<PAGE>
 
                                                                    EXHIBIT 10.6

FOCAL CORPORATION
518 Dwyer Drive, Anaheim, California 92801
Mailing Address: Post Office Box 3940, Anaheim, California 92803
Telephone: (714) 635-8821 * FAX: (714) 635-8156

June 18, 1996

First American Title Insurance Company
2525 East Camelback Road, Suite 250
Phoenix, Arizona 85016

Attention:     Ms. Pamela Swoboda
---------

Reference:     Escrow File Number: 226-100-618907 
---------- 
               Purchase-Sale, Mesa Commons Shopping Center
               Mesa, Arizona
               Gilbert Arizona Development Corporation, Seller
               Focal Corporation, Buyer

Dear Ms. Swoboda:

Please consider the below Purchase Agreement and Escrow Instructions to
supersede all other documents pertaining to the above escrow.

      1.   Purchase Price. The purchase price has been adjusted and
           --------------
           will be at a figure of $9,700,000.

          The purchase price would be paid as follows:

          (a)  Assignment of a commercial loan from ALI, Inc. by Fleet Real
               Estate Capital Inc. d/b/a Fleet Management and Recovery Company
               ("Fleet Management and Recovery Company"), in the amount of
               $7,100,000, said loan number 3170019933, obligation number 42
               (see attached letter, May 3, 1996). The transfer fee of Fleet
               Management and Recovery Company's loan from Gilbert Arizona to
               Focal Corporation will be paid through escrow by Focal
               Corporation in the amount of $71,000 from Buyer's escrowed funds.
               This fee is not to be released to Fleet until the title has
               passed to Focal Corporation and the loan has been signed and
               recorded in Focal Corporation's ownership.

          (b)  There will be a $400,000 Second Trust Deed carried by the Seller
               encumbering the Property and a subordinated lien to the First
               Trust Deed above. The Second Trust Deed loan in favor of Gilbert
               Arizona will be for two years from the date of the

                                       1
<PAGE>
 
               final sale recording transaction between Gilbert Arizona and
               Focal Corporation. There will be no interest or interest payments
               for the first year. Starting the second year, Focal Corporation
               will pay eight percent (8%) interest (pre-paid) and paid
               quarterly thereafter, starting 365 days following the recording
               of the sale transaction. The $400,000 owed to Gilbert Arizona
               will be, all due and payable 730 days from the sale recording
               date. The balance of the purchase price will be $2,200,000, to be
               paid by Focal Corporation through escrow. Focal Corporation will
               deposit a Cashier's Check for $2,300,000, or a bank letter of
               credit, or a similar bank guaranteed instrument into the above-
               numbered escrow. It will be payable to First American Title
               Insurance Company, and shall not be cashed until the final
               written evidence is deposited in escrow that Federal bankruptcy
               Case number 94-13739 (United States Bankruptcy Court, Buffalo,
               New York) with Gilbert Arizona Development Corp. has been
               discharged, and the title company will guarantee to the Buyer
               that the title is free of any liens or encumbrances related to
               the bankruptcy and all other contingent conditions, if any, are
               satisfied and all bankruptcy related Property liens have been
               extinguished.

          (c)  When all documents pertaining to the transfer and assignment of
               the loan have been signed by the Lender and Seller, Focal
               Corporation will authorize the release of $31,500 from Buyer's
               escrowed funds to the Seller and/or Lender, said amount to
               represent the cost of the loan from Fleet Management and
               Recovery Company.

          (d)  At the time that the escrow has finalized all of the
               documentation and the loan transfer instruments, and the Seller
               has signed all documents relating to the transfer of the loan and
               to the transfer of the Property (including the assignment of all
               leases and contracts), then the escrow officer may cash the
               Certified check, bank Cashier's Check, or wire transfer funds (so
               long as the form of payment is recognized by the escrow agency as
               immediately collectable funds).

          (e)  On the closing date, if all other conditions precedent of
               closing as set forth have been satisfied, escrow agent shall
               disperse the funds held by it as provided herein, and shall
               record the Deed to Buyer thereby conveying the Property to
               Buyer.

                                       2
<PAGE>
 
     2.   Upon execution of these escrow instructions by Buyer and Seller and
          delivery of said signed instructions to Buyer and Seller, Focal
          Corporation shall pay to LGR Investments Fund, Ltd. the sum of
          $150,000 together with all interest earned on said amount which has
          been on deposit with local America Bank of Tulsa. This amount is to be
          wired immediately upon execution of these escrow instructions by both
          parties and delivery of same to Buyer and Seller.

                                                     
     3.   Unless extended by mutual agreement of the parties the closing of this
          purchase escrow shall take place on or before thirty (30) days after
          the contingencies set forth in the Paragraph set forth below under the
          title Conditions to Buyers Obligations have been satisfied or waived,
                -------------------------------- 
          and providing that the parties to this agreement both Buyer and
          Seller, have signed all required transfer documents.

     4.   At the closing, Seller shall cause First American Title Insurance
          Company to issue an Owner's Title Policy in the form of an A.L.T.A.
          Extended Owner's Policy Form 4-6-90, to Buyer, showing no matters of
          record except those previously or hereafter approved by Buyer. Seller
          shall only be responsible for the cost of the standard owner's
          C.L.T.A. policy, and Buyer shall pay the excess amount of money needed
          to obtain the ALTA Extended Coverage Owner's Form 4-6-90. The Title
          Policy shall be issued in the amount of the total purchase price to
          insure free title to the Property in Buyer's name.

CONDITIONS TO BUYER'S OBLIGATIONS
---------------------------------

     1.   Prior to the closing date the Buyer has assumed the loan from Fleet
          Management and Recovery Company and Focal Corporation has approved, in
          its sole and absolute discretion all the documents and any terms and
          conditions of the loan.

          Seller shall cooperate with Buyer in its efforts to obtain
          assignment of the Fleet Management and Recovery Company loan. It is
          understood, however, that the obligation to obtain the assignment is
          Buyers and Seller shall have no liability to Buyer in the event
          Fleet Management and Recovery Company does not permit Buyer to
          assume its loan.

          Notwithstanding the above, it is a condition of Buyer's obligation to
          purchase the Property, that Fleet Management and Recovery permit Focal
          Corporation to assume its loan, as extended and modified by the

                                       3
<PAGE>
 
          Agreement dated May 3, 1996 between Fleet Management and Recovery and
          Gilbert Arizona Development Corporation. (a copy of which is attached
          hereto)

          In this connection it is understood and agreed that the $2,300,000
          payment referenced in Paragraph 1(b) above shall not be cashed unless
          and until all the loan documents pertaining to the original loan from
          Fleet Management and Recovery Company to Gilbert Arizona Development
          Corporation and all modifications have been delivered to and approved
          by Focal Corporation and all documents required by Fleet Management
          and Recovery Company to be signed by Focal Corporation in connection
          with such loan have been approved and executed by Focal Corporation.

      2.  Seller obtaining and delivering to the Buyer no later than ten (10)
          days before the scheduled closing date, from every tenant of the
          Property, an Estoppel Certificate, in the form attached as Exhibit B,
          completed with details of the tenants' lease and signed by the
          tenants, showing no difference in leasing terms from those shown on
          the Rent Roll or in the tenant leases furnished by Seller for Buyer's
          review.

      3.  Seller has not granted any person or entity 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.

      4.  Seller has not received nor is aware of any written notification from
          any government department or agency with jurisdiction over building,
          safety or health, or such other city, county, state, or federal
          authority having jurisdiction, requiring any work to be done on the
          Property, or advising of any condition that would render the Property
          unusable for any part thereof for the commercial/retail purpose of
          Buyer.

      5.  Seller shall not voluntarily allow any lien to attach to the Property
          or any part thereof, except the lien for ad valorem taxes, which are
          not due and payable nor shall Seller grant, create, or voluntarily
          allow the creating of or amending, modifying or change of any
          easement, right-of-way, encumbrance, restriction or covenant, or lease
          or any other rights affecting the Property or any other part thereof,
          without the written consent of the Buyer.

                                       4
<PAGE>
 
PAYMENTS OF COSTS
-----------------

      At closing, Seller and Buyer shall pay their own respective costs incurred
      with respect to the consummation of the purchase and sale of the Property
      including, without limitation, attorney's fees. Notwithstanding the
      foregoing, it is expressly agreed that Buyer shall pay any excess
      costs to obtain an A.L.T.A. Form 4-6-90 Extended Coverage Owners Title
      Policy; Seller shall pay any and all transfer and documentary stamp
      taxes, or similar charges incident to the conveyance of title to the
      Property to Buyer, the premium only for a C.L.T.A. Standard Owner's Title
      Policy to be issued by Title Company to Buyer pursuant to the terms
      hereof, and any fees and expenses related to the title examination or
      title abstract. Seller shall also pay the cost of recording the Deed and,
      except as otherwise provided in this Agreement, the parties shall each pay
      one-half (1/2) the escrow fees pertaining to this transaction.

APPORTIONMENTS
--------------

The following items shall be apportioned as of the closing date:

      Real estate taxes with respect to the Property based upon the latest
      information available;

      Electrical, steam, water, sewer and other utility charges, if any, with
      respect to the Property;

      Rental and other payments received or receivable with respect to the
      Property;

      Insurance if assigned to Buyer;

      Buyer shall be credited with the total security and other deposits held by
      Seller from tenants of the Property;

      If Seller receives a tax refund with respect to the Property for the tax
      year in which the Property is sold to Buyer, such refund shall be
      apportioned between the parties hereto on an equitable basis and Seller
      shall promptly remit Buyer's allocable share to Buyer. Seller's obligation
      hereunder shall survive the closing.

ASSIGNMENT OF LEASES, CONTRACTS AND TRADE NAME
----------------------------------------------

      1.  At the closing, Seller shall assign to Buyer all leases and tenancies
          than existing and pay or credit to buyer, through escrow, all security
          and other deposits and prepaid rents received from tenants or
          occupants of the Property. The assignment shall be in the form
          attached as Exhibit "E". Seller shall deliver to Buyer at the

                                       5
<PAGE>
 
          closing the original signed leases for every tenancy existing in the
          Property, complete with any amendments, side agreements, a statement
          showing all deposits and prepaid rent, if any, and all other
          correspondence and agreements governing the relationship between
          landlord and tenant in the Property.

      2.  If demanded by Buyer, Seller shall also assign to Buyer at the
          closing, in a form reasonably requested by Buyer, all service
          contracts for the Property and all outstanding warranties for any
          equipment, fixtures, or personal Property included with the Property
          and outstanding warranties for any work done on the Property before
          the closing.

      3.  After the closing, Buyer shall have the right to use the trade name of
          the Property and any logos used in connection therewith, if any, and
          Seller shall not use that trade name or logo in any way that would
          compete with the Property.

      4.  At the closing Seller shall furnish Buyer, a signed notice to each
          tenant of the Property, in the form attached as Exhibit "F", stating
          that the Property has been sold to Buyer and all rents should be paid
          to Buyer after the closing.

INSURANCE PROCEEDS
------------------

     1.   Buyer shall purchase the Property as required by the terms of this
          Agreement, without regard to damage to any improvements on the
          Property after the date of this Agreement prior to closing, provided
          the cost to repair the same does not exceed $1,000,00. If the cost
          exceeds that amount, Buyer may terminate this Agreement by notice to
          Seller given within five (5) days of the damage. If Buyer does not so
          terminate, Buyer shall receive the insurance proceeds collected as a
          result of the damage or destruction, or the proceeds shall be assigned
          to Buyer at the closing, if not then collected.

     2.   If the insurance proceeds are not adequate to repair the damage, Buyer
          shall be credited against the cash portion of the purchase price the
          amount of the shortage, provided that if this credit exceeds
          $1,000,00, Seller, upon notice to Buyer made within thirty (30) days
          following the determination of the required credit amount, may
          terminate this Agreement, unless Buyer elects, by notice to Seller
          given within five (5) days of receipt of Seller's notice, to proceed
          and be credited only by the insurance proceeds plus $1,000.

                                       6
<PAGE>
 
 
      3.  The closing date shall be extended up to a maximum extension of thirty
          (30) days, as required to obtain repair estimates, determine the
          availability and amount of insurance proceeds, and give the notices
          necessary under this Paragraph 3. If the closing has not occurred by
          the extended closing date through the fault of neither party, then
          either party may terminate this Agreement and any deposit shall be
          returned to Buyer. Seller and Buyer shall cooperate and exercise due
          diligence to obtain damage estimates and insurance proceeds.

CLOSING
-------

     Notwithstanding anything to the contrary set forth herein, any party who is
     not in default under this Agreement may terminate this Agreement and escrow
     if the escrow does not close on or before ninety (90) days from the date a
     fully signed copy of this Agreement is deposited in escrow.

MISCELLANEOUS
-------------

     1.   Focal Corporation will be responsible for all sales and real estate
          commissions involved with the transaction. The liability for the
          payment of these commissions will be at the close of escrow.

     2.   Notice to Other Owners. Upon close of escrow, Seller shall execute two
          ----------------------
          (2) copies of the Notice of Transfer in the form attached hereto as
          Exhibit "N" and Buyer shall execute two (2) copies of the
          Acknowledgement and Agreement in the form attached hereto as Exhibit
          "O". The Escrow Agent shall then mail originals of each such Exhibit
          to the owners of Parcels II and IV of Mesa Commons as follows:

               (a)  Parcel II:

                    Sovran Bank/Central South and 
                      Hunter Widner, as Trustee of the
                      Boyd Family Trust 
                    4225 West Jasper 
                    Chandler, AZ 85225

               (b)  Parcel IV:

                    Halle Von Voigtlander
                    14631 North Scottsdale Road 
                    Scottsdale, AZ 85254-2711

                                       7
<PAGE>
 
      3.  Foreign Person. Seller represents and warrants that it 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"). Seller shall deliver to Buyer prior to the
          Closing an Affidavit prepared by Buyer evidencing such fact and such
          other documents as may be required under the Code. The Affidavit shall
          be in the form set forth on Exhibit "K" attached hereto and made a
          part hereof by reference.

IN WITNESS WHEREOF, the parties have set their hands and seals as of the date
first hereinabove written.

     SELLER:        GILBERT ARIZONA DEVELOPMENT CORPORATION
                    a New York corporation

                    By /s/ Robert N. Richter
                       ------------------------------------
                       Robert N. Richter, Its President

     BUYER:         FOCAL CORPORATION, a Utah corporation

                    By /s/ Howard M. Palmer
                       ------------------------------------
                       Howard M. Palmer, Its President

                                       8
<PAGE>
 
                             ESTOPPEL CERTIFICATE
                             --------------------

Focal Corporation                                ___________________, 1996
c/o Howard Palmer                                
P.O. Box 3940
Anaheim, California 92803

Gentlemen:

     The undersigned certifies as follows:

     1. _____________________________________, Tenant, and Gilbert Arizona
Development Corp., a New York Corporation, Landlord, entered into a written
lease dated _________________________, 1995 (the "Lease"), in which Landlord
leased to Tenant and Tenant leased from Landlord, premises located in the City
of Mesa, Arizona, commonly known as __________________________ (the "Premises").
                                    (fill in Property address)

     2.    The Lease constitutes the only agreement between Landlord
and Tenant with respect to the Premises.

     3.    The Lease is in full force and effect; Tenant has accepted the
Premises and presently occupies them, and is paying rent on a current basis;
Tenant has no setoffs, claims, or defenses to the enforcement of the Lease.

     4.    As of the date of this Certificate, Tenant is not in default in the
performance of the Lease, and has not committed any breach of the Lease, and no
notice of default has been given to Tenant.

     5.    As of the date of this Certificate, Landlord is not in default in the
performance of the Lease and has not committed any breach of the Lease.

     6.    No rent has been paid by Tenant in advance under the Lease, except
_________________________.
 (if none, write "none")

     7.    Tenant has no claim against Landlord for any security deposit or
prepaid rent, except ______________________________.
                         (if none, write "none")

     8.    _________________________ acknowledges that Focal Corporation, a Utah
corporation is acquiring ownership of the Premises.

          Tenant agrees that if Focal Corporation acquires ownership, Tenant
will attorn and does attorn to Focal Corporation agreeing to recognize Focal
Corporation as Landlord on the condition that Focal Corporation agrees to
recognize the Lease referred to in this document as long as Tenant is not in
default of it.


                                  EXHIBIT B-1
<PAGE>
 
     9.   Tenant makes this Certificate with the understanding that
Focal Corporation is contemplating acquiring the Premises, and that if Focal
Corporation acquires the Premises Focal Corporation will do so in material
reliance on this Certificate.

           Executed on                        , 1996.
                       -----------------------


                                   -----------------------------------------
 

                                   -----------------------------------------





                                  EXHIBIT B-2
<PAGE>
 
                 ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT
                 --------------------------------------------

                              ASSIGNMENT OF LEASE
                              -------------------

     Effective ______________________, Gilbert Arizona Development
Corporation, a New York corporation ("Assignor"), does hereby assign and
transfer to FOCAL CORPORATION, a Utah corporation ("Assignee"), all of
Assignor's right, title and interest as Landlord in, to and under, that certain
Lease dated ______, 19_____, by and between ______________________________,
as Landlord and _____________________________, a __________________________ 
as Tenant, covering certain premises located in the MESA COMMONS SHOPPING CENTER
in Mesa, Arizona. Assignor warrants and represents that it has performed all
obligations to be performed by it under the terms of the Lease as of the
effective date set forth above.

Dated:                    , 1996 "Assignor"
      --------------------

                            GILBERT ARIZONA DEVELOPMENT CORPORATION, 
                            a New York corporation
                            
                            By
                               ----------------------------------------
                               Robert N. Richter, Its President
                                                
                             Assumption Agreement
                             --------------------
                                        
     The undersigned as transferee of the Landlord's interest in the Leased
Premises covered by that certain Lease ("Lease") dated ______________, 19__,
and executed by ________________________ as "Landlord", and ___________________,
a _____________, as "Tenant", does hereby assume and agrees to perform all
of the obligations, responsibilities and duties of the Landlord as set forth in
said Lease accruing on or after the effective date set forth above.

Dated:            , 1996      FOCAL CORPORATION,
       -----------            a Utah corporation

                              By
                                 ---------------------------------------
                                 Howard M. Palmer, Its President

                              By
                                 ---------------------------------------
                                                 , Its Secretary
                                 ----------------


                                  EXHIBIT E-1
<PAGE>
 
STATE OF NEW YORK                )
                                 ) SS.
COUNTY OF                        )
          --------------------

 On  ______________________________________________________ before me,
_______________________, personally appeared __________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

          WITNESS my hand and official seal.

Signature
          --------------------------------------------------------



STATE OF CALIFORNIA              )
                                 ) SS.
COUNTY OF                        )
          --------------------

 On  ______________________________________________________ before me,
_______________________, personally appeared __________________________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

          WITNESS my hand and official seal.

Signature
          --------------------------------------------------------



                                  EXHIBIT E-2
<PAGE>
 
                     NOTICE TO TENANTS OF SALE OF PROPERTY

Dear Tenant:

      This will notify you that on ______________________, 1996, the buildings
at 1830-1936 East Baseline Road, Mesa, Arizona 85204, in which you are a tenant,
was sold to Focal Corporation, a Utah corporation. The buildings will be managed
by _______________________________.
   

     From this date on, please mail your rent checks, payable to Focal
Corporation, to: 

                Focal Corporation
                P.O. Box 3940      
                Anaheim, California 92801
                Attn: Howard M. Palmer

         Any written notices you desire or are required to make to the Lessor
under your lease should be sent to the new owner at this address, and any
inquiries about the Property or your lease should be made to the new owner at
this address, or by telephone to Howard M. Palmer (714) 635-8821.

     The new owner will be responsible for any refundable deposits, subject to
the terms of your lease.

     Thank you.
                            Very truly yours,

                            GILBERT ARIZONA DEVELOPMENT CORPORATION, a New 
                            York corporation

                            By
                               -----------------------------------------

                               -----------------------------------------  



                                   EXHIBIT F
<PAGE>
 
                               ENTITY TRANSFEROR
                               -----------------
                       CERTIFICATE OF NON-FOREIGN STATUS
                       ---------------------------------



     1. 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 that withholding of tax
is not required upon the disposition of a U.S. real property interest by Gilbert
Arizona Development Corporation, the undersigned hereby certifies the following
on behalf of Gilbert Arizona Development Corporation, a New York corporation:

          A. Gilbert Arizona Development Corporation is not a foreign
corporation, foreign partnership, foreign trust or foreign estate (as these
terms are defined in the Internal Revenue Code and Income Tax Regulations).

          B. Gilbert Arizona Development Corporation's employer identification
number is _______________________________.
          
          C. Gilbert Arizona Development Corporation's office address is:

                                 c/o Robert N. Richter
                                 2730 Transit Road
                                 West Seneca, New York 14224

     2. Gilbert Arizona Development Corporation understands that this
certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement contained herein could be punished by
fine, imprisonment or both.

     3. Gilbert Arizona Development Corporation understands that the transferee
is relying on this certificate in determining whether withholding is required
and that the transferee may face liabilities if any statement in this
certificate is false. Gilbert Arizona Development Corporation and the
undersigned hereby indemnifies the transferee and agrees to hold the transferee
harmless from any liability or cost which the transferee may incur as a result
of the transferor's failure to pay any U.S. Federal Income tax which transferor
is required to pay under applicable law, or any false or misleading statement
contained herein.

 
                                  EXHIBIT K-1
<PAGE>
 
     4. 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 and I have authority to sign this document on behalf of Gilbert Arizona
Development Corporation.

                            Executed in
                                        ------------------------------------,
               on                                 1996.
--------------    ------------------------------,



                                       ----------------------------------------

                                       ----------------------------------------


NOTICE:   The transferee must retain this Certificate until the end of the 5th
          taxable year following the taxable year in which the transfer takes
          place, and make it available to the Internal Revenue Service when
          requested. DO NOT RECORD. 


                                  EXHIBIT K-2
<PAGE>
 
                              NOTICE OF TRANSFER
                              ------------------


     Pursuant to Section 13.17 of that certain Declaration of Construction and
Operation Covenants and Restrictions and Grant of Easements (Mesa, Arizona)
recorded on November 29, 1989 in 89-548094 of Official Records in Maricopa
County, Arizona, as amended by that certain First Amendment to Declaration of
Construction and Operation Covenants and Restrictions and Grant of Easements
(Mesa, Arizona) recorded on June 29, 1990 in 90-293333 of Official Records in
Maricopa County, Arizona (collectively, "Declaration"), this is to notify you
that the undersigned, Gilbert Arizona Development Corp., a New York corporation,
has sold and transferred the Property described as Parcels I, III and V of Mesa
Commons, according to the plat of record in the office of the County Recorder of
Maricopa County, Arizona, recorded in Book 336 of Maps, page 49, to Focal
Corporation, a Utah corporation, whose address is P.O. Box 3940, Anaheim,
California 92803.

      Attached hereto is an acknowledgment by Focal Corporation of its
  obligations under the Declaration and its agreement to be bound thereby and
  perform all our future obligations thereunder.

  Dated:                       , 1996
         ----------------------

                            GILBERT ARIZONA DEVELOPMENT CORPORATION
                            a New York corporation

                            By:
                                ----------------------------------
                                Robert N. Richter, President



                                   EXHIBIT N
<PAGE>
 
                         ACKNOWLEDGEMENT AND AGREEMENT
                         -----------------------------

      Pursuant to Section 13.17 of that certain Declaration of Construction and
Operation Covenants and Restrictions and Grant of Easements (Mesa, Arizona)
recorded on November 29, 1989 in 89-548094 of Official Records in Maricopa
County, Arizona, as amended by that certain First Amendment to Declaration of
Construction and Operation Covenants and Restrictions and Grant of Easements
(Mesa, Arizona) recorded on June 29, 1990 in 90-293333 of Official Records in
Maricopa County, Arizona (collectively, "Declaration") as the new owner of
Parcels I, III and V of Mesa Commons, according to the plat of record in the
office of the County Recorder of Maricopa County, Arizona recorded in Book 336
of Maps, page 49, the undersigned does hereby acknowledge its obligations under
the Declaration and agrees to be bound by the Declaration and to perform all
obligations of Gilbert Arizona Development Corporation, a New York corporation,
hereinafter incurred under the Declaration.

      Dated:                     , 1996
             --------------------
 
                                   FOCAL CORPORATION
                                   A Utah Corporation
     
                                   By:
                                       ----------------------------------
                                       Howard M. Palmer, President



                                   EXHIBIT O
<PAGE>
 
                 [LETTERHEAD OF FLEET MANAGEMENT AND RECOVERY]


                                  May 3, 1996



Gilbert Arizona Development Corp.
Att: Mr. Lawrence Reger
2730 Transit Road
West Secca, NY 14224

RE:  Mesa Commons Shopping Center, Basetine and Gilbert Roads, Mesa, Arizona
     Commercial Loan #3170019933; Obligation #42

Gentlemen:

     ALI, Inc. ("ALI") is pleased to advise you that ALI will make certain 
credit accommodations to Gilbert Arizona Development Corp. (the "Borrower") in 
the form of an extension and modification to the existing indebtedness of 
Borrower to ALI, the ("Indebtedness") as evidenced and secured by all debt 
instruments previously executed by Borrower to ALI, collectively the ("Loan 
Documents"), in accordance with the terms and conditions of this loan commitment
letter.

     This commitment is subject to all of the terms and conditions contained 
herein.

                        MODIFICATIONS OF LOAN DOCUMENTS
                        -------------------------------

     The indebtedness of Borrower to ALI as evidenced and secured by the Loan 
Documents shall be extended and modified in accordance with the following:

     Loan Principal Reduction.  The Indebtedness shall be paid down to a 
     ------------------------
principal balance of $7,100,000.00 by Borrower either prior to, or at the time 
of closing of the transaction evidenced by this commitment letter.

     Interest Rate.  Interest will be charged on outstanding principal balances 
     -------------
at the rate of nine percent (9%) per annum.  In the event that any interest 
payment to or retention of interest by ALI provided for in the 
extension/modification agreement is deemed to exceed the lawful amount, then the
amount of such interest shall be reduced to such lawful amount and any 
overpayment shall be considered as a payment of principal.

<PAGE>
 
Gilbert Arizona Development Corp.
May 3, 1996
Page 2


     Principal and Interest Payments.  Payments of principal and interest, 
     -------------------------------
determined as above set forth, on outstanding principal balances hereunder shall
be due on the first day of every month based on a twenty-five (25) year 
amortization period.

     Late Payments.  Payments made more than ten (10) days after the due date 
     -------------
shall be subject to a late payment charge equal to 6% of the payment due.

     Prepayment Consideration.  If ALI in its sole discretion, should determine 
     ------------------------
that current market conditions can accommodate a prepayment request, the 
Borrower shall have the right at any time and from time to time to repay the 
Indebtedness in whole (but not in part), and the Borrower shall pay to ALI a 
yield maintenance fee in an amount computed as follows.  The current rate for 
United States Treasurer securities (bills on a discounted basis shall be 
converted to a bond equivalent) with a maturity date closest to the Maturity
Date shall be subtracted from the "cost of funds" component of the fixed rate in
effect at the time of prepayment. If the result is zero or a negative number,
there shall be no yield maintenance fee. If the result is a positive number,
then the resulting percentage shall be divided by 360 and multiplied by the
number of days remaining prior to the Maturity Date. Said amount shall be
reduced to present value calculated by using the number of days remaining prior
to the Maturity Date and using the above referenced United States Treasury
security rate and the number of days remaining prior to the Maturity Date. The
resulting amount shall be the yield maintenance fee due to ALI upon prepayment
of the Indebtedness.

     Maturity.  All remaining principal and interest on the indebtedness shall 
     --------
be due and payable seven (7) years from the date of closing.

     Collateral:
     ----------

     1.   ALI will require confirmation of first security interests in all
          assets of Borrower including without limitation accounts, inventory,
          chattel paper, documents, instruments, general intangibles, machinery,
          equipment, furniture and fixtures.

     2.   The Indebtedness shall continue to be secured by the existing Deed of
          Trust by and between Borrower, ALI and the Trustee therein named
          encumbering the above captioned real property.

     3.   Unencumbered, marketable and insurable title to the mortgage property 
          must be acceptable to ALI's attorneys.

          In conjunction therewith, an endorsement will be required to the
          existing title insurance policy insuring the Indebtedness insuring
          that the Deed of Trust, as

<PAGE>
 
Gilbert Arizona Development Corp.
May 3, 1996
Page 3


          extended and modified continues to be a first lien against the subject
          property. Borrower must comply with all requirements of the title
          insurance company issuing said endorsement relating thereto.

     4.   Guarantees. All obligations of the Borrower shall continue to be
          guaranteed by all existing guarantees previously delivered to ALI
          securing the Indebtedness and all such guarantors shall consent to
          these modifications.

     5.   Extension/Modification Agreement. Execution, delivery and recording of
          an extension/modification agreement in form and content acceptable to
          ALI and its counsel incorporating the terms and conditions of this
          commitment letter and all such other necessary terms and conditions as
          required by ALI and its counsel.

     General Requirements.  The Indebtedness shall be documented in form 
     --------------------
satisfactory to ALI and its legal counsel.  Among other items:

     1.   Annually, Borrower to submit audited financial statements and copies
          of tax returns within 120 days of Borrower's fiscal year end.

     2.   Annually, Guarantors to submit updated personal financial statements
          and copies of tax returns.

     3.   Annually, Borrower to submit certified rent roll and tenant list for
          the premises.

     4.   As requested by ALI, Borrower to submit interim financial statements.

     5.   Real property taxes must be kept current and paid receipts must be
          submitted to ALI within 30 days of payment due date.

     6.   The Borrower shall notify ALI of any material adverse litigation,
          administrative proceeding, or business development or of the
          occurrence of any Event of Default (which shall include, without
          limitation default in payment due of any principal or interest,
          default with respect to any other obligations to ALI of the Borrower
          or its affiliates or guarantor, any representation or warranty or
          certificate or report furnished to ALI being materially false or
          misleading, bankruptcy or insolvency proceedings by or against the
          Borrower or the guarantors, a reportable event occurring under ERISA,
          or default by the Borrower or the guarantors under any other material
          obligation for borrowed money or its equivalent).

     7.   The maturity of all obligations of Borrower shall be accelerated upon
          the occurrence of an Event of Default.




<PAGE>
 
Gilbert Arizona Development Corp.
May 3, 1996
Page 4

     8.   The Borrower and its affiliates shall comply in all respects with 
          ERISA.

     9.   The Borrower shall maintain insurance (including without limitation
          hazard, liability including products liability, workers' compensation,
          loss of rent and business interruption) in form and amount
          satisfactory to ALI. Such policies shall provide for thirty days prior
          written notice of cancellation to ALI and shall name ALI as
          mortgage/lost payee as its interest appears.

     10.  The Borrower shall not be involved in consolidations, acquisitions of,
          or mergers with, any other entity, or sales of material assets of the
          Borrower other than in the ordinary course of business, or dissolution
          or liquidation of the Borrower or change in the ownership interests in
          the Borrower.
          
     11.  The Borrower shall maintain its due organization and authority, and
          shall comply with all governmental requirements and the terms of all
          corporate restrictions on it.

     12.  The Borrower shall cause the prompt payment when due of all taxes and 
          similar charges.

     13.  There shall be an Event of Default in the event the Borrower borrows
          funds from, leases from, or pledges or otherwise encumbers in any way
          its assets to, anyone other than ALI.

     14.  If the premises is sold prior to the afore-noted Maturity and the Deed
          of Trust is extended and modified is assumed as part of the
          transaction. Borrower shall pay to ALI, or its assign, a fee of 1% of
          the gross sale price of the premises. If the premises is sold prior to
          Maturity and the Deed of Trust as extended and modified is paid in
          full, then there will be no fee owing to ALI or its assign.

     Closing Requirements.  In addition to the General Requirements above set
     --------------------
forth, the following Closing Requirements, satisfactory in form and content to
Bank and its counsel must be submitted.

     1.   An affidavit of no change relative to the existing survey of the 
          premises.

     2.   Letter from the City of Mesa stating that the premises is in 
          compliance with all building codes.
<PAGE>
 
Gilbert Arizona Development Corp.
May 3, 1996
Page 5

   3.  Insurance binders for all types of insurance above mentioned.

   4.  Current, certified rent roll and tenant list.

   5.  Borrower corporate good standing certificate from state of incorporation
       and certification of authority to do business from the State of Arizona.

   6.  Borrower corporate tax status reports from the state of incorporation,
       and, if applicable, the State of Arizona.

Miscellaneous
-------------

   1.  By acceptance of this commitment, Borrower agrees to pay all costs in
       connection with preparation for closing, the closing, and post-closing
       items including without limitation all charges for recording and filing
       fees and the legal fees and disbursements of ALI's counsel, including
       Edwards & Angel, and Arizona counsel, Murphy & Posner.

   2.  Borrower warrants that all matters, documents and instruments furnished
       to ALI and upon which the commitment are based, including without
       limitation, financial statements, are complete and that there has been no
       material omission therefrom.

   3.  Borrower agrees to execute and/or deliver to ALI such further
       documentation, covenants, and items as ALI or its counsel may reasonably
       require or as may become necessary to effect the consummation of this
       transaction.

   4.  This commitment is contingent upon there being no detrimental or adverse
       change in the physical or financial condition of the Borrower or the
       Guarantors.

   5.  This commitment replaces any previous commitments and shall be the only
       commitment between the parties and all prior commitments whether oral or
       in writing relating to this financing are hereby null and void.

   6.  A commitment fee of $35,500.00 is due at the time of acceptance of this 
       commitment.

   7.  The pending Bankruptcy case No. 94-13739B shall be dismissed prior to the
       closing of the transaction evidenced by this commitment letter.


<PAGE>
 
Gilbert Arizona Development Corp.
May 3, 1996
Page 6

    8.  ALI shall terminate its pending litigation against the Borrower 
        simultaneous with the closing of the transaction evidenced by this
        commitment letter.

    9.  Borrower must accept this commitment letter by May 10, 1996 and close on
        the transaction described herein by May 24, 1996.  

Very truly yours,


ALI, Inc.,
By its attorney-in-fact
Fleet Real Estate Capital, Inc.,
d/b/a Fleet Management and Recovery


/s/ Christopher P. Hickey
Christopher P. Hickey
Assistant Vice President


Accepted and Agreed:

GILBERT ARIZONA DEVELOPMENT CORP.

By: _______________________

Date:  May ___, 1996

GUARANTORS

___________________________

___________________________

___________________________

cc:  Earl E. Berg, Esquire
     Patricia L. Kantor, Esquire