Red Lion Hotels Corporation
CAVANAUGHS HOSPITALITY CORP(Form: 8-K, Received: 12 June 1998, 10:09:23 AM)    
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 1998

CAVANAUGHS HOSPITALITY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

WASHINGTON

(State or Other Jurisdiction of Incorporation)

       001-13957                                        91-1032187
------------------------                           -------------------
(Commission File Number)                            (I.R.S. Employer
                                                   Identification No.)

201 W. North River Drive, Suite 100
Spokane, Washington 99201

(Address of Principal Executive Offices)

(Zip Code)

(509) 459-6100

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


 
ITEM 2. Acquisition or Disposition of Assets
On June 1, 1998, Cavanaughs Hospitality Limited Partnership, which Cavanaughs Hospitality Corporation is the majority owner and sole General Partner, acquired through a management and purchase agreement the Olympus Hotel and Conference Center, 161 West 600 South, Salt Lake City, Utah and associated Restaurants, Facilities, and adjacent rental building from Stellar Lone Star, LLC, a Washington Limited Liability Company.

The acquisition is in accordance with the Purchase and Sale Agreement dated April 28, 1998 and the First Amendment to Purchase and Sale Agreement and Hotel Management Agreement effective June 1, 1998. The acquisition shall be through management for a period from June 1, 1998 to July 1, 1998 for a sum of $80,313 and a final closing on the purchase of the assets on July 1, 1998 for a total price of $31,600,000.

The purchase price shall be paid all cash at closing. The source of funds for the acquisition will be retained earnings of the Company and funds drawn from the Company's Revolving Credit Facility. The purchase price was determined through arm s length negotiations with the Seller, an unrelated third party.

 
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits



(a) Financial Statements of the property acquired.

The financial statements required to be included in this Form 8-K will be filed by amendment to this Form 8-K not later than 60 days after the filing of this report.

(b) Pro forma financial information

The pro forma financial information to be included in this report on Form 8-K will be filed by amendment to this Form 8-K not later than 60 days after the filing of this report.

(c) Exhibits

Exhibit #10.15Purchase and Sale Agreement dated April 28, 1998 by and among Cavanaughs Hospitality Limited Partnership and Stellar Lone Star, LLC

Exhibit #10.16First Amendment to Purchase and Sale Agreement dated June 1, 1998 by and among Cavanaughs Hospitality Limited Partnership and Stellar Lone Star, LLC


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.


Dated:  June 12, 1998              CAVANAUGHS HOSPITALITY CORPORATION
        ------------------

                                   By  /s/ Art Coffey
                                       ------------------------------
                                       Executive Vice President/Chief
                                       Financial Officer



 

Exhibit 10.15

PURCHASE AND SALE AGREEMENT

Between

STELLAR LONE STAR, L.L.C., a Washington Limited Liability Company
("Seller")

and

CAVANAUGHS HOSPITALITY LIMITED PARTNERSHIP,a Delaware limited
partnership
("Purchaser")

For the Purchase of OLYMPUS HOTEL AND CONFERENCE CENTER, 161 West 600 South, Salt Lake City, Utah and associated Restaurants, and Facilities ("Hotel") and adjacent rental building ("Rental Property")


THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered by and between Stellar Lone Star, L.L.C., a Washington state limited liability company ("Seller"), and Cavanaughs Hospitality Limited Partnership, a Delaware Limited Partnership ("Purchaser") the sole general partner of which is Cavanaughs Hospitality Corporation ("CHC"), and is effective upon the date the last to sign executes and delivers this document to the other party ("Effective Date"), but is dated for reference purposes April 28, 1998.

RECITALS
Seller is the owner of the real property and improvements legally described in Exhibits A and B, which are attached to and incorporated in this Agreement by this reference. In the event Exhibits A or B are incomplete or inaccurate, the parties authorize the Title Company (defined below) to correct these exhibits. The real property and improvements described in Exhibit A have been operated under the name Olympus Hotel and Conference Center and consist of a 393 room hotel and associated restaurants, bars, rental space and meeting facilities located at 161 West 600 South, Salt Lake City, Utah 84101 (collectively "Hotel"). The real property and improvements described in Exhibit B are rental property ("Rental Property") adjacent to the Hotel.

Seller desires to sell to Purchaser, and Purchaser desires to acquire from Seller, the Hotel and Rental Property and all associated assets described in this Agreement on the terms and conditions hereinafter set forth.

Now, therefore, in consideration of the foregoing premises and the respective representations, warranties and agreements and conditions herein contained, and the deposit of Twenty Thousand Dollars ($20,000) by Purchaser into the Escrow (defined below) (which, together with the additional deposit described in Section 5 below and all interest thereon, are collectively referred to as "Earnest Money" and shall be applied to the purchase price or refunded as described below), the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

For the purposes of this Agreement, the following terms (in addition to terms given defined meanings elsewhere in this Agreement) shall have the meanings set forth below in this Article I.

"CAPITAL LEASES" are Equipment Leases which are the equivalent of installment purchase agreements and which are not represented as operating expenses on the books and records of the Hotel.

"CLOSING" and "CLOSING DATE") - shall have the meaning defined in
Section 9.1.


"CONSUMABLES" - shall mean all supplies, including but not limited to food and beverage, whether in use, or held in stock for future use, used in connection with the operation and maintenance of the Hotel, subject to such depletion and including such resupplies as shall occur and be made in the normal course of business, excluding, however, all items of personal property which are owned by Space Lessees or guests or which are not usable by Purchaser due to license or name restrictions.

"CUT-OFF TIME" - shall have the meaning defined in Section 9.2.

"EQUIPMENT LEASES" - shall mean, to the extent transferable, the leases covering items of the type listed as Service Equipment which are not owned by Seller but are leased by Seller, and which are located in or upon the Premises or are used or useable in connection therewith.

"HOTEL" - shall mean the real property and improvements which have been operated under the name Olympus Hotel and Conference Center and consist of a 393 room hotel and associated restaurants, bars, rental space and meeting facilities located at 161 West 600 South, Salt Lake City, Utah 84101 described in Exhibit A which is attached to and incorporated in this Agreement by this reference.

"HOTEL CONTRACTS" - shall mean all service, maintenance, and other contracts respecting the maintenance or operation of the Hotel.

"IMPROVEMENTS" - shall mean all buildings and improvements on the Land.

"INSPECTION DOCUMENTS" and "INSPECTION PERIOD" - shall mean the documents described in Sections 5.1.4 and 5.3.1 and the longest time period for Purchaser's review and inspection described in Section 5.3.

"LAND" - shall mean the area described in Exhibits A and B to this Agreement.

"MISCELLANEOUS ASSETS" - shall mean all contract rights, leases, concessions, permits, receipts, trademarks, logos, copyrights, business records, and any items of intangible personal property relating to the ownership or operation of the Hotel, excluding assets not located in Salt Lake City and used in the operation of property other than the Hotel and Rental Property.

"NAMES" - shall mean the name "Olympus" and any other names commonly used in the operation of the Hotel including without limitation the names now used with the restaurants, banquet rooms and meeting rooms in the Improvements, and together in each case with the good will appurtenant thereto, but excluding the names "WestCoast" or "Best Western" or "Mullboon's".


"OPERATING EQUIPMENT" - shall mean all china, glassware, linen, silverware and uniforms, and supplies of every kind and nature of all operating departments, including, without limitation, cleaning supplies, guest supplies, printing stationery, bar supplies, fuel, laundry supplies and brochures and promotional material whether in use, or held in stock for future use, in connection with the operation of the Hotel, which are on hand on the date hereof, subject to such depletion and including such resupplies as shall occur and be made in the normal course of business.

"PERMITS" - shall mean, to the extent transferable, all licenses, franchises and permits used in the operation of the Hotel, including but not limited to liquor licenses, as heretofore operated.

"PERMITTED EXCEPTIONS" - shall have the meaning defined in Section 3.1.

"PROPERTY" - shall mean all of the real, personal and intangible property referred to in Article II.

"RENTAL PROPERTY" - shall mean the real property and improvements located thereon described in Exhibit B, which is attached to and incorporated in this Agreement by this reference.

"SERVICE EQUIPMENT" - shall mean all fixtures, furnishings, fittings, equipment, machinery, apparatus, vehicles, appliances and articles of personal property of every kind whatsoever used or usable in connection with any present or future operation of all or any part of the Hotel, including without limitation all elevators, escalators, boilers, furnaces, heating, ventilating and air-conditioning systems and equipment, office furniture and equipment (including safes, cash registers and accounting, duplicating and communication equipment) and specialized hotel equipment (including equipment usable in the operation of kitchens, laundries, meeting and banquet rooms, clubs, rental spaces, drycleaning facilities, bars and cocktail lounges), electrical equipment (including refrigerators, radios, television and lighting equipment), fire prevention and extinguishing apparatus, telephone system, pictures and ornaments, which are on hand as of the date hereof, subject to such depletion and including such replacements as shall occur or be made in the normal course of business; excluding, however, a) Consumables, b) all items of personal property which are owned by Space Lessees or guests, and c) office equipment owned by WestCoast, the current manager of the Hotel.

"SPACE LEASES" - shall mean all leases, subleases, licenses, concessions and other occupancy agreements, written or oral, whether or not of record, for use or occupancy of any portion of the Hotel or Rental Property; and "Space Lessees" shall mean the tenants or occupants thereunder. These terms do not include rental of hotel rooms unless such rental is based on an agreement with a term of more than 30 days.


ARTICLE II

PURCHASE AND SALE

Upon the terms, conditions, representations and warranties herein set forth, Seller hereby agrees to sell the following properties, rights and interests (sometimes hereinafter referred to collectively as "Property") to Purchaser, and Purchaser agrees to purchase the Property from Seller:

2.1 HOTEL AND RENTAL PROPERTY - the Hotel, Rental Property, Land and the Improvements; provided, however, that in the event Purchaser elects at its sole discretion, by written notice to Seller prior to the end of the Inspection Period, to delete the Rental Property from this transaction, neither party shall have any further obligation to the other with regard to the Rental Property.

2.2 ADDITIONAL PROPERTY - all of Seller's right, title and interest in and to the Names, Hotel Contracts, Space Leases, Permits, Equipment Leases, Service Equipment, Consumables, Operating Equipment, and all other Miscellaneous Assets.

ARTICLE III

TITLE AND EXCEPTIONS TO TITLE

3.1 TITLE Good and marketable title to the Property (and good record title by statutory warranty deed to so much thereof as shall constitute real property under the laws of the State of Utah) shall be sold and conveyed to Purchaser subject to the following matters ("Permitted Exceptions"):

3.1.1   LIENS, ETC.  All liens for real estate taxes, water and
        sewer charges, provided they are not delinquent and are
        prorated as of Closing.

3.1.2   LAWS, ETC.  All present laws, ordinances, codes,
        restrictions and regulations of all governmental
        authorities relating to building and/or zoning.

3.1.3   SPACE LEASES.  All terms and conditions of all Space
        Leases delivered to Purchaser by Seller at the
        beginning of the Inspection Period.

3.1.4   HOTEL CONTRACTS.  All terms and conditions of the Hotel
        Contracts approved for assumption by Purchaser during
        the Inspection Period.

3.1.5   EASEMENTS.  Utility easements of record approved by
        Purchaser during the Inspection Period.


3.1.6   APPROVED EQUIPMENT LEASES.  The Equipment Leases
        described in Section 5.3 if approved by Purchaser
        during the Inspection Period.

3.1.7   TITLE COMMITMENT EXCEPTIONS.  All defects in title
        contained in the Title Commitment described in section
        5.3.1 below accepted by Purchaser utilizing the
        procedure described in section 3.2 below.

3.2 CURING TITLE EXCEPTIONS. Purchaser shall give Seller written notice within 10 days following delivery to Purchaser of the Title Commitment and legible copies of all documents referred to therein of Purchaser's objection to any title exception; Seller shall, within 5 days following receipt of any such objection, notify Purchaser whether Seller shall remove such exception at or prior to Closing; Purchaser shall, within 5 days of Seller's responsive notice, provide Seller with written notice of whether Purchaser will accept Seller's position or terminate the transaction. Failure to provide notice within the preceding time frames shall be treated as rejection of the Title Commitment exceptions or rejection of the position stated in the notice from Purchaser or Seller. The preceding procedure shall not apply to monetary encumbrances totaling less than the total Purchase Price, which shall be paid in full at Closing as described in this Agreement. At the sole discretion of Purchaser, if the Property shall, at the time of Closing, be subject to any liens for judgments or transfer, franchise, license or other similar taxes or any encumbrances or other title exceptions which would be grounds for Purchaser to reject title hereunder, Purchaser may, instead of exercising its other rights under this Agreement, elect to waive such defect in title and close and, in the case of any monetary encumbrance, offset the amount of the monetary encumbrance against any amounts payable to Seller.

ARTICLE IV

PURCHASE PRICE

4.1 AMOUNT. The purchase price payable by Purchaser to Seller for the Property is Thirty-one Million, Six Hundred Thousand Dollars ($31,600,000) (the "Purchase Price"); provided, however, that the Purchase Price shall be reduced to Thirty-one Million, Four Hundred Thousand Dollars ($31,400,000) if Purchaser elects, by written notice to Seller prior to the end of the Inspection Period, to delete the Rental Property from this transaction.

4.2 METHOD OF PAYMENT. The Purchase Price, as adjusted pursuant to the express provisions of this Agreement, shall be paid by Purchaser as follows:


4.2.1   CAPITAL LEASES.  Purchaser shall receive a credit
        against the Purchase Price at Closing in the amount of
        the unpaid balances of the Capital Leases, unless
        required to be paid as described in Section 5.3.2.

4.2.2   CASH AT CLOSING.  The balance of the Purchase Price
        shall be payable all cash at Closing (against which
        shall be credited the Earnest Money deposited with
        Escrow by Purchaser in part consideration for this
        Agreement)

4.2.3   ALLOCATION OF PURCHASE PRICE. Purchaser and Seller
        agree that the Purchase Price shall be allocated 62% to
        building, 34% to land and 4% to furniture, fixtures,
        equipment (including vehicles) and permits.

4.3 BULK TRANSFER ACT. Purchaser agrees to waive the Bulk Sales provisions, if any, of the Uniform Commercial Code for the State in which the Property is located, in consideration of Seller's indemnification described in section 13.5 below.

ARTICLE V

CONTINGENCY PERIODS, REPRESENTATIONS AND WARRANTIES OF SELLER

5.1 REPRESENTATIONS AND WARRANTIES. Subject only to the exceptions set forth in this Agreement and the contingencies described in
Section 5.3, Seller represents and warrants to Purchaser that the following statements are true:

5.1.1   ORGANIZATION AND STANDING.  To the best of Seller's
        knowledge, Seller has all requisite power and authority
        to own, lease and/or operate the Property and to carry
        on the businesses as now being conducted, is in
        compliance in all respects with all laws, regulations
        and requirements applicable to the operation of the
        Property, and has no knowledge of any threatened
        violation of any such laws, regulations and
        requirements.

5.1.2   AUTHORITY.  This Agreement constitutes a valid and
        legally binding obligation of Seller.  Neither the
        execution and delivery of this Agreement nor the
        consummation by Seller of the transactions contemplated
        hereby, nor compliance by Seller with any of the
        provisions hereof will, as of Closing, conflict with or
        result in a breach of or default under any of the
        terms, conditions or provisions of any note, bond,
        mortgage, indenture, license, agreement, or other
        instrument or obligation to which Seller or any entity
        controlled by Seller is a party or by which they or any
        of their properties or assets may be bound or violate
        any order, injunction, decree, statute, rule or
        regulation applicable to either of them or any of their
        assets or properties.


5.1.3   FINANCIAL STATEMENTS.  Subject to the procedure
        described in section 5.3.1, immediately upon execution
        of this Agreement, Seller will furnish Purchaser with
        copies of (or make available at the Hotel if so
        indicated on the Due Diligence Request List) the
        financial information requested in the Cavanaughs Due
        Diligence Request List, which is attached to and
        incorporated in this Agreement by this reference as
        Exhibit C ("Due Diligence Request List").  To the best
        of Seller's knowledge and belief, the financial
        information provided by Seller fairly present in all
        material respects the consolidated financial condition
        and results of operations of Hotel.

5.1.4   TITLE COMMITMENT AND DOCUMENTS.  Immediately upon
        execution of this Agreement, Seller will furnish
        Purchaser with true and correct copies (including all
        amendments thereto and modifications thereof) of the
        documents described in the Due Diligence Request List
        (which information shall be updated throughout the
        Inspection Period and immediately prior to Closing in
        the format normally produced by Seller) which are
        within the possession or control of or accessible
        Seller and which are discoverable by the Seller after
        diligent search.  Seller warrants, to the best of its
        knowledge, that the information provided to Purchaser
        in response to the Due Diligence Request List is
        accurate and complete and that there are, to the best
        of Seller's knowledge, no agreements with any entity,
        individual person or group which are material to the
        operation of the business of the Hotel heretofore
        conducted or to the value of the Property. except as
        provided to Purchaser pursuant to this paragraph.
        Immediately upon execution of this Agreement, Seller
        shall furnish Purchaser with commitment for an ALTA
        Standard Form Owner's Policy of Title Insurance
        insuring title in Purchaser to the Property in the
        amount of the Purchase Price, together with legible
        copies of all documents referred to therein ("Title
        Commitment") issued by Transnation Title Insurance
        Company ("Title Company").

5.1.5   AGREEMENTS IN FORCE AND EFFECT. To the best of Seller's
        knowledge, all documents identified in Section 5.1.4
        are valid and in full force and effect, and to the best
        of Seller's knowledge no party has breached any
        material condition or provision thereof and is not in
        default in any material respect under the terms thereof
        except as is disclosed in writing by Seller to
        Purchaser at the time of delivery of the documents.


5.1.6   ABSENCE OF ADVERSE FACTORS OR CHANGE. There has not
        been, or Seller has not, as the case may be:

        (i)    any material adverse change in the condition
               (financial or otherwise) assets, liabilities,
               earnings or business of Seller within the past
               12 months;

        (ii)   acquired knowledge of any event directly
               relating to the physical condition of the Hotel
               which threatens materially to disrupt, prevent
               or impair the conduct of the business of the
               Hotel; or

        (iii)  conducted the business of the Hotel otherwise
               than in the ordinary course, except as otherwise
               expressly provided in this Agreement.

5.1.7   GOVERNMENT REPORTS AND RETURNS.  To the best of its
        knowledge, Seller has filed in a timely manner, all
        reports and returns relating to any of the Property
        required to be filed by any applicable law or
        governmental regulation, except such reports and
        returns the late filing of which (or the failure to
        file which) would not have a material and adverse
        effect on the conduct of the business of the Hotel.

5.1.8   SELLER'S OBLIGATIONS PAYMENTS.  All payments due and
        payable under the Assumed Debt, Hotel Contracts,
        Equipment Leases, wages and benefits of employees,
        Permits and Space Leases ("Seller's Obligations") have
        been paid to date, and Seller covenants that Seller's
        Obligations will be paid through the Closing.

5.1.9   NAMES.  Seller represents and warrants that, to the
        best of Seller's knowledge, there is no litigation,
        claim or assertion, pending or threatened, which
        challenges the validity of or Seller's title to or
        right to use any Names.

5.1.10  ABSENCE OF LITIGATION AND LIENS.  All Property to be
        transferred to Purchaser hereunder, will be free of all
        liens and encumbrances, except the Permitted Liens, on
        the Closing Date.  There is and shall at Closing be no
        pending litigation against the Seller which involves a
        claim against the Property.  To the best of Seller's
        knowledge and belief there are no assessments pending
        which would constitute a lien or charge against the
        Property on the Closing Date, other than non-delinquent
        real property taxes.


5.1.11  HAZARDOUS SUBSTANCES AND CODE REQUIREMENTS.  To
        Seller's knowledge, and except as specifically
        disclosed to Purchaser in writing at the time of
        delivery of the documents described in the Due
        Diligence Request List (which writing shall in turn
        refer to any environmental assessment known to Seller),
        the Property has never been used for the production,
        storage, deposit, or disposal of toxic, dangerous, or
        hazardous substances, pollutants, or contaminants,
        including without limitation, petroleum products or
        asbestos or PCB's or any substance designated as
        hazardous by Federal or State or local law or
        regulation ("Hazardous Substances"), and no such
        Hazardous Substances have ever been placed or located
        upon the Property, which, if found upon the Property,
        would subject the owner of, or any person holding a
        mortgage of or other security interest in, the Property
        ,to any damage, penalties, or liabilities under any
        applicable Federal, State or local statutes, ordinances
        or regulations.  Seller warrants, except as disclosed
        as described in the preceding sentence,  that the
        Property does not contain any Hazardous Substances as
        of Closing ("Existing Hazardous Substances") placed
        upon or released into the Property during the period of
        Seller's ownership or control other than in full
        compliance with all applicable laws, rules, and
        regulations.  Seller represents and warrants that as of
        the date hereof , except as provided to Purchaser at
        the time of delivery of the documents described in the
        Due Diligence Request List: (a) it has not received
        notification of any kind from any regulatory agency
        stating that the Property is or may be targeted for a
        federal or state Hazardous Substances cleanup or may be
        contaminated with any Hazardous Substances or is
        currently in violation of any applicable zoning,
        building, safety or accessibility law or regulation and
        (b) Seller has no knowledge of any release of any
        Existing Hazardous Substances or that the Property is
        currently in violation of any applicable zoning,
        building, safety or accessibility law or regulation.
        Seller shall indemnify and hold Purchaser harmless from
        and against any and all loss, damage, claims,
        penalties, liabilities, suits, costs, and expense
        (including, without limitation, cost of remedial
        actions or cleanup), suffered or incurred by Purchaser
        arising out of Existing Hazardous Substances released
        into the Property during the period of Seller's
        ownership or related to the breach of the foregoing
        representations and warranties, which amounts
        Purchaser shall be entitled to offset from  any
        payments next falling due under any amounts owing to
        Seller.


5.1.12  CONDITION OF PROPERTY.  To Seller's knowledge, except
        to the extent disclosed by Seller to Purchaser in
        writing at the beginning of the Inspection Period, the
        Hotel is constructed substantially in accordance with
        the plans and permits under which it was authorized and
        is free of any material physical or mechanical defects.
        Material defects shall mean any defect which impairs
        the structural integrity of the Improvements, the air,
        soil, or water quality, or the availability of utility
        services relating to the Improvements, or the use of
        the Improvements; there is legal access to the Land at
        all points being used for such access at the time of
        this Agreement, and all streets, roads, highways, and
        avenues adjoining any part of the Land have been
        dedicated to the proper municipal authority, and such
        municipal authority has the responsibility to maintain
        the same and the same are open for public use; Seller
        has all appropriate licenses, permits, easements, and
        rights of way necessary to ensure adequate vehicular
        and pedestrian ingress and egress, and no additional
        easements are required for access to the Improvements
        or in connection with the location of any utilities
        with respect to the current uses of the Improvements;
        there are not presently pending any public improvement
        assessment proceedings, condemnation, or zoning actions
        against the Land, or any part thereof, nor is Seller
        aware of any such proceedings or actions being
        threatened; there are no encroachments, boundary
        problems, prescriptive or adverse interests affecting
        the Land or Improvements; and there are no fixtures,
        facilities, utilities, heating, air conditioning,
        plumbing, electrical, or other systems, equipment,
        structures, or improvements of any kind whatsoever,
        including without limitation driveways and parking
        areas, which benefit the Property and are shared in
        common in any way whatsoever with any other real
        property.

5.1.13  EMPLOYEE AGREEMENTS.  There are no collective
        bargaining agreements, no deferred compensation or
        profit-sharing plans or arrangements presently in
        force, or any other agreement with employees which
        would affect the transfer of Property contemplated by
        this Agreement or require Purchaser to continue any
        employment or compensation arrangement with any person.
        Seller has no commitment to create any of the above-
        referenced plans nor will they do so while this
        Agreement is in effect. As of the Closing, Seller shall
        terminate all employees in the operation of the Hotel.
        Purchaser represents to Seller that Purchaser will
        offer employment to a minimum of  67%  of the number of
        employees then normally employed at the Hotel as of the


        date of Closing, but is not otherwise required to, hire
        some or all such employees in connection with
        Purchaser's operation of the Hotel.  Seller shall be
        responsible for all salaries, taxes, benefits, and
        vacation (including accrued but unused vacation) for
        all employees up to the Closing date.

5.1.14. NON-FOREIGN STATUS. Seller is not a "foreign person" (i.e., a nonresident alien individual or foreign corporation) within the meaning of Section 897(a) of the Code. At Closing, Seller will furnish Purchaser, in accordance with Code Section 1445 and the Regulations thereunder, with an affidavit stating, under penalty of perjury, that Seller is not a "foreign person," and stating Seller's taxpayer identification number.

5.2 LIMITATION ON SELLER'S REPRESENTATIONS AND WARRANTIES. Purchaser acknowledges that, except as expressly set forth in this Agreement, neither Seller nor any agent or representative of Seller has made, and Seller is not liable for or bound in any manner by, any express or implied warranties, guaranties, promises, statements, inducements, representations or information pertaining to the Property or any part thereof the physical condition, income, expenses or operation thereof, the uses which can be made of the same or any other matter or thing with respect thereto, including, without limitation, any existing or prospective Space Leases. Without limiting the foregoing, Purchaser acknowledges and agrees that, except as expressly set forth in this Agreement, Seller is not liable for or bound by (and Purchaser has not relied upon) any verbal or written statements, representations, financial statements pertaining to the operation of the Hotel or any other information respecting the Property furnished by Seller or any employee, agent, consultant or other person representing or purportedly representing Seller; and that the Property is being purchased "AS IS WHERE IS" with the exception of those representations and warranties expressly set forth in this Agreement. Except with regard to environmental or structural matters, any action by Purchaser against Seller based upon a violation of Seller's representations and warranties must be commenced within one year of Closing.

5.3 CONTINGENCIES.

5.3.1   PURCHASER'S INSPECTION AND WAIVER. Purchaser shall have
        30 days after the later of the Effective Date or
        delivery by Seller to Purchaser of the last of the
        documents requested in the Due Diligence Request List
        within which to inspect the Property and review all
        documents requested in the Due Diligence Request List
        ("Due Diligence Materials") to determine whether the


        Property in its current status is suitable, in the
        exercise of the sole business judgment discretion of
        Purchaser, for the purposes of Purchaser, which
        inspection may, at Purchaser's discretion and cost,
        include environmental assessments. Purchaser shall only
        use the Due Diligence Materials for the purpose of
        evaluating the Property, as opposed to any competitive
        use, and shall restrict access to the Due Diligence
        Materials to those persons required to evaluate the
        Property.  This Agreement shall terminate, the Earnest
        Money shall be refunded to Purchaser,  and all
        responsibilities of the parties to one another shall
        terminate unless, within 30 days of the later of
        complete execution and delivery of this Agreement or
        delivery of all Due Diligence Materials, Purchaser
        notifies Seller that Purchaser has determined to its
        satisfaction the Property can be used for these
        purposes to Purchaser's satisfaction.  In the event
        Purchaser waives its contingency as described in the
        preceding sentence, Purchaser shall immediately
        increase the amount of Earnest Money which it deposits
        to a total of $600,000.

        Completion of delivery of Due Diligence Materials shall
        be conclusively established as starting on the earlier
        of the following events.  Seller shall deliver (or make
        available at the Hotel if so provided in Exhibit C) all
        Due Diligence Materials to Purchaser within five
        business days of the Effective Date, or such earlier
        date as Seller can accomplish, together with a listing
        of the materials furnished.  Purchaser will notify
        Seller within three business days of receipt of the
        items described in the preceding sentence of any Due
        Diligence Materials which have not been included in the
        delivery, and in the absence of such notice the 30 day
        period will be presumed to have commenced on the
        delivery.  Seller will, within three business days of
        receipt of the notice described in the preceding
        sentence, either deliver the missing materials or
        represent and warrant to Purchaser that such materials,
        to the best of Seller's knowledge, do not exist or
        cannot be obtained by Seller, and the 30 day period
        will be presumed to have commenced on the date of this
        second delivery/notice by Seller.

        Immediately upon execution of this Agreement, Seller
        shall provide Purchaser with continuing access to the
        Property and complementary guest rooms for Purchaser's
        inspection personnel to complete such inspections and
        reports as Purchaser may elect, provided they shall be
        conducted without disruption of the operation of the


        Hotel and at Purchaser's sole expense and Purchaser
        shall indemnify Seller against any physical damage to
        the Property or claim resulting from negligent or
        unlawful actions by Purchaser or Purchaser's agents
        arising out of Purchaser's inspection activities.  To
        facilitate this inspection, Seller shall use its best
        efforts to have its onsite staff complete to the best
        of their knowledge and ability and deliver to Purchaser
        the Facility Inspection Questionnaire which is attached
        to and incorporated in this Agreement by this reference
        as Exhibit D.

5.3.2   CAPITAL LEASES: Purchaser and Seller agree to use their
        best efforts to obtain any required consent for
        Purchaser to assume all Capital Leases without change
        in terms or charge to Purchaser.  In the event such
        consent cannot be obtained,  Seller shall pay in full
        any Capital Lease for which consent is not obtained and
        obtain clear title for Purchaser to the equipment at
        Closing.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents to Seller that the following statements are true:

6.1 ORGANIZATION AND STANDING. Purchaser is duly organized and in good standing in the state of its formation. Purchaser, at Closing, will be duly organized, validly existing and in good standing under the laws of the State in which the Property is located and will have all requisite power and authority to own, lease and/or operate the Property after the Closing and to carry on the businesses thereat as now being conducted.

6.2 AUTHORITY. Purchaser has full power to carry out the transactions provided for in this Agreement. The execution and delivery of this Agreement by Purchaser and the consummation by it of the transactions contemplated herein have been duly and validly authorized by all necessary Corporate action on its part, and this Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy and similar laws and by equitable principles generally. Neither the execution and delivery of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby, nor compliance by it with any of the provisions hereof will (i) conflict with or result in a breach of or default under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement, or other instrument or obligation to which it is a party or by which it or any of its properties or assets may be bound, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to it or any of its assets or properties.


ARTICLE VII

CONDUCT OF BUSINESS PRIOR TO CLOSING

Seller agrees that, between the date of this Agreement and the Closing Date, Seller will operate the Premises and the business of the Hotel in substantially the same manner as conducted prior to the date hereof. Purchaser correspondingly will use its best efforts to effect continuity of operations between the date of this Agreement and the Closing. Without limiting the generality of the foregoing, Seller agrees that between the date of this Agreement and the Closing Date:

7.1 NOTICE OF CHANGE. Seller will notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing which would make any of the representations and warranties in Section 5 untrue in any material adverse respect if such representations and warranties had been given as of the date on which Seller becomes aware of any such transaction or occurrence.

7.2 SPACE LEASES Seller will not, without the prior written consent of Purchaser, which consent Purchaser agrees not unreasonably to withhold or delay, modify or amend any Space Lease or cancel or renew any existing Space Lease or enter into any new Space Lease. If Purchaser fails to respond to a request for the consent referred to in the preceding sentence within five business(5) days after its receipt of such request, it shall be deemed to have so consented. Subject to this
Section 7.2, Seller agrees to notify Purchaser of any modification, amendment or cancellation of any existing Space Lease and of Seller's entry into any new or renewal Space Lease whether or not Purchaser's consent is required under the provisions of this Section 7.2, and Seller agrees to furnish Purchaser with a copy of any new or renewal Space Leases entered into after the date of this Agreement.

7.3 HOTEL CONTRACT AND EQUIPMENT LEASES. Seller will not enter into any new Hotel Contracts or Equipment Leases, or renew or amend any existing Hotel Contracts or Equipment Leases at an annual expenditure under any such new or renewal Hotel Contract or Equipment Lease at a rate exceeding the rate currently prevailing under the existing Hotel Contract or Equipment Lease for the corresponding service or product without the written consent of Purchaser which Purchaser may withhold at its discretion. Seller agrees to notify Purchaser of any proposed renewal, modification, amendment or cancellation of any existing Hotel Contract or Equipment Lease and to furnish Purchaser with a copy of any proposed, new or renewal Hotel Contract or Equipment Lease prior to execution.

7.4 ENCUMBRANCES. Seller agrees that no borrowings or hypothecation which would encumber the Property or any part thereof after the Closing shall be made without the prior written consent of Purchaser, which consent may be withheld at Purchaser's absolute discretion.



7.5 BOOKING BUSINESS. Seller shall continue to accept booking contracts and reservations for the Hotel's facilities in accordance with past practices, at not less than standard rates for the Hotel.

7.6 INSURANCE. Seller shall keep in full force and effect through the Closing all the existing fire and extended coverage and other insurance policies.

7.7 GOODWILL AND BUSINESS. Seller shall use its best efforts to preserve intact the good will of the Hotel and the Names with its existing clientele and to preserve its business relationships with all wholesalers, suppliers, or other parties with whom it has an existing business relationship.

7.8 MAINTENANCE AND REPAIR. Seller shall make, at its sole cost and expense, whatever repairs and replacements may be necessary to maintain and keep the Property in its present state of repair (ordinary wear and tear and casualty excepted).

ARTICLE VIII

ADDITIONAL AGREEMENTS

8.1 TITLE INSURANCE. Title exceptions will be handled as described above.

8.2 ASSIGNMENTS OF SERVICE EQUIPMENT, PERMITS. Seller shall execute all applications and instruments required in connection with the transfer to Purchaser of all Service Equipment and all transferable Permits in order to effect such transfer on the Closing under this Agreement. All costs and expenses incurred in connection with said transfers shall be paid by Purchaser. Seller will use its best efforts to keep all existing Permits in force, and to renew any of the same which expire prior to the Closing. In the event that any Permit is suspended or revoked, Seller shall promptly notify Purchaser of that fact, and Seller, at its sole cost and expense, shall use its best efforts to have the Permit reinstated without limitation or conditions.

8.3 APPLICATIONS FOR PERMITS. Purchaser will use its best efforts to have issued to it, on the Closing Date, all non-assignable Permits required for the operation of the Hotel, and Seller agrees to cooperate with Purchaser in such efforts in any way reasonably requested, at Purchaser's cost and expense.

8.4 RECORDS. Title to and possession of all records, documents and papers of every kind and nature pertaining to the Property and the operation of the Hotel relating to the period of time prior to the Closing shall be transferred to Purchaser . Purchaser shall either deliver copies to Seller or make access available to Seller to the records which Seller may reasonably require


for use in connection with tax records or other reports following Closing, and shall provide Seller with space in the Hotel for that purpose.

8.5 COOPERATION. Seller and Purchaser will cooperate with each other in every way and will exercise their best efforts in carrying out the transactions contemplated herein, in obtaining all required approvals, authorizations, and clearances, and in delivering all documents, instruments, or copies thereof or other information deemed necessary or useful by the other party.

8.6 ITEMS NOT INCLUDED IN PURCHASE AND SALE. It is expressly understood between the parties hereto that the following items are not included in the "Property" under Article II hereof, and, accordingly, are not included in this sale and purchase, except to the extent specifically indicated below:

8.6.1   BANK ACCOUNTS.  All cash on deposit in banks or in
        transit for deposit for the account of Seller.

8.6.2   OTHER EXCLUDED INTANGIBLES.  All (i) prepaid insurance
        premiums and other prepaid items, (ii) deposits with
        utilities, insurance deposits and other similar
        deposits (except that any deposit for rooms or use of
        facilities or contracts for use of facilities or made
        under terms of any Space Leases shall be transferred to
        Purchaser subject to the rights of the depositor).

8.7 ACCOUNTS RECEIVABLE AND PAYABLE. It is the intention of the parties that the operating revenues of the Hotel shall be prorated as of the Cut-off Time. Accordingly, all Hotel accounts receivable, including without limitation, all credit and charge card receivables, ("Receivables") occurring prior to the Cut-off Time shall be the property of Seller. All Receivables occurring subsequent to the Cut-off Time shall be the property of Purchaser. Except for obligations expressly approved by Purchaser to be assumed by Purchaser during the Inspection Period and except for the prorations at Closing described in this Agreement, all accounts payable arising prior to Closing are the sole responsibility of Seller. Purchaser assumes no liability for collection of Receivables of Seller except, for a period of 90 days following Closing to: (a) bill for such Seller's Receivables, (b) provided there is no dispute as to the payment of Seller's Receivable, apply any payment received from the obligor of a Seller's Receivable first to Seller's Receivable, and (c.) report accurately and remit to Seller any payment of a Seller's Receivable which comes to Purchaser.

8.8 COLLECTIONS OF ACCRUED RENT UNDER SPACE LEASES. If at the Closing there are any past due rents owing to Seller under any Space Leases, said amounts shall be considered a Receivable of Seller.



8.9 CONSUMABLES. All Consumables which are useable by Purchaser (excluding any Consumables prohibited for use by reason of the termination of any franchise/license agreement) as of the Cut- off Time shall be inventoried at the Cut-off Time by Purchaser and Seller. The amount of Consumables located in or issued to the operating departments in the Hotel will be substantially at the same levels as have heretofore been maintained in connection with the operation of the Hotel, which shall be presumed to be a 30 day supply for all Consumables except food and beverage.

8.10 POST CLOSING ASSISTANCE AND ARRANGEMENTS.

8.10.1  SELLER'S ASSISTANCE AFTER CLOSING.  For a period of
        sixty (60) days following the Closing, Seller shall at
        reasonable times and upon reasonable notice provide
        Purchaser's representatives with such information and
        assistance as shall be reasonably required in order for
        them to familiarize themselves with the Hotel
        operations.

8.10.2  DELIVERY OF DOCUMENTS AFTER CLOSING; INSTRUMENTS OF
        FURTHER ASSURANCE.  Following the Closing, Seller
        agrees, on request of Purchaser, to execute and deliver
        to Purchaser such further instruments in writing as may
        be reasonably required to complete or evidence the
        transaction provided for and Purchaser shall, on
        request, execute and deliver like instruments to
        Seller.

ARTICLE IX

CLOSING

9.1 CLOSING. The Closing for the consummation of the transactions contemplated by this Agreement ("Closing"), including the sale and purchase of the Property, shall, unless another date and/or place is agreed to in writing by the parties hereto, take place at the Title Company ("Escrow"), on the date ("Closing Date") which is on or before 15 days from the waiver of all contingencies described in Section 5.3. All proceedings to take place at the Closing shall take place simultaneously, and no delivery shall be considered to have been made until all such proceedings have been completed. Upon completion of the Closing, Purchaser shall immediately be entitled to actual and be charged with constructive possession of the Property, and all risk of loss with regard thereto shall pass to Purchaser.

9.2 CUT-OFF TIME. The Cut-off Time shall be as of 11:59 p.m. on the day preceding the Closing Date, except that Seller shall receive the income and shall be charged for the expenses attributable to the restaurants, bar facilities or room service up to 2:00 a.m. on the Closing Date.



9.3 CLOSING STATEMENTS. At the Closing, Escrow shall deliver a Preliminary Closing Statement setting forth in reasonable detail prorations required under Article X based upon such preliminary audits and inventories as they have made up to the Closing Date. Within thirty (30) days following the Closing Date, Escrow shall deliver a Final Closing Statement setting forth the final determination of the adjustments and prorations; PROVIDED, HOWEVER, that no adjustment shall be made for any item included in the Preliminary Closing Statement if the said item has been approved by Purchaser prior to the Closing. A payment to cover any changes as a result of such Final Closing Statement will be made by Seller or Purchaser, as the case may be, within five (5) days after the receipt of such Final Closing Statement.

In the event that, at any time within ninety (90) days after the Closing, either party discovers any item which should have been included in the Final Closing Statement but was not included for any reason, then such item shall be adjusted in accordance with this Agreement as if its existence had been known at the time of the preparation of the Final Closing Statement.

ARTICLE X

CLOSING ADJUSTMENTS; OTHER CLOSING MATTERS

10.1 CLOSING ADJUSTMENTS. On the Closing Date the following items shall be apportioned between Purchaser and Seller as of the Cut-Off Time:

10.1.1  RENTS AND OTHER REVENUE.  All Hotel revenues, including
        percentage rents (if any) as and when collected;
        PROVIDED, HOWEVER, that in connection with the
        preparation of the Preliminary Closing Statement, as
        provided in Section 9.3, any percentage rentals under
        any Space Lease shall be estimated to the Cut-off Time
        on the basis of sales, receipts or profits for
        immediately preceding fiscal periods, and an adjustment
        shall be made based upon actual figures, if available,
        or again upon recently completed fiscal periods for the
        purpose of making a final estimate of the amounts of
        such percentage rentals in connection with the
        preparation of the Final Closing Statement as provided
        in Section 9.4.  Guest room revenues for the night
        immediately prior to the Closing Date shall be divided
        equally between Seller and Purchaser;

10.1.2  TAXES, LEVIES, ETC. Real estate taxes and personal
        property taxes, if any, levied or imposed upon the
        Property on the basis of the fiscal year for which
        assessed;


10.1.3  WATER CHARGES.  Unmetered water charges on the basis of
        the fiscal year;

10.1.4  UTILITIES.  Charges and fees due under telephone
        contracts and contracts for the supply of heat, water,
        steam, electric power, gas and lighting or sewer; it
        being further agreed that all deposits (including
        interest actually accrued) made by Seller as security
        under any such public service contracts (or any other
        contracts being assumed by Purchaser hereunder) shall
        be assigned to Purchaser and credited to Seller;

10.1.5  TENANT CHARGES.  Charges due Seller for electric power,
        steam or other utilities, submetering fees, charges for
        chilled water and other charges for services furnished
        to Space Lessees to the extent not adjusted pursuant to
        Section 10.1.1;

10.1.6  HOTEL CONTRACTS AND EQUIPMENT LEASES.  Charges and
        receipts under all Hotel Contracts and Equipment
        Leases;

10.1.7  PERMIT CHARGES AND FEES.  Purchaser shall pay all
        transfer or application fees for transferable Permits;

10.1.8  PAYMENTS TO OR FOR EMPLOYEES.  Employees' wages
        (including without limitation federal withholding and
        employment taxes, and all state and local taxes, if
        any, required to be collected by employers on personnel
        working at the Hotel) vacation pay and other amounts
        payable under any Seller's Obligations (in accordance
        with the terms thereof) and payroll expenses shall be
        paid by Seller.

10.1.9  OTHER ADJUSTMENTS.  Such other items as are provided
        for in this Agreement including but without limitation
        all cash in house banks, the deposits under the Space
        Leases, and advance payments under booking
        arrangements.

10.2 EXCISE TAXES. Seller agrees to pay at the Closing any applicable real estate excise tax and personal property transfer/sales taxes except to the extent such personal property transfer taxes are imposed by law on Purchaser.

10.3 CLOSING COSTS AND TITLE INSURANCE. Purchaser and Seller shall each pay one-half of the applicable escrow fees and recording costs. Seller shall pay the costs of title insurance attributable to an owners standard ALTA coverage. Purchaser may, at Purchaser's sole option, require extended form title insurance and pay for the additional cost of such coverage beyond that of standard form coverage and for any required survey. Each party shall bear its own attorney's fees in connection with this transaction.


ARTICLE XI

DELIVERIES ON CLOSING

11.1 DELIVERIES BY SELLER. Seller shall make the following deliveries to Purchaser at the Closing:

11.1.1  DEED.  Seller shall execute, acknowledge and deliver to
        Purchaser a warranty deed sufficient to convey to
        Purchaser the fee simple title to the Land together
        with the Improvements thereon, subject to and in
        accordance with the provisions of this Agreement.

11.1.2  BILL OF SALE AND REGISTRATIONS.  Seller shall execute,
        acknowledge and deliver to Purchaser a bill of sale and
        title registration transfer documents (if any)
        sufficient to transfer clear title and interest in and
        to the Service Equipment, Consumables and Operating
        Equipment subject to and in accordance with the
        provisions of this Agreement and subject to Permitted
        Exceptions, which shall state that the assets are being
        acquired "AS IS WHERE IS" with the exception of those
        representations and warranties expressly set forth in
        this Agreement.

11.1.3  ASSIGNMENTS OF SPACE AND EQUIPMENT LEASES.  Seller
        shall execute, acknowledge and deliver to Purchaser, in
        counterparts, an assignment of all of Seller's right,
        title and interest as lessor under all Space Leases and
        as lessee and owner under the Equipment Leases.  Seller
        shall also execute, acknowledge and deliver to
        Purchaser, in counterparts, an assignment of all
        security deposits then held by Seller pursuant to the
        terms of Space Leases.  Purchaser will decide and
        notify Seller prior to the end of the Inspection Period
        whether the estoppel statements provided by tenants
        under Space Leases are adequate for Purchaser's
        purposes.

11.1.4  ASSIGNMENT OF HOTEL CONTRACTS, TRANSFERABLE PERMITS,
        NAMES AND MISCELLANEOUS ASSETS.  Seller shall execute,
        acknowledge and deliver to Purchaser an assignment of
        all of Seller's right, title and interest under the
        Hotel Contracts, transferable Permits, Names (to extent
        transferable) and the Miscellaneous Assets to be sold
        pursuant to this Agreement and shall deliver Seller's
        original counterparts of all documents which are in
        writing together with such correspondence and other
        records, if any, pertaining thereto which Seller has.
        Purchaser will decide and notify Seller prior to the
        end of the Inspection Period if Purchaser wishes to
        cancel any of the Hotel Contracts which are cancelable.


11.1.5  DOCUMENTATION REGARDING NON-TRANSFERABLE PERMITS.  As
        to any non-transferable Permits, Seller will, at
        Purchaser's cost and expense, execute and deliver to
        Purchaser any documents reasonably required to be
        signed by Seller to effect the reissuance thereof in
        the name of Purchaser.

11.1.6  CONSENTS/ESTOPPEL CERTIFICATES.  Seller shall obtain
        and deliver to Purchaser certificates from the lessees
        under the Space Leases and from parties to each of the
        material Hotel Contracts stating that said leases
        and/or contracts are in full force and effect in
        accordance with their terms, that to the best of their
        knowledge there are no defaults thereunder, and that,
        to the extent that the consent of such party is
        required for the assignment thereof, such consent has
        been given. Purchaser will decide and notify Seller
        prior to the end of the Inspection Period whether the
        certificates provided are adequate for Purchaser's
        purpose and the contract shall terminate in accordance
        with section 5.3.1 or any defeciencies in the
        certificates will be deemed waived.

11.1.7  SELLER'S RECORDS.  Seller shall deliver to Purchaser
        all records pertaining to the then registration of
        guests, advance bookings of banquets and similar
        functions, advance room reservations, promotion
        records, due bills, records of the purchasing and
        engineering departments of the Hotel and all other
        records, instruments, documents and deposits for Hotel
        operation, except for such summaries or copies of such
        records as Seller chooses to retain at its Seattle
        office.

11.1.8  EMPLOYMENT AGREEMENTS AND CONTRACTS.  Seller and
        Purchaser shall provide a written notice to all
        employees of the Hotel to terminate all employees of
        the Hotel as of the Cut-off Date.  The notice shall be
        made in form acceptable to Purchaser.

11.1.9  TITLE INSURANCE AND ADDITIONAL ITEMS.  Seller shall
        deliver to Purchaser all other instruments and
        documents to which Purchaser may be entitled at the
        Closing under any of the other provisions of this
        Agreement, including the allocation of Purchase Price
        and policy of Title Insurance.

11.2 DELIVERIES BY PURCHASER. Purchaser shall make the following deliveries to Seller at the Closing.

       11.2.1  PURCHASE PRICE.  Purchaser will execute and deliver
               such documents as are necessary to reflect that the
               Property is taken subject to the items described in
               Article IV, and shall make any other payments required
               by it hereunder.


       11.2.2  ASSUMPTION OF SELLER'S OBLIGATIONS.  Purchaser shall
               execute, acknowledge and return to Seller counterparts
               of the assignments delivered pursuant to Section 11.1
               to evidence its agreement to assume and perform all of
               the Seller's obligations under the Lease (as
               negotiated), any Assumed Debt (as re-negotiated) Space
               Leases, Hotel Contracts, and transferable Permits from
               and after the Closing Date; together with its
               obligation to pay all items for which it has received a
               credit at Closing and to indemnify Seller with regard
               thereto.

       11.2.3  ASSUMPTION OF BOOKINGS.  Purchaser shall execute,
               acknowledge and deliver to Seller an agreement on
               Purchaser's part to perform all booking arrangements at
               the Hotel from and after the Closing insofar as the
               same have been made by Seller pursuant to Section 7.5.

       11.2.5  ADDITIONAL ITEMS.  Purchaser shall deliver to Seller
               all instruments and documents to which Seller may be
               entitled at the Closing under any of the other
               provisions of this Agreement.

11.3   NOTICES

       11.3.1  TENANTS UNDER LEASES.  Seller and Purchaser shall
               execute and deliver all notices to all Space Lessees
               advising them of the sale of the Property, the
               assignment to Purchaser of the Space Leases, and the
               assumption by Purchaser of the lessor's obligations
               under such Space Leases.

       11.3.2  OTHER NOTICES.  Upon request of either party, Seller
               and Purchaser will execute and mail a notice addressed
               to the other party under any Equipment Lease, Hotel
               Contract, or to the governmental or other authority
               issuing any Permit assigned to Purchaser, notifying
               such person or authority of such assignment, and of the
               assumption of Purchaser of Seller's obligations
               thereunder.

ARTICLE XII

CONDITIONS TO CLOSING OBLIGATIONS

12.1 CONDITIONS TO SELLER'S OBLIGATION TO CLOSE. The obligation of Seller to consummate the transactions contemplated by this Agreement, including the sale of the Property, is expressly conditioned upon the fulfillment by and as of the time of Closing of each of the conditions listed below in this Section 12.1; PROVIDED, HOWEVER, that Seller, at its election, may waive all or any of such conditions:


12.1.1  PERFORMANCE OF AGREEMENTS.  Purchaser shall have
        performed all of its agreements contained in this
        Agreement required to be performed by it prior to the
        Closing Date (including but without limitation the
        adjustments and other closing matters provided for in
        Articles IX and X).

12.1.2  REPRESENTATIONS AND WARRANTIES.  The representations
        and warranties of Purchaser contained in this Agreement
        shall, except as contemplated or permitted by this
        Agreement, be true (regardless of the knowledge, or
        lack thereof, of Purchaser) on and as of the Closing
        Date, as if made on and as of the Closing Date, in all
        respects except for instances which are, in the
        aggregate, not material.

12.1.3  TENDER.  Purchaser shall have tendered to Seller the
        delivery of the items contemplated in Section 11.2.

12.2 CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE. The obligation of Purchaser to consummate the transactions contemplated by this Agreement, including the sale and purchase of the Property, is expressly conditioned upon the fulfillment by and as of the time of the Closing of each of the conditions listed below in this Section 12.2; PROVIDED, HOWEVER, that Purchaser, at its election evidenced by written notice delivered to Seller prior to or at the Closing, may waive any or all of such conditions:

12.2.1  PERFORMANCE OF AGREEMENTS; ADVERSE CHANGES.  Seller
        shall have performed all of its agreements contained in
        this Agreement required to be performed by it prior to
        the Closing Date (including but without limitation the
        adjustments and other closing matters provided for in
        Articles IX and X), and there shall have been no
        material permanent adverse change in the total
        conditions (financial or otherwise), assets,
        liabilities, earnings, or business of Seller or the
        Hotel, as described in Section 5, taken as a whole,
        since the date of this Agreement.

12.2.2  REPRESENTATIONS AND WARRANTIES.  The representations
        and warranties of Seller contained in this Agreement
        shall, except as contemplated or permitted by this
        Agreement to be limited to the best of Seller's
        knowledge, or as required or consented to by Purchaser
        under Section 7.2, be true on and as of the Closing
        Date, as if made on and as of the Closing Date, in all
        respects except for instances which are, in the
        aggregate, not material.


12.2.3  LITIGATION.  There shall be no pending or threatened
        litigation seeking to restrain, prevent, rescind, or
        change the terms of the sale and purchase of the
        Property from that which is set forth herein, or to
        obtain damages in connection with said sale and
        purchase which, in Purchaser's opinion, makes it
        inadvisable to proceed with said sale and purchase, or
        which, in Purchaser's opinion might materially and
        adversely affect the total condition (financial or
        otherwise), assets, liabilities, earnings or business
        of the Hotel.

12.2.4  TENDER.  Seller shall have tendered to Purchaser the
        delivery of the items contemplated in Section 11.1.

12.2.5  EQUIPMENT LEASES.  The holders of Equipment Leases
        shall have approved the transfer of the Property
        without change in terms or charge to Purchaser.

ARTICLE XIII

GENERAL PROVISIONS

13.1 FIRE OR OTHER CASUALTY OR CONDEMNATION.

13.1.1  NOTICE TO PURCHASER.  Seller agrees to give Purchaser
        prompt notice of any fire or other casualty occurring
        at or to the Property between the date of this
        Agreement and the Closing Date, or of any actual or
        threatened condemnation of all or any part of the Land
        of which Seller has knowledge.

13.1.2  MAJOR CASUALTY OR TAKING.  If, prior to the Closing,
        there shall occur (i) Damage to the Property caused by
        fire or other casualty which would cost Five Hundred
        Thousand Dollars ($500,000) or more to repair, or (ii)
        a taking by condemnation of any part of the
        Improvements or which materially interferes with the
        operation or use of the Hotel, then, and in either such
        event, Purchaser may terminate its obligations under
        this Agreement by written notice given to Seller within
        fifteen (15) days after Seller has given Purchaser the
        notice referred to in Section 13.1.1, or at the
        Closing, whichever is earlier and receive the return of
        the Earnest Money.  If Purchaser does not so elect to
        terminate its obligations under this Agreement, then
        the Closing shall take place as herein provided without
        abatement of the Purchase Price, and Seller shall
        assign to Purchaser at the Closing, by written
        instrument, all of Seller's interest in any insurance
        proceeds (except use and occupancy insurance and
        business interruption insurance for the period ending


        with the Closing Date) or condemnation awards which may
        be payable to Seller on account of any such fire,
        casualty or condemnation awards which may be payable to
        Seller on account of any such fire, casualty or
        condemnation, or the amount thereof not expended for or
        required to reimburse Seller for actual expenditures on
        account of restoration.

13.1.3  OTHER CASUALTY OR TAKING.  If, prior to Closing, there
        shall occur (i) damage to the Premises caused by fire
        or other casualty which would cost less than  Five
        Hundred Thousand Dollars ($500,000) to repair, or, (ii)
        a taking by condemnation of any part of the Premises
        which does not include a material part of the
        Improvements or does not materially interfere with the
        operation or use of the Hotel, then, and in any such
        event, neither party shall have the right to terminate
        its obligations under this Agreement by reason thereof
        and the Closing shall take place without abatement of
        the Purchase Price, but Seller shall assign to
        Purchaser at the Closing, by written instrument all of
        Seller's interest in any insurance proceeds (except use
        and occupancy insurance and business interruption
        insurance for the period ending with the Closing Date)
        or condemnation awards which may be payable to Seller
        on account of any such fire, casualty or condemnation,
        or the amount thereof not previously expended for or
        required to reimburse Seller for actual expenditures on
        account of restoration.  Notwithstanding the foregoing,
        if any such damage due to fire or other casualty is not
        covered by insurance and Seller does not make available
        to Purchaser funds equivalent to those which would have
        been available under such insurance, then Purchaser
        shall have a right to terminate this Agreement in the
        manner provided in Section 13.1.2 regardless of the
        extent of the damage.

13.1.4  DEFINITION OF MATERIAL TAKING.  For purposes of this
        Section 13.1, a taking of a material part of the
        improvements shall mean any taking which leaves
        remaining a balance of the Premises which may not be
        economically operated for the purpose for which the
        Premises was operated prior to such taking.  Without
        limiting the generality of the foregoing, a taking of
        more than ten percent (10%) of the common areas of the
        Improvements (including, without limitation, the
        lobbies, ballrooms, bars, dining areas, corridors,
        cellars, storage or service equipment areas) or more
        than fifteen percent (15%) of the guest areas of the
        Improvements (including, without limitation, all
        private rooms, bathrooms and the like) shall be deemed
        to be material and materially to interfere with the
        business and operation of the Hotel.


13.2 TERMINATION

13.2.1  BY SELLER.  Seller may terminate this Agreement by
        providing 15 days notice and opportunity to cure to
        Purchaser at any time prior to the Closing Date if a
        material default under or a material breach of this
        Agreement or any representation or warranty set forth
        in this Agreement or in any instrument delivered by
        Purchaser pursuant hereto shall be made by Purchaser.

13.2.2  BY PURCHASER.  Purchaser may terminate this Agreement
        by 15 days notice and opportunity to cure to Seller at
        any time prior to the Closing Date if:

        (A)    A condition to the performance of Purchaser
               hereunder shall not be satisfied on or before
               the date specified for the satisfaction thereof;
               or

        (B)    A material default under or a material breach of
               this Agreement or of any representation or
               warranty set forth in this Agreement or in any
               instrument delivered by Seller pursuant hereto
               shall be made by Seller.

13.2.3  EFFECT OF TERMINATION.  In the event of termination of
        this Agreement under this Section 13.2, then:

        (A)    The Earnest Money deposit of Purchaser shall be
               returned unless Purchaser is the party in
               default; and

        (B)    In the event the Agreement is terminated and the
               Closing is not consummated by reason of default
               of a party hereunder, if Purchaser is the
               defaulting party, Seller shall retain the
               Earnest Money as its sole and exclusive remedy;
               and if Seller is the defaulting party, Purchaser
               may bring an action for specific performance,
               sue for damages, or pursue any other remedy it
               may have at law.

13.3 ASSUMPTION OF LIABILITIES.

13.3.1  LIMITATION ON ASSUMED LIABILITIES.  Purchaser is not
        assuming any liabilities of Seller except liabilities
        which the terms of this Agreement expressly require
        Purchaser to assume.

13.3.2  SPECIFIC EXCLUSION OF ASSUMED LIABILITIES.  Without
        limiting the generality of Section 13.3.1, Purchaser is
        not assuming any liability of Seller in respect of the
        following:


        (A)    Any of Seller's trade payables applicable to the
               period prior to Closing;

        (B)    Any contingent liability of Seller whether for
               taxes or otherwise;

        (C)    Any liability on account of any employment
               agreement, welfare or other employee or fringe
               benefit plan, or any other or similar plan or
               any retirement, bonus, severance pay, insurance,
               profit sharing or deferred compensation plan; or

        (D)    Any liability of Seller hereunder for fees,
               expenses or taxes incurred in connection with
               the sale and transfer of the Property.

13.3.3  EFFECTIVE DATE OF ASSUMPTION.  Wherever it is provided
        in this Agreement that Purchaser shall assume all
        obligations of Seller, such assumption shall be
        effective only from and after the Closing Date and no
        such assumption shall require Purchaser to assume, nor
        shall it assume, any liabilities or obligations of
        Seller relating to or arising from Seller's performance
        of, or failure to perform, any of the terms of the
        assumed obligation prior to the Closing Date (except as
        otherwise expressly provided in this Agreement.)

13.4 SURVIVAL OF REPRESENTATIONS, ETC. Subject to the time limitations described in section 5.2, the respective representations, warranties, obligations, covenants and agreements of Seller and Purchaser contained herein shall survive Closing.

13.5 INDEMNIFICATION.

13.5.1  AGREEMENT TO INDEMNIFY.  Subject to the express
        provisions of this Agreement to the contrary, the
        Seller will indemnify Purchaser against any liability
        for claims arising out of events, acts, or omissions of
        Seller that occurred in connection with the operation
        of the Hotel up to the Closing Date, and Purchaser will
        indemnify the Seller against any liability for claims
        arising out of events, acts or omissions of Purchaser
        that occur in connection with the operation of the
        Hotel on or after the Closing Date.

13.5.2  INDEMNIFICATION REGARDING ASSUMED OBLIGATIONS.
        Whenever it is provided in this Agreement that an
        obligation of one party will be assumed by the other
        party from and after the Closing Date, the party so
        assuming such liability shall be deemed to have also
        agreed to indemnify and hold harmless the other party,


        its successors and assigns, from all claims, losses,
        liabilities and expenses (including reasonable
        attorneys' and accountants' fees) arising from any
        failure of the assuming party to perform the obligation
        so assumed from and after the Closing Date.

13.5.3  NOTICE AND COOPERATION ON INDEMNIFICATION.  Subject to
        the time limitations contained in section 5.2, whenever
        any party shall learn through the filing of a claim or
        the commencement of a proceeding or otherwise of the
        existence of any liability for which another party is
        or may be responsible under this Agreement, such party
        shall notify said other party promptly and furnish such
        copies of documents (and make originals thereof
        available) and such other information as such party may
        have which may be used or useful in defense of such
        claims and shall afford said other party full
        opportunity to defend the same in the name of any party
        and shall generally cooperate with said other party in
        the defense of any such claim.

13.6 ASSIGNMENTS AND SECTION 1031 EXCHANGE. Without the prior written consent of the other party, neither party may assign its rights hereunder except that Purchaser may assign its rights hereunder to any entity of which Cavanaughs Hospitality Corporation is the parent, manager or general partner, so long as Cavanaughs Hospitality Corporation remains liable for and responsible for performance of all obligations hereunder and payment of the Purchase Price. Cavanaughs Hospitality Corporation shall be liable for all obligations of Purchaser under this Agreement. Purchaser agrees to cooperate with Seller in allowing Seller to accomplish a deferral of taxes under the provisions of Section 1031 of the Internal Revenue Code (including advance funding up to two days prior to Closing in the amount required to allow Seller or its affiliates to acquire the Washington Mutual note or deposit of funds into specified accounts by Purchaser's affiliates), provided that such cooperation shall not result in any expense or liability to Purchaser or defect in title or risk to acquiring title to the Property other than that which Purchaser would have in a simple all cash purchase transaction. The deferral of tax arising out of this transaction is not a contingency to the obligations of Seller under this Agreement.

13.7 BROKERS. Seller shall pay all commissions or other fees to Colliers International under the terms of a separate agreement between Seller and Colliers. The parties represent and warrant to one another that they have not dealt with any other broker to whom they are obligated to pay a fee in connection with the sale of the Property.


13.8   EXPENSES, FEES AND DISBURSEMENTS OF COUNSEL.  Except as
       otherwise provided in this Agreement, each of the parties
       hereto shall bear and pay their respective expenses, including
       without limitation the fees and disbursements of their own
       counsel, accountants and other advisors, in connection with the
       negotiation and preparation of this Agreement and the Closing.

13.9   NOTICES.  Except as otherwise provided in this Agreement,
       notices, demands, requests, consents, approvals or other
       communications (for the purpose of this Section 13.9
       collectively called "Notices") required or permitted to be
       given hereunder or which are given with respect to this
       Agreement shall be in writing and shall be considered given
       when sent by United States registered or certified mail,
       postage prepaid, (or by private overnight courier) addressed to
       Purchaser at 201 W. North River Drive Suite 100, Spokane, WA
       99201 Attn. President and to Seller at Stellar International
       Holdings, 520 Pike Street Suite 2200, Seattle, WA 98101 attn.
       George Lawson, or such other place as a party may from time to
       time designate by notice, or when personally delivered.

13.10  COUNTERPARTS, FACSIMILES, CAPTIONS, ETC.  This Agreement may be
       executed in counterparts, each of which shall be deemed an
       original, and all of which shall constitute one and the same
       instrument.  The facsimile transmittal of an executed document,
       to be followed as soon as practical by delivery of the original
       signed document, shall be considered delivery of an original
       when transmitted to Seller at 206-467-9760 or to Purchaser at
       509-325-7324.  The captions are for convenience of reference
       only, and shall not affect the meaning or construction to be
       given any of the provisions hereof.  All pronouns and any
       variations thereof shall be deemed to refer to the masculine,
       feminine or neuter, singular or plural, as the identity of the
       parties may require.

13.11  GOVERNING LAW.  This Agreement shall be governed by,
       interpreted under, and construed and enforced in accordance
       with, the laws of the State of Washington, except to the extent
       required to enforce specific performance under the laws of the
       State of Utah where the Property is located.  In addition to
       any other remedy, the substantially prevailing party in any
       dispute arising out of this Agreement shall be entitled to
       recover their reasonable attorney fees and costs of litigation.

13.12  ENTIRE AGREEMENT; NO RECORDING.  This Agreement contains the
       entire agreement between the parties with respect to the
       subject matter hereof and supersedes all prior understandings
       with respect thereto.  This Agreement may not be modified,
       changed, supplemented or terminated, nor may any obligations
       hereunder be waived, except by written instrument signed by the
       party to be charged by its agent duly authorized in writing or
       as otherwise expressly permitted herein.  Subject to Section


       13.6, this Agreement shall be binding upon and inure to the
       benefit of their successors and assigns.  The parties do not
       intend to confer any benefit hereunder on any person, firm or
       corporation other than the parties hereto.  The parties each
       agree that neither this Agreement nor any memorandum thereof
       shall be recorded.

13.13  NO WAIVERS.  No waiver of any breach of any agreement or
       provision herein contained shall be deemed a waiver of any
       preceding or succeeding breach thereof or of any other
       agreement or provision herein contained.  No extension of time
       for performance of any obligations or acts shall be deemed an
       extension of the time for performance of any other obligations
       or acts.

13.14. CONFIDENTIALITY Neither party will make any disclosure of this Agreement except to the extent required to comply with the obligations of the parties under this Agreement or to comply with the obligations of that party under applicable laws and regulations. In the event Purchaser does not waive its contingencies to its obligations to purchase, Purchaser shall return to Seller all materials which it obtains from Seller, and Seller may acquire from Purchaser any third party reports on the Property ordered by Purchaser during the Inspection Period by reimbursing Purchaser for the cost of such report.

THE OFFER REPRESENTED BY THE FIRST PARTY EXECUTING AND DELIVERING THIS AGREEMENT IS WITHDRAWN UNLESS THE OTHER PARTY EXECUTES THIS AGREEMENT WITHOUT MODIFICATION AND DELIVERS IT TO THE ORIGINAL SIGNING PARTY ON OR BEFORE 5:00 P.M. OF THE THIRD BUSINESS DAY FOLLOWING THE DATE OF THE FIRST PARTY SIGNING.

IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed on its behalf by and through its managing partner and attested to by its officers thereunto duly authorized, all on the date first above written.

SELLER:                            PURCHASER:
STELLAR LONE STAR, L.L.C.          CAVANAUGHS HOSPITALITY LIMITED
by J-M Corporation, Member           PARTNERSHIP
                                   by Cavanaughs Hospitality
                                     Corporation, General Partner

/s/ Lars Jonnson                   by /s/ Art Coffey
------------------------------        -----------------------------
its President, J-M Corporation     Art Coffey, Executive Vice
                                     President


STATE OF WASHINGTON
                         ) SS.
County of Spokane

I certify that I know or have satisfactory evidence Art Coffey is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Executive Vice President of Cavanaughs Hospitality Corporation, the sole General Partner of Cavanaughs Hospitality Limited Partnership, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

Dated:  April 28, 1998.
                                   Patricia Stapleton
Type/Print Name of Notary:         __________________________________
                                   Notary Public in And For the State
                                     of Washington,residing at
                                     Spokane.
                                   My appointment expires: 01/06/02.


STATE OF WASHINGTON
                         ) SS.
County of King

I certify that I know or have satisfactory evidence that Lars Jonnson is the person who appeared before me, and said person acknowledged that (he/she) signed this instrument, on oath stated that (he/she) was authorized to execute the instrument and acknowledged it to be the free and voluntary act of such party as the President of J-M Corporation, Member of Stellar Lone Star, L.L.C. for the uses and purposes mentioned in the instrument.

Dated: April 29, 1998.
                                   Rita Stefanski
Type/Print Name of Notary:         __________________________________
                                   Notary Public in And For the State
                                     of Washington,residing at
                                     Newcastle.
                                   My appointment expires: 02/01/00.


                               EXHIBIT A

                     (Legal Description of Hotel)


EXHIBIT B

(Legal Description of Rental Property)


EXHIBIT C
(Due Diligence Request List)

To the extent available, information on this exhibit will be provided at the Hotel.

A. FINANCIAL
A1. Balance Sheets and Income Statements

[ ] Copies of past three years' year-end audited balance sheet and income statements.

[ ] Copies of most recent month's balance sheet and income statements.

A2. Financial Statements/P&L's

[ ] Copies of past three years' monthly detail profit and loss statements listing all income and expense categories by department.

[ ] Copies of monthly profit and loss statements for each department from the end of the prior fiscal year to and including the most recently completed month.

A3. Budgets

[ ] Past year's operating income and expense budgets by department.

[ ] Current year's operating income and expense budgets by department.

A4. Depreciation Schedules

[ ] List of all personal and real property including initial value, date of acquisition, accumulated depreciation, and scheduled monthly or annual depreciation.

A5. Debt

[ ] Complete copies of all mortgages or other loans secured by real property including copies of original agreements and any modifications and/or amendments.

[ ] Copy of a debt schedule, listing, the name of the lender, loan officer, addresses, phone number, current balance, annual percentage rate (APR), maturity date, current payment amounts and payment periods, current interest amounts, balloon payments, and prepayment penalties.

[ ] Copies of all leases in which the hotel is the lessee. Include copies of all furniture and equipment leases with terms, monthly payments, and buy out options.


A6. Real Estate Tax

[ ] Copies of past three year's property tax bills, including assessed valuations for land, improvements, and personal property, and any homestead exemptions if applicable.

[ ] Copies of current year's assessments and tax bills.

A7. Aged Accounts Receivable

[ ] Copy of current aged accounts receivable report

A8. General Ledger

[ ] Cavanaughs designee to review GL on-site with property general manager and controller.

A9. Purchase Journal

[ ] Copies of monthly purchase journals for past 6 months.

B. MAJOR AGREEMENTS
B1. Franchise Agreement and Inspections

[ ] Copy of Franchise Agreement if applicable, including costs, restrictions, policies and terms and any modifications and/or amendments.

[ ] Copies of Franchise Inspection Reports from the past two years.

B2. Leases

[ ] Copies of any retail leases or agreements for any portion of the Improvements. Include all attachments and exhibits to leases, and any modifications and/or amendments.

[ ] Copy of current rent roll, listing all tenants, monthly base rent, percentage rent as applicable, and term of lease.

[ ] Copies of most recent Estoppel Agreements executed by tenants, if applicable.

B3. Management Contract

[ ] Copy of Management Contract if applicable, including any modifications and/or amendments

B4. Service Contracts

[ ] Copies of any maintenance and/or service agreements and contracts, i.e. elevator, fire alarm monitoring and/or service, fire sprinkler inspection, landscaping, contract cleaning, etc.


C. ENGINEERING
C1. Site Survey/Plot Plan

[ ] Copy of engineered site survey or plot plan showing property boundaries, buildings, parking layout, and major utilities.

C2. Environmental Reports

[ ] Copy of Phase I assessment. If older than one year, a transaction screen update will be required.

[ ] Copy of Phase II analysis and report if performed.

C3. ADA Compliance

[ ] Copies of ADA compliance survey and/or certifications to lenders of ADA compliance.

C4. Asbestos Abatement/Management

[ ] Copies of asbestos surveys and abatement reports as applicable.

[ ] Copy of PACM (Presumed Asbestos Containing Material) Management Plan if applicable (required by Federal regulations for all public and commercial buildings constructed before 1980).

C5. Utility Bills

[ ] Copies of the last 12 months Sewer, Water, Refuse, Gas, and Electricity bills showing monthly consumption and invoiced amount.

C6. Building Plans

[ ] Cavanaughs designee to review building plans on-site.

C7. Inspection Reports for Fire Protection Equipment

[ ] Most recent inspection report for fire alarm system and date of next inspection as required by State and/or local ordinance.

[ ] Most recent inspection report for automatic fire sprinkler system and date of next inspection as required by State and/or local ordinance.

[ ] Date of most recent inspection and/or service of hand held fire extinguishers and copy of service invoice or inspection report.

[ ] Date of most recent inspection and cleaning of kitchen hoods and grease ducts and copy of service invoice or inspection report.


C8. Engineering Studies and Construction Specifications

[ ] Cavanaughs designee to review on-site, copies of soils report, building, mechanical and electrical construction specifications, and any engineering studies available for the property.

[ ] Copy of any seismic analysis of the building(s).

C9. Room FF&E Replacement Schedule

[ ] Dates of last upgrade of carpet, soft goods, case goods, and wall finishes for all guestrooms, organized by building, room wing, floor, groups of rooms, or individual guestroom as appropriate to allow determination of the age of any of these elements for any particular guestroom.

C10. Major Equipment List

[ ] Schedule of major kitchen and laundry equipment, listing item description, brand name, capacity, age, and initial value (this information may be included in item A4).

C11. Capital Expenditures

[ ] Copy of capital expenditure plan for the current fiscal year.

[ ] List of actual capital expenditures for the past three years.

C12. Room Layout

[ ] Plan showing guestroom buildings and/or room wings labeled with the descriptors commonly used by hotel staff, i.e. "North Wing", "Bldg A", "Corporate Floor", etc.

[ ] Copy of a numbering plan with list of room types and map showing room numbers.

C13. Elevator Inspection Reports

[ ] Copy of most recent elevator inspection report.

[ ] Date of last 5 year Full-Load Safety Test and copy of report (not required for hydraulic elevators).

C14. Chief Engineer Facility Questionnaire

[ ] Completed copy of CHC facility questionnaire.

C15. Citations and Violations

[ ] Copies of any outstanding citations or violations of building ordinances or codes.


C16. Zoning Requirements

[ ] Copy of parking analysis showing car parks required for present guestroom, banquet, restaurant, lounge and other uses.

[ ] Copy of zoning ordinance sections showing height restrictions and any floor area ratio (FAR) limits for the property.

C17. Parking Facilities

[ ] Plan view of parking layout showing number of parking stalls, and location of all ADA accessible stalls (may be included in item C1).

D. FOOD AND BEVERAGE
D1. Liquor License

[ ] Copy of current liquor license

[ ] Documentation of any Liquor Board Violations and Citations.

D2. Health Department Permits

[ ] Copies of current Health Department Permits

[ ] Copies of any Health Department inspection reports from the past 12 months.

[ ] Documentation of any Health Department Citations and Violations

D3. F&B Inventories

[ ] Food and beverage inventories for past three months

E. SALES AND MARKETING
E1. Marketing Plan

[ ] Copy of marketing plan for current fiscal year

E2. Sales Budget

[ ] Copy of sales department budget, Including travel expenses, printing expenses, and any other operating expenses

E3. Competition Survey

[ ] Narrative description of the local competitive set, including rates, occupancies, condition of properties, etc.


E4. Smith Travel Research (STAR) Report

[ ] Most recent STAR Trend Report, giving penetration and yield statistics versus competitive set.

E5. Group Rooms Booking Report

[ ] List of Organization Names and Room Nights Booked for three years out and three years past, (include definite AND tentative rooms booked)

E6. Market Segmentation

[ ] Market segment breakdown of business for the past three years showing the percentage of business (both room nights and room revenue) from each market segment such as "Convention/Group", "Special Corporate" (corporate business with a negotiated rate), "Permanent", "Corporate/Transient", "Discount/Leisure", "Government" and "Rack".

E7. Advertising Agreements

[ ] Copies of contracts for billboard advertising, airport advertising, print advertising, radio agreements (including tradeouts), and all other advertising agreements.

E8. Sponsorship Agreements

[ ] Copies of any documents or agreements pertaining to current or future sponsorship agreements.

F. LEGAL
F1. Litigation

[ ] Details of any current and pending litigation claims.

F2. Title Report

[ ] Preliminary Title Commitment including legible copies of ALL exceptions to title.

F3. Certificates of Occupancy

[ ] All Improvements

[ ] Restaurants and Lounges

[ ] Other


F4. Property and Liability Insurance

[ ] Summary of Coverage showing limits of coverage, deductibles and annual premiums.

[ ] Insurance loss recap for past three years.

G. HUMAN RESOURCES

G1. Organizational Structure

[ ] Copy of Organizational Chart of all management staff.

G2. Personnel

[ ] List of all employees, including job title and date of hire.

[ ] Employee compensation schedule including base pay and bonus plans for all Salaried and Hourly employees, and all levels of management.

G3. Employee Policies and Benefits

[ ] Copy of Employee Handbook including Personnel Policies, Benefit Programs, Standards of Conduct, etc.

[ ] Provide the following information for all benefit plans offered to employees: Eligibility Criteria; Summary of Benefits and Plan Booklets; Provider Booklets; Employer and Employee Monthly Premium Amounts.

G4. Collective Bargaining Agreements

[ ] Copies of any union contracts including any associated benefit programs.


EXHIBIT D

(Facility Inspection Questionnaire)

This questionnaire is intended to form the basis for on-site inspection and review of the subject property and will serve as a guideline for interviewing the Chief Engineer regarding these matters. Please take the time to answer the questions to the fullest extent possible so that the on-site inspection and interview time can be kept to a minimum.

ADA Compliance

Has a professionally prepared survey been made of the property to evaluate its compliance with the Americans With Disabilities Act (ADA)? If so, skip the balance of this section. If not, please answer the following:

[ ] How many accessible parking stalls are located on the property?

[ ] Are they identified with international symbols painted on the pavement?

[ ] Are they identified with pole mounted signs?

[ ] What is the accessible route from the parking stalls to the building entrances?

[ ] Describe the type of entrance doors to each major building area and how they comply with ADA requirements.

[ ] Are there any impediments to wheelchair access to any buildings, or any public areas of any buildings? If so, describe.

[ ] Is there an area of the front desk suitable for a wheelchair bound guest to check in and out of the facility? If not, what other accommodations have been made to address this need?

[ ] Are there handicap accessible restrooms near the public assembly areas of the hotel? Identify their number and location.

[ ] Are there accessible drinking fountains near the public assembly areas of the hotel? Identify their number and location.

[ ] Are there accessible telephones near the public assembly areas of the hotel? Identify their number and location.

[ ] How many handicap accessible guestrooms are on the property? List the room numbers, and identify which ones have tubs and which ones have roll-in showers. Do any of these rooms have special accommodations for the hearing impaired? If so, which

ones?


[ ] Are the individual guestroom room numbers ADA compliant? Do they have raised Braille numbers in addition to visual contrast between the background and the number? Are they located adjacent to the latch side of the door or on the door?

Fire Suppression Systems

[ ] Does the property have an automatic fire sprinkler system? If so, what areas are served, i.e. public areas, guestroom corridors, guestrooms?

[ ] Are there any unsprinklered areas?

[ ] What is the size of the sprinkler water service?

[ ] Is there a redundant supply?

[ ] Describe the type of backflow prevention devices isolating the sprinkler system from the potable water supply (i.e. single check, double check, detector check, reduced pressure)?

[ ] Are there any fire pumps incorporated in the system? If so, describe the capacity (gpm, psi, hp). Is the fire pump on an emergency generator?

[ ] Describe the fire suppression system for the kitchen hoods (water or chemical, and type of chemical). Are hood suppression systems owned or leased? Who provides service for the hood systems?

[ ] Describe the number and location of fire hydrants adjacent to the property.

[ ] Describe the type and location of standpipes throughout the facility. Are they wet or dry?

[ ] Are chemical fire extinguishers located in all hallways? What type are used? Who provides service for the extinguishers? What other locations have fire extinguishers?

Fire Alarm

[ ] Is there a fire alarm system on the property? If so, what areas are served?

[ ] Are there any areas not covered?

[ ] Is the system owned or leased?

[ ] Is the system "supervised" (monitored) by an independent entity? If so, identify the monitoring company.



[ ] If not, where is the local alarm panel, and what procedures are in place to notify the Fire Department in the event of an alarm? Is this procedure approved by the local Fire Department?

[ ] What is the location of the fire control panel(s).

[ ] Identify the manufacturer and model number of the control panel.

[ ] Does the system have any public address communications capabilities? If so, describe what areas are served?

[ ] Does the system have smoke detectors in public areas and guestroom hallways?

[ ] Does the system include smoke detectors in individual guestrooms? If not, do guestrooms have independent smoke detectors? If so, are they hard wired or battery? If hard wired, do they have any backup power? If so, what form?

[ ] What type of local alarm device is used, horns, strobes, bells or a combination? Identify what type is used and in which locations.

[ ] Are pull stations located adjacent to all exits?

[ ] How frequently is the system tested? Who performs the tests? Are test results submitted to the Fire Department? Are copies of the test results kept at the property? If not, where are they kept?

Kitchens

[ ] An equipment list is to be provided as item C10 of the CHC Due Diligence Information Request.

[ ] Describe the types of kitchen hoods. How frequently are they cleaned? How frequently are the grease ducts cleaned? Who performs this cleaning?

[ ] Is there a grease trap in the waste line? Where is it located, what is its capacity, and what equipment does it serve? How often is it emptied? Who performs this procedure? Where is the waste discharged?

[ ] Are there any open fryers in the kitchen? If so, what is the clearance between the fryers and the nearest open flame cook top?

[ ] What is the flooring material in the kitchen? What type of flooring is in the service areas? What type of base is used? What is the condition of the flooring?



[ ] What material is used on the walls?

[ ] What material is used on the ceilings?

[ ] What type of light fixtures are used in the kitchen and service areas?

[ ] List the number and size of the walk-in freezers and coolers? Are they water cooled or air cooled? If water cooled, is the water wasted to the sewer? If not, where is it discharged, and is the property still billed a sewer charge for this water?

[ ] What refrigerant is used in the freezers and coolers?

Laundry

[ ] An equipment list is to be provided as item C10 of the CHC Due Diligence Information Request.

[ ] Are dryers gas or electric?

[ ] How are dryers vented? Is there an external lint trap? If so, where is it located? How often is it cleaned? Is there any significant lint carryover?

[ ] Is the laundry served with soft water?

[ ] Does the laundry have its own hot water heater?

[ ] What is the condition of the laundry equipment? Describe any recurring maintenance or repair problems.

[ ] How is the laundry ventilated? Is there any active cooling? If so, describe. What is the winter heat source?

Elevators

[ ] Identify each elevator by it's common in-house identifier (elevator number, area description, or functional description as used to report problems with any particular elevator). List the elevator type (hydraulic, geared traction, gearless traction, etc.), manufacturer, and capacity.

[ ] Identify any non ADA compliant features (hall or car call buttons, door edges, floor passing gongs, hand rails, ADA phone, etc.). Have quotes for ADA upgrades been obtained?

[ ] Where are elevator phones monitored?

[ ] Are there any other communication devices and/or security devices in the elevators? If so, describe.



[ ] Describe dispatch control type and age of controls.

[ ] Describe drive type for traction elevators (motor generator, variable voltage and frequency AC, SCR DC, etc.)

[ ] Describe machine room climate controls. Have there been any problems with temperature control?

[ ] Where are operating permits kept?

[ ] Are all permits current?

[ ] Are there any pending issues with the elevator inspector?

Electrical

[ ] Describe the electrical service to the property. Is there more than one service entrance/metering point? If so, identify what building functions and/or areas are served by each meter.

[ ] Where are meters and main switchgear located?

[ ] What is the primary service voltage and ampacity?

[ ] Is three phase power available, and at what voltage?

[ ] Are there primary power transformers on site? If so, are they owned by the utility company or the property? Where are they located?

[ ] Are there any PCB's in any of the transformers? If so, describe their location.

[ ] Where are distribution panels located?

[ ] Where are the branch panels that serve the guestrooms located? Are more than one guestroom served from a common breaker?

[ ] Are the outlets in the bathroom or near outside vanities protected with GFIC breakers or outlets? Is each guestroom protected independently? If not, describe the interconnection.

[ ] Describe the emergency lighting for the property. Is there an emergency generator? If so, what is the capacity and fuel source? Where is the generator located? How often is it tested, and by whom? If battery backup exit lights and/or emergency lights are used, how often are they tested, and by

whom?

Plumbing

[ ] What is the size of the water service to the property? Is there a redundant supply? Is there more than one metering point? If so, describe the location and what building areas or uses are served by each meter.

[ ] Is landscape irrigation water fed from the same metered source? If so, how is the sewer charge computed during the summer irrigation period?

[ ] Identify all backflow prevention devices in the domestic water system. Are these devices mandated by local and/or state ordinances? How frequently are they tested, and by whom? Are test records kept at the property?

[ ] Is the property served by a public sewer system? If not, how is sewage treated?

[ ] Does the property have any sewer lift stations, sump pumps or grinder pumps? If so, describe their function and location. Have there been any problems with any such systems?

[ ] Are there any water softeners on the property? If so, what areas are served? Is only hot water softened? What type of softeners are used, and who maintains the equipment?

[ ] Describe the domestic hot water systems. What type of heaters/boilers are used? What is their fuel type? If fossil fueled, are they natural draft or forced draft units? List the capacity and area served for each system. List any storage capacity and whether integral to the heater or a separate storage tank.

[ ] Describe any hot water recirculation systems. Have there been any problems with leaks in the recirculation lines, or recurring pump failures?

[ ] What is the primary water pipe material (copper, galvanized steel, etc.)? What is the condition of the piping system?

[ ] How is guestroom domestic water isolation valving arranged? Can individual guestrooms be isolated, pairs or groups of rooms, floor by floor, building by building, etc.?

[ ] Describe the guestroom plumbing fixtures by building, construction phase, etc. as appropriate. Identify the type and color of each major fixture including tubs (steel, cast iron, fiberglass, Americast, etc.); toilets (bottom outlet, back outlet, wall hung, gravity tank type, pressure bladder type, Sloan flush valve type, water conservation, or standard volume,


etc.); lavs (steel, cast iron, china, fiberglass, stainless steel, Vermax or other simulated marble, self rimming, drop in, one piece molded vanity, etc.); shower enclosures (fiberglass, tile, etc.). Identify the type of faucets and shower valves used by building or construction phase by brand and general description (i.e. Moen single handle non pressure compensated shower valves, Symonns pressure balanced single handle shower valves, Delta individual hot and cold lavatory faucets, etc.).

HVAC


[ ] Describe the HVAC system serving each major building area.
Identify what areas are served by common air handlers, and what type of individual zone control is used for multizoned equipment (VAV, terminal reheat, double duct, constant volume multizone, etc.). Identify the energy source for heating for each system (natural gas, electric resistance, electric heat pump, steam, etc.).

[ ] For guestrooms, describe the heating and cooling system, including the location of the individual room temperature control, and the degree of control afforded the guest. Describe the exhaust/ventilation for the guestroom. Is there an individual exhaust fan in each bathroom, or a single central ducted system? How are individual fans controlled, if applicable (switched with bathroom light, on timer, on separate switch, etc.) How does makeup (ventilation) air get back into the guestroom?

[ ] Describe the makeup air system for the kitchen. Is there any heat recovery? Is there a swamp cooler, gas pack heater, etc.?

[ ] Describe any makeup air system or ventilation and/or space temperature controls for the laundry.

[ ] Describe the exhaust systems serving the public restrooms.

[ ] Describe the HVAC and any humidity control systems serving any indoor swimming pool or jacuzzi areas.

[ ] Describe any central plant equipment, including chillers, boilers, cooling towers, etc.

[ ] Identify any recurring problem areas or non functional equipment. Identify the refrigerants used throughout the facility and any measures being taken to convert from CFC refrigerants. Are there any ASHRAE 15 refrigerant ventilation issues?


Roofing

[ ] Describe by building the type, age, condition, projected life and any deferred maintenance or known problems for each building roof.

Window Systems

[ ] Describe by building or construction phase, the type of window system used. Describe whether single or double pane, clear, bronze, heat absorbing, low emissivity, internally filmed, etc. Describe the type of framing, whether aluminum, wood, vinyl, fixed glazing, slider, casement, double hung, etc. Describe the finish, such as painted, mill finish, bronze anodized, etc. Describe the condition of each glazing system including any deferred maintenance or known problems.

Exterior Siding

[ ] Describe the exterior siding used on each building or construction phase. Identify the condition, age, projected life and any deferred maintenance or known problems for each area.

Site


[ ] Describe the condition of any site paving including striping of parking areas. Identify any known drainage problems, or areas which appear to be in need of crack repair, seal coating or asphalt overlay.

[ ] Describe the condition of sidewalks, exterior stairways, and/or concrete decks, balconies or patios. Identify any known deterioration or spalling, and any recent repairs to same.

[ ] Describe the condition of each pool or spa on the property.
Identify any known problems or deferred maintenance issues.

Utilities

[ ] Identify any clear candidates for energy or other utility conservation measures regarding electrical, natural gas, water, sewer or garbage usage.

FF&E


[ ] Identify any recurring maintenance issues regarding room casegoods or other FF&E items such as ice machines, operable sound walls, banquet furnishings, etc.
Completed By: ____________________________________________

Title:         ____________________________________________

Date:          ____________________________________________


 

Exhibit 10.16

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND
HOTEL MANAGEMENT AGREEMENT

THIS HOTEL MANAGEMENT AGREEMENT AND FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (hereafter collectively referred to as "Management Agreement") is entered into effective June 1, 1998 between Stellar Lone Star Limited Liability Company, a Washington limited liability company (hereafter "Stellar") and Cavanaughs Hospitality Limited Partnership, a Delaware limited Partnership (hereafter "Cavanaughs"), for good and valuable consideration, receipt of which is acknowledged, on the following terms and conditions:

1. PURCHASE AGREEMENT. Stellar and Cavanaughs have previously entered into a Purchase and Sale Agreement dated April 28, 1998 ("Purchase Agreement") for the sale of the Property described in the Purchase Agreement. The Purchase Agreement is incorporated in this Management Agreement as if fully set forth herein. All capitalized terms used in this Management Agreement, unless specified to the contrary herein, are defined in the Purchase Agreement. This Management Agreement amends the Purchase Agreement to the extent set forth in this Management Agreement. Except as specifically amended herein, the terms of the Purchase Agreement continue in full force and effect.

2. AMENDMENTS TO PURCHASE AGREEMENT. The Purchase Agreement is amended as follows:

2.1 The Closing Date shall be July 1, 1998.

2.2 Cavanaughs waives its contingencies under Section 5.3 of the Purchase Agreement.

2.3 Immediately upon complete execution of this Management Agreement, Cavanaughs shall increase the amount of the Earnest Money, inclusive of any interest accrued to date, to a total of Two Million Dollars ($2,000,000). Any interest on the Earnest Money shall be for the benefit of Stellar.

2.4 The Cut-off Time shall be 11.59 p.m. of May 31, 1998, and all closing adjustments described in Sections 9.2 and 10 of the Purchase Agreement shall be made as of the Cut-off Time. At Closing, the prorations and adjustments shall include a credit to Stellar for all deposits which Stellar has made against work to be performed on the pool, convention area roof replacement or parking lot of the Property.



2.5 Effective June 1, 1998, Cavanaughs shall take magement of the Property under the terms of this Management Agreement. Possession under the Purchase Agreement will take place at Closing.

2.6 All deliveries of documents shall be as described in
Section 11 of the Purchase Agreement, provided, however, that Cavanaughs shall have the full benefit of and responsibility for the following effective as of the Cut- off Time under the terms of this Management Agreement:

2.6.1  Cavanaughs shall have the full use of and
       responsibility for all Service Equipment,
       Consumables, Operating Equipment, Space Leases,
       Hotel Contracts, Transferable Permits, Names and
       Miscellaneous Assets.  There are no Capital Leases.
       Cavanaughs is not assuming any Equipment Leases
       beyond being responsible for making the payments for
       Equipment Leases attributable to the month of June,
       1998.

2.6.2  The termination of employees and notice thereof
       described in Section 11.1.8 shall be as of the Cut-
       off Time.  Cavanaughs will hire all employees used
       in the management of the Hotel under this Management
       Agreement.

2.7 Stellar and Cavanaughs shall execute and deliver to one another the Olympus Lease/Management Agreement in the form delivered to Stellar on May 26, 1998.

2.8 Stellar shall deliver to Coopers and Lybrand, in connection with the audit of the 1997 financial statements of the Property, the representation letter in the form delivered to Stellar on May 26, 1998.

3. PROPERTY. Stellar hereby transfers operation of the Property to Cavanaughs, upon the terms and conditions herein set forth,.

4. USE OF PROPERTY; ENVIRONMENTAL MATTERS. The Property shall be operated as a hotel, guest services, restaurant and banquet/meeting facility and for no other purpose (collectively "Hotel Use") without the prior consent of Stellar. Cavanaughs shall not allow use of the Property in a manner which would increase insurance premiums, or for any illegal purpose. Cavanaughs shall comply with all governmental rules, orders, regulations, or requirements relating to the use and occupancy of the Property. Cavanaughs shall not allow the presence, use, storage or disposal of any hazardous or toxic waste or materials on the Property at any time other than in full compliance with all applicable laws, rules, and regulations. Hazardous and/or


toxic waste or materials shall include any substance, waste, or material which is designated as a Hazardous Substance under the Comprehensive Environmental Response, Compensation and Liability Act (42 USC Section 9601 et seq.), the Model Toxics Control Act, revised Code of Washington Section 70.105D), or under any other applicable law. Cavanaughs agrees to defend, indemnify and hold Stellar harmless from and against any liabilities, obligations, damages, costs, and expenses (including attorneys' fees incurred prior to trial, at trial and upon appeal) incurred as a result of any hazardous or toxic waste or material having been used, stored, or disposed of on the Property or violations of applicable laws, rules and regulations relating to the use of the Property during the term of this Management Agreement. This indemnity shall survive termination of this Management Agreement. Stellar makes the warranties to Cavanaughs contained in the Purchase Agreement.

5. TERM. This Management Agreement shall be for a term of one month, commencing June 1, 1998 ("Commencement Date") and terminating on July 1, 1998; provided, however, that in the event Closing is delayed due to the default of a party, this Management Agreement shall continue through Closing at the sole option of the non-defaulting party. If Closing does not occur and is not extended by the parties, this Management Agreement shall terminate upon either party delivering thirty (30) days prior written notice.

6. MANAGEMENT FEE. As a management fee, Cavanaughs shall receive all of the gross receipts of the Property. Cavanaughs shall pay the Operating Expenses defined below plus a payment to Stellar ("Stellar Payments") of $80,313 for the month of June, 1998 and $180,313 per month for any month following June 1998 if this Management Agreement shall continue after June 30, 1998. The Stellar Payments shall be prorated and refunded to Cavanaughs based on the number of days remaining in the month during which this Management Agreement has terminated. The Stellar Payments shall be paid by Cavanaughs in advance on the first day of each and every month during the term hereof, except that the first payment shall be on the latter of June 1 or the date of complete execution of this Management Agreement. Interest and principal payments of the debt service for the debt now encumbering the Property are not the responsibility of Cavanaughs. During the course of this Management Agreement, Stellar shall hold harmless and indemnify Cavanaughs from any claim by any secured creditor of Stellar. The Stellar Payments shall be paid at Stellar's address set forth in the Purchase Agreement.

7. COSTS OF MANAGEMENT, OPERATION AND MAINTENANCE. Cavanaughs is to pay all Operating Expenses. The term "Operating Expenses" means all costs of management, operation, and maintenance of the Property as a Hotel utilizing the Cavanaugh's Hotel name or such other franchise as may be utilized by Cavanaughs from time to


time, including, without limitation, requirements contained in the Articles, Bylaws, Rules and Regulations of Best Western International, Inc. and the Membership Agreement between Stellar and Best Western International, Inc. Operating Expenses include, without limitation, the following: employment taxes, unemployment insurance, wages, salaries, fringe benefits, and other direct and indirect costs of employees; janitorial, cleaning, landscaping, guard, security and other services; gas; electrical, water, waste disposal, and other utilities; heating, ventilation and air- conditioning; window washing; materials and supplies; painting, repairs, and other maintenance; parking lot resurfacing and restriping, as well as cleaning, sweeping, and ice and snow removal; maintenance, repair, replacement, and service of equipment, including without limitation the HVAC system, alarm systems, and other equipment; reserves; costs of independent contractors; management fees and expenses; insurance and insurance deductibles of any kind; real and personal property taxes, assessments; utility charges of any kind; the cost of any repair, renovation, alteration, and improvement required to be made under any governmental law, rule or regulation (excluding those in breach of any warranty of Stellar contained in this Management Agreement); supplying directional signs, other markers, and car stops; and any other expense or charge which is a cost of management, operation, or maintenance of the Property.

8. OPERATION OF HOTEL. Cavanaughs shall operate the Property as a hotel in a first-class manner at least equal to the quality of Stellar's prior operation of the Hotel. Included within the Property managed under this Management Agreement is all personal property, furnishings, fixtures, and inventory owned by Stellar used in connection with the operation of the Hotel.

9. QUIET ENJOYMENT. Stellar covenants and agrees that so long as Cavanaughs remains in full compliance with all of Cavanaughs' obligations under this Management Agreement, Cavanaughs shall lawfully and quietly hold, occupy, and enjoy the Property during the term of this Management Agreement.

10. REPAIRS, AND MAINTENANCE BY CAVANAUGHS. Cavanaughs shall be responsible for all maintenance of the Property during the term of this Management Agreement. Cavanaughs shall keep the Property in a neat, clean, sanitary condition, and shall keep the Property and all items used in connection with the operation of the Property in as good condition as was done by Stellar.

11. STELLAR'S ACCESS TO PROPERTY. Stellar, provided Stellar notifies Cavanaughs at least 24 hours in advance, may inspect the Property at all reasonable times and enter the same for the purpose of determining whether the Cavanaughs is complying with its obligations under this Management Agreement.



12. INSURANCE. Cavanaughs shall, at Cavanaughs' sole expense, maintain comprehensive general liability and property damage insurance insuring against any and all claims for injury to or death of persons and loss of or damage to property occurring upon, in, or outside of the Property. Such insurance shall be of the type of coverage, and with the coverage limits, at least as previously maintained on the Property as of the Commencement Date and shall comply with the requirements of the existing first lien loan secured by the Property. Cavanaughs shall, at Cavanaughs' sole expense, maintain on all of Cavanaughs' personal property, fixtures and leasehold improvements on the Property, a policy of "all risk" special perils property damage insurance in the amount of their replacement value in a form which complies with the requirements of the existing first lien loan secured by the Property. Such insurance shall name Stellar as an additional insured, and all proceeds of such insurance shall be applied to the restoration of personal property, fixtures, and leasehold improvements; any proceeds of such insurance remaining after such restoration shall belong to Cavanaughs. Cavanaughs shall, at Cavanaughs' sole cost and expense maintain a policy of all risk special perils building and personal property insurance with full replacement value coverage. Such insurance shall be in at least the amount of coverage as was previously maintained on the Property and which complies with the requirements of the existing first lien loan secured by the Property. All proceeds of any such insurance shall be applied to the restoration of the Property. All such insurance shall name Stellar and Cavanaughs as co-insured as well as any lender of Stellar on the Commencement Date, all of whom shall receive copies of endorsements and policies. Policies shall provide for at least thirty (30) days notice to Stellar prior to cancellation. Such insurance may be part of blanket coverage and composed of primary and umbrella policies.

13. DAMAGE OR DESTRUCTION. If the Property is damaged or destroyed by fire or any other cause except condemnation, Cavanaughs shall restore the Property as nearly as practical to its condition immediately prior to such damage or destruction and all insurance proceeds shall be made available to Cavanaughs for that purpose. Any restoration shall be promptly commenced and diligently prosecuted and rent shall not abate during such time. Stellar is not liable for any damages or abatement of rent for any reason whatsoever dealing with damage or destruction to the Property.

14. LIENS; WASTE. Cavanaughs shall have no authority to allow any liens to be filed against the Property and shall not suffer or permit any lien to be filed against the Property, nor waste committed thereon. If any such lien is filed against the Property, the responsible party shall cause the same to be discharged of record (by bond or payment) within 60 days after the date of filing the same.



15. INDEMNITY BY PARTIES. Except for damages or injuries which are the subject of the specific representations and warranties of Stellar to Cavanaughs contained in the Purchase Agreement, Cavanaughs agrees that Stellar shall not be liable for any claims for death of or injury to persons or damages to or destruction of property sustained by Cavanaughs or by any other person in or outside of the Property after the Commencement Date, including without limiting the generality of the foregoing, any claims caused by or arising from the condition or maintenance of any part of the Property. Cavanaughs hereby waives all claims therefor and agrees to hold harmless, defend, and indemnify Stellar against any such loss, damage, or liability or any expense (including attorneys' fees at trial or at appeal) incurred by Stellar in connection therewith. Cavanaughs shall hold Stellar harmless from and against any and all damages arising out of any damage to any persons or property occurring in, on, or about the Property resulting from the negligent acts or omissions of Cavanaughs or its agents, servants, employees, or authorized representative. Cavanaughs shall indemnify and hold Stellar harmless from and against any and all damages arising out of any damage caused by Cavanaughs failure to obtain and hold any licenses and permits required for the operation of the Hotel. Stellar shall hold harmless, defend, and indemnify Cavanaughs from and against any and all damages arising out of any damage to any persons or property occurring in, on, or about the Property resulting from the negligent acts or omissions of Stellar or its agents, servants, employees, or authorized representatives.

16. DEFAULT; REMEDIES; LATE CHARGES. Time is of the essence hereof. In the event Cavanaughs fails to make any payment, including the Stellar Payment or payments of taxes, insurance or the like, and if such default or violation is not remedied within fifteen (15) days after notice in writing thereof is given by Stellar to Cavanaughs, specifying the matter in default, then Stellar may have its default remedies, as further set forth below. If the default or violation claimed does not involve the payment of money, then Cavanaughs must cure the default within thirty (30) days, or if the default is of such a nature that it cannot be cured within thirty (30) days, but it can be cured, then Cavanaughs must commence the cure within the thirty (30) days and diligently continue the same until complete, or Stellar may likewise have its default remedies. In the event of such uncured default, or in the event of a default which cannot by its very nature be cured, then Stellar may at its option, immediately declare Cavanaughs' rights under this Management Agreement terminated, and reenter the Property using such force as may be necessary, and repossess itself thereof, as of its former estate, and remove all persons and property. Cavanaughs acknowledges that late payment by Cavanaughs to Stellar of the Stellar Payment will cause Stellar to incur costs not contemplated by this Management Agreement, the exact amount of which would be extremely difficult


and impractical to ascertain. Such costs include, but are not limited to, processing and accounting charges. Therefore, in the event Cavanaughs fails to make any payment of the Stellar Payment within ten (10) days of the date when such payment is due, Cavanaughs shall pay to Stellar a late charge equal to five percent (5%) of the amount delinquent. Waiver of said 5% late charge with respect to any payment shall not be deemed to constitute a waiver with respect to any subsequent payment.

17. ALTERATIONS, SIGNS AND TRADE FIXTURES. Cavanaughs may install on the Property such equipment as is customarily used in the type of business conducted by Cavanaughs on the Property, including temporary signs identifying Cavanaughs. All signs will comply with the Best Western agreements, rules and regulations described above. Cavanaughs shall not remove or install any permanent signs during the term of this Management Agreement or make any alterations to the Property without the prior written consent of Stellar. Upon the expiration of this Management Agreement in the absence of Closing, Cavanaughs shall, at Cavanaughs' expense, remove from the Property all such equipment and all other property of Cavanaughs and repair any damage to the Property occasioned by the removal thereof. Any property left in the Property after the expiration or sooner termination of this Management Agreement shall be deemed to have been abandoned by Cavanaughs and become the property of Stellar to dispose of as Stellar deems expedient without accounting to Cavanaughs therefor.

18. NOTICES. All notices, demands, and requests to be given by either party to the other shall be in writing and given in the manner described in the Purchase Agreement.

19. MISCELLANEOUS

. 19.1 NONWAIVER. No failure of Stellar to insist upon the strict performance of any provision of this Management Agreement shall be construed as depriving Stellar of the right to insist on strict performance of such provision or any other provision in the future. No waiver by Stellar of any provision of this Management Agreement shall be deemed to have been made unless expressed in writing and signed by Stellar. No acceptance of rent or of any other payment by Stellar from Cavanaughs after any default by Cavanaughs shall constitute a waiver of any such default or any other default. Consent by Stellar in any one instance shall not dispense with necessity of consent by Stellar in any other instance.

19.2 ATTORNEYS' FEES. If an action is commenced to enforce any of the provisions of this Management Agreement, the prevailing party shall, in addition to its other remedies, be entitled to recover its reasonable attorneys' fees incurred prior to trial, at trial, and upon appeal.


19.3 CAPTIONS AND CONSTRUCTION. The captions in this Management Agreement are for the convenience of the reader and are not to be considered in the interpretation of its terms.

19.4 PARTIAL INVALIDITY. If any term or provision of this Management Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Management Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Management Agreement shall be valid and be enforced as written to the fullest extent permitted by law.

19.5 GOVERNING LAW. This Management Agreement shall be governed by the laws of the State of Washington and Venue is King County for any action, except to the extent required to enforce provisions of this Management Agreement or the Purchase Agreement under the laws of the State of Utah.

19.6 INTERPRETATION. This Management Agreement has been submitted to the scrutiny of all parties hereto and their counsel if desired, and shall be given a fair and reasonable interpretation in accordance with the words hereof, without consideration or weight being given to its having been drafted by any party hereto or its counsel.

19.7 NUMBER; GENDER; PERMISSIVE VERSUS MANDATORY USAGE. Where the context permits, references to the singular shall include the plural and vice versa, and to the neuter gender shall include the feminine and masculine. Use of the word "may" shall denote an option or privilege and shall impose no obligation upon the party which may exercise such option or privilege; use of the word "shall" shall denote a duty or an obligation.

19.8 TIME. Time is of the essence of this Management Agreement.

19.9 BINDING EFFECT; COUNTERPART ORIGINALS; FACSIMILE, ASSIGNMENT. This Management Agreement shall be binding upon the parties hereto and upon their respective executors, administrators, legal representatives, successors, and assigns. Each party to this Agreement may execute separate originals of this Agreement with the same effect as if both signed the same original. A facsimile transmission of the executed original shall be treated as an original signed document. The parties shall cooperate to assemble and deliver to one another duplicate signed originals as soon as is practical following such facsimile transmission. This Management Agreement may not be assigned by either party.



20. EARLY PRESENCE ON PROPERTY. In order to effect a smooth transition of the operation of the Hotel, Stellar and Cavanaughs agree that Cavanaughs will be present upon the Property on the two days prior to the Commencement Date, but such presence shall not otherwise affect the dates specified in this Management Agreement. Stellar and Cavanaughs shall jointly work on the transition of operations on those two days, and Stellar's employees shall work with Cavanaughs on those dates, even though the employees will not be formally working as Cavanaughs' employees.

EXECUTED as of the date first above written.

CAVANAUGHS:                        STELLAR:

Cavanaughs Hospitality Limited     Stellar Lone Star LLC
by Cavanaughs Hospitality          by J-M Corporation Managing Member
Corporation, General Partner


By /s/ Donald K. Barbieri          By /s/ George L. Lawson
   -----------------------------      -------------------------------
Name: Donald K. Barbieri           Name:  George L. Lawson
Title:  President                  Title:  Agent