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Utah-St. George-1450 South Hilton Drive Real Estate Purchase Contract - East Bay Lodging Associates Ltd., Wade Cook Seminars Inc. and St. George Inn LC

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To:               Wade R. Cook
From:             Glen Overton
Subject:          Property #UT-040, St. George, Utah
Date:             August 15, 1997

                                   HILTON INN

Location:           1450 South Hilton Drive
                    St. George, Utah  84770

                    Property sets on approximately 5.5 acres

Description:        Existing 100 units,  2-story inn with  attached (and leased)
                    Tony Romas Restaurant and service station site. The U-shaped
                    building  surrounds a courtyard with an outdoor pool and hot

Time Line:          Offer to be made 8/14/97
                    Projected closing, October, 1997

Hotel Cost:         Purchase  offer is for  $4,050,000  ($3.8  mil hotel & $250k
                    service  station)  Y.E.  1996 NOI of  $518,000 = a hotel cap
                    rate of 13.63

Distribution:       East Bay Lodging Associates, Ltd to receive 50% ownership
                    Wade Cook Seminars, Inc. to receive 50% ownership.

Investment:         East Bay Lodging  Associates, Ltd to invest $500,000 cash as
                    down payment  plus given credit for locating and  organizing
                    purchase,  overseeing  ownership  transfer,  and secure debt
                    financing for $3,050,000.

                    Wade Cook Seminars,  Inc. to invest $800,000 cash,  $500,000
                    as down  payment  and  $300,000  for capital  renovation  as
                    required by franchise.

Cook Payments:      $250,000 due August 28, 1997
                    $250,000 due September 15, 1997
                    $250,000 due October 15, 1997
                    $50,000 due November 15, 1997

Agreement Accepted by

/s/ Wade Cook                                8/22/97
-----------------------------------          ---------------------------
Wade Cook Seminars, Inc. by                  Date
Wade Cook, ---------


                          REAL ESTATE PURCHASE CONTRACT

     This is a  legally  binding  Contract.  It has  been  prepared  by the Utah
     Association  of  REALTORS(R)  for the use of its  members  only,  in  their
     transactions with clients and customers. Parties to this Contract may agree
     in writing to alter or delete provisions of this Contract. Seek advice from
     your  attorney  or tax advisor  before  entering  into a binding  Contract.

                              EARNEST MONEY RECEIPT

The Buyer,  Glen  Overton/East  Bay  Lodging,  offers to purchase  the  Property
described  below and delivers as Earnest Money Deposit  $500.00 in the form of a
check to: Associated Title Company.

[ ]   The Brokerage, to be deposited within three business days after Acceptance
      of this Offer to Purchase by all parties.
[X]  The Title/Escrow Company identified below.

Broker or Title Escrow Company:  Associated Title Company
Address: -------------------------------
Received by:  Mary Lou Webster on ----------        Phone Number:  801-383-0909

(If Title/Escrow Company) for deposit no later than -----------------


                                OFFER TO PURCHASE

1.   PROPERTY:  The Hilton Inn & Service Station, approximately 6 acres. 
        Exhibit A attached.
     Address:  1450 Hilton Drive, City of St. George, County of Washington,
        State of Utah
     For legal description, see:  [  ]  Attached Addendum #_______.  [  ] 
     Preliminary title report when available as provided below.

     1.1  INCLUDED ITEMS.  Unless included  herein,  this sale shall include all
          fixtures  presently  attached to the Property.  The following personal
          property  shall  also be  included  in this  sale and  conveyed  under
          separate Bill of Sale with warranties as to title: All.

     1.2  EXCLUDED ITEMS. These items are excluded from this sale: None.

2.   PURCHASE PRICE AND FINANCING.  Buyer agrees to pay for the Property as

     $500,000 Earnest Money Deposit

     $---------  Loan Proceeds:

     []   Representing  the  liability  to be assumed by Buyer under an existing
          assumable  loan ( with without  Seller being released of liability) in
          this  approximate  amount with Buyer  Seller  agreeing to pay any loan
          transfer and assumption fees. Any [illegible]  differences between the
          approximate  balance of the loan shown above and the actual balance at
          Closing shall be then adjusted in cash other.

     []   From new  institutional  financing  on terms no less  favorable to the
          Buyer than the  following:  ---------  (interest rate for first period
          prior to  adjustment,  if  any):  -----------  (amortization  period):
          ----------(term).  Other than these,  the loan terms shall be the best
          obtainable under the loan for which the Buyer applies below.

     []   From  Seller-held  financing,  as  described  in the  attached  Seller
          Financing Addendum.

     $---------- Other: -----------------------

$ 3,500,000  Balance of purchase price in cash at closing


3.   CLOSING. This transaction shall be closed on January 2, 1998. Closing shall
     occur when:  (a) Buyer and Seller have signed and  delivered  to each other
     (or to the escrow/title  company), all documents required by this Contract,
     by the lender, by written escrow  instructions  signed by the Buyer and the
     Seller,  and by  applicable  law; (b) the monies  required to be paid under
     these documents have been delivered to the escrow/title company in the form
     of collected or cleared funds; and (c) the deed which the Seller has agreed
     to deliver under Section 6 has been  recorded.  Seller and Buyer shall each
     pay one-half of the escrow  Closing  fee,  unless  otherwise  agreed by the
     parties in writing.  Taxes and assessments for the current year, rents, and
     interest  on assumed  obligations  shall be  prorated  as set forth in this
     Section.  All  deposits  on  tenancies  shall  be  transferred  to Buyer at
     Closing.  Prorations set forth in this Section shall be made as of the date
     of Closing: [X] date of possession; [ ] other.

4.   POSSESSION. Seller shall deliver possession to Buyer by 11:59 p.m., October
     1, 1997.

5.   CONFIRMATION  OF AGENCY  DISCLOSURE.  At the signing of this  Contract  the
     Listing Agent, Kimball Investment Company, represents [X] Seller [ ] Buyer,
     and the Selling  Agent (None)  represents  Seller  Buyer.  Buyer and Seller
     confirm  that prior to signing  this  Contract  written  disclosure  of the
     agency  relationship  was  provided  to him/her.  ( ) Buyer's  initials ( )
     Seller's initials. A brokerage commission equal to 1% of the purchase price
     shall be paid by Seller in cash at closing to Kimball Investment Company.

6.   TITLE TO  PROPERTY  AND TITLE  INSURANCE.  (a) Seller has, or shall have at
     Closing, fee title to the Property and agrees to convey such title to Buyer
     by [ ] general [X] special warranty deed, free of financial encumbrances as
     warranted  under  Section 10 (?); (b) Seller agrees to pay for, and furnish
     Buyer at  Closing  with a current  standard  form  Owner's  policy of title
     insurance in the amount of the Total Purchase  Price;  (c) the title policy
     shall  conform with Seller's  obligations  under  Subsections  (a) and (b).
     Unless  otherwise  agreed under Section 8.4, the  commitment  shall conform
     with the title insurance commitment provided under Section 7.1.

          [X] The Buyer elects to obtain a full-coverage extended ALTA policy of
          title insurance under 6(b). The cost of this coverage, above that of a
          standard Owner's policy, shall be paid for by the [X] Buyer, Seller.




     7.1  SELLER DISCLOSURES. The Seller will deliver to the Buyer the following
          Seller Disclosures no later than the number of calendar days indicated
          below which shall be days after Acceptance.


     [ ]   (a) a Seller Property Condition Disclosure for the
           Property, signed and dated by Seller:

     [X]  (b) a commitment for the policy of title insurance  required      15
          under Section 6, to be issued by the title insurance company
          chosen by Seller,  including  copies of all documents listed
          as Exceptions on the Commitment:

     [ ]  (c) a copy of all loan  documents  relating  to any loan now
          existing which will encumber the Property after Closing:

     [ ]  (d) a copy of all leases and rental agreements now in effect      15
          with regard to the  Property  together  with a current  rent

     [ ]  (e)  operating  statement  of the  Property for December 31,      15
          1996 full fiscal years of operation  plus the current fiscal
          year through July 1997: (f) tenant Estoppel agreements:

     Seller agrees to pay any charge for  cancellation  of the title  commitment
     provided under Subsection (b).

     If Seller does not provide  any of the Seller  Disclosures  within the time
     periods  agreed  above,  the Buyer may either waive the  particular  Seller
     Disclosure  requirement  by taking no timely action or the Buyer may notify
     the Seller in writing  within 5 calendar  days after the  expiration of the
     particular  disclosure time period that the Seller is in Default under this
     Contract  and  that  the  remedies  under  Section  15 are  at the  Buyer's
     disposal.  The holder of the Earnest Money Deposit shall, upon receipt of a
     copy of  Buyer's  written  notice,  return to the Buyer the  Earnest  Money
     Deposit without the requirement of further written  authorization  from the

     7.2  BUYER UNDERTAKINGS. The Buyer agrees to:

          [ ]  (a) apply for approval of the  assumption  or funding of the loan
               proceeds  described  in  Section 2 by  completing,  signing,  and
               delivering  to  the  Lender  the  initial  loan  application  and
               documentation  required  by the  Lender and by paying all fees as
               required by the Lender  (including  appraisal  fee) no later than
               ------- calendar days after Acceptance; and -------

          [ ]  (b) no later than -------- calendar days after Acceptance, obtain
               from the Lender to whom  application is made under Subsection (a)
               a written  commitment  to approve the  assumption of the existing
               loan  or to  fund  the  new  loan  subject  only  to  changes  of
               conditions  in  Buyer's  credit  worthiness  and to  normal  loan
               closing  procedures;  or, if Buyer  elects,  providing the Seller
               with  absolute  assurance,  within the same time frame,  that the
               proceeds  required  for  funding  the  Total  Purchase  Price are
               available. -------

          These Buyer  Undertakings are at the sole expense of the Buyer and are
          material  elements of this  Contract for the benefit of both the Buyer
          and the Seller.

          If Buyer does not initial any Buyer  Undertakings  and provide  Seller
          with written  confirmation  in the time agreed  above,  the Seller may
          either waive the particular Buyer  Undertakings  requirement by taking
          no timely action or the Seller may notify the Buyer in writing  within
          5 calendar days of the expiration of the particular  undertaking  time
          period that the Buyer is in Default  under this  Contract and that the
          remedies under Section 15 are at the Seller's disposal.  The holder of
          the Earnest  Money Deposit  shall,  upon receipt of a copy of Seller's
          written  notice,  deliver  to the  Seller the  Earnest  Money  Deposit
          without the  requirement  of further  written  authorization  from the

     7.3  ADDITIONAL  DUE  DILIGENCE.  The Buyer shall  undertake  the following
          Additional  Due Diligence  elements at its own expense and for its own
          benefit  for the purpose of  complying  with the  Contingencies  under
          Section 8.

          [](a)Ordering and obtaining an appraisal of the Property if one is not
               otherwise required under Section 7.2;

          [](b)Ordering  and  obtaining  a survey of the  Property if one is not
               otherwise required under Section 6;

          [](c)Ordering and obtaining any  environmentally  related study of the

          [X](d)Ordering  and   obtaining  a  physical   inspection   report
               regarding, and completing a personal inspection of, the Property;

          [](e)Requesting and obtaining  verification that the Property complies
               with all applicable federal, state and local laws, ordinances and
               regulations  with  regard to zoning  and  permissible  use of the

          Seller  agrees to cooperate  fully with Buyer's  completing  those Due
          Diligence matters and to make the Property available as reasonable and
          necessary for the same.

8.   CONTINGENCIES.  This offer is subject to the Buyer's approving, in the sole
     discretion,  the Seller Disclosures,  the Buyer Undertakings and Additional
     Due  Diligence  matters in Section 7.  However,  the Buyer's  discretion in
     approving the terms of the loan under  Subsection (b) is subject to Buyer's
     covenant with regard to minimally  acceptable financing terms under Section



8.1  Buyer shall have 5 calendar  days after the times  specified in Section 7.1
     and 7.2 for  receipt  of Seller  Disclosures  and for  completion  of Buyer
     Undertakings  to review the content of the  disclosures  and the outcome of
     the  undertakings.  The latest  applicable  date under  Section 7.1 and 7.2
     applies for completing a review of Additional  Due Diligence  matters under
     Section 7.3.  This time period is the length due to extensive due diligence
     being done prior to this offer being submitted.

8.2  If Buyer does not deliver a written  objection to Seller regarding a Seller
     Disclosure,  Buyer  Undertaking  or Due  Diligence  matter  within the time
     provided in Section 8.1, that item will be deemed approved by Buyer.

8.3  If Buyer  objects,  Buyer and Seller have 15 calendar days after receipt of
     the objections to resolve Buyer's objections.  Seller may, but shall not be
     required to, resolve Buyer's  objections.  Likewise,  the Buyer is under no
     obligation  to accept any  resolution  proposed by the  Seller.  If Buyer's
     objections  are not received  within the stated  time,  Buyer may void this
     Contract by providing written notice to Seller within same stated time. The
     holder of the  Earnest  Money  Deposit  shall,  upon  receipt  of a copy of
     Buyer's written  notice,  return to Buyer the Earnest Money Deposit without
     the requirement of any further written  authorization  from Seller. If this
     Contract is not voided by Buyer,  Buyer's  objection is deemed to have been
     waived. However, this waiver does not affect warranties under Section 10.

8.4  Resolution of Buyer's  objections under Section 8.3 shall be in writing and
     shall become part of this Contract.

9.   SPECIAL    CONTINGENCIES.     This    offer    is    made    subject    to:
     ------------------------------ . The terms  of the attached Addendum #1 are
     incorporated  into this Contract by this reference. 

10.  SELLER'S  LIMITED  WARRANTIES.  Seller's  warranties to Buyer regarding the
     Property are limited to the following:

     10.1 [Intentionally deleted]

     10.2 [Intentionally deleted]

     10.3 [Intentionally deleted]

     10.4 [Intentionally deleted]

     10.5 [Intentionally deleted]

     10.6 At  Closing,  Seller  will bring  current  all  financial  obligations
          encumbering  the  Property  which are  assumed in writing by Buyer and
          will discharge all such obligations which Buyer has not so assumed;

     11.  VERIFICATION OF WARRANTED AND INCLUDED ITEMS.  After all contingencies
          have  been  removed  and  before  Closing,  the  Buyer  may  conduct a
          "walk-through"  inspection of the Property to determine whether or not
          items warranted by Seller in Section 10.1,  10.2, 10.3 and 10.4 are in
          the warranted  condition and to verify that items  included in Section
          1.1 are presently on the Property. If any item is not in the warranted
          condition,  Seller will correct, repair or replace it as necessary or,
          with the consent of Buyer and (if required)  Lender,  escrow an amount
          at Closing to provide  for such  repair or  replacement.  The  Buyer's
          failure to conduct a "walk-through"  inspection or to claim during the
          "walk-through" inspection that the Property does not include all items
          referenced  in Section  1.1 or is not in the  condition  warranted  in
          Section 10, shall  constitute a waiver of Buyer's rights under Section
          1.1 and the  warranties  contained in Section 10.

          TRANSACTION.  Seller  agrees  that no changes in any  existing  leases
          shall  be  made,  no new  leases  entered  into,  and  no  substantial
          alteration or improvements to the Property shall be undertaken without
          the written consent of the Buyer.

13.  AUTHORITY  OF SIGNERS.  If Buyer or Seller is a  corporation,  partnership,
     trust,  estate,  or other entity,  the person  signing this Contract on its
     behalf  warrants his or her  authority to do so and to bind Buyer or Seller
     and the heirs or successors  in interest to Buyer or Seller.  If the Seller
     is not the vested  Owner of the  Property  but has control  over the vested
     Owner's  disposition  of the  Property,  the Seller agrees to exercise this
     control and deliver  title under this  Contract as if it had been signed by
     the Vested Owner.

14.  COMPLETE CONTRACT. This instrument (together with its Addenda, any attached
     Exhibits,  and Seller Disclosures)  constitutes the entire Contract between
     the parties and  supersedes all prior  dealings  between the parties.  This
     Contract cannot be changed except by written agreement of the parties.

15.  DISPUTE RESOLUTION. The parties agree that any dispute or claim relating to
     this Contract,  including but not limited to the disposition of the Earnest
     Money Deposit and the breach or termination  of this Contract,  shall first
     be  submitted  to  mediation  in  accordance  with  the  Utah  Real  Estate
     Buyer/Seller Mediation Rules of the American Arbitration Association.  Each
     party agrees to bear its own costs of mediation.  Any  Agreement  signed by
     the parties pursuant to the mediation shall be binding. If mediation fails,
     the procedures  applicable and remedies available under this Contract shall
     apply.  Nothing in this  Section  shall  prohibit  the Buyer  from  seeking
     specific  performance  by the Seller by filing a complaint  with the court,
     serving it on the Seller by means of summons or as  otherwise  permitted by
     law,  and  recording a lis pendens  with  -----------  regard to the action
     provided  that the Buyer  permits the Seller to refrain from  answering the
     complaint  pending  mediation.  Also,  the  parties may agree in writing to
     waive mediation.

16.  DEFAULT.  If Buyer defaults,  Seller may elect to either retain the Earnest
     Money Deposit as liquidated damages or to return



     the Earnest  Money  Deposit and sue Buyer to enforce  Seller's  rights.  If
     Seller defaults, in addition to return of the Earnest Money Deposit,  Buyer
     may elect to either accept from Seller as liquidated damages a sum equal to
     the Earnest  Money  Deposit or sue Seller for specific  performance  and/or
     damages. If Buyer elects to accept the liquidated damages, Seller agrees to
     pay the  liquidated  damages to Buyer upon demand.  Where a Section of this
     Contract  provides a specific  remedy,  the articles intend that the remedy
     shall be exclusive  regardless of rights which might otherwise be available
     under common law.

17.  ATTORNEY'S  FEES.  In any action  arising out of Contract,  the  prevailing
     party shall be entitled to costs and reasonable attorney's fees.

18.  DISPOSITION  OF EARNEST  MONEY.  The  Earnest  Money  Deposit  shall not be
     released  unless it is  authorized  by: (a) Section  7.1,  7.2 and 8.3; (b)
     separate  written  agreement of the parties,  including an agreement  under
     Section 15 if (a) does not apply; or (c) court order.

19.  ABROGATION.  Except  for  express  warranties  made in this  Contract,  the
     provision of this Contract shall not apply after Closing.

20.  RISK OF LOSS.  All risk of loss or damage to the Property shall be borne by
     Seller until Closing.

21.  TIME IS OF THE  ESSENCE.  Time is of the  essence  regarding  the dates set
     forth in this  transaction.  Extensions must be agreed to in writing by all
     parties. Performance under each Section of this Contract which references a
     date shall be required  absolutely by 5:00 p.m. Mountain Time on the stated

22.  COUNTERPARTS AND FACSIMILE (FAX) DOCUMENTS.  This Contract may be signed in
     counterparts,  and each counterpart  bearing an original signature shall be
     considered one document with all other bearing  original  signature.  Also,
     facsimile  transmission of any signed original document and re-transmission
     of any signed  facsimile  transmission  shall be the same as delivery of an

23.  ACCEPTANCE.  Acceptance occurs when Seller or Buyer, responding to an offer
     or  counteroffer of the other:  (a) signs the offer or  counteroffer  where
     noted to indicate  acceptance;  and (b)  communicates to the other party or
     the other party's agent that the offer or  counteroffer  has been signed as

24.  OFFER AND TIME FOR ACCEPTANCE. Buyer offers to purchase the Property on the
     above  terms and  conditions.  If Seller  does not accept  this offer AM PM
     Mountain Time,  August 25, 1997, this offer shall lapse,  and the holder of
     the Earnest Money Deposit shall return it to the Buyer.

/s/ Glen Overton
--------------------------------------            ------------------------------
Buyer's Signature                                 Offer Reference Date

Buyer's Name (please print)

--------------------------------------            ------------------------------
Notice Address                                    Phone


[ ]  Acceptance of Offer to Purchase:  Seller accepts the foregoing offer on the
     terms and conditions specified above.

[Illegible]                                       8/26/97
--------------------------------------            --------------     -----------
Seller's Signature                                Date               Time

Seller's Name (please print)

--------------------------------------            ------------------------------
Notice Address                                    Phone

[ ]  Rejection:  Seller rejects the foregoing offer.

---------- Seller's initials      --------------- Date      ------------ Time

Counter Offer: Seller presents for Buyer's Acceptance the terms of Buyer's offer
subject to the exceptions or  modifications as specified in the attached Counter
Offer #------------.