ASSET PURCHASE AGREEMENT                 Conformed Copy


         ASSET PURCHASE  AGREEMENT dated as of April 13, 1999 (the "Agreement"),
by and  between  CHRYSALIS  HOTELS  &  RESORTS,  CORP.,  a  Florida  corporation
("CHRYSALIS"),  and James Lucas,  a single  person,  Glenn  Kimball and Paulette
Kimball, husband and wife, Marek Niczyporuk, a single person, James L. Quinn and
Barbara Baker Quinn, husband and wife, Herbert J. Walker and Patricia A. Walker,
husband  and  wife,  Alva D.  Cravens  and  Kirstin  Cravens,  husband  and wife
(collectively, the "KRISTAL GROUP").

                                    RECITALS

         A.  CHRYSALIS  desires to acquire  certain assets of KRISTAL GROUP (the
"Acquired  Assets" as defined in Section  1.1),  all on the terms and subject to
the conditions hereinafter set forth.

         B. KRISTAL GROUP desires to sell such assets to CHRYSALIS, on the terms
and subject to the conditions hereinafter set forth.

         INTENDING TO BE LEGALLY BOUND, and in consideration of the premises and
the mutual  representations,  warranties,  covenants  and  agreements  contained
herein, CHRYSALIS and KRISTAL GROUP hereby agree as follows:

                                    ARTICLE I
                 ACQUISITION AND DISPOSITION OF ACQUIRED ASSETS

         1.1  Acquired  Assets.  Subject  to the  terms and  conditions  of this
Agreement,  at the Closing (as defined below), KRISTAL GROUP shall sell, convey,
transfer, assign and deliver to CHRYSALIS, and CHRYSALIS shall purchase, acquire
and accept from KRISTAL GROUP, certain assets owned by KRISTAL GROUP as follows:

                  1.1.1 KRISTAL GROUP  Intellectual  Property.  "KRISTAL  GROUP"
Intellectual Property" which shall mean all the intellectual property (except as
expressly  stated below) of KRISTAL GROUP owned,  licensed or otherwise  used in
the  business  conducted by KRISTAL  GROUP for the  microfilm,  et al,  scanning
device design, all hardware design,  and computer  programming code and software
owned by KRISTAL GROUP  including but not limited to any and all Software needed
to allow the  scanning/digitizing/reading  device to operate  in a reliable  and
commercial  manner,  programs  software  (as more fully  described  in  Schedule
1.1.1(A), including the trademarks and (and any other trademarks), and including
without  limitation  the  intellectual  property  listed  on or  related  to the
intellectual  property  listed on Schedule  1.1.1(A),  in both machine  readable
and/or human  readable  form,  and  including:  (i) rights to, and any rights to
apply  for  and/or  register,  patents  and  patent  applications,   copyrights,
trademarks,  trade  secrets and all other  proprietary  rights  relating to such
intellectual property, (ii) records and files relating to manufacturing, quality
control, sales, marketing and customer support and designs for such intellectual
property,  (iii) Derivative Works of such KRISTAL GROUP  Intellectual  Property,


                                        1


<PAGE>



and (iv) all related  Documentation.  "Derivative  Work"  means any  translation
(including  any   translation   into  other  computer   languages),   portation,
modification,    correction,    addition,   extension,   upgrade,   improvement,
compilation,  abridgment  or other form  prepared  by or for  KRISTAL  GROUP and
presently in the  possesssion  of or under the control of KRISTAL GROUP in which
the  KRISTAL  GROUP  Intellectual  Property  has been  recast,  transformed,  or
adopted.  "Documentation"  means any and all  software,  hardware  and  firmware
listings,  fully  commented  and updated  source  code,  complete  system  built
software and instructions related to the KRISTAL GROUP Intellectual  Property in
the  posssession  or under the control of KRISTAL  GROUP,  and any and all user,
technical and business  documentation  related to the KRISTAL GROUP Intellectual
Property in the possession or under the control of KRISTAL GROUP in both machine
readable and/or human readable form.

                  1.1.2 Other Assets.  "Other  Assets" shall mean all of KRISTAL
GROUP's hardware patents, rights to hardware patents, customer lists, contracts,
agreements, licenses or license agreements, commitments,  warranties, claims and
other existing and inchoate  rights,  but excluding  without  limitation,  cash,
marketable   securities,   receivables   and  rights   relating  to  contractual
obligations.

         All of the above shall be referred to as the "Acquired Assets."

         1.2  Liabilities.  CHRYSALIS  shall  not  assume  or be  deemed to have
assumed,  or to have  any  obligations  with  respect  to,  any  liabilities  or
obligations  of  KRISTAL  GROUP of any  nature  whatsoever,  whether  such other
liabilities and obligations  arose or arise before or after, or mature before or
after, the Closing (the "Retained Liabilities").

         1.3 Purchase  Price and  Payment.  The  purchase  price (the  "Purchase
Price") for the Acquired Assets shall consist of the following:

                  1.3.1 Stock Issuance.  At Closing,  CHRYSALIS shall deliver to
the KRISTAL  GROUP  6,000,000  shares of common stock of CHRYSALIS  ("CHRYSALIS"
Common Shares") as follows:


                                                          NUMBER OF
        KRISTAL GROUP                                  CHRYSALIS SHARES
        -------------                                  ----------------
James Lucas                                                1,500,000
Glenn & Paulette Kimball                                   1,500,000
Marek Niczyporuk                                           1,300,000
James L. and Barbara Baker Quinn                           1,100,000
Herbert L. and Patricia A. Walker                            500,000
Alva D. and Kirstin Cravens                                  100,000
TOTAL                                                      6,000,000


                                        2


<PAGE>






Immediately  after the Closing,  CHRYSALIS will place the Acquired Assets into a
newly-formed,   wholly-owned   subsidiary   known  as   CybeRecord   Inc.   (the
"Subsidiary"),   and  shall  cause  the   Subsidiary   to  commence   operations
immediately. Also, immediately after closing, CHRYSALIS Board of Directors shall
cause a special shareholders meeting to be convened for the purposes of amending
the  corporation's  articles and bylaws,  as necessary,  to establish a board of
directors of five  individuals,  and to elect directors to a term of office that
shall  commence  immediately  upon  election.  These  obligations  shall survive
closing.

         1.4  Closing  and  Delivery  of  Acquired  Assets.  The  closing of the
transaction  (the "Closing") and delivery of the Acquired Assets will take place
upon execution of this Agreement (the "Closing Date"),  at such date or place as
agreed to by the parties hereto.

         1.5  Conveyance of Acquired  Assets.  The sale,  conveyance,  transfer,
assignment and delivery to CHRYSALIS of the Acquired Assets, as herein provided,
shall be effected  by such bills of sale,  endorsements,  assignments  and other
instruments  of transfer and conveyance as may be necessary to vest in CHRYSALIS
the right,  title and interest of KRISTAL  GROUP in and to the Acquired  Assets,
free and  clear of all  liens,  claims,  charges  and  encumbrances,  except  as
otherwise  provided in this  Agreement.  Such documents  shall include,  without
limitation,  a Bill of Sale and an  Assignment  of Rights in the forms  attached
hereto as Schedules  1.5(A) and (B),  respectively.  KRISTAL GROUP shall, at the
Closing or at any time or from time to time  after the  Closing,  upon  request,
perform or cause to be performed such acts, and execute, acknowledge and deliver
or cause to be executed,  acknowledged  and delivered such documents,  as may be
reasonably required or requested to effectuate the sale,  conveyance,  transfer,
assignment  and delivery to  CHRYSALIS of any of the Acquired  Assets or for the
performance by KRISTAL GROUP of any of its obligations hereunder.

                                   ARTICLE II
                          REPRESENTATION AND WARRANTIES

         2.1  Representations  and  Warranties of KRISTAL  GROUP.  KRISTAL GROUP
represents  and warrants to CHRYSALIS on execution of this  Agreement and on the
Closing Date as follows:

                  2.1.1 KRISTAL GROUP Intellectual Property.  KRISTAL GROUP owns
all the KRISTAL GROUP Intellectual Property used or under development in KRISTAL
GROUP's  business as  currently  conducted.  Schedule  1.1.1(A)  lists:  (i) all
patents,   copyrights,   trademarks,   trade  names,   service  marks,  and  any
applications  therefor  included in the  KRISTAL  GROUP  Intellectual  Property,


                                        3


<PAGE>



together with a list of all of KRISTAL GROUP's  hardware and software  products;
and (ii) all licenses,  sublicenses and other  agreements to which KRISTAL GROUP
is a party and pursuant to which KRISTAL GROUP or any other person is authorized
to use any of the KRISTAL GROUP Intellectual  Property or other trade secrets of
KRISTAL GROUP, and includes the identities of the parties thereto, a description
of the nature and subject matter  thereof,  and certain terms  thereof.  KRISTAL
GROUP is not,  nor as a result of the  execution,  delivery  or  performance  of
KRISTAL  GROUP's  obligations  hereunder  will be, in  violation of any license,
sublicense or agreement  described in Schedule  1.1.1(A).  KRISTAL GROUP: (i) is
the sole and exclusive owner or licensee of, with all right,  title and interest
in and to (free  and clear of any liens and  encumbrances),  the  KRISTAL  GROUP
Intellectual  Property;  and (ii) has sole and  exclusive  rights  to use of the
KRISTAL  GROUP  Intellectual  Property.   KRISTAL  GROUP  is  not  contractually
obligated to pay any  compensation  to any third  party,  nor is any third party
otherwise  entitled to any compensation,  with respect to KRISTAL GROUP's use of
the KRISTAL GROUP  Intellectual  Property.  The manufacture,  sale or use of any
product or process as now used or offered by KRISTAL GROUP does not infringe any
copyright, trade secret, trademark, service mark, trade names, firm names, logo,
trade dress or any patent of any person.  No adverse  claims with respect to the
KRISTAL GROUP's Intellectual Property have been asserted or, to the knowledge of
KRISTAL GROUP, threatened by any person, nor are there any valid grounds for any
bona fide  claims (i) to the effect that the  manufacture,  sale or issue of any
product or process as now used or offered for sale by KRISTAL GROUP infringes or
will infringe on any copyright,  trade secret,  trademark,  service mark,  logo,
trade dress or patent of any person,  (ii)  against the use by KRISTAL  GROUP of
any trade secrets, copyrights, trademarks, trade names, firm names, logos, trade
dress patents, technology, know-how, processes or computer software programs and
applications used in the business of KRISTAL GROUP relating to the Properties as
currently   conducted,   or  (iii)   challenging  the  ownership,   validity  or
effectiveness of any of the KRISTAL GROUP Intellectual Property. All granted and
issued patents and all registered trademarks listed on Schedule 1.1.1(A) and all
copyrights  held by KRISTAL  GROUP are valid,  enforceable  and  subsisting.  To
KRISTAL GROUP's knowledge,  there is and has been no material  unauthorized use,
infringement  or  misappropriation  of  any of the  KRISTAL  GROUP  Intellectual
Property by any third party, employee or former employee.

                  2.1.2  Disclosure.  No  representation  or  warranty  made  by
KRISTAL  GROUP  in  this  Agreement,  nor  any  document,  written  information,
statement, financial statement, certificate or exhibit prepared and furnished by
KRISTAL GROUP or its  representatives  pursuant hereto or in connection with the
transactions  contemplated  hereby,  when taken  together,  contains  any untrue
statement of a material  fact,  or omits to state a material  fact  necessary to
make the statements or facts contained herein or therein not misleading in light
of the circumstances under which they were furnished.

                  2.1.3 Reliance.  The foregoing  representations and warranties
are made by KRISTAL GROUP with the knowledge and  expectation  that CHRYSALIS is
placing reliance thereon.

                                        4


<PAGE>



         2.2 Representations and Warranties of CHRYSALIS.  CHRYSALIS  represents
and warrants to KRISTAL GROUP as follows:

                  2.2.1  Organization,   Standing  and  Power.  CHRYSALIS  is  a
corporation duly organized, validly existing and in good standing under the laws
of Florida,  has all requisite power and authority to own, lease and operate its
properties  and to carry on its businesses as now being  conducted,  and is duly
qualified  and in good standing to do business in each  jurisdiction  in which a
failure to so  qualify  would have a  material  adverse  effect on the  Business
Condition of CHRYSALIS.

                  2.2.2 Authority.  The execution,  delivery, and performance of
this Agreement by CHRYSALIS has been duly authorized by all necessary  action of
the Board of Directors of CHRYSALIS. CHRYSALIS has duly and validly executed and
delivered this Agreement,  and this Agreement  constitutes a valid,  binding and
enforceable obligation of CHRYSALIS in accordance with its terms.

                  2.2.3  Disclosure.  No  representation  or  warranty  made  by
CHRYSALIS in this Agreement, nor any document,  written information,  statement,
financial  statement,  certificate  or exhibit  prepared and  furnished or to be
prepared and furnished by CHRYSALIS or its representatives pursuant hereto or in
connection  with the  transactions  contemplated  hereby,  when taken  together,
contains any untrue  statement of a material  fact, or omits to state a material
fact necessary to make the statements or facts  contained  herein or therein not
misleading in light of the circumstances under which they were furnished.

                  2.2.4  Control.  Upon  Closing,  the KRISTAL GROUP shall own a
controlling interest of CHRYSALIS stock. KRISTAL GROUP will own 6,000,000 shares
and  1,500,000  options.  The  KRISTAL  GROUP will own no less than  fifty-three
percent (53%) of the outstanding stock of CHRYSALIS.

                  2.2.5 Reliance.  The foregoing  representations and warranties
are made by CHRYSALIS with the knowledge and  expectation  that KRISTAL GROUP is
placing reliance thereon.

                                   ARTICLE III
                              CONDITIONS PRECEDENT

         3.1 Conditions of Obligation of CHRYSALIS.  The obligation of CHRYSALIS
to  effect  the  purchase  is  subject  to the  satisfaction  of  the  following
condition:

                  3.1.1 Transfer  Agreement.  KRISTAL GROUP shall have executed,
and  delivered to CHRYSALIS,  a Transfer  Agreement by which KRISTAL GROUP shall
have irrevocably  assigned and transferred to CHRYSALIS any and all right, title


                                        5


<PAGE>



and  interest  they  may  hold or may have  held in the  CHRYSALIS  Intellectual
Property  and shall have  released  CHRYSALIS  from any and all claims  relating
thereto.

                  3.1.2 Employment  Agreements.  As a condition precedent to the
obligation of CHRYSALIS to perform hereunder,  each of the executive officers of
KRISTAL GROUP shall sign at the Closing employment agreements with KRISTAL GROUP
which shall contain  terms and  conditions  acceptable to CHRYSALIS,  including,
without limitation, acceptable non-competition agreements.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

         In addition to the foregoing, CHRYSALIS and KRISTAL GROUP each agree to
take the following actions after the execution of this Agreement.

         4.1  Expenses.  Whether  or not this  Agreement  is  closed,  except as
specifically  provided in this  Agreement,  all costs and  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.

         4.2 Additional Agreements.  In case at any time after the Closing Date,
any  further  action  is  reasonably  necessary  or  desirable  to carry out the
purposes of this  Agreement,  the proper  representatives  of each party to this
Agreement  shall  take  all  such  necessary  action,  e.g.,  in the case of any
documents required to effectuate the transfer of the Acquired Assets, or to make
any governmental filings.

         4.3 Taxes.  Any sales or use or similar  tax or levy  arising  from the
transactions  contemplated by this Agreement shall be the sole responsibility of
CHRYSALIS  and  CHRYSALIS  shall  indemnify  KRISTAL  GROUP from and against any
liability arising in connection therewith; provided, however, that KRISTAL GROUP
shall pay any and all state, local, provincial, United States or Canadian income
tax or excise taxes imposed on or assessed  against KRISTAL GROUP as a result of
this transaction,  and KRISTAL GROUP shall indemnify  CHRYSALIS from and against
any and all liability arising in connection therewith.

         4.4 Brokers and Finders.  KRISTAL GROUP will be responsible for and pay
any fees that may be owed to any broker  previously  retained  (or who claims to
have been retained) by KRISTAL GROUP, and shall hold CHRYSALIS harmless from any
liability  arising from such claim(s)  with the exception of Marvin  Belcher who
will receive 50,000 shares of Chrysalis from Chrysalis immediately following the
closing of this transaction.

                                        6


<PAGE>



         4.5   Documentation.   KRISTAL   GROUP  shall   provide  to   CHRYSALIS
documentation  containing all  specifications and design of any and all hardware
and the  source  code and the  object  code of the  KRISTAL  GROUP  Intellectual
Property, where appropriate.

                                    ARTICLE V
                                 INDEMNIFICATION

         5.1 Indemnification Relating to Agreement.

                  5.1.1. KRISTAL GROUP hereby agrees to defend,  indemnify,  and
hold  CHRYSALIS  harmless  from and  against,  and to reimburse  CHRYSALIS  with
respect  to,  any and  all  losses,  damages,  liabilities,  claims,  judgments,
settlements,   fines,   costs,   and  expenses   (including   attorneys'   fees)
("Indemnifiable  Amounts") of every nature  whatsoever  incurred by CHRYSALIS by
reason of or arising out of or in connection  with (i) any breach,  or any claim
(including  claims  by  parties  other  than  CHRYSALIS)  that  would,  if true,
constitute  a breach  by  KRISTAL  GROUP  of any  representation,  warranty,  or
covenant of KRISTAL  GROUP  contained  in this  Agreement  or in any  agreement,
certificate or other document  delivered to CHRYSALIS pursuant to the provisions
of this Agreement,  and (ii) the failure,  partial or total, of KRISTAL GROUP to
perform any agreement or covenant required by this Agreement.

                  5.1.2. CHRYSALIS agrees to defend, indemnify, and hold KRISTAL
GROUP harmless from and against, and to reimburse KRISTAL GROUP with respect to,
any and all Indemnifiable Amounts of every nature whatsoever incurred by KRISTAL
GROUP by reason of or arising out of or in  connection  with (i) any breach,  or
any claim (including  claims by parties other than KRISTAL GROUP) that would, if
true,  constitute  a breach by  CHRYSALIS of any  representation,  warranty,  or
covenant of CHRYSALIS  contained in this Agreement  (including,  but not limited
to,  CHRYSALIS's  obligations  with respect to the Assumed  Contracts) or in any
agreement,  certificate or other document delivered to KRISTAL GROUP pursuant to
the provisions of this  Agreement,  and (ii) the failure,  partial or total,  of
CHRYSALIS to perform any agreement or covenant required by this Agreement.

         5.2 Third Party  Claims.  For the purposes of this Section 5.2, a party
seeking  indemnification  pursuant  to Section  5.1 shall be  referred to as the
"Indemnified  Party"  and a party to whom  such  notice  is  addressed  shall be
referred to as the "Indemnitor."  With respect to any claims or demands by third
parties, whenever an Indemnified Party shall have received a written notice that
such a claim or demand has been asserted or threatened,  the  Indemnified  Party
shall notify the  Indemnitor of such claim or demand and of the facts within the
Indemnified Party's knowledge that relate thereto within a reasonable time after
receiving  such  written  notice.  The  Indemnitor  shall then have the right to
contest,  negotiate or settle any such claim or demand through  counsel of their
own selection,  satisfactory  to the  Indemnified  Party and solely at their own
cost, risk, and expense.  Notwithstanding the preceding sentence, the Indemnitor
shall not settle, compromise, or offer to settle or compromise any such claim or


                                        7


<PAGE>



demand without the prior written consent of an Indemnified  Party, which consent
shall not be unreasonably  withheld.  By way of illustration and not limitation,
it is  understood  that an  Indemnified  Party  may  object to a  settlement  or
compromise  which includes any provision  which in its  reasonable  judgment may
have an adverse  impact on or  establish an adverse  precedent  for the Business
Condition of an  Indemnified  Party or any of its  Subsidiaries.  An Indemnified
Party shall not have the right to object to a settlement  which consists  solely
of the payment of a monetary  damage  amount and which is fully  indemnified  by
KRISTAL GROUP. If the Indemnitor fails to given written notice to an Indemnified
Party of its  intention  to contest  or settle  any such claim or demand  within
twenty  (20)  calendar  days  after  the  Indemnified  Party  has  notified  the
Indemnitor  that any such claim or demand has been made in writing and  received
by the  Indemnified  Party, or if any such notice is given but any such claim or
demand is not promptly contested by the Indemnitor,  the Indemnified Party shall
have the right to satisfy  and  discharge  the same by payment,  compromise,  or
otherwise,  and  the  Indemnitor  shall  be  entirely  liable  therefor  to  the
Indemnified Party under this indemnity. The Indemnified Party may also, if it so
elects and entirely within its own  discretion,  defend any such claim or demand
if the Indemnitor  fails to give notice of their  intention to contest or settle
and such claim or demand,  in which  event the  Indemnitor  shall be required to
indemnify  the  Indemnified  Party  and its  affiliates  for any and all  costs,
losses,  liabilities,  and expenses  whatsoever,  including  without  limitation
attorneys' and other  professional fees, that the Indemnified party may sustain,
suffer,  incur,  or become  subject  to as a result of the  Indemnified  Party's
decision to defend any such claim or demand.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1 Entire Agreement.  Notwithstanding  anything to the contrary,  this
Agreement,  including the agreements,  exhibits and schedules delivered pursuant
to this  Agreement,  contain all of the terms and conditions  agreed upon by the
parties  relating to the subject  matter of this  Agreement and  supersedes  all
prior agreements, negotiations, correspondence, undertakings, and communications
of the parties, whether oral or written, respecting that subject matter.

         6.2 Governing Law. This Agreement shall be governed by and construed in
accordance  with the laws of the  State of New  York as  applied  to  agreements
entered into and entirely to be performed within that state.

         6.3 Notices.  All notices,  requests,  demands or other  communications
which are required or may be given pursuant to the terms of this Agreement shall
be in  writing  and shall be  deemed to have been duly  given (i) on the date of
delivery if personally delivered by hand, (ii) upon the third business day after
such notice is (a)  deposited in the United States mail, if mailed by registered
or certified mail, postage prepaid, return required, or (b) sent by a nationally
recognized  overnight  express  courier,  or (iii)  by  facsimile  upon  written
confirmation  (other than the automatic  confirmation  that is received from the
recipient's facsimile machine) of receipt by the recipient of such notice:

                                        8


<PAGE>



If to CHRYSALIS:                      Chrysalis Hotels & Resorts, Inc.
---------------                       10900 NE 8th Street
                                      Bellevue, Washington 98004
                                      Telephone No. (425) 688-3031
                                      Fax No. (425) 990-5979

With a copy to:                       John B. Lowy, P.C.
--------------                        John B. Lowy, President
                                      645 Fifth Avenue, 4th FL
                                      New York, NY 10022
                                      Telephone No. (212) 371-7799
                                      Fax No. (212) 371-8527

If to KRISTAL GROUP:                  KRISTAL GROUP
-------------------                   James Lucas
                                      21 El Cerrito Ave
                                      San Mateo, CA 94402
                                      Telephone No. (650) 343-4771
                                      Fax No. (650) 343-4779

With a copy to:                       Malcolm C. McLellan
--------------                        Davis Arneil Law Firm
                                      617 Washington Street
                                      Wenatchee, WA 98801
                                      Telephone No. 509.662.9074
                                      Fax No. 509.662.9074

         Such addresses may be changed,  from time to time, by means of a notice
given in the manner provided in this Section 6.3.

         6.4  Severability.  If any  provision  of this  Agreement is held to be
unenforceable  for any reason,  it shall be  modified  rather  than  voided,  if
possible, in order to achieve the intent of the parties to this Agreement to the
extent  possible.  In any event, all other provisions of this Agreement shall be
deemed valid and enforceable to the full extent.

         6.5 Survival of Representations and Warranties. All representations and
warranties  contained in this  Agreement,  including  the exhibits and schedules
delivered pursuant to this Agreement, shall survive the Closing Date.

         6.6 Assignment.  No party to this Agreement may assign, by operation of
law or otherwise, all or any portions of its rights, obligations, or liabilities
under this  Agreement  without the prior  written  consent of the other party to
this Agreement,  which consent may be withheld in the absolute discretion of the


                                        9


<PAGE>



party asked to grant such consent. Any attempted assignment in violation of this
Section  6.6  shall be  voidable  and  shall  entitle  the  other  party to this
Agreement to terminate this Agreement at its option.

         6.7  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts.  All such counterparts shall constitute a single document with the
same force and effect as if all Parties signing a counterpart had signed all the
other counterparts.

         6.8  Amendment.  This  Agreement  may  not  be  amended  except  by  an
instrument in writing signed on behalf of each of the parties hereto.

         6.9  Interpretation.  When a  reference  is made in this  Agreement  to
Sections,  Exhibits or Schedules,  such reference shall be to a Section, Exhibit
or Schedule to this Agreement unless otherwise  indicated.  The words "include,"
"includes," and  "including,"  when used therein shall be deemed in each case to
be  followed  by the  words  "without  limitation."  The table of  contents  and
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.

         6.10 No Third Party  Beneficiaries.  Nothing in this Agreement shall be
deemed to create in any  person not a  signatory  to this  Agreement  any rights
(including rights as a third party beneficiary) under this Agreement.

         IN WITNESS  WHEREOF,  CHRYSALIS  and KRISTAL  GROUP have  executed this
Agreement as of the date first written above.

                                           CHRYSALIS HOTELS & RESORTS CORP.


                                           By:   /s/ THOMAS MORIKAWA
                                              ----------------------
                                                Thomas Morikawa, Chairman

KRISTAL GROUP:


/s/  JAMES LUCAS                                 /s/  JAMES L. QUINN
----------------------------------               -------------------
James Lucas                                      James L. Quinn


 /s/  BARBARA BAKER QUINN                        /s/  HERBERT J. WALKER
----------------------------------               ----------------------
Barbara Baker Quinn                              Herbert J. Walker


/s/  PATRICIA A. WALKER                          /s/  GLENN KIMBALL
----------------------------------               ------------------
Patricia A. Walker                               Glenn Kimball

                                       10


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/s/  PAULETTE KIMBALL                            /s/  MAREK NICZYPOURK
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Paulette Kimball                                 Marek Niczypourk


/S/  ALVA D. CRAVENS                             /s/  KIRSTIN CRAVENS
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Alva D. Cravens                                  Kirstin Cravens














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