PURCHASE and SALE AGREEMENT

Received from Michael Gunter $10,000.00 American Dollars in the form of a Note for $ 10,000.00 due upon default, paid or delivered to agent as Earnest Money which will be held by designated escrow.

PURCHASER: Michael Gunter who is desirous of purchasing the herein described fee simple Real Estate and all attached improvements from Seller(s) upon the terms and conditions as set forth hereinbelow.

SELLER(s): David D. BRUEN & Steven CLANCEY, who are the owner(s) of the herein described real estate and all attached improvements and will sell the fee simple Real Estate to said Purchaser upon the terms and conditions as set forth hereinbelow.

The values stated herein for the real estate represent the actual fair market values being purchased as agreed to between the Purchaser and the Seller in an arm's length transaction. O at the price at which the property would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.

# 6 . If financing is required Purchaser agrees to make application within 5 business days, sign necessary papers upon approval, pay normal loan costs and exert best efforts to procure such financing. This offer to purchase is subject to approval and disbursement of said commercial financing.

# 7 .PAYMENT AS FOLLOWS: Seller subordinates to a Commercial Loan and carries back a promissory note secured by a 2nd Deed of Trust for the balance owing):

Purchaser agrees to immediately apply for a Commercial Loan in the approximate amount of $175,000.00 , plus loan fees and closing costs, (and pay to the terms thereof) which shall be secured by a 1st Deed of Trust and is to be amortized over a period of 240 months within one week from date of Seller's acceptance. Total payment shall approximate $ 2,050,00 per month, or more @ Purchaser's option, including Principal and Interest at 13% (+/-) computed on the declining balances.

The Seller agrees to subordinate for this interim financing, and will again subordinate within 5 years following closing for a replacement loan, if requested. However, the amount then being re-financed and interest rate then to be charged will not be greater than the initial loan and interest rate charge of the loan which is to be replaced. This sale is subject to the Purchaser securing the initial necessary financing.

Purchaser agrees to sign a promissory note secured by a 2nd Deed of Trust for a balance of $525,000.00 , the terms of which are incorporated herein by reference.

The monthly payment (P&I) on said note shall be $4,037.26 (or more at Purchaser's option), and shall include interest at the rate of 8.5 % per annum, computed upon the declining balances. First payment on said note shall commence 30 days from the date of closing, interest shall commence as of closing. This is a 30 year amortization with a 10 year balloon.

# 8 . BALLOON PAYMENTS: In addition Sixty [60] months from the date of closing (or before at Purchaser's option), Purchaser agrees to pay off any remaining contractual balance owing to the Seller. Seller, may at his option, elect to have the payments continued for an additional period of time.

# 10 . CONDITION OF TITLE: Unless otherwise specified in this Agreement, title to the Property at closing shall be free of all encumbrances and defects. Presently recorded reservations, covenants, conditions and restrictions, easements and existing building or zoning regulations or restrictions shall not be considered encumbrances and defects provided they do not interfere with Buyer's intended use of the Property. Buyer shall conclusively be deemed to have accepted the condition of title unless Agent receives written notice of Buyer's objections within days******** (seven [7] days if not filled in)********* after the preliminary commitment for title insurance is made available to the Buyer. Encumbrances to be discharged by Seller shall be paid from Seller's funds at closing.

Seller agrees to furnish and deliver to office of closing agent a standard form policy of title insurance of report as soon as procurable a preliminary thereto issued by Rainier Title Insurance Company and Seller authorizes agent to apply at once for such title insurance.

# 11.ENCUMBRANCES TO BE SHOWN ON DEED OF TRUST - Seller Financing: Seller agrees that the Deed of Trust which is to be executed @ Closing shall be subject only to those encumbrances stated on the Purchase & Sale Agreement, or those not inconsistent with Purchaser's intended use.

# 12 . THIS OFFER TO PURCHASE INCLUDES THE FOLLOWING ADDITIONAL ADDENDUM & EXHIBITS which will be provided to the Purchaser(s) within 24 hours of Seller's acceptance, all of which shall be subject to the Purchaser's approval per the terms & conditions of this Purchase & Sale Agreement.

# 13 . " AS IS " CONDITION: The parties acknowledge that all prior understandings and agreements between them are merged in this Agreement, which is entered into after careful review, with neither party relying on any express or implied representation, warranty, guaranty, promise, nor understanding not set forth herein, whether made by a party or by any real estate broker agent, employee, or other person claiming to represent Owner.

Purchaser is aware of the condition of the Property, having thoroughly inspected same, and agrees to take the same "as is" in its condition on the date hereof, less ordinary wear and tear and damage by fire or other casualty up to and including the Closing Date. And without any obligation or liability of Owner as to any condition heretofore or hereafter caused by Purchaser. Except as set forth herein, Owner makes no representation as to the physical nor mechanical condition of equipment, wiring, plumbing, building expenses, revenues, operation, tenant list (if any), or any other matter regarding the real property.

# 15 .INSPECTION: This offer is subject to Purchaser's final inspection of subject premises, all books, records, tax statements, rental and lease agreements pertaining to the operation thereof within 14 DAYS after mutual acceptance hereof, and failure of Purchaser to give Purchaser's approval in writing to the Seller and/or Agent herein within said 14 DAY period shall render this Agreement null and void and earnest money shall be returned to Purchaser. Seller agrees to make said premises, all books, records, tax statements, rental and lease agreements available to Purchaser for Purchaser's inspection upon mutual acceptance of this Agreement and through said 14 DAY inspection period.

# 16 . PERSONAL PROPERTY: Upon acceptance of this offer, Seller shall within ten (10) working days, provide the Broker a description of all existing personal property complete with the model and serial numbers.

# 17 . PAYMENT OF TAXES: Purchaser will provide Seller with proof of property tax payment no later than June 1st of each year as to the first half of said property taxes and no later than December 1st of each year as to the 2nd half of said property taxes.

# 18. FULFILLMENT DEED OR DEED OF RECONVEYANCE HELD IN TRUE ESCROW: Seller agrees to sign @ closing a FULFILLMENT DEED or a DEED OF RECONVEYANCE, whichever is applicable, that is to be held in a true escrow pending payment of funds as stipulated herein by the Seller. This Deed which will be held in true escrow shall not be released until full payment of funds due and owing has been documented to the "true escrow." Seller shall decide which true escrow will hold documents. The set-up fee of approximately $50.00 shall be borne by the Purchaser.

# 19 . CONTRACT COLLECTION POINT: Broker suggests Pierce County Escrow for contract collections and holding of important documents, costs of set up and collection shall be equally divided between Purchaser and Seller.

Consent to Sell: Seller hereby acknowledges that there are no "due on sale" clauses or other terms or conditions in Seller's underlying encumbrance affecting Seller's right to convey subject property without acceleration and/or penalty.

If Buyer has any questions regarding the condition of the Property, Buyer's offer should be made subject to a structural and/or home inspection of the property.

Utilities/Appliances: Seller warrants that the electrical, plumbing and heating/cooling systems, sewage systems, and all appliances will be good working order at the time of possession or closing, whichever is first, except for the following:

Shares in light and/or water companies and associations, if any, shall be included in the sale, unless otherwise noted. Seller has no knowledge of any needed repairs to the sewage system. If the Property is served by a septic system, Seller will will not have the septic tank pumped prior to closing, and will

will not provide a Health Letter prior to closing. If the property is served by an individual private well, Seller will will not provide an additional water test (primary inorganic chemical test) of well water which meets State Dept. of Health Services standards. If Buyer wishes any additional type of water test Buyer should make such request in an addendum attached to this Agreement.

Buyer agrees to assume such lease(s) at closing, if any, unless a lender providing financing or the Lessor requires such fixtures to be purchased, in which event Seller agrees to purchase such fixtures and convey them to Buyer at closing.

Property Maintenance: Seller will maintain the Property and yard in present or better condition until the earlier of closing or agreed possession. Seller will remove all of Seller's personal property, trash, debris, and all articles not agreed to be left at closing.

Boundaries/Square Footage: Seller makes no representations regarding the locations or length of the boundary lines or the square footage of the house and other improvements. Buyer agrees that Buyer is not relying on any information provided through the Multiple Listing Service or the real estate agents regarding boundaries and square footage.

Hazardous or Toxic Materials: Seller/Lessor has no knowledge of the presence of any hazardous or toxic materials upon the premises other than materials used by Seller at this real estate. For purposes of this Agreement, "hazardous or toxic materials" shall mean wastes, substances, materials, smoke, gas or particulate matter designated as hazardous or toxic under any environmental law. "Environmental law shall be interpreted to mean the Federal Comprehensive Environmental Response Compensation and Liability Act, as amended (42 U.S.C. s 9601 AT 502). Or any other similar federal, state or local environmental, health or safety laws, rules or regulations applicable to or imposing liability or standards concerning or in connection with hazardous or toxic wastes, buried fuel tanks, substances, materials, smoke gas or particulate matter. ********** Seller/Lessor shall hold Purchaser/Lessee********* harmless from any legal action and/or future liability

Statement made and information given to the Purchaser regarding the real estate upon which the buyer has relied in agreeing to purchase the *******real estate/business****** are true and accurate and no known & significant material fact has been withheld from the purchaser.

Incurring Debt: The Seller agrees not to incur any additional debts or make any loans against the property being conveyed through this escrow from this date forth.

Sole Owner: The Seller(s) herein warrants that they are the sole owners of said real estate with a full right to sell or dispose of it as it they may choose and that no other person or persons whatsoever have any claim, right, title, interest, or lien in, to or on said real estate except as sated herein.

# 21. INCLUDED ITEMS: All attached apparatus and fixtures including, but not limited to, the following are included in the sale unless otherwise noted: Plumbing and light fixtures and bulbs (except floor, standing and swag lamps), attached television antenna (except satellite dish), all attached floor coverings, trees, plants and shrubs in the yard, built -in appliances, shades, blinds, curtain rods, bathroom fixtures, awnings, attached heating and cooling systems, attached irrigation equipment. The following items, if any, are included in the sale whether attached or not unless otherwise agreed: Screens, storms windows, screen doors, fireplace insert, attached fireplace screens and all oil or other fuel on hand at the time of possession.

# 22 . CASUALTY/LOSS: If, prior to closing, the Property or improvement(s) on the Property are destroyed or materially damaged by fire or other casualty, Buyer may elect to terminate this Agreement, and the earnest money shall be refunded to Buyer.

# 23 . OTHER TERMS AND CONDITIONS: Buyer's offer is subject to the results of any of the following inspection at Buyer's expense (which have been checked by Buyer) according to the terms set forth on Addendum

# 24. PREVAILING INSTRUMENT: In the event of a conflict in the terms and conditions of this Purchase and Sale Agreement with the actual Sales Contract that will be presented and signed at closing, the terms and conditions of this Agreement shall prevail; that is, unless specific written changes in the Escrow Instructions and/or the Sales Contract have been approved in writing by both the Buyer and Seller.

The agreements, representations and warranties contained herein, if any, shall survive closing. And in the event that such Agreements, representations and warranties shall conflict with any document prepared and executed at closing, the Agreement, representation and warranty contained herein shall control unless otherwise expressly provided in such closing document or written escrow instructions.

# 25 . Attorneys' Fees. In the event of litigation to enforce this Agreement or any provision thereof, the prevailing party, in addition to other relief awarded, shall be entitled to recover its reasonable attorneys' fees, including fees on appeal, if any.

# 26. FAXES: Faxed documents shall be considered the same as originals. However, the parties should use best efforts to get any signed original document(s) to the appropriate real estate agent or escrow company as soon as possible.

# 27. CLOSING INSTRUCTIONS: It is the intention of all concerned parties to expeditiously close out this Purchase & Sale Agreement as soon as possible, ideally by: Removal of contingencies, but in any event no later than May 31, 1996 which shall be the termination date of this agreement unless Purchaser & Seller mutually agree to an extension.

The operation of this business and the income and expenses attributable thereto up to 12:01 A.M. on the Closing Date (the "adjustment time") shall be for the account of Seller and thereafter shall be for the account of Buyer. Expenses such as power and utility charges, and similar prepaid and deferred items shall be prorated between the Seller and Buyer.

All prorations shall be made and paid insofar as feasible on the Closing Date, with a final settlement within 60 days after closing date. If not paid in cash, any net adjustment to Buyer's account shall result in a credit against the principal amount of Seller's note or as a credit against the next payment(s) due to the Seller.

# 28 . Default: There are no verbal or any other agreement that modify or affect this agreement. Time is of the essence! In the event of default by Buyer, Seller shall have the election to either: (a) retain the earnest money as liquidated damages or (b) collect actual damages or (c) file a legal action for specific performance together with any incidental damages. Or, if the Seller shall default, Purchaser shall have the election to (a) collect actual damages or (b) file a legal action for specific performance together with any incidental damages.

If Buyer, Seller or Agent shall institute suit to enforce any rights hereunder, the successful party shall be entitled to court costs and reasonable attorney fees. In the event that either the Purchaser or Seller shall so default, Broker shall entitled thereto such commission(s) by defaulting party as would have been payable by Seller in the absence of such default.

# 30 . Pro-rations, if applicable. Rents, taxes, premiums on insurance acceptable to Purchase, interest, and other expenses of the property are to be pro-rated as of date of closing******** or possession********. Security deposits, advances rentals or considerations involving future lease credits shall also be credited to Purchaser at closing.

# 31 . CHANGE OF UTILITIES: Change of record on phone service and utilities will be taken care of between the parties hereto, outside of escrow, and the escrow company shall not be concerned with same.

# 33 . PRESENT CONDITION/CONTINUOUS OPERATION OF PROPERTY: Purchaser offers to purchase the property in its present condition, on the terms noted. Seller shall continue to operate the improvements located on subject property in the ordinary and customary course of business between the date hereof and the closing date. Such operation shall include the continuation of the same level of management, maintenance and repair as currently existed at the time of the physical inspection of the property by Purchaser, except for normal wear and tear.

#34. CLOSING ESCROW: Pierce County Escrow Company, an Impartial 3rd Party, which is located @ 3730 South Pine Street, Tacoma, Washington, #98409. Telephone # is (206) 475-5551. FAX # (206) 474-5479.

The escrow attorney will not represent the buyer nor the seller. I understand that I may have my own attorney represent me and review the proposed closing documents prior to closing.

Escrow fees are equally divided between the Purchaser & the Seller. They can vary in amount depending upon the complexity of the transaction, i.e., how many contracts and leases are drawn up and how much extra work your attorney(s) create. Phone the Escrow attorney for an exact amount - Business escrow fees are generally higher than house, i.e., real estate, escrow fees because of the associated complexity and liability. Additionally, fees for legal work outside of normal closing costs shall be billed to the Purchaser(s) or Seller(s), i.e., whomever is responsible for requiring the additional work.

Real Property Taxes payable for the year shall be pro-rated between Seller and Purchaser as of and at the date of closing. Personal property taxes arrearage will be paid by Seller to the date of closing.

# 35. COST OF ESCROW: Unless limited by law or modified by the terms of this Agreement, Buyer and Seller shall pay at closing all customary and usual closing costs and fees, including but not limited to the following: Seller shall pay the Excise Tax amounting to 1.53% (county) to 1.78% (city), the cost of the owner's standard form of title insurance, any lender-required inspections, recording fees and Seller's half share of escrow. Buyer, however, shall pay all other costs and fees associated with the financing, recording fees and Buyer's half share of the escrow fees. Taxes for the current year, rents, and interest shall be pro-rated as of the date of closing, or possession, if later.

# 37. HOLDER OF EARNEST MONEY FUNDS: Pierce County Escrow Company which is located @ 3730 South Pine Street, Tacoma, Washington, #98409. Telephone # is (206) 475-5551. FAX # (206) 474-5479.

# 38. REFUND OF EARNEST MONEY: In the event the Purchaser cannot consummate this investment purchase through NO fault of his own, the earnest money deposit will be refunded in full LESS any amount expended for an appraisal, credit report, U.C.C. filing search, escrow services, or other expenses incurred and agreed to herein, or for other services which the Purchaser would obviously derive benefit from regardless if this sale had been consummated. If, however, the Purchaser defaults in the terms and conditions of this Purchase and Sale Agreement, then the Earnest Money Deposit shall be forfeited and evenly divided, i.e., 50/50%, to the Seller and Fortt Exchequer Investments.

Fortt Exchequer Investments legally represented the Buyer although it had a fiduciary relationship with the Seller. Seller, however, (see below) shall be responsible for all commissions due and payable.

# 40 . RECEIPT OF COPY: The undersigned Purchaser hereby acknowledges receipt of a copy hereof and acknowledges further that he has not received nor relied upon any statements or representations by the undersigned Agent which are not herein expressed, including any statements or representations regarding the effect of this transaction upon purchaser's tax liability, and he has carefully read this agreement and clearly understands the same and accepts the terms herein.

# 41 . Acceptance. The offer is subject to the approval of the Seller by midnight of April 12 ,1996 . In consideration of agent submitting this offer to Seller, Purchaser agrees with the Agent not to withdraw this offer during said period, or until earlier rejection thereof by Seller. Purchaser agrees that written notice of acceptance or rejection given to Agent by Seller shall be notice to Purchaser. If Seller does not accept this agreement within the time specific, the Agent shall refund the earnest money upon demand.

Contingency #2: Subject to attorney/accountant review, if desired, which shall be deemed waived and satisfied unless Purchaser exercises the rights under this contingency and gives notice thereof to Seller within 10 business days following mutual acceptance of the Agreement.

This is a legally binding document. Read it carefully. If you do not understand it, consult an attorney or a tax accountant. The Investment Broker is not authorized nor qualified to give advice in either one of these specialized fields of knowledge.

Seller hereby certifies below that all of the above information pertaining to this business entity, building and/or investment property is true and accurate to the best of his/her knowledge.