Exhibit
10.1


REAL
ESTATE PURCHASE AND SALE AGREEMENT


          This
REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this
30th day of April, 2004, by and between Mint Capital, a Virgin Islands
business, and GASCO Inc., a Virgin Islands business (collectively, “Seller”),
and COST-U-LESS, INC., a Washington corporation, or assigns (“Buyer”), with
reference to the following facts:


          Seller
is the owner of that certain parcel of real property consisting approximately
of 4.0 acres and described as follows: 
Plots 4M and 4Q Estate Sion Farm, Christensted, St. Croix, U.S.V.I. (the
“Land”).  Seller will sell to Buyer, and
Buyer will buy from Seller, upon the terms and conditions set forth herein, the
Property (as defined below).

A
G R E E M E N T

          NOW,
THEREFORE, in consideration of the terms and conditions of this Agreement, and
the mutual covenants herein contained, Buyer and Seller hereby agree as
follows:

          1.     Property Description.  Seller shall sell and convey to Buyer, and
Buyer shall purchase and acquire from Seller, upon and subject to the terms and
conditions set forth in this Agreement, the following (collectively, the
“Property”):  the Land, together with
any easements, appurtenances, rights, privileges, reversionary interests and
improvements belonging or appurtenant to the Land; all trees, shrubbery and
plants now in or on the Land; all right, title and interest of Seller in and to
all alleys, strips or gores of land, if any, lying adjacent to the Land; all
rights to utilities serving the Property; all right title and interest of
Seller in and to all rights-of-way, easements, rights of ingress or egress or
other interests in, on, or to, any land, highway, street, road, or avenue, open
or proposed, in, on, or across, in front of, abutting or adjoining the
Land.  The Property shall also include
all intangible personal property used or useable in the construction,
renovation, ownership, management, marketing or operation of the Land or any
part thereof, and all replacements, additions or accessions thereto, including
without implied limitation: all licenses, certifications, authorizations,
approvals and permits issued or approved by any governmental authority or other
person (e.g., construction, building, sign, environmental,
ingress/egress and other permits).

          2.     Purchase Price.  The purchase price (the “Purchase Price”) to
be paid by Buyer to Seller for the Property is Eight Hundred Sixty Thousand and
No/100 Dollars (U.S.$860,000).

          3.     Payment of Purchase
Price.  The Purchase
Price shall be payable to Seller as follows:

                  3.1     Earnest Money.  Within five (5) days following the execution
and delivery of this Agreement, Buyer shall open escrow with Island Title
Services Company in St. Croix (“Escrow Agent”), by depositing with Escrow
Agent a copy of this Agreement and Forty Three Thousand Dollars ($43,000) (the
“Earnest Money”).  The Earnest Money
shall be applicable to the Purchase Price. 
Any interest on the Earnest Money shall be for the benefit of whichever
party is entitled to the Earnest Money at Closing (as defined below) or other
termination of this Agreement.


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                  3.2     Cash to Close.  On the Closing Date (as defined below),
Buyer shall deposit with Escrow Agent the entire amount of the Purchase Price,
less the Earnest Money (and interest thereon) and less any other amounts to be
credited against the Purchase Price.

          4.     Closing Date.  “Closing” shall occur when the deed to Buyer
is recorded and the Purchase Price is delivered to the Escrow Agent for
delivery to Seller.  The Closing shall
be held at the offices of the Escrow Agent, or such other place as is mutually
agreed, on June 30, 2004 or such earlier date as the parties may agree (the
“Closing Date”).

          5.     Title
and Survey Matters.

                  5.1     Title Commitment.  Prior to May 10, 2004, Seller shall obtain
at Seller’s cost and deliver to Buyer a preliminary commitment for a 1970-B
form ALTA owner’s extended title insurance policy issued by Island Title
Company (the “Title Company”) describing the Land, showing all matters
pertaining to the Land, listing Buyer as the prospective named insured and
showing as the policy amount the total Purchase Price.  At the same time, the Title Company shall
also deliver to Buyer true, correct and legible copies of all documents (the
“Title Documents”) referred to in such title commitment as conditions or
exceptions to title to the Property (such title insurance policy commitment and
the Title Documents are collectively referred to herein as the “Title
Commitment”).

                  5.2     Title Review.  During the Contingency Period, Buyer shall
review the Title Commitment and the Survey (defined below) and, on or before
June 4, 2004, shall notify Seller in writing (the “Title Notice”) what
exceptions to title, if any, will be accepted by Buyer.  Only those exceptions approved by Buyer in
writing shall constitute “Approved Exceptions.” Seller shall remove all
exceptions that are not Approved Exceptions prior to the Closing Date.  If, within ten (10) days after Seller’s
receipt of the Title Notice, Seller notifies Buyer that Seller will not be able
to remove an exception (other than a monetary lien), then, within five (5) business
days of such notice from Seller, or prior to the Closing Date, whichever is
earlier, Buyer shall notify Seller either that Buyer (i) waives the
objection to such exception and accepts such title as Seller is willing to
convey, or (ii) terminates this Agreement, in which event Escrow Agent
shall refund the Earnest Money to Buyer and neither party shall have any
further rights or obligations under this Agreement.

          Immediately
upon discovering the need to amend or add any exception to the Title Commitment
,Title Company will notify Buyer and Seller. 
Within five (5) business days after notice from Title Company together
with a copy of such intervening lien or matter, Buyer shall notify Seller in
writing of any objections thereto (the “Amendment Objections”).  Seller shall satisfy the Amendment
Objections prior to the Closing Date. 
If, within five (5) business days after Seller’s receipt of the
Amendment Objections, Seller notifies Buyer that Seller will not remove any of
the Amendment Objections (other than a monetary lien), then, within five (5)
business days of such notice from Seller, or prior to the Closing Date,
whichever is earlier, Buyer shall notify Seller either that Buyer
(i) waives the Amendment Objections and accepts such title as Seller is
willing to convey, or (ii) terminates this Agreement, in which event
Escrow Agent shall refund the Earnest Money to Buyer and neither party shall
have any further rights or obligations under this Agreement.  The Approved Exceptions and any other exceptions
that Buyer approves in writing shall be referred to hereinafter as the
“Permitted Exceptions.”

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                  5.3     Title Policy.  Buyer shall receive at Closing, an Owner’s
Extended Coverage Title Insurance Policy (ALTA Form 1970-B) issued by the Title
Company (the “Title Policy”).  The Title
Policy shall be issued in the amount of the total Purchase Price and shall
insure fee simple, indefeasible title to the Property in Buyer, subject only to
the Permitted Exceptions.  The Title
Policy shall contain such endorsements as Buyer may require, at Buyer’s
expense.  Buyer’s obligation to close
this transaction shall be contingent on Buyer’s receipt of Title Company’s
commitment to issue such Title Policy.

                  5.4     Survey.  Buyer may, at its expense, obtain a current
ALTA/ASCM survey (the “Survey”) of the Property prepared by a licensed or
registered surveyor, which survey shall be satisfactory to Buyer and to the
Title Company.

          6.     Contingency Period
Defined.  As used herein,
the term “Contingency Period” means the period commencing on the date of
execution of this Agreement by both parties and ending on June 15, 2004.

          7.     Conditions to
Buyer’s Obligations.

                  7.1     Satisfaction of
Conditions.  Buyer’s
obligation to purchase the Property shall be subject to and contingent upon the
satisfaction or waiver by Buyer of the conditions set forth below.  Buyer and its employees and agents shall
have the right and permission from the date of this Agreement through the
Closing Date (or earlier termination of this Agreement) to enter upon the
Property or any part thereof at all reasonable times and from time to time for
the purpose, at Buyer’s cost and expense, of making all soil and other tests or
studies and perform excavation and construction activities on the Land under
the provisions of this Agreement.  If
Buyer terminates this Agreement pursuant to Section 7.2, Buyer shall have
no obligation to remove any part of the below-surface improvements or
installations theretofore made by Buyer, however, upon Seller’s request, Buyer
shall remove any and all; above-surface improvements theretofore made by Buyer
and fill in any excavations created by Buyer at Buyer’s expense.

                            7.1.1     Property
Inspection. 
Buyer’s inspection and approval, in its sole and absolute discretion,
during the Contingency Period, of the physical condition of the Property and
the suitability of the Property for Buyer’s intended purpose (the “Property Inspection”),
including, without limitation, the conducting of soil tests (including
borings), toxic and hazardous waste studies, surveys, wetlands delineation,
engineering, historical use, traffic and access studies, structural studies and
review of zoning, fire, safety and other compliance matters.  If the Property Inspection indicates, in
Buyer’s sole and absolute discretion, that the Property is not suitable for
Buyer’s intended purposes, the provisions of Section 7.2 hereof shall apply.

                            7.1.2     Satisfactory
Performance. 
Buyer’s approval, in its sole and absolute discretion, during the
Contingency Period, of the past performance and potential future performance of
the Property for Buyer’s intended purposes (the “Performance Inspection”),
including, without limitation, the zoning and other codes, covenants and/or
restrictions affecting the use and future development of the Property, the
certificates, licenses and permits existing with respect to the Property and
likelihood and anticipated cost of obtaining additional certificates, licenses
and permits that Buyer desires to obtain with respect thereto, the availability
and access to public roads, the availability of utilities and sewer capacity,
the potential


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opportunity to acquire additional property adjacent to or
contiguous with the Property, and past performance of the Property, the
potential to finance the Property in a manner satisfactory to Buyer in all
respects and demographic studies with respect to the neighborhood and region in
which the Property are located.  If the
Performance Inspection indicates in Buyer’s sole and absolute discretion that
the potential future performance of the Property for Buyer’s purposes is not
satisfactory to Buyer, then the provisions of Section 7.2 hereof shall apply.




                            7.1.3     Permits
and Construction. 
Buyer’s procurement of any and all licenses, approvals, permits and
authorizations relating to the construction of improvements on the Land and the
operation thereof (collectively, the “Permits”).  During the Contingency Period and until the Closing Date (or
earlier termination of this Agreement), Buyer shall have the right, at Buyer’s
sole expense, to proceed with the procurement of the Permits and the excavation
and construction activities on the Land (including without limitation the site
preparation, excavation and construction of the foundation for a single story
retail/warehouse building with a footprint of approximately 38,000 square feet
(the “Project”) in accordance with the Permits as Buyer deems necessary or
appropriate in its sole discretion. 
Whenever Seller’s approval or consent is required for the procurement of
the Permits and/or site preparation/excavation/construction activities, Buyer
shall deliver the relevant documents to Seller and communicate the pertinent
information to Seller.  Thereafter, but
within seventy-two (72) hours, Seller shall approve and consent to the proposed
action, or, alternatively, Seller shall specify with particularity those
revisions required thereto to obtain Seller’s approval and consent; provided,
however, that Seller’s approval and consent shall not be unreasonably withheld
or conditioned.  If Buyer determines
that the Permits satisfactory to Buyer cannot be procured, in Buyer’s sole and
absolute discretion, the provisions of Section 7.2 hereof shall apply.

                            7.1.4     Environmental
Audit.  Buyer’s
approval, in its sole and absolute discretion, during the Contingency Period,
of a Phase I and/or II Environmental Site Assessment (the “Environmental Site
Assessment”) conducted by an environmental engineering firm selected by
Buyer.  Seller shall cause soil boring
tests to be conducted on the Land and deliver written reports to Buyer setting
forth the results thereof not less than 30 days prior to the expiration of the
Contingency Period, and, upon Buyer’s receipt of such written reports, Buyer
shall reimburse Seller for the actual reasonable cost incurred by Seller in
connection with such soil boring tests; provided, however, that Seller shall
obtain Buyer’s prior written consent concerning the cost and methods of, and
the engineer who will perform, such tests. 
During the Contingency Period, Buyer shall review the Environmental Site
Assessment and soil boring test results and, on or before the expiration of the
Contingency Period, shall notify Seller whether Buyer will accept the
Property.  If the Environmental Site
Assessment and/or soil boring test results indicate, in Buyer’s sole and
absolute discretion, that the Property is not suitable for Buyer’s intended
purposes, the provisions of Section 7.2 hereof shall apply.

                            7.1.5     Financing.  Buyer is able to procure financing at
acceptable terms and conditions.


                  7.2     Buyer’s Right to
Terminate.  In the event
that Buyer’s conditions set forth in Sections 7.1.1 through 7.1.5 above are not
satisfied in Buyer’s sole and absolute discretion, Buyer shall have the right
to terminate this Agreement by sending written notice to Seller and Escrow
Agent (such notice referred to as a “Termination Notice”).  If Buyer gives its


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Termination Notice to
Seller before the expiration of the Contingency Period or gives its Termination
Notice prior to Closing because it has been unable to obtain any or all Permits
required by Buyer for the Project, the Escrow Agent shall return the Earnest
Money to Buyer, and this Agreement shall terminate.  Except as provided in the prior sentence, if Buyer gives its
Termination Notice to Seller after the expiration of the Contingency Period,
and before the Closing, Seller, as its sole and exclusive remedy, may retain
the Earnest Money as liquidated damages and not as a forfeiture or penalty,
both Buyer and Seller hereby acknowledging that Seller’s actual damages
resulting from the delivery of such Termination Notice at such time will be
difficult to ascertain and measure, and that such liquidated damages will
represent a fair and reasonable estimate of such damages that will be sustained
by Seller.  If a Termination Notice Is
given by the Buyer as provided herein, upon disbursement by the Escrow Agent as
provided herein, neither Buyer nor Seller shall have any further liability to
the other under this Agreement.

                  7.3     Additional Closing
Conditions.  In addition
to the conditions stated in Sections 7.1.1 through 7.1.5 above, Buyer’s
obligation to purchase the Property shall be subject to the following
conditions that must be satisfied by Seller as of Closing unless waived by Buyer
at Closing:

                            (a)     All
representations and warranties of Seller contained herein shall be true,
accurate and complete at the time of the Closing as if made again at such time;

                            (b)     Seller
shall have performed all obligations to be performed by it hereunder on or
before Closing (or, if earlier, on or before the date set forth in this
Agreement for such performance);

                            (c)     At
Closing, Seller shall deliver title to the Properly in the condition required
by Section 5 of this Agreement; and 

                            (d)     At
Closing, the physical condition of the Property shall be the same as on the
date hereof, ordinary wear and tear excepted.

          If
the conditions set forth in this Section 7.2 are not satisfied as of Closing
and Buyer does not waive same, the Earnest Money and all interest thereon shall
be returned by Escrow Agent to Buyer, and thereafter neither Buyer nor Seller
shall have any further liability to the other under this Agreement.

          8.     Condition of Property.  Buyer, upon Closing, accepts the Property
and improvements thereon in “as is” condition, subject to the express
representations and warranties made in this Agreement.

          9.     Sellers Representations.  Seller hereby makes the following
representations, which representations shall be deemed made by Seller to Buyer
also as of the Closing Date:

                  9.1     Parties In
Possession.  There are no
parties or trespassers in possession or that have a right to possession of the
Property.

                  9.2     Condemnation or
Assessment; Access. 
There is no pending condemnation or similar proceeding affecting the
Property, nor, to Seller’s knowledge, is there

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any such proceeding or
assessment contemplated by any governmental authority. The Property has full
and free access from public highways, streets or roads, and there is no pending
or threatened governmental proceeding that would impair or curtail such access.





                  9.3     Compliance with Law.  The Property complies with, and Seller has
complied with, all applicable zoning, use, environmental, flood control,
planning, building, fire, health, traffic, disabled persons or other laws,
ordinances, regulations, statutes and rules relating to the Property, and every
part thereof.  Seller has not received
nor is aware of any notification from any governmental authority requiring any
work to be done on the Property or advising of any condition (including,
without limitation, hazardous substances or wastes) that would render the
Property unusable or affect the usability of the Property or any part thereof
for the purposes of Buyer.

                  9.4     Option to Acquire
Premises.  No person or
entity other than Buyer has any right of First refusal or option to acquire any
interest in the Property or any part thereof, and Seller has not sold or
contracted to sell the Property or any portion thereof or interest therein
other than as set forth herein.

                  9.5     Foreign Person.  Seller is not a foreign person and is a
“United States Person” as such term is defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended (the “Code”), and shall deliver to
Buyer prior to the Closing an affidavit evidencing such fact and such other
documents as may be required under the Code.

                  9.6     Sole Legal Owner.  Seller is the sole legal fee owner of the
Property, and is not holding fee title as a nominee for any other person or
entity.

                  9.7     Payment of
Impositions.  Seller has
paid or will pay by adjustment at Closing any and all assessments, special
assessments, impositions and taxes affecting the Property.

                  9.8     Mechanics’ Liens. No labor, material or services have
been furnished in, on or about the Property or any part thereof as a result of
which any mechanics’, laborer’s or materialmen’s liens or claims might arise.

                  9.9     Service Contracts.  There exists no purchase, service or
maintenance contracts or any other contracts, licenses or permits affecting the
Property.  Seller shall indemnify,
defend and hold Buyer harmless from and against any and all claims made or causes
of action brought under any such service contract.

                  9.10   Assumption of Liabilities.  Except for those obligations expressly
assumed by Buyer under the terms of this Agreement, if any, Buyer, by virtue of
the purchase of the Property, will not be required to satisfy any obligation of
Seller arising prior to the Closing Date. 
Other than such obligations so expressly assumed by Buyer, if any, or
any liens or other obligations with respect to the Property that result from
any action or activities by or on behalf of Buyer after the Closing Date,
Seller, after the Closing, will pay and discharge any and all liabilities of
each and every kind arising out of or by virtue of the possession, ownership or
use of the Property prior to the Closing Date, and shall indemnify, defend and
hold Buyer harmless therefrom.

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                  9.11   Defaults.  Seller is not in default, and there has
occurred no uncured event that, with notice, the passage of time or both would
be a default, under any contract, agreement, lease, encumbrance, or instrument
pertaining to the Property.

                  9.12   Litigation.  There is no litigation or threatened
litigation that could now or in the future in any way constitute a lien, claim,
or obligation of any kind on the Property, affect the use, ownership or
operation of the Property or otherwise adversely affect the Property.  For purposes of this Section 9.12,
litigation includes lawsuits, actions, administrative proceedings, governmental
investigations and all other proceedings before any tribunal having
jurisdiction over the Property.

                  9.13   Hazardous Substances.  The Property is not in violation of any law,
ordinance, rule or regulation relating to the environmental conditions
thereon.  Moreover, Seller represents,
warrants and agrees that Seller has not used, generated, manufactured,
produced, stored, released, discharged or disposed of on, under or about the
Property (or off-site of the Property that might affect the Property) or
transported from the Property, any Hazardous Substance (as defined below), nor
to the best of Seller’s knowledge has any Hazardous Substance been used,
generated, manufactured, produced, stored, released, discharged or disposed of
on, under or about the Property (or off-site of the Property that might affect
the Property).  To the best of Seller’s
knowledge no underground storage tanks have been removed from the Property, and
no underground storage tanks are located on the Property.  The term “Hazardous Substance” means any
hazardous or toxic substance, material or waste, pollutants or contaminants, as
defined, listed or regulated now or in the future by any federal, state or
local law, ordinance, code, regulation, rule, order or decree regulating,
relating to or imposing liability or standards of conduct concerning, any
environmental conditions, health or industrial hygiene (collectively,
“Environmental Laws”), including without limitation, (i) chlorinated solvents,
(ii) petroleum products or by-products, (iii) asbestos, (iv) polychlorinated
biphenyls, and (v) anything that would be a hazardous waste, material or
substance, toxic substance or pollutant, as defined under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. § 9601 et. seq.,
Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et. seq.; Resource Conservation and
Recovery Act, 42 U.S.C.  § 6901 et seq., the Clean Water Act, 42 U.S.C. §
1251 et. seq. and the regulations
promulgated thereunder.

          10.   Covenants of Seller.  Seller covenants and agrees as follows:

                  10.1   Performance of Obligations.  From the date of this Agreement to the
Closing Date, Seller shall perform all of its monetary and non-monetary
obligations under all indebtedness (whether for borrowed money or otherwise)
and the liens securing same pertaining to the Property or any portion thereof,
if any.

                  10.2   Liens.  From the date of this Agreement to the
Closing Date, Seller shall not allow any lien to attach to the Property or any
part thereof except the lien for ad valorem taxes
that are not due and payable and any liens that result from the activities of
Buyer in connection with the Property, nor will Seller grant, create, or
voluntarily allow the creating of, or amend, extend, modify or change, any
easement, right-of-way, encumbrance, restriction, covenant, lease, license,
option or other right affecting the Property or any part thereof without
Buyer’s written consent first having been obtained.

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                  10.3   Notification.  From the date of this Agreement to the
Closing Date, Seller shall notify Buyer of each event of which Seller becomes
aware affecting the Property or any part thereof promptly upon learning of the
occurrence of such event.

                  10.4   Encumbrances.  Seller shall not enter into any leases,
trust deeds, mortgages, restrictions, encumbrances, liens, licenses or other
instruments or agreements affecting the Property without the prior written
consent of the Buyer from and after the date of this Agreement.

                  10.5   Environmental Indemnification.  Seller shall protect, indemnify, defend and
hold harmless Buyer and its members, managers, officers, employees, agents,
successors and assigns from any loss, damage, cost expense or liability
(including reasonable attorneys’ fees and costs) directly or indirectly arising
out of or attributable to Seller’s use, generation, manufacture, production,
storage, release, threatened release, discharge, disposal or presence of a
Hazardous Substance on, under or about the Property (or off-site on property
owned or operated by Seller that affected the Property) or a breach by Seller
of any representation, warranty, covenant or agreement contained in Section
9.13 of this Agreement including, without limitation, the costs of any required
or necessary repairs, cleanup or detoxification of the Property and the
preparation and implementation of any closure, remedial or other required
plans.  The foregoing indemnification
shall survive Closing.

          11.   Closing and Escrow.  

                  11.1   Time and Place of Closing.  Provided that all the contingencies set
forth in this Agreement have been previously fulfilled, the Closing shall take
place at the place and time determined as set forth in Section 4 of this
Agreement.

                  11.2   Documents to be Delivered by
Seller.  For and in
consideration of, and as a condition precedent to, the payment to Seller of any
of the Purchase Price, Seller shall obtain and deliver to Buyer at Closing the
following documents (all of which shall be duly executed and acknowledged where
required):

                            11.2.1     Warranty
Deed.  A warranty
deed (“Deed”) in recordable form and otherwise in form and substance reasonably
acceptable to Buyer containing the legal description of the Land in such form
as will convey to Buyer a good, marketable and indefeasible title in fee simple
absolute to the Property, free and clear of all liens, encumbrances,
conditions, easements, assignments, and restrictions, except for the Permitted
Exceptions.

                            11.2.2     Stamp
Tax Affidavit.  A
counterpart Stamp Tax affidavit or certification.

                            11.2.3     Title
Documents.  Such
other documents, including, without limitation, lien waivers, indemnity bonds,
indemnification agreements, certificates of authority, and certificates of good
standing as shall be reasonably required by the Title Company as a condition to
its insuring Buyer’s good and marketable fee simple title to the Property free
of any exceptions, other than the Permitted Exceptions.

                            11.2.4     Title Policy.  As soon as practicable after Closing, the Title Policy.

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                            11.2.5     Nonforeign
Affidavit.  An
affidavit by Seller in a form satisfactory to Buyer and Escrow Agent confirming
that Seller is not a foreign person within the meaning of 26 U.S.C. § 1445 and
the regulations issued thereunder.

                  11.3   Additional Documents.  Such additional documents as might
reasonably be required by Buyer to consummate the sale of the Property to
Buyer.

                  11.4   Delivery by Buyer.  Buyer shall obtain and deliver to Seller at
Closing the following items and documents (all of which shall be duly executed
and acknowledged where required):

                            11.4.1     Purchase
Price.  The
Purchase Price (after credit for the Earnest 
Money and all interest accrued thereon and any other credits pursuant
hereto).

                  11.5   Payment of Costs.  At Closing, Seller and Buyer shall pay their
respective costs incurred in regard to the consummation of the purchase and
sale of the Property including, without limitation, attorneys’ fees.  Notwithstanding the foregoing, Seller shall
pay one-half (1⁄2) of the escrow fee. 
Buyer shall pay: the premium for the owner’s standard coverage Title
Policy to be issued by Title Company to Buyer; the fees to record the Deed and
documentary or other transfer taxes; any additional premiums for title
insurance endorsements or extended coverage; the cost of the Survey, if any;
all costs of Buyer’s financing, including lender’s title insurance premium, if
any; and one-half (1⁄2) of the escrow fee. 
All real property taxes and assessments, surface water management
charges and similar fees or charges, and other expenses and revenues of the
Property shall be prorated as of the Closing Date.

                  11.6   Real Property Taxes.  Seller shall pay at Closing any Real
Property Taxes due or to become due with respect to the Property for the period
up to the Closing Date.

                  11.7   Monetary Liens.  Seller shall pay or cause to be satisfied at
or prior to Closing all monetary liens on or with respect to all or any portion
of the Property, including, but not limited to, mortgages, deeds of trust,
security agreements, assignments of leases, rents and/or easements, judgment
liens, tax liens (other than those for taxes not yet due and payable) and
financing statements.

          12.   Possession.  Seller shall deliver possession of the
Property to Buyer on or before midnight at the end of the Closing Date, free
from all parties claiming rights to possession or having claims against the
Property.

          13.   Condemnation.  In the event of any commenced, to be
commenced or consummated proceedings in eminent domain or condemnation
(collectively, “Condemnation”) respecting the Property or any portion thereof,
Buyer may elect, by written notice to Seller, to terminate this Agreement and the
escrow created pursuant hereto and be relieved of its obligation to purchase
the Property.  If Buyer makes such
selection, the Earnest Money (including all interest earned thereon) and other
sums delivered to Escrow Agent or Seller by Buyer promptly shall be returned to
Buyer and neither Buyer nor Seller shall have any further liability to the
other and shall be relieved of all obligations hereunder.  If Buyer fails to make such election prior
to the Closing Date, this Agreement shall continue in effect, there shall be no
reduction in the Purchase Price, and Seller shall, on or prior to the Closing
Date, assign to Buyer, by an


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assignment agreement in form and substance
satisfactory to Buyer, its entire right, title and interest in and to any
condemnation award or settlement made or to be made in connection with such
Condemnation proceeding.  Buyer shall
have the right at all times to participate in all negotiations and dealings
with the condemning authority and approve or disapprove any proposed settlement
in respect to such matter.  Seller shall
forthwith notify Buyer in writing of any such Condemnation respecting the
Property.



          14.   Notices.  Unless applicable law requires a different
method of giving notice, any and all notices, demands or other communications
required or desired to be given hereunder by any party (collectively,
“notices”) shall be in writing and shall be validly given or made to another
party if delivered either personally, or by Federal Express or other overnight
delivery service of recognized standing, or by United States Mail, certified,
registered, or express mail with postage prepaid, or by facsimile transmission
with electronic confirmation of receipt If such notice is personally delivered
or delivered by facsimile, it shall be conclusively deemed given at the time of
such delivery.   If such notice is
delivered by Federal Express or other overnight delivery service of recognized
standing, It shall be deemed given one (1) business day after the deposit
thereof with such delivery service.  If
such notice is mailed as provided herein, such shall be deemed given three (3)
business days after the deposit thereof in the United States Mail.  Notice given by electronic mail shall not be
effective.  Each such notice shall be
deemed given only if properly addressed to the party to whom such notice is to
be given as follows:


	
   
	
  To Seller:
	
  Nafiz Yousef

	
   
	
   
	
  P.O.  Box
  671,

	
   
	
   
	
  Frederiksted, St. Croix, USVI 00841-0671

	
   
	
   
	
  Attn: NafizYousef

	
   
	
   
	
   

	
   
	
  To Buyer:
	
  COST-U-LESS, INC.

	
   
	
   
	
  3633 136th Place SE Suite 110

	
   
	
   
	
  Bellevue, WA 98006 

	
   
	
   
	
  Attn: Roy Sorensen




Any party hereto may
change its address for the purpose of receiving notices as herein provided by a
written notice given in the manner aforesaid to the other party hereto.

          15.   Survival of Representations
and Warranties.  All
representations, warranties, covenants and agreements of the parties contained
in this Agreement, or in any instrument or other writing provided for herein,
shall survive the Closing. 


          16.   Finders’ or Brokers’ Fees.  Each of the parties represents and warrants
that it has not dealt with any broker or finder to which a commission or other
fee is due in connection with any of the transactions contemplated by this
Agreement, and insofar as it knows, no broker or other person is entitled to
any commission, charge or finder’s fee in connection with the transactions
contemplated by this Agreement.  The
parties hereto each agree to indemnify, defend and hold harmless the other
party against any loss, liability, damage, cost, claim or expense, including
interest, penalties and reasonable attorneys’ fees, that the other party shall
incur or suffer by reason of a breach by the first party of the representation
and warranty set forth above.

10










          17.   Event of Default.  In the event of a default under
this Agreement by Seller (including a breach of any representation, warranty or
covenant set forth herein), Buyer shall be entitled, in addition to all other
remedies, to seek monetary damages and specific performance of Seller’s
obligations hereunder.  In the event of
a breach or default by Buyer without any default by Seller or failure of any
condition to Buyer’s obligations hereunder, Seller’s sole and exclusive remedy
shall be the retention of the Earnest Money held by Escrow Agent, together with
all interest earned thereon, and all amounts previously paid to it hereunder,
as liquidated damages and not as a forfeiture or penalty.  The parties acknowledge that in the event of
such default by Buyer, Seller will have incurred substantial but
unascertainable damages and that therefore the provision herein for liquidated
damages is a valid one.

          18.   Reports.  Within five (5) business days after the
execution and delivery of this Agreement, Seller shall deliver to Buyer copies,
if any, of all available plans and specifications relating to the Property, all
surveys, topographical and plat maps, results of soil tests, engineering
studies, and any other test results or reports, and other data reasonably requested
by Buyer and in Sellers possession or under Seller’s control.


          19.   Miscellaneous.

                  19.1   Applicable Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the United States Virgin
Islands; and the parties hereto agree that venue is proper in the United States
Virgin Islands.

                  19.2   Further Assurances.  Each of the parties shall execute and
deliver any and all additional papers, documents and other assurances, and
shall do any and all acts and things reasonably necessary in connection with
the performance of its obligations hereunder, to carry out the intent of the
parties hereto.

                  19.3   Modification or Amendment.  No amendment, change or modification of this
Agreement shall be valid, unless in writing and signed by all of the parties
hereto.

                  19.4   Successors and Assigns.  Buyer may assign this Agreement to any party
in its sole discretion without the need to obtain Seller’s consent.  All of the terms and provisions contained
herein shall inure to the benefit of and shall be binding upon the parties
hereto and their respective heirs, beneficiaries, legal representatives,
successors and assigns.  If Seller is
comprised of more than one person, all persons constituting Seller shall be
jointly and severally responsible for the performance of Sellers obligations
hereunder.

                  19.5   Entire Agreement.  This Agreement constitutes the entire
understanding and agreement of the parties with respect to its subject matter
and any and all prior agreements, understandings or representations with
respect to its subject matter are hereby canceled in their entirety and are of
no further force or effect. 


                  19.6   Attorneys’ Fees.  Should either party bring legal action to
enforce or interpret this Agreement, the prevailing party in such action shall
be entitled to an award of its reasonable attorneys’ fees and costs incurred in
connection with such action, whether in mediation or arbitration, at trial or
on appeal, or in any bankruptcy proceeding.

11










                  19.7   Headings.  The captions and paragraph headings used in
this Agreement are inserted for convenience of reference only and are not
intended to define, limit or affect the interpretation or construction of any
term or provision hereof. 

                  19.8   Time.  Time is of the essence in the performance of
this Agreement.

[THE REMAINDER OF
THIS PAGE INTENTIONALLY LEFT BLANK]

12










SELLER:

Mint
Capital, a Virgin Islands Company __________]

	
   
	
   
	
   
	
   

	
  By:
	
  /s/
	
   
	
  Date:  April
  30, 2004

	
   
	
  



  	
   
	
   

	
   
	
  Nafiz Yousef
	
   
	
   

	
  Its:
	
  President
	
   
	
   




GASCO
Inc., a Virgin Islands Company__________]

	
   

  	
   
	
   
	
   

	
  By:

  	
  /s/
	
   
	
  Date:  April
  30, 2004

	
   
	
  



  	
   
	
   

	
   
	
  Nafiz Yousef
	
   
	
   

	
  Its:
	
  President
	
   
	
   




BUYER:

COST-U-LESS,
INC.

	
   
	
   
	
   
	
   

	
  By:
	
  /s/
	
   
	
  Date:  April
  30, 2004

	
   
	
  



  	
   
	
   

	
   
	
  Roy Sorensen
	
   
	
   

	
  Its:
	
  Chief Operating Officer
	
   
	
   




13










SECOND
ADDENDUM TO OFFER TO PURCHASE


          Buyer
and Sellers hereby enter into a Second Addendum to the Real Estate Purchase and
Sale Agreement originally dated April 30, 2004 for the sale and purchase of
Plots 4M and 4Q (“Contract”) as follows:


          Buyer
discovered and reported to Sellers’ first orally and later in writing on June
2, 2004 (during the initial title review and survey contingency period of the
Contract) that significant title and survey issues existed which needed to be
corrected by Seller prior to closing.

          Sellers
have advised Buyer they are taking appropriate steps to remedy these matters,
however the time provided to Sellers for correction of title and survey matters
under Paragraph 5.2 of the Contract, and Buyer’s general contingency
period will both expire prior to the completion of Sellers’ remedial action.

          This
Contract is further amended to extend all Buyer’s contingency periods to June
24, 2004.  In the event buyer has not
exercised its Right to Terminate as set forth in paragraph 7.2 prior to
the close of business on June 24, 2004 closing is to occur on or before June
30, 2004.

          Except
as amended herein, all terms, warranties, representations and requirements of
the Contract and First Addendum shall remain in full force and effect.

          The
Second Addendum may be executed in counterparts and facsimile signatures shall
be accepted as originals.

SELLER:
Mint Capital, a Virgin Islands Company

	
   
	
   
	
   
	
   

	
  By:
	
  /s/
	
   
	
  Date: 
  6/15/04

	
   
	
  



  	
   
	
   

	
   
	
  Sirri Hamad
	
   
	
   

	
  Its:
	
   
	
   
	
   




GASCO Inc., a Virgin
Islands Company

	
   

  	
   
	
   
	
   

	
  By:

  	
  /s/
	
   
	
  Date: 
  6/15/04

	
   
	
  



  	
   
	
   

	
   
	
  Sirri Hamad
	
   
	
   

	
  Its:
	
   
	
   
	
   




BUYER:
COST-U-LESS, INC.

	
   

  	
   
	
   
	
   

	
  By:
	
  /s/
	
   
	
  Date: 
  6/15/04

	
   
	
  



  	
   
	
   

	
   
	
  Roy Sorensen
	
   
	
   

	
  Its:
	
  Chief Operating Officer
	
   
	
   




Page 1 of 1










THIRD
ADDENDUM TO OFFER TO PURCHASE


          Buyer
and Sellers hereby enter into a Third Addendum to the Real Estate Purchase and
Sale Agreement originally dated April 30, 2004 for the sate and purchase of
Plots 4M and 4Q (“Contract”) as follows:


          This
Contract is further amended to extend all Buyer’s contingency periods to July
6, 2004.  In the event buyer has not
exercised its Right to Terminate as set forth in paragraph 7.2 prior to the
close of business on July 6, 2004 closing is to occur on or before July 13,
2004.

          Except
as amended herein, all terms, warranties, representations and requirements of
the Contract and First Addendum shall remain in full force and effect. 

          The
Third Addendum may be executed in counterparts and facsimile signatures shall
be accepted as originals.

SELLER:
Mint Capital, a Virgin Islands Company 

	
   
	
   
	
   
	
   

	
  By:
	
  /s/
	
   
	
  Date: 
  6/24/04

	
   
	
  



  	
   
	
   

	
   
	
  Sirri Hamad
	
   
	
   

	
  Its:
	
   
	
   
	
   




GASCO Inc., a Virgin
Islands Company

	
   

  	
   
	
   
	
   

	
  By:

  	
  /s/
	
   
	
  Date: 
  6/24/04

	
   
	
  



  	
   
	
   

	
   
	
  Sirri Hamad
	
   
	
   

	
  Its:
	
   
	
   
	
   




BUYER:
COST-U-LESS, INC.

	
   

  	
   
	
   
	
   

	
  By:
	
  /s/
	
   
	
  Date: 
  6/24/04

	
   
	
  



  	
   
	
   

	
   
	
  Roy Sorensen
	
   
	
   

	
  Its:
	
  Chief Operating Officer
	
   
	
   




Page 1 of 1