<PAGE>
 
                                                                    EXHIBIT 10.7


                        AMENDMENT TO PURCHASE AGREEMENT
                            AND ESCROW INSTRUCTIONS


Re:  Commonwealth Land Title Company
     275 W. Hospitality Lane
     San Bernardino, California 92408
     Escrow Number:  13782-005
     Escrow Officer:  Dee Fitzpatrick



     Myung Hee Lee, as "Seller" and Focal Corporation, a Utah Corporation, as 
"Buyer", (in place and stead of Palmer Development Company) do agree to modify 
and amend that certain Purchase Agreement and Escrow Instructions dated February
17, 1995 (the "Agreement") in the following respects only, namely:

     FIRST:  Reference is made to Section 3, entitled Deposit.  The Buyer and 
the Seller agree that said Section 3 shall be deleted in its entirety and the 
following substituted in its place and stead, to wit:

                                  "SECTION 3

                                    Deposit

     3.1  Deposit of Letter of Credit.  On or before June 30, 1995, but not 
          ---------------------------
earlier than the last date on which the Buyer and the Seller have executed and 
deposited in Escrow this Agreement and such Superseded Contract Escrow 
Instructions as may be required and prepared for execution by the parties, by 
the Escrow Holder, incorporating the provisions of this Agreement, Buyer shall 
deposit into Escrow a Letter of Credit in the amount of Twenty-Five Thousand 
Dollars ($25,000), in the form and in accordance with the terms of Exhibit "A-1"
attached hereto and made a part hereof by reference ("Letter of Credit").

     3.2  Return of Letter of Credit.  If any of the following events shall 
          --------------------------
occur, then Escrow Holder shall immediately return the Letter of Credit to Buyer
upon written demand made by Buyer and delivered to seller and Escrow Holder:

          a.  If the transaction contemplated by this Agreement does not close 
for any reason other than the default of Buyer.

                                       1
<PAGE>
 
               b.    If this transaction does close and if the Letter of Credit 
     has not been drawn upon, because the Buyer has deposited the entire down
     payment as required under Section 5.2 in Escrow.

               c.  Pursuant to the provisions of Section 4.1b., Buyer has 
     delivered to Seller and Escrow Holder a notice of termination of its
     obligations under this Agreement.

               d.  Buyer deposits the sum of Twenty-Five Thousand Dollars 
     ($25,000) in escrow.  

          3.3  Letter of Credit Draw.  The Letter of Credit may not be drawn
               ---------------------
     upon except only on the following conditions:  

               a.  The Buyer has consented in writing.  

               b.  In the event the Escrow is cancelled or does not close for 
     any reason other than the default of the Seller and the Buyer has not
     deposited the amount of any escrow cancellation costs required to be paid
     by Buyer within thirty (30) days, after which event the Letter of Credit
     may be drawn upon only for the amount of such escrow cancellation costs.

               In no event may the Letter of Credit be drawn upon prior to June 
     30, 1996, unless escrow closing is extended, in which event the Letter of
     Credit may not be drawn upon earlier than the extended escrow closing date,
     provided that if the escrow closes prior to June 30, 1996, the Letter of
     Credit may be drawn upon only with the consent of the Buyer."

     SECOND:   Reference is made to Subsection b. of Section 4.1 on page 5 of 
the Agreement.  Buyer and the Seller agree that said Subsection b. shall be 
deleted in its entirety and the following substituted in its place and stead, to
wit:

          "b.  On timely disapproval by Buyer of any of the above conditions or 
     failure of any of the above conditions to be satisfied within the time
     provided, Buyer may terminate its obligations under this Agreement by
     giving notice to Seller within the time allowed for each condition. In that
     case, instruct the Escrow to return Buyer's Letter of Credit to Buyer, as
     in paragraph 3.2. Failure of Buyer to elect to terminate its obligation
     shall constitute a waiver of the condition by Buyer. All of the
     contingencies set forth above in this Section 4.1 are for the benefit of
     Buyer and may be waived by Buyer at any time."

                                       2
<PAGE>
 
    THIRD:   Reference is made to Section 4.3, entitled "Seller's Cooperation",
                                                        ----------------------
as set forth on Page 5 of the Agreement.  By this reference the Buyer and the 
Seller agree that said Section 4.3 is hereby deleted in its entirety and the 
following is substituted in its place and stead, to wit:

        "4.3 Seller's Cooperation.   Seller shall cooperate with Buyer
             --------------------
    as reasonably required for satisfaction of the conditions, and Seller
    shall furnish information and sign documents and applications as may be
    required, for example, by government agencies, utility companies, and
    lenders, including without limitation, a subdivision or parcel map or
    maps, provided, that: (i) Buyer shall pay all costs of the work and
    applications; (ii) Seller shall not be required to incur any debt or
    cost or place any lien on the Property; and (iii) Seller shall not be
    required to take any actions which would materially detract from the
    value of the Property or create any permanent changes to the legal
    status of the Property if the closing is not consummated."


    FOURTH:  Reference is made to Section 5 entitled "Purchase Price" as set 
forth on Pages 6 and 7 of the Agreement.  By said reference, the Buyer and 
Seller agree that all of the provisions set forth on Page 6 and the Paragraph 
"b" on the top of Page 7 of the Agreement are hereby deleted in their entirety 
and the following is substituted in their place and stead, to-wit:

                                   SECTION 5

                                Purchase Price

    5.1  Amount.  The Purchase Price for the Property shall be $2,800,000, for
         ------
approximately 26.8 acres gross.  

    5.2  Payment.  The Purchase Price shall be paid at the close of Escrow as
         -------
follows:

         a.   $800,000 will be paid as a down payment.  Included in the down 
         payment will be the $25,000 deposit, paid through Escrow at the
         conclusion of all of the conditions and the recording of the Grant Deed
         in favor of Focal Corporation, or assign. In addition, a Promissory
         Note for $2,000,000 will be executed in favor of the Seller, payable
         with interest at the rate of nine percent (9%) per annum, payable
         quarterly, commencing ninety (90) days from the close of Escrow, and
         the principal payable on or before five (5) years from the close of
         Escrow. Attached hereto marked Exhibits "1" and "2" are true copies of
         the Promissory Note and Deed of Trust. By execution of this Agreement,
         the parties hereto do approve of the form and content of said
         Promissory Note and Deed of Trust, the

                                       3
<PAGE>
 
          provisions of which are incorporated herein by this reference as
          though set forth in full hereat. The parties hereto do authorize and
          direct the escrow officer to complete the appropriate blanks for the
          date of each instument to coincide with the date of the close of
          escrow and to insert in the Promissory Note the appropriate date for
          the first quarterly interest payment to be made in accordance with the
          provisions of said Note. Excluded from the Deed of Trust attached as
          Exhibit "2" is the legal description on Exhibit "3" (which Exhibit
          describes the entire 26.8 acres of real property subject to this
          escrow) which will be encumbered by the lien of said Deed of Trust as
          security for the Promissory Note in the amount of $2,000,000.

     5.3  Security and Scope of Security. The above Note shall be secured by a 
          ------------------------------
first deed of trust executed by Buyer, or its assigns, as Trustor in favor of
Seller as Beneficiary, encumbering a portion, but not all of the property
described in the Grant Deed recorded in favor or Buyer or its assigns. That
portion of the aggregate 26.8 acres gross, referenced in Section 5.1 above, to
be excluded from the property to be encumbered by the deed of trust securing the
$2,000,000 Promissory Note, in consideration for the payment of the down payment
in the amount of $800,000, shall be determined hereafter and written notice of
said determination shall be given to the escrow holder and to the Seller not
less than fifteen (15) days prior to the closing date.

          a.   Property To Be Excluded From Encumbrance Under Deed of Trust:
               ------------------------------------------------------------

               The Buyer has represented to the Seller that, prior to or 
          concurrently with the close of escrow, all or portions of the
          aggregate 26.8 acres gross will be legally divided by one or more
          parcel maps into multiple parcels containing full and fractional acres
          in such sizes and configurations as the Buyer shall hereafter
          determine to effect the Buyer's best utlization of the aggregate
          property. Upon close of escrow and in consideration of the payment to
          Seller of the down payment in the amount of $800,000, the Buyer shall
          be entitled to receive, free and clear of the lien of the above-
          referened deed of trust, one or more of said parcels, as the same are
          selected and designated in the above written notice, containing not
          more than 6.4 acres of the original aggregate 26.8 acres gross. The
          agreed amount per share for said 6.4 acres is in the sum of $125,000
          per acre.

                                       4
<PAGE>
 
    b.    Additional Acreage To Be Excluded From Encumbrance Under Deed Of 
          ----------------------------------------------------------------
          Trust.
          -----

          In the event Buyer desires to acquire parcels comprised of more than 
    6.4 acres of the aggregate 26.8 acres gross, free of the lien and
    encumbrance of the Deed of Trust, Buyer shall be required to deposit in
    escrow, prior to close of escrow, an additional amount to be applied to the
    Purchase Price based on the rate of $125,000 per acre for each acre or
    fraction of an acre to be added to the original 6.4 acres to be excluded in
    consideration of the original down payment of $800,000. Such additional
    amount constituting the adjusted down payment shall reduce the face amount
    of the $2,000,000 Promissory Note in a like amount.

    c.    Exclusion Of Less Than 6.4 Acres Under Deed of Trust.
          ----------------------------------------------------

          In the event the legal parcel or parcels designated in writing by 
    Buyer prior to close of escrow should comprise less than 6.4 acres, the
    Buyer shall nonetheless deposit as the down payment the balance of the down
    payment provided in Section 5.2 as above. To the extent that said down
    payment constitutes an overpayment, based on an acreage valuation at the
    rate of $125,000 per acre, the Buyer shall be entitled to a credit in a like
    amount of said overpayment against the next payment to be made by Buyer to
    Seller in reduction of principal due under the Promissory Note to effect the
    further release of the remaining acreage, in the form of legal parcels from
    the lien and encumbrance of the Deed of Trust securing the balance of the
    purchase price in the amount of $2,000,000.

    NOTE:    (i)  As to Subsection 5.3b above, upon close of escrow, the escrow 
             officer is authorized and directed to revise and redraft the
             Promissory Note, as to the principal amount thereof only, to
             reflect the adjusted principal balance of the purchase price by
             deducting the total increased down payment tendered by Buyer for
             the additional acres, or fractions thereof and to revise and
             redraft the Deed of Trust, to effect the exclusion of more than 6.4
             acres from the legal description to be attached to the Deed of
             Trust. All other terms and provisions of said Promissory Note and
             Deed of Trust shall remain the same as depicted on Exhibits "1" and
             "2" hereto.
                                       5
<PAGE>
 
                   (ii) As to Subsection 5.3c above, upon close of escrow, the
                   escrow officer is authorized and directed to furnish to buyer
                   and Seller a written statement setting forth the amount of
                   the overpayment that shall constitute a credit against the
                   release price for the remaining acreage contained within the
                   legal description to be attached to the Deed of Trust in the
                   event more than 20.4 acres are included within the parcels
                   comprising said legal description.

                   (iii) Whenever the term "Buyer" is used herein, it is deemed
                   to include the assignee of Buyer.

     5.4  Partial Release Provision.  The Deed of Trust shall contain the 
          -------------------------
following provision regardless of the original principal amount of the
Promissory Note secured by said Deed of Trust, to-wit:

              "So long as Trustor shall not be in default concerning any of the
          covenants contained in this Deed of Trust, or with respect to payments
          due on the Note secured hereby, partial reconveyance may be had and
          will be given from the lien or charge hereof of any one or more acres,
          or fractions of an acre, of the real property described herein as
          total separate legal parcels upon payment of amounts to be applied on
          the principal of the Note, for each acre or fraction of an acre so
          reconveyed, to be determined by dividing the total original amount of
          the Note by the total number of acres or fractions thereof,
          constituting such legal parcel or parcels, contained within the
          described property and then by multiplying the quotient so obtained by
          120%. The product so obtained shall constitute the Release Price for
          each acre or fraction of any acre to be reconveyed as the same are
          contained within the legal parcel or parcels to be released hereafter
          from the lien and encumbrance of this Deed of Trust. In no event shall
          the monies paid to Beneficiary by Trustor for the last release and
          reconveyance of the Property last remaining subject to the lien of
          this Purchase Money Deed of Trust be more than the unpaid principal
          balance of the Purchase Money Note, plus all accrued and unpaid
          interest owing thereunder. Trustor agrees to provide satisfactory
          evidence to Beneficiary that any request for partial reconveyance
          requested pursuant to this provision shall not violate any State laws
          or City/County ordinances relating to lot split, parcel map or tract
          map requirements. Any costs related to same shall be the sole expense
          of the Trustor."

                                       6
<PAGE>
 
     5.5 Late Payment Provision. The Promissory Note shall contain the following
         ----------------------
provision, to wit:

              "The Maker acknowledges that late payment to Payee will cause
         Payee to incur costs not contemplated by this indebtedness, the exact
         amount of such costs being difficult and impracticable to assess. Such
         costs include, without limitation, processing and accounting charges.
         Therefore, if any installment is not received by Payee or holder of
         this Note when due, Maker shall pay to Payee an additional sum of Ten
         Percent (10%) of the overdue amount as a late charge. Said late charge
         shall be assessed on the fifteenth (15th) day following the date said
         payment was due if payment has not been delivered by said date, or
         mailed with a postmark not later than fifteen (15) days following the
         due date of each said payment. The parties agree that this late charge
         represents a fair and reasonable estimate of costs the Payee will incur
         by reason of late payment. Acceptance of any late charge shall not
         constitute a waiver of the default with respect to the overdue payment
         and shall not prevent Payee from exercising any of the rights and
         remedies available to Payee. Should any Late Payment Penalty accrue,
         the amount of same shall be added to and tendered with the next
         succeeding payment. Non-payment of any accrued and unpaid Late Payment
         Penalty charges shall constitute a default under this Note. Payee's
         acceptance of any payment which does not include such charge does not
         constitute a waiver of same."

     FIFTH:    Escrow Closing
               --------------

      Reference is made to Section 9.3, entitled "Escrow Closing", and to the 
second paragraph thereof, entitled "Escrow Closing Date," on page 12 of the 
                                    -------------------- 
Agreement, beginning with the words "Except as otherwise provided" and ending 
with the words "... property to Buyer."  By this reference the Buyer and Seller 
agree that said second paragraph only of Section 9.3 is deleted in its entirety 
and the following is substituted in its place and stead, to wit:

              "Escrow Closing Date.  Except as otherwise provided in this
               -------------------
         Section, Escrow shall close, or be deemed automatically canceled,
         without the need for further escrow cancellation instructions, on that
         date which is thirty (30) days following the Buyer's approval or
         waiver, as the case may be, of those conditions precedent to the
         Buyer's obligation to purchase as more particularly set forth and
         described above in Section 4.1a, Subsections (i) through (xi),
         inclusive, but in no

                                       7
<PAGE>
 
          event later than 365 days from the date Seller and Buyer have executed
          and deposited in Escrow an executed counterpart of this Agreement and
          such Superseded Contract Escrow Instructions as may be required and
          prepared for execution by the parties by the Escrow Holder,
          incorporating the provisions of the Agreement, as hereby amended. The
          Escrow Holder shall be obligated to provide the parties with written
          notice as to the date of opening of Escrow, which shall be the date
          the Agreement, as hereby amended, and such Superseded Contract Escrow
          Instructions are signed and deposited in Escrow by Seller and Buyer,
          but not later than June 30, 1995. If Buyer has not executed and
          deposited comparable counterparts of the Agreement, as hereby amended,
          and such Superseded Contract Escrow Instructions with the Escrow
          Holder, together with Buyer's deposit as required by Section 3.1
          above, by June 30, 1995, then and in that event at Seller's option
          this Agreement shall have no force or effect, and Seller shall be
          released and discharged from any further duty to sell the subject
          property to Buyer."

     SIXTH:   Assignment.

          Reference is made to Section 10.7, entitled "Assignment", as set forth
on Page 15 of the Agreement. By said reference, the Buyer and the Seller agree
that said Section 10.7 is hereby deleted in its entirety and the following is
substituted in its place and stead, to wit:

          "10.7 Assignment. The Buyer may assign all or any part of its rights
in this Purchase Agreement to a joint venture, partnership (general or limited)
corporation or any other entity in which an interest is owned by Focal
Corporation or Howard M. Palmer or by any entity in which Focal Corporation or
Howard M. Palmer has an interest, without the consent of the Seller and without
supplying the materials referred to in subparagraph (6) below. All other
transfers shall be subject to the Seller's approval, which shall not be
unreasonably withheld. However, no assignment shall be effective until the
assignee assumes the obligation in writing and a signed copy is delivered to the
Seller. An assignor shall not remain obligated after such assignment is made. As
a condition to the foregoing assignment of such rights under this Agreement,
Buyer, as assignor, shall first provide to Seller the following information
concerning the proposed assignee, namely: (1) his, her or its name and address
in California and elsewhere; (2) if the assignee is a corporation, the state of

                                       8

<PAGE>
 
     incorporation, a Certificate of Good Standing from the state of
     incorporation, the names and addresses and qualifications of its officers
     and directors, its most recent financial statement and a copy of its most
     recent federal tax return; (3) if the assignee is a foreign corporation,
     evidence that it is qualified to do business in California; (4) if the
     assignee is a General Partnership, a Statement of Partnership; (5) if the
     assignee is a Limited Partnership, a copy of the filed LP-1, Statement 
     of Limited Partnership; and (6) any other materials reasonably requested 
     by Seller that demonstrate that the financial and other qualifications of
     the assignee are substantially equivalent to those of Buyer.

     Except as above provided by deletion and substitution, the parties do 
hereby reaffirm the remaining provisions of the Agreement dated February 17, 
1995.

     Executed in counterparts, to be delivered forthwith to escrow, on the dates
and at the places set forth below.


BUYER                                     SELLER

FOCAL CORPORATION                          /s/ Myung Hee Lee
A Utah Corporation                        ---------------------------------
                                          Myung Hee Lee
By: /s/ Howard M. Palmer
   ------------------------------         Executed on this 26th day of
   Howard M. Palmer, President                             ----
                                          June, 1995 at Orange County,
                                                        --------------
Executed on this 20 day of                California.
                 ---                      -----------

June, 1995 at Orange County, 
              --------------
California.
-----------                                       

                                       9
<PAGE>
 
     THESE INSTRUCTIONS SUPERCEDE AND RENDER NULL AND VOID THOSE PREVIOUS
     INSTRUCTIONS DATED FEBRUARY 24, 1995

                              ESCROW INSTRUCTIONS

THIS DOCUMENT WILL AFFECT YOUR LEGAL RIGHTS-READ IT CAREFULLY!

TO:  COMMONWEALTH LAND TITLE COMPANY            Escrow No.     : 13782.005
     275 W. Hospitality Lane No. 200            Date           : 06/27/95
     San Bernardino, CA  92408                  Page No.       : 1
     (909) 888-7541                             Escrow Officer : Dee Lopez

THE ESCROW HOLDER IS COMMONWEALTH LAND TITLE COMPANY WHICH IS LICENSED BY THE 
CALIFORNIA DEPARTMENT OF INSURANCE.

-------------------------------------------------------------------------------
1.  The Purchase Agreement and Escrow Instructions (Agreement) dated February 
17, 1995 and Amendment to Purchase Agreement and Escrow Instructions executed by
and between Myung Hee Lee, as Seller, and Focal Corporation, a Utah Corporation,
as Buyer is the complete Agreement between the parties, and is to be construed 
as your escrow instructions.  You, as Escrow Holder, are instructed to act in 
accordance with the terms and conditions of said Agreement insofar as is 
required to close this escrow.  The undersigned, as principals to said Agreement
hereby agree as a condition of your acceptance of the limited agency as Escrow 
Holder, to the general provisions of your company contained in these 
instructions.  

2.  The following items of said Agreement are hereby clarified as follows:

         A.  The legal description of the subject property is as per Exhibit "A"
         attached hereto and made a part hereof and substitutes for Exhibit 3 of
         the Agreement.

         B.  Escrow Holder shall not be concerned with the payment of any sales 
         tax.

         C.  Escrow Holder shall prorate only real property taxes and interest 
         on assessments if any, that continue to encumber the property.  

         D.  Exhibit "B" attached hereto and made a part hereof substitutes for 
         Exhibit 4 of the Agreement.

3.  The parties hereto fully understand the total responsibility and agency 
authority of Escrow Holder is limited to those actions requiring the performance
and compliance by the principals that are identified as conditions precedent to 
the recording of the documents and delivery of the instruments to the respective
parties entitled thereto, and the disbursement of funds in escrow as a 
consequence of said closing.  The parties thereto, by execution of these 
instructions acknowledge that escrow holder assumes no responsibility or 
liability for the supervision of any act or the performance of any condition 
which is a condition subsequent to the closing of this transaction.  

4.  Any provisions of said Agreement notwithstanding, Escrow Holder shall have 
the right and authority to withhold any action and require the written consent 
of all necessary parties, if, in the judgment of Escrow Holder, such action 
calls or appears to require the use of discretionary judgment by the Escrow 
Holder or is not within the ordinary scope of escrow holder's activity.  

5.  Any instructions that may be contained in said Agreement providing for the 
payment of funds that are on deposit with escrow holder prior to close of escrow
is a specific instruction to escrow holder to pay same in accordance with the 
terms thereof and is without liability or recourse upon Escrow Holder for the 
return of said funds regardless of the outcome of this transaction.  

6.  The parties hereto are hereby notified that pursuant to Chapter 598, 
California Statutes of 1989 (AB512); Ins. Code Sec. 2413.1) effective January 1,
1990, all funds deposited in this escrow must be available for withdrawal from 
Escrow Holder's trust account prior to the disbursement of said funds through 
this escrow.  Only funds deposited by electronic transfer "wired funds" will be 
immediately available for disbursement upon confirmation of deposit.  Funds 
deposited in the form of cashier's checks, teller checks, or certified funds 
will be available for disbursement one business day after deposit.  Funds 
deposited in any other form, including personal, corporate, partnership and 
mortgage or loan broker checks and drafts may cause material delays in

<PAGE>
 
                                                      Escrow No.     : 13782.005
                                                      Date           : 06/27/95
                                                      Page No.       : 2
                                                      Escrow Officer : Dee Lopez


the disbursement of funds through this escrow.  To avoid delays it is 
recommended that all funds be deposited by wire transfer or cashier's check.

          Seller's Initials MHL                  Buyer's Initials HMP
                            ---                                   ---

7.   In the event Buyer or Seller utilize "facsimile" transmitted signed 
documents (by panafax, telefax, etc.,) Buyer and Seller hereby agree to accept, 
and instruct the Escrow Holder to rely upon, such documents as if they bore 
original signatures.  Buyer and Seller hereby acknowledge and agree to provide 
to the Escrow Holder, within 72 hours of transmission or prior to the close of 
escrow, whichever occurs first, such documents bearing the original signatures. 
Buyer and Seller further acknowledge and agree that documents necessary for 
recording with non-original (facsimile) signatures will not be accepted for 
recording by the County Recorder, thus delaying the close of escrow.

8.   The obtaining of or assignment of insurance, if applicable, shall not be 
handled through this escrow.  Escrow Holder is hereby relieved of all liability 
and/or responsibility in connection with the closing of this escrow without 
benefit of evidence of insurance coverage.

9.   Parties to this transaction are aware and understand that as a result of 
the passage of the Tax Reform Act of 1986 which added Section 6045(e) to the 
Internal Revenue Code, the seller(s) in this transaction are to deposit, prior
to close of escrow, certain information including all sellers' name(s) and tax
identification numbers. Escrow Holder will forward information as required by
above Internal Revenue Code Section on forms as prescribed therein.

10.  If preliminary change of ownership report is not completed and accepted by 
the County Recorder at the time of recording, Escrow Holder is instructed to 
charge buyer's account the initial penalty of $20.00 to be paid directly to the 
County.  Buyer is aware that a follow-up request for such form will be sent by 
the County, AFTER CLOSE OF ESCROW, and that additional penalties will be 
assessed by the County if the form is not filed.  Escrow Holder is held harmless
in this matter.

11.  Seller is aware based on Section 483 and 1271-1275 of the Internal Revenue 
Code, in the event the interest rate of financing is too low or none charged, a 
portion of the principal due on the financing is converted into interest for tax
purposes which is termed "imputed interest".  Seller further acknowledges that 
Commonwealth Land Title Company has made no representations whatsoever and that 
they have advised us to seek counsel by our attorney, accountant and/or other 
competent person(s) of our choice and do agree that Commonwealth Land Title 
Company shall be held harmless of any liability in connection with same.

<PAGE>
 
                                  EXHIBIT "A"
                                  -----------



PARCEL NO. 1:

THE SOUTH 336 FEET OF THE NORTH 1,027 FEET, AS MEASURED ALONG THE EASTERLY LINE 
OF THAT PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 28, TOWNSHIP 9 NORTH, 
RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA, ACCORDING TO THE DEPENDENT RESURVEY AND SUBDIVISION OF 
SECTIONS ON FILE IN THE UNITED STATES DEPARTMENT OF INTERIOR, BUREAU OF LAND 
MANAGEMENT, DATED MARCH 28, 1933, LYING EASTERLY OF THE LAND CONVEYED TO THE 
STATE OF CALIFORNIA FOR FREEWAY PURPOSES, BY DEED RECORDED NOVEMBER 5, 1956, IN 
BOOK 4080, PAGE 8, OFFICIAL RECORDS.  


PARCEL NO. 2:

THAT PORTION OF THE SOUTHEAST ONE-QUARTER OF SECTION 28, IN THE COUNTY OF SAN 
BERNARDINO, STATE OF CALIFORNIA, TOWNSHIP 9 NORTH, RANGE 2 WEST, SAN BERNARDINO 
BASE AND MERIDIAN, ACCORDING TO THE DEPENDENT RESURVEY AND SUBDIVISION OF 
SECTIONS ON FILE IN THE UNITED STATES DEPARTMENT OF INTERIOR, BUREAU OF LAND 
MANAGEMENT, DATED MARCH 28, 1933, LYING EASTERLY OF THE LAND CONVEYED TO THE 
STATE OF CALIFORNIA FOR FREEWAY PURPOSES, BY DEED RECORDED NOVEMBER 5, 1956, IN 
BOOK 4080, PAGE 8, OFFICIAL RECORDS.  

EXCEPTING THEREFROM THE NORTH 1,027 FEET THEREOF, AS MEASURED ALONG THE EASTERLY
LINE.  

ALSO EXCEPTING THEREFROM THE SOUTH 1,320 FEET THEREOF, AS MEASURED ALONG THE 
EASTERLY LINE.
<PAGE>
 
                                                       Escrow No.    :13782.005
                                                       Date          :06/27/95
                                                       Page          :6
                                                       Escrow Officer:Dee Lopez

I agree to pay:  Per Agreement

BUYER(S) SIGNATURE(S):

Focal Corporation

a Utah Corporation

BY______________________________

its_____________________________

Mailing: Focal Corporation, P. O. Box 3940, Anaheim, CA 92803

The foregoing terms, conditions and instructions are hereby concurred in,
approved and accepted. I will hand you all instruments and money necessary of me
to enable you to comply therewith, which you are authorized to use and/or
deliver when you hold in this escrow for my account the funds, prorata
adjustments and instruments deliverable to me under these instructions. Indicate
on deed required documentary transfer tax and charge my account therefor.

I agree to pay:   Per Agreement



SELLER(S)  SIGNATURE(S):

/s/ Myung Hee Lee
---------------------------
Myung Hee Lee




Mailing: Myung Hee Lee, c/o Sue Kint, 5522 Lockhaven Dr., Buena Park, CA 90621

<PAGE>
 
                                  EXHIBIT "B"




                      CERTIFICATION OF NONFOREIGN STATUS
                      ----------------------------------
                                 (Individual)


                                                        Escrow File No.:________


  Section 1445 of the Internal Revenue Code provides that a transferee (buyer)
of a U.S. real property interest must withhold tax if the transferor (seller) 
is a foreign person. To inform the transferee (buyer) that withholding of tax is
not required upon my disposition of a U.S. real property interest, I, 
Myung Hee Lee, hereby certify the following:
-------------
  1.  I am not a nonresident alien for purposes of U.S. income taxation
  2.  My U.S. taxpayer identifying number is        ###-##-####      ; and
                                             ------------------------
                                             (Social Security Number)
  3.  My home address is
           8234 St. Andrew's Place, P. O. Box 9805
      ------------------------------------------------------------------------
           Rancho Santa Fe, Calif. 92067
      ------------------------------------------------------------------------

  I understand that this certification may be disclosed to the Internal Revenue 
Service by the transferee and that any false statement I have made here could be
punished by fine, imprisonment, or both.  

  Under penalties of perjury I declare that I have examined this certification 
and to the best of my knowledge and belief it is true, correct, and complete.  

                                   Date:    June 29, 1995
                                         -------------------------------------

                                            /s/ Myung Hee Lee
                                         -------------------------------------
                                         (Signature of Seller)


                                         -------------------------------------
                                         (Signature of Seller)

<PAGE>
 
                                                Escrow No.      :  13782.005
                                                Date            :  06/27/95
                                                Page            :  3
                                                Escrow Officer  :  Dee Lopez

GENERAL PROVISIONS
------------------

1.   All prorations and adjustments called for in this escrow are to be made on
     the basis of a 30 day month unless otherwise instructed in writing. You are
     not responsible for any payment, adjustment or proration of Homeowners
     Association (or similar) charge, fee or unrecorded lien unless set forth in
     the escrow instructions.

2.   The phrase "close of escrow" (or COE or CE) as used in this escrow means
     the date on which documents are recorded, unless otherwise specified.

3.   Recordation of any instruments delivered through this escrow, if necessary
     or proper for the issuance of the policy of title insurance called for, is
     authorized.

4.   You are authorized and instructed to furnish a copy of these instructions,
     any amendments thereto and/or final closing statement to the Real Estate
     Broker representing any of the parties in this transaction, also to any
     lender holding or contemplating a loan against the subject property. You
     are not required to submit any title report issued in connection with this
     escrow to any party or agent unless directed to do so by written mutual
     instructions. You may, however, do so without incurring liability to any
     party for such submission. You are hereby authorized to submit such reports
     to any proposed lender.

5.   All funds received in this escrow shall be deposited with other escrow
     funds in a general escrow account or accounts of Commonwealth Land Title
     Company, with any state or national bank, and may be transferred to any
     other such general escrow account or accounts. All disbursements shall be
     made by check of Commonwealth Land Title Company. Commonwealth Land Title
     Company shall not be responsible for any delay in closing if funds received
     by escrow are not available for immediate withdrawal. Said bank account(s)
     may or may not be insured by the Federal Deposit Insurance Corporation and
     all risk of loss shall accrue to the principals.

6.   These instructions shall become effective as an escrow only upon receipt
     thereof by Escrow Holder as signed by all parties thereto and acceptance by
     Escrow Holder. Neither a Real Estate Deposit Receipt nor any other
     agreement between the principals shall constitute Escrow Instructions,
     except as otherwise provided herein.

7.   You shall not be responsible or liable in any manner whatsoever for the
     sufficiency or correctness as to form, manner of execution or validity of
     any documents deposited in escrow, nor as to the identity, authority or
     rights of any person executing the same, either as to documents of record
     or those handled in this escrow. Your duties hereunder shall be limited to
     the safekeeping of such money and documents received by you as escrow
     holder, and for the disposition of the same in accordance with the written
     instructions accepted by you in this escrow. You shall not be liable for
     any of your acts or omissions done in good faith, nor for any claims,
     demands, losses or damages made, claimed or suffered by any party to this
     escrow, excepting such as may arise through or be cause by your
     willful(neglect) or(gross) misconduct. You shall not be required to take
     any action in connection with the collection, maturity or apparent outlaw
     of any obligations deposited in this escrow, unless otherwise instructed.

8.   You are to be concerned only with the directives specifically set forth in
     the escrow instructions and amendments thereto, except as otherwise
     provided herein and are not to be concerned or liable for items designated
     as "memoranda" in the within escrow instructions nor with any other
     agreement or contract between the parties except as otherwise provided
     herein. Notwithstanding that provisions of the Real Estate Deposit Receipt
     or any other agreement may be a part of these Escrow Instructions, said
     provisions shall not be applicable to Escrow Holder, except as otherwise
     provided herein. Any amendments of or supplements to any instructions
     affecting this escrow must be in writing. Signatures on any documents and
     instructions pertaining to this escrow indicate the signer's unconditional
     approval thereof.




<PAGE>
 
                                                Escrow No.          :  13782.005
                                                Date                :  06/27/95
                                                Page                :  4
                                                Escrow Officer      :  Dee Lopez

9.   You are not to be concerned with any questions of usury in any loan or
     encumbrance involved in the processing of this escrow and you are hereby
     released from any responsibility or liability therefor.

10.  If there is no written activity by a principal delivered to this escrow
     within any six-month period after the time limit date as set forth in the
     escrow instructions or written extension thereof, your agency obligation
     shall terminate at your option and all documents, monies or other items
     held by you shall be returned to the respective parties depositing same,
     less fees and charges herein provided.

11.  Upon receipt of any conflicting or unilateral instructions, other than
     cancellation instructions described in paragraph 16 below, you are no
     longer obligated to take any further action in connection with this escrow
     until further concurring instructions are received from the principals to
     this escrow.

12.  In the event of failure to pay fees or expenses due you hereunder on demand
     I agree to pay a reasonable fee for any attorney's services which may be
     required to collect such fees or expenses.

13.  The parties hereto acknowledge that they have been advised that title
     companies and Escrow Holders are not authorized to give legal advice and
     that if they desire legal advice they should consult an attorney.

14.  Any funds abandoned or remaining unclaimed, after good faith efforts have
     been made by the escrow holder to return same to the party(ies) entitled
     thereto, shall be assessed a custodian fee of $25.00 per month. After three
     years the amount thereafter remaining unclaimed may escheat to the State of
     California.

15.  You shall have no responsibility of notifying me or any of the parties to
     this escrow of any sale, resale, loan, exchange or other transaction
     involving any property herein described or of any profit realized by any
     person, firm or corporation in connection therewith, regardless of the fact
     that such transaction(s) may be handled by you in this escrow or in another
     escrow.

16.  If a demand to cancel is submitted after the time limit date, any principal
     so requesting you to cancel this escrow shall file notice of demand to
     cancel in your office in writing. You shall within five (5) working days
     thereafter mail by certified mail one copy of such notice to each of the
     other principals at the addresses stated in this escrow. Unless written
     objection thereto is filed in your office by a principal within fifteen
     (15) calendar days after date of such mailing, you are authorized to cancel
     this escrow. If written objection is filed with you, you are authorized to
     hold all money and documents in this escrow and take no further action
     until otherwise directed, either by the principals mutual written
     instructions or by final order of a court of competent jurisdiction. If
     this is a sale escrow, you may return lender's papers and/or funds upon
     lender's demand. This provision does not apply to the return of the letter
     of credit, Escrow Holder shall return the letter of credit as provided for
     in Amendment to Purchase Agreement and Escrow Instructions by and between 
     Seller and Buyer herein.

17.  In the event of cancellation of this escrow, the fees and charges due
     Commonwealth Land Title Company including expenditures incurred or
     authorized shall be borne by the parties hereto unless otherwise
     specifically agreed to or determined by a court of competent jurisdiction.

18.  In the event of cancellation of this escrow, you are authorized to demand
     payment of your charges and, on payment thereof, return documents and
     monies to the respective parties depositing same or for whose benefit an
     unconditional deposit was made; and to void executed instruments.

19.  The principals hereto understand and acknowledge that you, as escrow
     holder, have the absolute right at your election to file an action in
     interpleader in a court of competent jurisdiction requiring the principals
     to answer and litigate their several claims and rights among themselves and
     you are authorized to deposit with the clerk of the court all documents and
     funds held in this escrow. In the event such action is filed, the
     principals jointly and severally agree to pay your cancellation charges and
     costs, expenses, reasonable attorney's fees which you are required to
     expend or incur in such interpleader action, the amount thereof to be fixed
     and judgment to be rendered by the court. Upon the filing of such action,
     you shall thereupon be fully released and discharged from all obligations
     to further perform any duties or obligations otherwise imposed by the terms
     of this escrow.







<PAGE>
 
                                                  Escrow No.     : 13782.005
                                                  Date           : 06/27/95
                                                  Page No.       : 5
                                                  Escrow Officer : Dee Lopez

20.  You are authorized to destroy or otherwise dispose of any and all 
     documents, papers, instructions, correspondence and other material
     pertaining to this escrow or cancellation thereof, without liability and
     without further notice to parties to the transaction after close of escrow
     or cancellation in accordance with Escrow Holder's usual and customary
     practice.

21.  A controversy between Escrow Holder and the principals arising out of any 
     escrow involving less than $25,000.00 may be arbitrated at the option of
     either the Escrow Holder or the principals, pursuant to the Rules of the
     American Arbitration Association in effect on the date of the demand for
     arbitration, or at the option of the principals, the Rules in effect at the
     date escrow is closed. Arbitration shall be binding upon Escrow Holder and
     the principals. The arbitration award may include attorney's fees to the
     prevailing party, and judgment upon the award rendered by the arbitrator(s)
     may be entered in any court having jurisdiction thereof.

Time is of the essence of these instructions.  If this escrow is not in a 
condition to close by the TIME LIMIT DATE provided herein and written demand for
cancellation is received by you from any principal to this escrow after said 
date, you shall act in accordance with Paragraph 16 of said General Provisions. 
In the event one or more of the above General Provisions is held to be invalid 
in judicial proceedings, the remaining respective General Provisions will 
continue to be operative.  Principals will hand you any funds and instructions 
required from each respectively to complete this escrow.

If no demand for cancellation is made, you will proceed to close this escrow 
when the principals have complied with the escrow instructions.  These 
instructions may be executed in counterparts, each of which shall be deemed an 
original regardless of date of execution or deliver, and together shall 
constitute one and the same documents.  If these instructions relate to sale, 
buyer agrees to buy and seller agrees to sell upon the terms and conditions 
hereof.  All documents, balances and statements due the undersigned are to be 
mailed to the respective addresses shown herein, unless otherwise directed. In
these instructions, whenever the context so requires, the masculine gender
includes the feminine and/or neuter, and the singular number includes the
plural.

If any check submitted to escrow is dishonored upon presentment for payment, you
are authorized to notify all principals and/or their respective agents of such 
nonpayment.

ALL OF THE TERMS, CONDITIONS AND PROVISIONS AS SET FORTH HEREINABOVE ARE 
APPROVED, ACCEPTED AND CONCURRED IN BY THE PARTIES WHOSE SIGNATURES APPEAR 
HEREIN.