EXHIBIT 10.4

                        ASSET PURCHASE AGREEMENT


     THIS AGREEMENT is made the____ day of November 1997.

     BETWEEN:

                    ACTIVITY LINK, INC., (ALI), a Nevada Corporation to be
                    formed under the laws of the State of Nevada.

AND:

                    TRI-NATIONAL RESORT MANAGEMENT, INC., (TNRM) a Nevada
                    Corporation,  a subsidiary of Tri-National Development
                    Corp.,("TND"), a corporation incorporated under the
                    laws of Wyoming and both entities having offices at
                    Suite 140, 480 Camino del Rio S., San Diego, California
                    92108. 

WHEREAS:

A.   "ALI" owns intellectual rights to a resort and leisure reservation
     service, which allows hotel guests to obtain reservations for leisure
     activities through an entirely automated system utilizing the
     company's automated proprietary network, and

B.   "ALI" wishes to sell, and "TNRM" wishes to purchase an 85% interest in
     "ALI" and the assets including the intellectual rights to the
     company's automated network and the business to be operated by "ALI"
     on the terms and conditions set out in this agreement,


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the covenants, agreements, representations, warranties and
payments set out and provided for in this Agreement the parties hereto
covenant and agree with each other as follows:

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                                ARTICLE 1

                             INTERPRETATION
                             --------------

1.1  DEFINITIONS In this Agreement, the following capitalized words and
     phrases shall have the meaning set forth in this section 1.1:

     (a)  "Assets" shall have the meaning set out in section 2. 1;

     (b)  "Business" means the automated network business carried on by
          "ALI" under the name Activity Link, Inc.,

     (c)  "Closing" means the completion of the purchase and sale
          transaction herein contemplated and "Closing Date" means the date
          on which the Closing is scheduled to occur, in each case as
          provided in Section 6.1.

     (d)  "Effective Date" means the opening of business on November 14,
          1997; 

     (e)  "Excluded Assets" means the business and assets of "ALI" which
          are to be excluded from the purchase and  sale contemplated
          herein as described in section 2.2;

     (f)  "Fixed Assets" means the equipment, and other assets described in
          subsection 2.1(a);

     (g)  "Goodwill shall have the meaning set out in subsection 2. 1 (b);

     (h)  "Material Contracts" shall have the meaning set out in subsection
          2. 1 (c);

     (i)  "Purchase Price" means the amount payable by "TNRM" to "ALI" for
          the Assets as set out             in this Agreement;

1.2  SCHEDULES. The following Schedules to this Agreement are incorporated
     herein by reference and are deemed to be part of this Agreement'.

          Schedule A - Fixed Assets
          Schedule B - Material Contracts
          Schedule C - Employees
          Schedule D - Form of Management Agreement

1.3  SECTIONS AND HEADINGS. The division of this Agreement into Articles,
     sections, subsections and paragraphs and the insertion of headings is
     for the convenience of reference only and shall not affect the
     interpretation or construction of this Agreement.

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1.4  BUSINESS DAY.  Where used in this Agreement, the term "business day"
     means any day other than Saturday, Sunday or any statutory holiday.

1.5  CURRENCY.  Except as otherwise stated herein, all dollar amounts
     referred to in this Agreement shall be in lawful currency of the
     United States.

1.6  GENDER, ETC.  Words importing the masculine, feminine or neuter gender
     shall be interpreted to include all genders and words in the singular
     include the plural and vice versa, unless the context requires
     otherwise.

1.7  STATUTES. References to statutes or statutory provisions shall be
     construed as references to those statutes or provisions as amended or
     re-enacted (whether with or without amendment) from time to time or as
     their application is modified (whether before or after the date of
     this Agreement) and shall include any statute or statutory provisions
     of which they are re-enactments (whether with or without amendment)
     and any orders, regulations, instruments or other subordinate
     legislation made under the relevant statute or statutory provisions.

1.8  AGREEMENT REFERENCES. The term "Agreement" means this agreement,
     including Schedules, as amended or modified from time to time, and the
     words "herein", "hereof', "hereunder" and other words of similar
     import refer to this Agreement as a whole and not to any particular
     Article, section, paragraph or other part of this Agreement, and any
     reference contained in this agreement to a particular "Article",
     "section", "paragraph" or "schedule" is to the particular Article,
     section or paragraph of this Agreement or schedule to this Agreement.
                                ARTICLE 2
                       PURCHASE AND SALE OF ASSETS
                       ---------------------------

2.1  DESCRIPTION OF ASSETS.  On the terms and subject to the condition
     hereof, "ALI" shall sell, assign and transfer to "TNRM", and "TNRM"
     shall purchase from "ALI", at the Closing but effective as of and from
     the Effective Date, the undertaking and the following property and
     assets used in the Business on a going concern basis, free and clear
     of all liens, claims, charges, mortgages and other security interests
     and encumbrances whatsoever;

     (a)  all equipment, apparatus, machinery, furniture, furnishings,
          appliances, accessories, fixtures, supplies and other goods and
          chattels described in Schedule A ("Fixed Assets");

     (b)  all of the accounts receivable, trade accounts, notes receivable,
          deposits and other debts owned, due or accruing due to "ALI" and
          which have been outstanding for less than 90 days as described in
          Schedule B to this Agreement (the "Accounts Receivable");

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     (c)  all right, title and interest of "ALI" in and to those contracts,
          leases and agreements listed in Schedule C hereto to the extent
          the same are assignable or transferable (the "Material
          Contracts");

     (d)  the goodwill of the Business, including without limitation all
          trade marks, trade names, trade secrets and intellectual rights
          relating to the Business, all lists of customers and suppliers,,
          sales records, brochures, samples, price lists and other
          information relating to the day to day operation of the Business,
          and the exclusive right to carry on the Business under the name
          Activity Link, Inc. (collectively, the "Goodwill");

     (e)  all pre-paid expenses of the Business,

          all of which properties and assets are collectively referred to
          herein as the "Assets",

2.2  EXCLUDED ASSETS.. There shall be specifically excluded from the
     purchase and sale herein and from the Assets described in section 2.1
     and in Schedules A and B hereto, the Following

     (a)  any specific items or other assets as may be agreed to be
     excluded by the parties prior to Closing.

2.3  LIABILITIES. "TNRM" shall not assume or be responsible for any
     liabilities or obligations of "ALI" relating to the Business or
     otherwise other than for the obligations of "ALI" contained in the
     Material Contracts arising in respect of the period after the
     effective Date.
                                ARTICLE 3

                       PURCHASE PRICE AND PAYMENT
                       --------------------------
3.1  PURCHASEPRICE.   The Purchase Price and payment for the Assets and
     equity described herein shall be as follows:

          (a) "TNRM" shall cause funds in the amount of $228,000 to be
          available to "ALI" pursuant to an established budget attached
          hereto as Exhibit A1;

          (b) the portion of the Purchase Price for all other Assets shall
          be US$1.00.

          (c) an employment agreement for the three principals of "ALI",
          being David W. Wallgren, Bruce Martin and Sergio Aguilera, and
          being appointed President, Senior Vice President-Secretary and
          Vice President respectively.

          (d) "TNRM" will cause the formation of the "ALI" corporation in
          Nevada, with the officers as indicated above and with the
          addition of Gilbert Fuentes as Treasurer. The directors of the
          new company will include Wallgren, Martin, Aguilera, Fuentes, M.
          Sunstein, Parker and J. Sunstein.

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          (e) 25,000 shares of TND to be issued to each of Wallgren, Martin
          and Aguilera upon the successful completion of the beta site.

          (f) Options to be granted to the employees of "ALI" pursuant to
          and in conformance with the companys' employee option plan under
          development (attached hereto as Exhibit 2).

          (g) Wallgren, Martin and Aguilera will be entitled to the
          quarterly distribution of profits in the amount of 15%, once the
          company has achieved $300,000 in net profits and equally
          thereafter.

 3.2 DEPOSIT. Upon the execution of this Agreement, "TNRM" shall pay to
     "ALI" US$21,000, for payments required for the month of November in
     accordance with the attached budget. At the Closing, "TNRM" shall be
     credited by this payment to "ALI" under subsection 3.2(a) the amount
     of such payment.

3.3  ASSUMPTION OF MATERIAL CONTRACTS.  "TNRM" shall assume the performance
     of all obligations of "ALI" arising out of or in connection with the
     Material Contracts from and after the Effective Date.
                                ARTICLE 4
                          CONDITIONS P)RECEDENT
                          ---------------------

4.1  "TNRM"'S CONDITIONS.  The obligation of "TNRM" to consummate the
     transaction contemplated in this Agreement at the Closing is subject
     to the fulfillment of each of the following conditions:

     (a)  REPRESENTATIONS AND WARRANTIES TRUE - the
          representations and warranties of "ALI" made pursuant
          to section 7.1 shall be true and accurate in all
          respects at the time of Closing as if made at and as of
          the time of Closing, except as may be otherwise
          contemplated herein or as may be in writing disclosed
          to and approved by "TNRM";

     (b)  COVENANTS PERFORMED - the covenants and obligations of "ALI"
          contained herein which are to be complied with and performed
          at or before the Closing shall have been duly complied and
          performed in all respects except as may be in writing
          disclosed to and approved by "TNRM";

     (c)  NO MATERIAL LOSS - from the date hereof to the Closing,
          "ALI" shall not have experienced any material loss, damage
          or destruction to the Assets or the Business and none of the
          Assets shall have been sold or disposed of except in the
          ordinary course of the Business;

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     (d)  NO GOVERNMENTAL ACTION - from the date hereof to the
          Closing, no federal, provincial, state or municipal
          government, or any agency or other governmental authority
          shall have instituted or threatened and not discontinued or
          withdrawn any action, suit or investigation to restrain,
          prohibit or challenge the acquisition of the Assets by
          "TNRM" as herein contemplated;

4.2  "ALI"'S BENEFIT.  The conditions in section 4.1 are inserted for
     the exclusive benefit of ALI and may be waived in whole or in
     part by "ALI" at any time.

4.3  "ALI"'S CONDITIONS.  The obligation of "ALI" to consummate the
     transaction herein contemplated at the Closing is subject to the
     fulfillment of each of the following conditions;

     (a)  REPRESENTATIONS AND WARRANTIES TRUE - the
          representations and warranties of "TNRM" made pursuant
          to section 7.2 shall be true and accurate in all
          respects at the time of Closing as if made at and as of
          the time of Closing, except as may be in writing
          disclosed to and approved by "ALI";

     (b)  COVENANTS PERFORMED - the covenants and obligations of
          "TNRM" contained herein which are to be complied with
          and performed at or before the Closing shall have been
          duly complied with and performed in all respects', and

     (e)  NO GOVERNMENTAL ACTION - from the date hereof to the
          Closing, no federal, provincial, state or municipal
          government, or any agency or other governmental authority
          shall have instituted or threatened and not discontinued or
          withdrawn any action, suit or investigation to restrain,
          prohibit or challenge the sale of the Assets to "TNRM" as
          herein contemplated.

4.4. "ALI"'S BENEFIT.  The conditions in section 4.3 are inserted for
     the exclusive of "TNRM" and may be waived in whole or in part by
     "TNRM" at any time.

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                                ARTICLE 5
                                COVENANTS
                                ---------
5.1  "ALI" COVENANTS. "ALI" shall:

     (a)  Conduct of Business - from the date hereof to the
          Closing "ALI" will use its best efforts to carry on the
          Business in its ordinary course and to preserve and
          maintain the Assets and the goodwill of the Business,
          all in the manner heretofore carried on and maintained
          by "ALI";

     (b)  Access - from the date hereof to the Closing, "TNRM"
          and "TNRM"' s solicitors, accountants and other
          representatives will be afforded access at all
          reasonable times during normal business hours to all
          the properties, books, contracts, commitments and
          records of "ALI" relating to the Assets and the
          Business and will be furnished with such copies thereof
          and other information relating to the Business and
          permitted to conduct such reviews and tests and take
          such samples as "TNRM" from time to time may reasonably
          request;

     (c)  CONFIDENTIAL INFORMATION - from and after the date
          hereof "ALI" shall not disclose or permit to be
          disclosed the terms of this Agreement nor any
          confidential information relating to the Business,
          including without limitation any information relating
          to the trade marks, trade names, copyrights, designs,
          licenses, authorities or other rights used in the
          Business or lists of customers, or correspondence or
          any other confidential information related to the
          Business, to any person or persons whatsoever other
          than as directed by or for the purposes of "TNRM" or as
          required by law, nor will "ALI" use any information
          that it may have relating to the Business for any
          purpose;

     (d)  INDEMNITY - from and after the Closing "ALI" shall
          indemnify and hold "TNRM" harmless from and against any
          and all losses, damages, costs, claims, charges and
          expenses paid, suffered or incurred by "TNRM" as a
          result of;
          (i)  any and all liabilities, whether accrued,
               absolute, contingent or otherwise,
               including, without limitation,

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               any third party liability, existing at or
               arising prior to the time of Closing and
               which are not expressly agreed to in writing
               to be assumed by "TNRM" pursuant to this
               Agreement,

          (ii) any misrepresentation, breach of warranty or
               non-fulfillment of the terms of any covenant
               made by "ALI" herein or made in or omitted
               from any certificate or other instrument or
               document furnished or to be furnished to
               "TNRM" hereunder, and

          (iii) any and all actions, suits, proceedings,
                demands, assessments, judgements, costs and
                legal or other expenses incident to any of the
                foregoing;

          provided, however, that no claim may be made by "TNRM"
          hereunder unless notice of the proposed claim shall be
          given to "ALI" within one years after the Closing Date,

     (e)  SECURITY INTEREST - on and after the Closing Date,
          "ALI" shall consent to the registration in the State of
          Nevada by "TNRM" of its interest in the Assets; and

                                ARTICLE 6

                                 CLOSING
                                 -------

6.1  TIME OF CLOSING. The Closing of the transaction contemplated by
     this Agreement shall take place at the offices of "TNRM" located
     at 480 Camino del Rio S., Suite 140, San Diego, California at
     10:00 a.m. on the 14th day of November 1997, or at such other
     time, date or place as the parties may agree in writing.

6.2  OBLIGATIONS. At the Closing "ALI" shall:

     (a)  deliver or cause to be delivered to "TNRM" all such
          bills of sale, transfers, assignments and other
          documents and instruments, in registrable form where
          applicable, as are reasonably necessary to transfer to
          "TNRM" good and saleable title to the Assets free and
          clear of all liens, claims, charges, mortgages and
          other security interests and encumbrances whatsoever;

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     (b)  deliver to "TNRM" a certificate executed by a director
          or senior officer of "ALI" dated the Closing Date
          certifying on behalf of "ALI" and to the best of his or
          her knowledge, after reasonably inquiry, that at and as
          of the Closing the representations and warranties of
          "ALI" made by "ALI" pursuant to section 7.1 are true
          and accurate in all respects;

     (c)  deliver to "TNRM" certified copies of resolutions of
          the directors and shareholders of "ALI" approving the
          execution and delivery of this Agreement and the
          completion of the transaction herein contemplated;

     (d)  deliver to "TNRM" appropriate discharges and releases,
          in registrable form where applicable, of all liens,
          charges, mortgages and other security interests and
          encumbrances registered against or otherwise charging
          the Assets, including all necessary clearance
          certificates of governmental authorities to release any
          liens on the Assets for unpaid fees, duties, taxes or
          assessments;

     (e)  deliver to "TNRM" possession of the Assets;


6.3  "TNRM"'S OBLIGATIONS. At the Closing "TNRM" shall:

     (a)  deliver to "ALI" a certificate executed by a director
          or senior officer of "TNRM" dated the Closing Date
          certifying on behalf of "TNRM" and to the best of his
          or her knowledge, after reasonable inquiry, that at and
          as of the Closing the representations and warranties of
          "TNRM" made pursuant to section 7.2 are true and
          accurate in all respects except to the extent otherwise
          disclosed in writing to "ALI";
     (b)  deliver to "ALI" a certified copy of resolutions of the
          directors of "TNRM" approving the execution and
          delivery of this Agreement and the completion of the
          transactions herein contemplated;
     (c)  pay to "ALI",  the initial cash portion of the Purchase
          Price due at Closing as provided in subsection 3.2(a)
          of this Agreement;

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     (d)  execute and deliver to "ALI" a management agreement as
          described in of this Agreement.
     (e)  execute and deliver to "ALI" the prinicpal's option
          plan ("Exhibit 2").

                                ARTICLE 7

                     REPRESENTATIONS AND WARRANTIES
                     ------------------------------

7.1  REPRESENTATIONS-AND WARRANTIES OF "ALI".  "ALI" hereby represents
     and warrants to "TNRM" as follows:

     (a)  INCORPORATION - "ALI" is a corporation to be formed
          which will be duly incorporated and validly existing
          under the laws of the State of Nevada;
     (b)  CORPORATE AUTHORITY -  "ALI" has fully corporate power, capacity
          and authority  to enter into this Agreement, to perform its
          obligations hereunder and to sell,  transfer and assign its
          Assets to "TNRM" as herein contemplated;
     (c)  AGREEMENT BINDING - the execution and delivery of this
          Agreement and the completion of the transaction
          contemplated hereby have been duly and validly
          authorized by all necessary corporate actions and
          proceedings on the part of "ALI" and this Agreement
          constitutes a legal, valid and binding obligation of
          "ALI" enforceable against it in accordance with its
          terms except to the extent enforcement may be limited
          by laws of general application affecting the rights of
          creditors and the availability of equitable remedies;

     (d)  NO DEFAULT.. ETC. - neither the execution and deliver
          of this Agreement nor the consummation of the
          transactions contemplated hereby nor the due observance
          and performance by "ALI" of its obligations contained
          herein;

          (i)  will conflict with or result in a breach of or violate
               any of the terms and of the conditions or provisions of
               the constating documents of "ALI";

          (ii)   will conflict with or result in a breach of or
          violate any of the terms, conditions or provisions of
          any law, judgement, order, injunction, decree,
          regulation or ruling of any court or government
          authority, domestic or foreign, to which "ALI" is
          subject;

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          (iii)  will conflict with or result in a breach of or
          constitute or result in a default under any material
          agreement, contract or commitment to which "ALI" is a
          party or by which it is bound or to which it is
          subject; or

          (iv)  will GIVE to any government or governmental
          authority, including any governmental department,
          commission, bureau, board or administrative agency, any
          right of termination, cancellation or suspension of, or
          constitute a breach of or result in a default under,
          any permit, license, consent or authority issued to
          "ALI" and which is necessary or desirable in connection
          with the conduct and operation of the Business and the
          ownership over the Assets as the same is now conducted
          and owned;

     (e)  NO BANKRUPTCY, ETC. - "ALI" has not committed an act of
          bankruptcy, is not insolvent, has not proposed a
          compromise or arrangement to its creditors generally,
          has not had any petition for any receiving order in
          bankruptcy filed against it, has not made a voluntary
          assignment in bankruptcy, has not taken any proceeding
          with respect to a compromise or arrangement, has not
          taken any proceeding to have itself declared bankrupt
          or wound-up nor taken any proceeding to have a receiver
          appointed over all or any part of its assets;

     (f)  QUALIFICATION - "ALI" wil be duly registered or
          qualified to carry on business under the applicable
          legislation of the State of Nevada;

     (g)  LICENSES, PERMITS, ETC. - "ALI" holds all material
          governmental licenses, permits and authorizations as
          may be requisite for the carrying on of its Business in
          the places and in the manner heretofore carried on and
          has not received notice of any material default under
          any of such licenses, permits or authorizations;

     (h)  TITLE TO ASSETS - at the Closing, "ALI" will have good
          and marketable title to the Assets free and clear of
          any actual or threatened lien, claim, charge., mortgage
          or other security interest or encumbrance whatsoever;

     (i)  STATE OF REPAIR - the Assets are all in good operating
          condition and repair, normal wear and tear excepted;

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     (j)  MATERIAL CONTRACTS - Schedule B lists all contacts relating
     to the Business to which "ALI" is a party which cannot be
     terminated on thirty days (or less) notice without liability to
     "ALI";

     (k)  CONTRACTS - all of the material Contracts have been
          made in the ordinary course of the Business on "ALI"'
          s standard terms and conditions and at current standard
          prices of the applicable services,

     (l)  DEFAULT UNDER CONTRACTS - "ALI" is not in default under
          or in breach of any term of any of the Material
          Contracts or other contacts to which is a party nor is
          "ALI" aware of any existing default of any term thereof
          by any of the other parties to such agreements;

     (m)  BOOKS AND RECORDS - the books and records of "ALI" relating
     to the Business fairly and accurately set out and disclose in all
     material respects, in accordance with generally accepted
     principles the financial condition of the business as at the date
     hereof and all material financial transactions of "ALI" relating
     to the Business have been accurately recorded in such books and
     records-,

          (o)  NO MATERIAL CHANGE - since 11/1/97, there
               have been no change in the affairs,
               business, prospects, operations or condition
               of the Business, financial or otherwise,
               except changes occurring in the ordinary
               course of "ALI"'s business, which changes
               have not adversely affected and will not
               adversely affect the Assets or goodwill of
               the Business or the prospects or financial
               condition of the Business nor is "ALI" aware
               of any future event or condition which is
               likely to occur and which would materially
               and adversely affect the Assets or the
               financial prospects of the Business;

          (p)  ORDINARY COURSE - the Business will be
               carried on in the ordinary course up to the
               Closing;

          (q)  LITIGATION - there are no actions, claims,
               suits, judgements, litigation, orders, 
               investigations or proceedings outstanding
               or, to the knowledge of "ALI", pending or
               threatened by or against or concerning "ALI"
               in any court or before or by any federal,
               provincial, municipal or other governmental
               department, commission, board, bureau or
               agency, or before any arbitrator of any kind
               nor is "ALI" aware of any basis for the
               same;

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          (r)  COMPLIANCE WITH LAWS - "ALI" has obtained
               all material permits, licenses and other
               authorizations which are required with
               respect to the Business and the Assets under
               the applicable laws, regulations and other
               requirements of governmental bodies and
               "ALI" has not received notice of any past or
               present events, conditions, circumstances,
               activities, practices, incidents, actions or
               plans which may interfere in a material
               respect with or prevent continued compliance
               in a material respect with any of the
               requirements of such laws., regulations and
               requirements;

          (s)  LABOR MATTERS - "ALI" is not a party to any
               collective bargaining or other agreement
               with any labor union or other association of
               employees and there are no labor disputes,
               grievances, strikes or lookouts currently in
               existence or, to the knowledge of "ALI",
               threatened with respect to any employees of
               the Business;


          (t)  EMPLOYEES - Schedule C contains a complete and
          accurate list of the names, positions, wage and salary
          rates, bonuses and other compensation and benefits,
          dates of hire, location of employment (including with
          respect to termination or severance) of all of the
          employees of the business; and

          (u)  EMPLOYMENT CONTRACTS - there are no written employment,
          management or consulting agreements or commitments between "ALI"
          and any person employed or engaged by the Business and no
          contract of employment between "ALI" and any employee of the
          Business provides for a period 6f notice or payment of any amount
          in lieu of notice to any such employee with respect to
          termination or severance of employment which is greater than the
          minimum period or amount to which the employee would be entitled
          at common law or by statute.

7..2 REPRESENTATIONS, AND WARRANTIES OF "TNRM". "TNRM" hereby represents
     and warrants to "ALI" as follows:

     (a)  "TNRM" INCORPORATION- - "TNRM" is a Nevada corporation duly
          incorporated and organized, validly existing and in good standing
          in the office of the Registrar of Companies of Nevada with
          respect to the filing of annual reports;

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     (b)  CORPORATE AUTHORITY - "TNRM" has full corporate power, capacity,
          authority and legal right to enter into this Agreement and to
          carry out the transactions herein contemplated;

     (c)  AGREEMENT BINDING  - the execution and delivery of this Agreement
          and the completion of the transaction contemplated hereby have
          been duly and validly authorized by all necessary corporate
          actions and proceedings on the part of "TNRM" and this Agreement
          constitutes a legal, valid and binding obligation of "TNRM"
          enforceable against "TNRM" in accordance with its terms except to
          the extent enforcement may be limited by laws of general
          application affecting the rights of creditors and the
          availability of equitable remedies;

     (d)  NO DEFAULT, ETC -  neither the execution and delivery of this
          Agreement nor the completion of the transaction contemplated
          hereby will violate any of the terms or provisions of the
          constating documents, articles or bylaws of "TNRM" nor result in
          the breach of any term or provision of , or constitute a default
          under, any indenture, mortgage, deed of trust or other agreement
          to which "TNRM" is a party or by which it is bound; and

     (e)  NO BANKRUPTCY, ETC. - "TNRM" has not committed an act of
          bankruptcy, is not insolvent, has not proposed a compromise or
          arrangement to its creditors generally, has not had any petition
          for a receiving order in bankruptcy filed against it, has not
          made a voluntary assignment in bankruptcy, has not taken any
          proceeding with respect to a compromise or arrangement, has not
          taken any proceeding to have itself declared bankrupt or wound-up
          and has not taken any proceeding to have a receiver appointed
          over all or any part of its assets.

                                ARTICLE 8
                                EMPLOYEES,
                                ---------

8.1  TERMINATION BY "ALI" - Immediately following the Closing "ALI" shall
     terminate the employment of all employees, if any, then employed by it
     in the Business (or shall reassign such  ernployees to other
     employment with "ALI") effective as of midnight on the Closing Date,
     and "ALI" shall thereafter be responsible for and pay all wages,
     salaries, bonuses and other  compensation and benefits due or accruing
     due to such employees prior to the Closing date as well as all
     severance costs, if any, as may be payable to such employees as a
     result of the termination of their employment as herein contemplate,

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8.2  EMPLOYMENT BY "TNRM".  In accordance with the management agreement
     described in section 9, I of this Agreement, immediately following the
     Closing "ALI" shall be responsible for and provide all employees
     required to operate the Business at the same salary and benefits as
     currently paid by "ALI" and identified in Schedule C.

8.3  INDEMNITY FROM "ALI".  "ALI" shall indemnify and save harmless "TNRM"
     from and against any and all claims by any employees of the Business
     for or with respect to wages, salaries, bonuses and other compensation
     and benefits and severance costs.

                                ARTICLE 9

                         MANAGEMENT OF BUSINESS
                         ----------------------

9.1  MANAGEMENT  AGREEMENT.  "TNRM" shall enter into a management agreement
     with "ALI" in respect of the management of the day to day operation of
     the Business by "ALI" in the form set out in Schedule D to this
     Agreement.
                               ARTICLE 10
                         RIGHT OF FIRST REFUSAL
                         ----------------------

10.1 "ALI" 'S RIGHT OF FIRST REFUSAL.

(a)  "TNRM" shall not, within five years of the date of this Agreement,
sell, transfer or otherwise dispose of, or offer to sell, transfer or
otherwise dispose of, the Business or all of the shares of any subsidiary
of "TNRM" which owns the Business (the "Investment") unless "TNRM" first
offers to "ALI" by notice in writing (the "Offer") delivered to "ALI" the
prior right to purchase, receive or otherwise acquire the Investment.

(b)  The Offer shall state that "TNRM" has determined to sell the
Investment and shall set forth:

     (i)  the Investment offered for sale, which must represent 100% of the
     Investment then held by "TNRM",

     (ii) the consideration therefor expressed only in lawful money of the
     United States of America and shall be expressed in the aggregate and,
     if the Investment involves the sale of shares, in amounts per share
     (the "Investment Purchase Price");

     (iii)  that the terms and conditions of the sale are that at Closing,
     100%  of the Investment Purchase Price is to be paid by certified
     check to "TNRM"; and

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     (iv) that the Offer shall either be accepted in its entirety or not at
     all and that it is open for acceptance by "ALI" for a period of 60
     days after receipt of such Offer by "ALI".

(c)  If the Offer is not wholly accepted by "ALI" within the 60 days that
it is open, "TNRM" may, within 120 days after the expiry of the said 60 day
period for acceptance, sell, transfer or otherwise dispose of the whole and
not less than the whole of the Investment to any other person, firm or
corporation (a "Third Party") for not less than the price and on terms and
conditions of payment not substantially more favorable to the Third Party
than those set out in the Offer.  Upon the expiry of the said 120 day
period without the completion of a sale to a Third Party, the provisions of
section 10.1 shall again become applicable to the sale, transfer or other
disposition of the Investment and so on from time to time.

(d)  Upon the acceptance of the Offer in whole, a binding contract of sale
and purchase of the Investment at the price and on the terms and conditions
referred to above shall be deemed to come into existence, and "ALI" shall
purchase, and "TNRM" shall sell, at the purchase price determined as
aforesaid, the Investment and the closing of the purchase and sale thereof
shall take place at the registered office of "TNRM" at I 0: 00 a. m. on the
3Oth day following the date of acceptance of the Offer or, if that day is
not a business day then on the next business day (or such other date as the
parties thereto may agree), at which time the appropriate parties shall
execute and deliver such certified checks, share certificates (duly
endorsed for transfer), instruments, conveyances, assignments, and releases
and other documents as may be reasonably required to effect and complete
the sale of the Investment, which shall be sold free and clear of all
charges, security interests, encumbrances.. pledges, mortgages, liens,
hypothecation's and adverse claims whatsoever (but subject to the terms of
this Agreement),

(e)  Notwithstanding the foregoing, "TNRM" may sell, assign or transfer any
or all of its interest in the Business or in Assets or in any subsidiary
which owns the Business or Assets to an affiliate.
                               ARTICLE  II

                          SURVIVAL AND REMEDIES
                          ---------------------

     11.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, ETC.  Notwithstanding
any investigations made by "TNRM" or its representatives prior to closing,
the representations, warrants, covenants and agreements of "ALI" contained
in this Agreement and in any certificate or other  document delivered
pursuant hereto shall survive the Closing, and notwithstanding the
completion of the purchase and sale herein provided for or any
reorganization, amalgamation, sale, transfer or assignment of "ALI", "TNRM"
or the Business, shall continue in full force and effect, except to the
extent expressly waived in writing by "TNRM".

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<PAGE>

     11.2 REMEDIES FOR BREACH.  In the event that any of the
representations or warranties of "ALI" are found to be untrue or there is
a breach of any covenant or agreement of "ALI", "TNRM" shall have the
right, without prejudice to any other rights or remedies which it may have,
to claim from "ALI" a reduction of the Purchase Price equivalent to the
loss or damage suffered by "TNRM" as a result of such misrepresentation or
breach of warranty, covenant or agreement and without limiting in any
manner the rights of "TNRM" with respect thereto, any such claim may be set
off against any amount howsoever owing to "ALI" by "TNRM".
                               ARTICLE 12
                        MISCELLANEQUS PROVISIONS
                        ------------------------

     12.1 ANNOUNCEMENTS.  No announcement or news release shall be
authorized, made or published by either "ALI" or "TNRM" relating to the
transactions herein contemplated without the prior written consent of 'the
other, such consent not to be unreasonably withheld, except to the extent
required by law, regulatory authority or rules of any stock exchange, and
in any event no announcement or news release shall be authorized, made or
published without first informing the other party of the contents thereof.

     12.2 COSTS.  Each party to this Agreement shall be responsible for the
payment of all costs and expenses incurred or to be incurred by it,
including all fees and disbursements of its legal, accounting and other
professional advisors and consultants, in negotiating and preparing this
Agreement and in otherwise performing the transactions contemplated by this
Agreement,

     12.3 BROKERS. "ALI" and "TNRM" represent and warrant to each other
that no broker, agent or other intermediary acted for it in connection with
the transactions contemplated herein in such a manner as to give rise to
any claim against the other for any brokerage fees, finder's fees,
commissions or other like payments with respect to the transactions herein
contemplated and each of the parties does hereby agree to indemnify and
save harmless the other from and against any such claims whatsoever.

     12.4 ENTIRE AGREEMENT.  This Agreement and the terms hereof shall
constitute the entire agreement between the parties hereto with respect to
all of the matters herein and shall supersede all previous negotiations and
agreements with respect to the matters herein, and this Agreement shall not
be amended, altered or qualified except by a memorandum in writing,,
executed by or on behalf of all of the parties hereto, and any purported
amendment, or alteration or qualification hereof which is not so evidenced
shall be null and void.


     12.5 RISK OF LOSS.  In the event that any of the Assets are lost,
damaged, or destroyed or expropriated or seized by governmental or other
authority prior to the

                                   17

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time of Closing and the loss or impairment of such Assets materially
adversely affects the continued operation of the Business in the opinion of
"TNRM", then "TNRM" may, at its option, terminate this Agreement and it
shall not be liable to "ALI" in respect of so doing.  In the event that
such loss or impairment of the Assets does not materially adversely affect
the operation of the Business in the opinion of "TNRM", neither "ALI" nor
"TNRM" shall be entitled to terminate this Agreement, rather the Purchase
Price shall be reduced by an amount equal to the value of such loss as
determined by reference to the Purchase Price allocation herein provided
and the parties shall remain obligated to complete the transactions
contemplated herein,

     12.6 NOTICES.  All notices, requests, demands or other communications
required or permitted to be given by one party to another hereunder shall
be given in writing delivered to or sent by telecopier or by postage
prepaid registered mail to the other party at the following addresses:

                                TO "ALI":

               ACTIVITY LINK, INC., "ALI"
               3732 BENNINGTON COURT
               CARLSBAD, CALIFORNIA  92008

               ATTENTION:     PRESIDENT-DAVID W. WALLGREN

               TELECOPIER: 760-733-3663

                               TO "TNRM"-

               TRI-NATIONAL DEVELOPMENT CORP.
               SUITE 140- 480 CAMINO DEL RIO S. 
               SAN DIEGO, CALIFORNIA  92108

               ATTENTION-     PRESIDENT-MICHAEL A. SUNSTEIN

               TELECOPIER:    619-718-6377

     or at such other address as may be indicated by any party by written
     notice to the other and such notices, request, demands or other
     communications shall be deemed to have been received when delivered or
     sent by telecopier or, if mailed, four (4) business days after the
     mailing thereof.



     12.7 ATTORNMENT. Each of the parties hereto irrevocably attorns and
submits to

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<PAGE>

the exclusive jurisdiction of the courts of the State of Nevada.

     12.9 COUNTERPARTS. This Agreement may be executed by the parties by
          facsimile and in counterparts,

     12.9 ENUREMENT AND ASSIGNMENT. This Agreement shall enure to the
          benefit of and be binding upon the parties hereto and their
          respective successors and assigns.  "TNRM" may assign this
          Agreement to a wholly owned subsidiary, provided that "TNRM"
          remains obligated to issue the shares described in subsection
          3.2(b).


     12.10  TIME OF ESSENCE.  Time shall be of the essence of this
            Agreement and of every part hereof and no extension or
            variation of this Agreement shall operate as a waiver of this
            provision,

     12.11  GOVERNING LAW. This Agreement shall be governed by and
            construed in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement
as of the day and year first above written,

ACTIVITY LINK, INC.

Per: ________________________________
     David W. Wallgren, President


TRI-NATIONAL RESORT MANAGEMENT, INC.



Per: ___________________________________
     Michael A. Sunstein, President



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