute  any
person  designated  by Buyer as a  Substituted  Buyer in lieu of Buyer by giving
written notice prior to Closing to Seller and Escrow Agent of the name,  address
and telephone number of the Substituted Buyer. Such Substituted Buyer shall also
have an unlimited  right of  nomination  and  renomination  under this  Section.
Seller agrees to cooperate  with Buyer and to sign all  documents  necessary for
Buyer to acquire the Property as its replacement property under Section 1031 and
will accept an assignment  of this  Agreement to the exchange  intermediary  for
such purpose.  Seller's  compliance  with this Section shall be at no additional
cost, liability or delay to Seller.

                                       13
<PAGE>
     16. RISK OF LOSS.  Seller shall bear all risk of loss, damage or taking (by
condemnation or sale in lieu of condemnation) of all or any part of the Property
which may occur  prior to Close of Escrow.  In the event of any loss,  damage or
taking prior to Close of Escrow,  Buyer may, at Buyer's sole option,  by written
notice to Seller and Escrow Agent,  cancel this Agreement  whereupon the Earnest
Money plus all interest  accrued  thereon  shall be paid  immediately  by Escrow
Agent to Buyer and, except as otherwise provided in this Agreement,  none of the
Parties shall have any further liability or obligation under this Agreement.  In
the  alternative  Buyer  may  attempt  to  negotiate  an  appropriate   downward
adjustment of the Purchase  Price.  If Seller and Buyer cannot agree upon such a
downward  adjustment  within a reasonable period (not to exceed 10 days from the
date Buyer receives notice of the loss and the Closing Date shall be extended to
the extent necessary if the Closing Date is scheduled prior to the expiration of
such 10 day period) Buyer may cancel this Agreement as provided  above. If Buyer
waives any such loss or damage to the Property and closes  Escrow,  Seller shall
at Close of Escrow and as a condition  precedent  to the  Closing,  pay Buyer or
credit  Buyer  against  the  Additional  Funds the  amount of any  insurance  or
condemnation  proceeds,  in an amount which shall not exceed the Purchase Price,
or assign to Buyer, as of Close of Escrow and in a form acceptable to Buyer, all
rights or claims for relief to the same. If Buyer does not cancel this Agreement
in the case of a condemnation, Seller shall not do or forebear to do any acts in
any  condemnation  action which will materially and adversely affect the outcome
of such action without  consulting  with, and obtaining the written  consent of,
Buyer prior to Close of Escrow.  For  purposes of this  Agreement,  the Property
shall be deemed the subject of a condemnation  action as of the date of issuance
of a summons in connection  with the filing of a complaint in eminent domain (or
similar   filing)  by  any  condemning   authority  or  statutorily   authorized
non-governmental condemnor.

     17. [RESERVED]

     18. REMEDIES.

          18.1.  SELLER'S BREACH.  If Seller breached this Agreement,  Buyer, at
     Buyer's  sole  option,  may either:  (i) by written  notice to Seller,  and
     Escrow Agent,  cancel this  Agreement  whereupon the Earnest Money plus all
     interest accrued thereon shall be paid immediately by Escrow Agent to Buyer
     and, except as otherwise provided in this Agreement, neither of the Parties
     shall have any further  liability or obligation under this Agreement;  (ii)
     seek  specific  performance  against  Seller in which event Close of Escrow
     shall  be  automatically  extended  as  necessary,  or (iii) if and only if
     specific  performance  is not  otherwise  available,  pursue an action  for
     damages  against  Seller,  but in no event  shall  Buyer's  damages  exceed
     $50,000.00  unless Seller's  breach is willful or intentional.  In no event
     shall the foregoing  effect Buyer's right to obtain  attorneys' fees in any
     such action if Buyer is the prevailing party therein.

          18.2.  BUYER'S BREACH.  If Buyer breaches this Agreement,  as Seller's
     sole  remedy,  Seller  shall be  entitled  to retain the  Earnest  Money in
     accordance with Section 5.2 above as Seller's  agreed and total  liquidated
     damages.  Seller  hereby  waives any right to seek any  equitable  or legal
     remedies against Buyer.

                                       14
<PAGE>
     19. GENERAL PROVISIONS.

          19.1.  ATTORNEYS'  FEES.  If there is any  litigation  to enforce  any
     provisions  or rights  arising  under this  Agreement  in  accordance  with
     Section  18.1  above,  the  unsuccessful  Party  in  such  litigation,   as
     determined by the court,  agrees to pay the successful Party, as determined
     by the  court,  all costs and  expenses,  including,  but not  limited  to,
     reasonable  attorneys' fees incurred by the successful  Party, such fees to
     be determined by the court.

          19.2.NOTICES.

          19.2.1  ADDRESSES.  Except as  otherwise  required by law,  any notice
     required or permitted  hereunder  shall be in writing and shall be given by
     personal  delivery,  or by deposit in the United States mail,  certified or
     registered,  return receipt  requested,  postage prepaid,  addressed to the
     Parties at the  addresses  set forth below,  or at such other  address as a
     Party may designate in writing  pursuant to the terms of this  Section,  or
     tested  telex,  or  telegram,  or  telecopies,  or any express or overnight
     delivery service [E.G. Federal Express], delivery charges prepaid:

         If to Buyer:          Foot Creek Corporation of Arizona
                               Grandilla (Arizona), Inc.
                               c/o Brian Lee
                               Grubb & Ellis
                               2390 E. Camelback, Suite 100
                               Phoenix, Arizona 85016
                               Telephone No.: (602) 224-4424
                               Fax No.: (602) 468-8588

         With a copy to:       Mariscal, Weeks, McIntyre & Friedlander, P.A.
                               2901 North Central Avenue, Suite 200
                               Phoenix, Arizona 85012
                               Attn: Fred C. Fathe, Esq.
                               Telephone No.: (602) 285-5000
                               Fax No.: (602) 285-5100

         If to Seller:         Stratford American Car Rental Systems, Inc.
                               Attn:   Messrs. David Eaton &  Mel Shultz
                               2400 E. Arizona Biltmore Circle
                               Building 2, Ste. 1270
                               Phoenix, Arizona  85012
                               Telephone No.: (602) 956-7809
                               Fax No.: (602) 955-3441

                                       15
<PAGE>
         With a copy to:       Ronald Ballard, Esq.
                               Fennemore Craig PC
                               3003 N. Central Ave.
                               Suite 2600
                               Phoenix, Arizona  85012-2913
                               Telephone (602) 916-5312
                               Fax (602) 916-5512

         If to Escrow Agent:   Fidelity National Title Insurance Company
                               Attention: Bonnie McCoid
                               3131 E. Camelback Road, Suite 115
                               Phoenix, Arizona  85016
                               Telephone (602) 224-1105
                               Fax (602) 224-6112

          19.2.2 EFFECTIVE DATE OF NOTICES.  Notice shall be deemed to have been
     given on the date on which  notice  is  delivered,  if  notice  is given by
     personal delivery,  telegrams or telecopies,  and on the date of deposit in
     the mail,  if mailed or  deposited  with the  overnight  carrier,  if used.
     Notice  shall be  deemed  to have  been  received  on the date on which the
     notice is  received,  if notice is given by personal  delivery  telegram or
     telecopy,  and on the 2nd day  following  deposit in the mail, if notice is
     mailed.  If Escrow has opened,  a copy of any notice given to a Party shall
     also be given  to  Escrow  Agent by  regular  mail or by any  other  method
     provided for in this Section.

          19.3. ESCROW INSTRUCTIONS.  This Agreement, when deposited with Escrow
     Agent, shall constitute  instructions to Escrow Agent, as escrow agent, for
     the  consummation  of the  Purchase  Transaction.  Attached as EXHIBIT D is
     Escrow Agent's printed form conditions of escrow which,  together with this
     Agreement,  shall  constitute all of the  instructions to Escrow Agent with
     respect to the Purchase Transaction.  It is provided,  however, that in the
     event of a conflict  between  Escrow  Agent's  printed form  conditions  of
     Escrow  and the  terms  and  conditions  of this  Agreement,  the terms and
     conditions of this Agreement shall prevail. Without limiting the generality
     of the  foregoing,  in no event shall Escrow Agent be  indemnified  or held
     harmless for any liability or claim arising from its own  negligence or its
     own intentional  misconduct or act of malfeasance and the so-called "13-day
     notice" provision, if any, in the Escrow Instructions is hereby deleted.

          19.4. ESCROW CANCELLATION CHARGES. If Escrow fails to close because of
     Seller's  default,  Seller shall be liable for any  cancellation  of Escrow
     Agent charges.  If Escrow fails to close because of Buyer's default,  Buyer
     shall be liable for any  cancellation  charges of Escrow  Agent.  If Escrow
     fails to close for any other reason,  Seller and Buyer shall each be liable
     for one-half of any cancellation charges of Escrow Agent.

          19.5.  APPROVALS.  Concerning all matters in this Agreement  requiring
     the consent or approval of any Party or as a condition  precedent to action
     by any of the  Parties,  the  Parties  agree that any such  consent to each
     approval shall not be unreasonably  withheld unless  otherwise  provided in
     this Agreement.

                                       16
<PAGE>
          19.6. FURTHER  INSTRUMENTS AND DOCUMENTS.  Each Party shall,  promptly
     upon the request of the other Party or Escrow Agent,  execute,  acknowledge
     and  deliver  to the  other  Party  or  Escrow  Agent  any and all  further
     documents, instruments, instructions and assurances reasonably requested or
     appropriate to evidence or give effect to the provisions of this Agreement,
     to consummate the transactions contemplated by this Agreement or to satisfy
     Escrow Agent's requirements.

          19.7.  GOVERNING LAW; CHOICE OF FORUM.  This Agreement shall be deemed
     to be made under,  shall be  construed  in  accordance  with,  and shall be
     governed by the internal, substantive laws of the State of Arizona (without
     reference to choice of law  principles).  Any action  brought to interpret,
     enforce or construe any provision of this Agreement  shall be commenced and
     maintained  in the  Superior  Court of the State of  Arizona in and for the
     County of Maricopa.  The Parties  irrevocably  consent to jurisdiction  and
     venue in such courts for such  purposes  and agree not to seek  transfer or
     removal  of any  action  commenced  in  accordance  with the  terms of this
     Section 19.7.

          19.8.  CONSTRUCTION.  The  terms  and  provisions  of  this  Agreement
     represent the results of negotiations among the Parties,  each of which has
     been or has had the  opportunity  to be  represented  by counsel of its own
     choosing,  and neither of which has acted  under any duress or  compulsion,
     whether  legal,  economic  or  otherwise.   Consequently,   the  terms  and
     provisions  of  this  Agreement  shall  be  interpreted  and  construed  in
     accordance  with their usual and customary  meanings,  and the Parties each
     hereby waive the  application  of any rule of law which would  otherwise be
     applicable in connection with the  interpretation  and construction of this
     Agreement that ambiguous or  conflicting  terms or provisions  contained in
     this Agreement  shall be  interpreted or construed  against the Party whose
     attorney prepared the executed Agreement or any earlier draft of the same.

          19.9.  TIME OF  ESSENCE.  Time is of the  essence  of this  Agreement.
     However,  if this  Agreement  requires  any act to be done or  action to be
     taken on a date which is a Saturday,  Sunday or legal holiday,  such act or
     action  shall be deemed to have been validly done or taken if done or taken
     on the  next  succeeding  day  which  is not a  Saturday,  Sunday  or legal
     holiday.

          19.10.  INTERPRETATION.  If there is any specific and direct  conflict
     between,  or any ambiguity resulting from, the terms and provisions of this
     Agreement and the terms and provisions of any document, instrument or other
     agreement  executed in connection  with, or in  furtherance of the Purchase
     Transaction,  including any Exhibits to this  Agreement,  the same shall be
     consistently  interpreted  in such  manner as to give effect to the general
     purposes and intention as expressed in this Agreement which shall be deemed
     to prevail and control.

          19.11. HEADINGS AND COUNTERPARTS;  FACSIMILE SIGNATURES.  The headings
     of this  Agreement are for reference only and shall not limit or define the
     meaning of any provision of this Agreement.  This Agreement may be executed
     in  any  number  of  counterparts  and  by  facsimile  signature,  all  the
     counterparts  (original or  facsimile)  shall be deemed to  constitute  one
     instrument  and  each   counterpart   shall  be  deemed  an  original.   If
     counterparts  (original  or  facsimile)  are employed  then,  upon Close of
     Escrow,  Escrow Agent shall assemble all counterpart signature pages into a

                                       17
<PAGE>
     single document containing all original or facsimile  signatures,  and this
     document shall be delivered to Buyer's  counsel with copies of the document
     (including  all  signatures) to be delivered  contemporaneously,  by Escrow
     Agent, to Seller, Seller's counsel and Buyer.

          19.12.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
     and inure to the benefit of the Parties and their respective  successors in
     interest and permitted assigns.

          19.13.  SEVERABILITY.  If any provision of this  Agreement is declared
     void or  unenforceable,  such  provision  shall be deemed severed from this
     Agreement,  and this  Agreement  shall  otherwise  remain in full force and
     effect.

          19.14.  EXHIBITS;  RECITALS.  All Exhibits and Recitals  referenced in
     this  Agreement are  incorporated  by reference in, and shall  constitute a
     part of, this Agreement.

          19.15. RELATIONSHIP. This Agreement shall not be construed as creating
     a joint venture,  partnership or any other cooperative or joint arrangement
     between Buyer and Seller,  and it shall be construed strictly in accordance
     with its terms.

          19.16.  INTEGRATION  CLAUSE; NO ORAL MODIFICATION.  This Agreement and
     the Escrow Instructions  represent the entire agreement of the Parties with
     respect to its subject matter, and all agreements, oral or written, entered
     into prior to this Agreement are revoked and superseded by this  Agreement.
     This  Agreement  may not be  changed,  modified  or  rescinded,  except  in
     writing, signed by all Parties and any attempt at oral modification of this
     Agreement shall be void and of no effect.

          19.17. NO ASSUMPTION OF SELLER'S LIABILITIES.  Buyer is acquiring only
     the  Property  from  Seller and Buyer is not the  successor  in interest of
     Seller. Buyer does not assume, agree to pay, perform or indemnify Seller or
     any other person against any liability,  obligation or expense of Seller or
     relating in any way to the Property except to the extent, if any, expressly
     and specifically provided for in this Agreement.

          19.18.  WAIVER.  Buyer is acquiring  only the Property from Seller and
     Buyer is not the  successor in interest of Seller.  Failure of any Party to
     exercise  any  right,  remedy  or  option  arising  out of a breach of this
     Agreement shall not be deemed a waiver of any right,  remedy or option with
     respect to any subsequent or different  breach,  or the  continuance of any
     existing breach.

          19.19.  BINDING  AGREEMENT.   This  Agreement  constitutes  a  binding
     agreement between Seller and Buyer for this Purchase  Transaction and shall
     bind  and  inure  to  the  benefit  of the  parties  and  their  respective
     successors  and assigns.  This  Agreement  supersedes  all other written or
     verbal agreements between the Parties concerning this Purchase Transaction.

                                       18
<PAGE>
         IN WITNESS WHEREOF,  the Parties have executed this Purchase  Agreement
as of the Effective Date.

BUYER:                              FOOT CREEK CORPORATION OF ARIZONA,
                                    an Arizona corporation

                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------

                                    GRANDILLA (ARIZONA), INC., an Arizona
                                    Corporation

                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------


SELLER:                             STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC.,
                                    an Arizona corporation

                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------

                                       19
<PAGE>
                            ESCROW AGENT'S ACCEPTANCE

     This  Agreement is accepted as of this _____ day of  ____________  1999, by
Escrow  Agent,  which date is deemed to be the date of Opening of Escrow for the
purposes  of this  Agreement,  and  Escrow  Agent  agrees  to  perform  the acts
applicable  to Escrow  Agent in  accordance  with the  terms of this  Agreement.
Escrow  Agent  acknowledges  its  receipt of a fully  executed  original of this
Agreement as of the date set forth above.

                                    FIDELITY NATIONAL TITLE INSURANCE COMPANY

                                    By:
                                       -----------------------------------------
                                       Escrow Officer

     The  undersigned  hereby  execute  this  Agreement  for the sole purpose of
acknowledging  and  agreeing  to be bound  by the  terms  of  Section  13 of the
Agreement.

SELLER'S BROKER:

                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------


BUYER'S BROKER:                                      GRUBB & ELLIS

                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------

                                       20
<PAGE>
                        LEGAL DESCRIPTION OF THE PROPERTY






                                  EXHIBIT A TO
                               PURCHASE AGREEMENT
<PAGE>
When recorded, return to:
Attn: Brian P. Lee
c/o Grubb & Ellis
2390 E. Camelback Road
Suite 100
Phoenix, Arizona  85016

Escrow No.
--------------------------------------------------------------------------------

                             SPECIAL WARRANTY DEED

     For the  consideration  of Ten Dollars,  and other valuable  consideration,
STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC., an Arizona corporation ("Grantor"),
conveys to FOOT CREEK CORPORATION OF ARIZONA and GRANDILLA (ARIZONA), INC., both
Arizona  corporations  (collectively,   "Grantee"),  as  equal  co-tenants,  the
following described real property:

     See  EXHIBIT A attached to and  incorporated in this Special  Warranty Deed
          by this reference (the "Property").

     SUBJECT  TO: all taxes and other  matters of record,  or which an  accurate
ALTA/ACSM survey would disclose.

     And Grantor  hereby binds itself and its  successors  to warrant and defend
the title,  as against all acts of Grantor and no other,  subject to the matters
above set forth.

     Dated to be effective as of _______________, 1999.

GRANTOR:                            STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC.,
                                    an Arizona corporation


                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------
STATE OF ARIZONA          )
                          ) ss.
County of Maricopa        )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
_______________,  1999,  by  _________________________,  as  _______________  of
STRATFORD AMERICAN CAR RENTAL SYSTEMS,  INC., an Arizona corporation,  on behalf
of the corporation, for the purposes set forth herein.


                                   ---------------------------------------------
                                    Notary Public

My Commission Expires:
<PAGE>
                                LEGAL DESCRIPTION




                                  EXHIBIT A TO
                              SPECIAL WARRANTY DEED


                              NON-FOREIGN AFFIDAVIT

     The  undersigned,  _______________,  ___________ of STRATFORD  AMERICAN CAR
RENTAL  SYSTEMS,  INC., an Arizona  corporation("Transferor"),  after being duly
sworn upon his oath, deposes and says:

     Section 1445 of the Internal  Revenue Code  provides that a transferee of a
U.S.  real property  interest  must withhold tax if the  transferor is a foreign
person.  To inform FOOT CREEK  CORPORATION  OF ARIZONA and GRANDILLA  (ARIZONA),
INC., both Arizona corporations (collectively,  "Transferee"),  that withholding
of the tax is not required upon the disposition of Transferor's  interest in the
real  property  described  on  EXHIBIT A attached  hereto and by this  reference
included  herein  (the  "Property"),   the  undersigned   hereby  certifies  the
following:

     1.  Transferor  is not a  non-resident  alien,  or a  foreign  corporation,
foreign  partnership,  foreign  trust,  foreign  estate or other foreign  person
within the meaning of Sections  1445 and 7701 of the  Internal  Revenue Code and
the treasury regulations promulgated thereunder;

     2.    Transferor's    U.S.    taxpayer     identification    numbers    is:
__________________.

     3.  Transferor's  address is: 2400 E. Arizona Biltmore Circle,  Building 2,
Ste. 1270 Phoenix, Arizona 85012.

     4. There are no other persons or entities who have an ownership interest in
the Property.

     The undersigned understands that this certification may be disclosed to the
Internal  Revenue  Service by Transferee  in  connection  with the United States
Foreign Investment in Property Tax Act and that any false statement contained in
this Affidavit could be punished by fine, imprisonment or both.

     Under  penalty of perjury,  the  undersigned  declares that he has examined
this  certification  and to the best of his  knowledge  and belief,  it is true,
correct and complete.

TRANSFEROR:                         STRATFORD AMERICAN CAR RENTAL SYSTEMS, INC.,
                                    an Arizona corporation

                                    By:
                                       -----------------------------------------
                                    Its:
                                        ----------------------------------------
STATE OF _____________     )
                           ) ss.
County of ______________   )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
______________, 199___, by _________________, as __________________ of STRATFORD
AMERICAN CAR RENTAL  SYSTEMS,  INC.,  an Arizona  corporation,  on behalf of the
corporation for the purposes set forth herein.

                                   ---------------------------------------------
                                    Notary Public

My Commission Expires:
<PAGE>
                                LEGAL DESCRIPTION

                       [TO BE SUPPLIED PRIOR TO EXECUTION]