

                              EXHIBIT 10.2
                              ------------

                       PURCHASE AND SALE AGREEMENT
                                   AND
                           ESCROW INSTRUCTIONS

TO:  Commerce Escrow Company
     1545 Wilshire Boulevard
     Suite 600
     Los Angeles, CA  90017

     Re:  Escrow No. 96-24820

Gentlemen:

          1.   Establishment of Escrow. G.A. MAC DONALD CONSTRUCTION 
CO. INC., a California corporation (hereinafter referred to as "Mac 
Donald Construction") and JEAN A. MAC DONALD and SCOTT A. MAC DONALD, as 
Trustees Under the Will of Gordon A. Mac Donald, Deceased (hereinafter 
referred to as the "Trust") (and Mac Donald Construction and the Trust 
herein collectively referred to as "Seller"), as the seller herein, and 
SIMPSON MANUFACTURING CO., INC., a California corporation (hereinafter 
referred to as "Buyer"), as the buyer herein, hereby establish the 
above-referenced escrow (hereinafter, the "Escrow"). You are hereby 
instructed to hold in the Escrow the documents and funds to be delivered 
to you under these Escrow Instructions, and to deliver said documents 
and funds from the Escrow, in the manner and at the time hereinafter 
indicated, pursuant to your standard escrow service. However, 
notwithstanding the preceding provisions of this paragraph, the Escrow 
shall be deemed established, and this Purchase and Sale Agreement and 
Escrow Instructions (hereinafter referred to as "these Escrow 
Instructions"), including the contract of purchase and sale between the 
parties embodied herein, as described in Paragraph 2, shall become 
effective, upon, and only upon, the delivery to you of these Escrow 
Instructions, in the form of a single fully- executed original hereof, 
or counterparts hereof, executed by the respective parties. The date 
upon which these Escrow Instructions, in the condition described in the 
preceding sentence, are delivered to you, or delivery thereof to you is 
completed, is hereinafter referred to as "the Escrow Opening Date."  
Upon the occurrence of the Escrow Opening Date, you shall promptly 
notify the parties in writing thereof. In the event that these Escrow 
Instructions are delivered to you in counterparts and the Escrow Opening 
Date does not occur within three (3) business days after either party 
first delivers to you such party's executed counterpart hereof, then you 
shall immediately notify the parties thereof and, upon written demand 
made in writing to you before the occurrence of the Escrow Opening Date 
by any party who shall theretofore have delivered to you such party's 
executed counterpart hereof, you shall deliver such party's executed 
counterpart hereof back to such party and this transaction shall 
thereupon be deemed terminated, with no further liability to either 
party.

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          2.  Contract of Purchase and Sale Embodied Herein. As matters 
with which you shall not be concerned, the parties hereto hereby agree 
that (a) these Escrow Instructions shall also constitute a legally 
binding contract of purchase and sale between Seller and Buyer with 
respect to the property and other matters covered hereby, and (b) these 
Escrow Instructions shall be read and construed as an integration of the 
parties' entire agreement and understanding with respect to the subject 
matter hereof, all prior and contemporaneous oral agreements, 
understandings and representations and prior written agreements, 
understandings and representations between the parties and/or their 
respective representatives relating to such subject matter being hereby 
declared to be superseded and of no further force or effect.

          3.   Property to be Sold and Purchased. Seller hereby agrees 
to sell to Buyer, and Buyer hereby agrees to purchase from Seller, upon 
the terms and conditions set forth herein, all of that certain real 
property located at 1545 Moonstone, Brea, California, and more 
particularly described in Exhibit A attached hereto, together with all 
improvements, fixtures and appurtenances thereon or constituting a part 
thereof. The aforesaid real property, improvements, fixtures and 
appurtenances are hereinafter referred to collectively as "the Subject 
Property".

          4.   Amount and Form of Purchase Price. The purchase price 
for the Subject Property (hereinafter, "the Purchase Price") shall be 
One Million Eight Hundred Twenty-Five Thousand Dollars ($1,825,000.00). 
The Purchase Price shall be paid as follows:

               (a)  Deposit. A deposit toward the Purchase Price in the 
amount of Ten Thousand Dollars ($10,000.00) (hereinafter, "the Deposit") 
shall be delivered to Escrow by Buyer in the form of a personal check 
simultaneously with Buyer's delivery to you of an original or 
counterpart of these Escrow Instructions signed by Buyer. 
Notwithstanding anything else herein, in the event that, for any reason, 
said check is not honored when presented for payment, then (provided 
that these Escrow Instructions shall first have become effective 
pursuant to the provisions of Paragraph 1) Buyer shall be deemed in 
default hereunder, and Seller, without limitation of any other rights or 
remedies Seller may have hereunder or under law by reason of such 
default, shall have the right, at Seller's election, by written notice 
to Buyer and you, to forthwith terminate the Escrow and the contract of 
purchase and sale embodied in these Escrow Instructions.

               (b)  Balance of Purchase Price. On or before the Closing 
Date, as hereinafter defined, Buyer shall deliver into Escrow Buyer's 
cash funds in the amount of One Million Eight Hundred Fifteen Thousand 
Dollars ($1,815,000.00). Buyer shall also deliver into Escrow on or 
before the Closing Date, such additional cash funds as may be necessary 
to pay Buyer's share of the closing costs and escrow prorations provided 
for herein.

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          5.   Deposit of Deed; Condition of Title. On or before the 
Closing Date, Seller shall deposit into the Escrow Seller's properly 
executed and acknowledged grant deed or grant deeds (hereinafter in 
either case, "the Grant Deed") conveying the Subject Property in fee 
simple to Buyer (or to Buyer's nominee, if Buyer shall designate such a 
nominee to Seller and you in writing prior to the close of Escrow).
IT IS THE INTENT OF THE PARTIES THAT, NOTWITHSTANDING SELLER'S USE OF A 
GRANT DEED TO CONVEY THE SUBJECT PROPERTY TO BUYER HEREUNDER, SELLER 
SHALL MAKE NO REPRESENTATIONS OR WARRANTIES TO BUYER WITH RESPECT TO THE 
CONDITION OF TITLE TO THE SUBJECT PROPERTY, IT BEING AGREED THAT THE 
BUYER SHALL RELY SOLELY UPON THE POLICY OF TITLE INSURANCE PROVIDED FOR 
BELOW AS TO ANY TITLE ASSURANCES BUYER MAY REQUIRE.

          6.   Preliminary Title Report.

               (a)  Delivery of Title Report to Buyer. As soon as 
practicable after the Escrow Opening Date, you shall cause Chicago Title 
Company (the "Title Company") to issue and deliver to Buyer and Seller a 
current preliminary title report covering the Subject Property, together 
with copies of all instruments and documents of record that are listed 
as exceptions therein, said preliminary title report and the copies of 
said instruments and documents being hereinafter referred to 
collectively as "the Title Report".

               (b)  Buyer's Right to Approve Title Report:  Buyer shall 
have ten (10) calendar days from receipt of the Title Report to review 
and approve the same. If Buyer disapproves of any item disclosed in the 
Title Report, Buyer must notify you and Seller in writing of that item 
and the nature of Buyer's objection within said 10-day period. If Buyer 
fails to give you and Seller such written notice of disapproval within 
said 10-day period, Buyer shall be deemed to have disapproved the Title 
Report and every item disclosed therein. Notwithstanding any of the 
foregoing, Buyer shall not have the right to disapprove any exception to 
title set forth in the Title Report to the extent that such exception 
constitutes a lien for applicable current, non-delinquent property taxes 
and assessments.

               (c)  Seller's Right to Cure Objections. If Buyer shall 
disapprove of any item disclosed in the Title Report, in the manner and 
within the time provided for in the preceding subparagraph (b), then, 
for a period of ten (10) days after Buyer gives you and Seller notice of 
such disapproval, Seller shall have the right to elect to cure such 
disapproved item prior to the close of Escrow, or to elect not to cure 
such disapproved item. Notice of Seller's election in this regard shall 
be given to you and Buyer in writing within the aforesaid 10-day period. 
Failure of Seller to give such notice within said period shall 
constitute an election not to cure. If Seller shall elect to cure a 
disapproved item as aforesaid, then Seller shall be obligated to cure 
the same prior to the close of Escrow, and the Closing Date shall be 
extended for such period of time, not exceeding thirty (30) business 
days, as Seller may reasonably require in order to effect such cure. If 
Seller shall elect not to cure a disapproved item, then, for a period of 
ten (10) days after Seller's written notice to Buyer of Seller's 
election not to cure (or the expiration of Seller's election period, if 
Seller fails to give such notice), Buyer shall have the right to either 

<PAGE>
waive Buyer's objection or terminate this transaction. Notice of 
Buyer's election in this regard shall be given to you and Seller in 
writing within said 10-day period. Failure of Buyer to give such notice 
within said period shall constitute an election by Buyer to terminate 
this transaction. If Buyer elects to terminate this transaction, the 
Escrow shall terminate without further liability on the part of either 
party (except that Buyer's obligations under Paragraph 8(c) shall 
survive such termination), all documents and moneys deposited therein by 
either party shall be returned to such party, and Buyer and Seller shall 
pay equally any escrow cancellation charges for escrow work done to the 
date of termination.

               (d)  Approved Title Report.  As hereinafter used, the 
term, "Approved Title Report" shall be deemed to mean the Title Report, 
as approved by Buyer pursuant to subparagraph (b) of this paragraph, or, 
if Buyer shall disapprove of any item disclosed in the Title Report 
pursuant to the provisions of subparagraph (b) of this paragraph and 
Seller shall elect to cure such disapproved item pursuant to the 
provisions of subparagraph (c) of this paragraph, then the term 
"Approved Title Report"  shall be deemed to refer to the Title Report 
after amendment of same to reflect Seller's curing of such disapproved 
item.

          7.   Title Insurance Policy. In connection with the closing 
of Escrow, you shall cause the Title Company to issue and furnish to the 
grantee(s) under the Grant Deed a CLTA standard coverage form policy of 
title insurance, with liability in the amount of the Purchase Price, 
insuring said grantee(s)' fee title to the Subject Property, subject 
only to:

               (a)  All exceptions disclosed in the Approved Title 
Report;

               (b)  The lien for applicable property taxes and 
assessments that are current and non-delinquent as of the Closing Date;

               (c)  Any matters arising of record after the date of the 
Title Report by reason of any act or omission of Buyer or any agent, 
employee, contractor or other representative of Buyer, which matters are 
still of record as of the Closing Date; and

               (d)  Such printed exceptions and exclusions from coverage 
as are usually contained in the aforesaid form policy of title 
insurance.

<PAGE>
Notwithstanding the foregoing, Buyer, at Buyer's election, may require 
that the policy of title insurance to be issued pursuant to this 
paragraph be an ALTA extended coverage policy and/or contain such 
endorsements as Buyer may deem necessary or desirable, provided that 
Buyer shall pay for and furnish any survey of the Subject Property that 
may be required in order for such ALTA policy or such endorsements to be 
issued, and provided further that Buyer's requirement of such ALTA 
policy and/or such endorsements shall be deemed waived to the extent 
that such requirement would prevent or delay the timely closing of this 
transaction as otherwise provided for herein and Buyer would otherwise 
be required to proceed with the closing of this transaction were it not 
for such requirement. Except as otherwise provided for below, your 
agreement to cause the Title Company to issue the policy of title 
insurance required hereby subject only to the exceptions referenced 
above in this paragraph shall be a condition precedent to Buyer's 
obligation to proceed with the closing of this transaction. Subject to 
the provisions of Paragraphs 5 and 6, each party hereto hereby agrees to 
deliver to you, in timely fashion, any funds and/or recordable documents 
and other instruments needed by you from such party in order to enable 
the Title Company to issue the aforesaid policy of title insurance, 
subject only to the exceptions referenced above in this paragraph, and 
you are authorized to pay, from your own funds and/or any funds 
deposited with you hereunder, any unpaid taxes, assessments, costs, 
charges, liens and other items necessary to be paid in order to enable 
the Title Company to issue such policy of title insurance. The amount 
of any item so paid by you should be debited or credited, as may be 
appropriate, to the escrow accounts of the appropriate parties. In the 
event that, as of the Closing Date (as determined without regard to this 
paragraph), the Title Company is unable to furnish the policy of title 
insurance provided for above, then, unless Buyer, in Buyer's sole 
discretion, shall waive the requirement of such policy of title 
insurance in writing, Seller may, at Seller's sole option, elect, by so 
notifying you and Buyer on or before the Closing Date (as determined 
without regard to this paragraph), to either (w) attempt to take such 
steps, if any, as may be required to enable the Title Company to issue 
said policy of title insurance, or as may be required to procure said 
policy of title insurance from another reputable title insurance company 
qualified to issue title insurance in California, or (x) propose to 
terminate this transaction without further liability to either party. 
If Seller fails to elect either of the aforesaid options by so notifying 
you and Buyer as aforesaid, Seller shall be deemed to have elected 
option (x). If Seller elects option (w), the Escrow shall be extended 
for such period of time, not exceeding fifteen (15) business days, as 
Seller may require to pursue such option. If Seller elects option (w), 
but is unsuccessful in causing the aforesaid policy of title insurance 
to be issued within the aforesaid 15-business-day period, or if Seller 
elects option (x), then, in either such case, for a period of ten (10) 
business days after Seller's written notice to Buyer of Seller's 
election (or the expiration of Seller's election period, if Seller fails 
to give such notice), Buyer may, at Buyer's sole option, elect, by so 
notifying you and Seller, to either (y) attempt to take such steps, if 
any, as Buyer may be able to take to enable the Title Company to issue 
said policy of title insurance, or as may be required to procure said 
policy of title insurance from another title insurance company, or (z) 

<PAGE>
accept Seller's proposal to terminate this transaction without further 
liability to either party. Notice of Buyer's election in this regard 
shall be given to you and Seller in writing within said 10-business-day 
period. Failure of Buyer to give such notice within said period shall 
constitute an election by Buyer to accept Seller's proposal to terminate 
this transaction. If Buyer elects option (y), the Escrow shall be 
extended for such period of time, not exceeding fifteen (15) business 
days beyond the date on which Buyer shall have elected option (y), as 
Buyer may require to pursue such option. If Buyer elects option (y), 
but is unsuccessful in causing the aforesaid policy of title insurance 
to be issued within the aforesaid 15-business-day period, or if Buyer 
elects option (z), then, in either such event, the Escrow shall 
terminate without further liability on the part of either party (except 
that Buyer's obligations under Paragraph 8(c) shall survive such 
termination), all documents and moneys deposited therein by either party 
shall be returned to such party, and Buyer and Seller shall pay equally 
any escrow cancellation charges for escrow work done to the date of 
termination.

          8.   Contingent Matters

               (a)  Contingency Period. Buyer shall have the right to 
perform and/or cause qualified professionals to perform such soils 
studies, environmental studies, surveys, structural inspections, 
engineering analyses, and other inspections, analyses and studies 
(collectively, "inspections") regarding the Subject Property as Buyer 
may deem necessary or desirable. If Buyer deems the results of the 
inspections unacceptable to Buyer, in Buyer's reasonable judgment, Buyer 
shall have the right to terminate the Escrow at any time prior to 
expiration of the Contingency Period without further liability on the 
part of either party (except that Buyer's obligations under paragraph 
8(c) shall survive such termination), all documents and moneys deposited 
therein by either party shall be returned to such party, and Buyer shall 
pay any escrow cancellation charges for escrow work done to the date of 
termination. The period (the "Contingency Period") to conduct such 
inspections shall expire thirty (30) days after the Escrow Opening Date. 
After expiration of the Contingency Period Buyer shall not have the 
right to terminate this Escrow for any reason other than a material 
default by Seller (except as otherwise provided in Paragraphs 6 and 7 
hereof).

               (b)  Plans and Survey. Not more than five (5) days after 
the Escrow Opening Date, Seller shall furnish to Buyer a copy of "as 
built" plans (the "Plans") for the building located on the Subject 
Property if any such plans are in the possession or under the control of 
Seller. Additionally, Buyer, at Buyer's sole cost and expense, may 
obtain a survey (the "Survey") of the Subject Property from a licensed 
engineer or surveyor. If Buyer deems the Plans and/or the Survey 
unacceptable to Buyer, in Buyer's reasonable judgment, Buyer shall have 
the right to terminate the Escrow prior to the expiration of the 
Contingency Period as provided in the foregoing subparagraph (a).

<PAGE>
               (c)  Access to Property. Seller, upon reasonable advance 
notice from Buyer, shall make the Subject Property available for 
inspection pursuant to subparagraph (a) hereof; provided, however, that, 
prior to any entry onto the Subject Property for purposes of any such 
inspection by Buyer or any agent, employee, contractor, subcontractor or 
other representative of Buyer which involves physical testing of the 
Subject Property (e.g., soil borings, concrete corings, etc.), Buyer 
shall furnish Seller with evidence satisfactory to Seller that Buyer (or 
a contractor or subcontractor of Buyer) has in effect, and will have in 
effect at all relevant times, with a reputable insurance company 
licensed to do business in State of California, a policy of public 
liability insurance, with a combined single limit of liability of not 
less than $1,000,000 that names Seller as an additional insured 
thereunder and provides coverage to Seller with respect to any claims 
that may be asserted against Seller by reason of any bodily injury or 
property damage that may occur in connection with any act or omission of 
Buyer or any agent, employee, contractor, subcontractor or other 
representative Buyer on or about the Subject Property in the course or 
as a result of any such physical testing of the Subject Property by 
Buyer or any agent, employee, contractor, subcontractor or other 
representative of Buyer or in the course or as a result of any activity 
in connection therewith or any condition created thereby. In addition, 
and apart from such insurance, Buyer shall indemnify, defend (with 
counsel reasonably satisfactory to Seller) and hold Seller harmless 
against any loss or damage to, or claim of lien upon, the Subject 
Property or any liability to any party for personal injury or property 
damage that may result from any inspection or any act or omission of 
Buyer or any agent, employee, contractor, subcontractor or other 
representative of Buyer in connection therewith.

          9.   Closing Date. Except as otherwise provided herein, and 
unless you are otherwise instructed jointly by the parties in writing, 
the sale and purchase of the Subject Property shall be consummated 
through the Escrow (a) ninety (90) days after the Escrow Opening Date or 
(b) such later date, if any, as may be required in order to give effect 
to the provisions of Paragraph 6 (pertaining to the Title Report), or 
Paragraph 7 (pertaining to the issuance of a policy of title insurance). 
Notwithstanding the foregoing, Seller shall have the right to extend the 
Escrow for an additional period of sixty (60) days upon prior written 
notice to Buyer and to you given not less than five (5) days prior to 
the previously scheduled Closing Date. The day on which the sale and 
purchase of the Subject Property hereunder shall be consummated is 
herein referred to as "the Closing Date."

          10.  Closing of Escrow. Provided you have received the funds 
and documents that are to be delivered to you hereunder and are able to 
procure the policy of title insurance provided for in Paragraph 7, you 
are authorized and instructed to close the Escrow on the Closing Date by 
simultaneously doing the following:

               (a)  Inserting into the appropriate spaces in the Grant 
Deed (to the extent not already inserted when the Grant Deed is 
delivered to you) the name of Buyer or any nominee named by Buyer 
pursuant to Paragraph 5;

<PAGE>
               (b)  Recording the Grant Deed and causing the same to be 
delivered to the grantee(s) thereunder;

               (c)  Delivering to Seller your check (or wire- 
transferring funds as directed by Seller, if so requested by Seller, 
with any necessary information required in connection therewith being 
furnished to you by Seller) in an amount equal to (i) the Purchase 
Price, plus (ii) the amount of any other credits to the escrow account 
of Seller which are provided for herein or otherwise made by you 
hereunder, less only (iii) the amount of any charges to the escrow 
account of Seller which are expressly provided for herein. You are 
hereby instructed to issue and deliver separate checks to Mac Donald 
Construction and the Trust. The net proceeds of Escrow shall be 
allocated between Mac Donald Construction and the Trust in proportion to 
their respective percentage interests in the Subject Property. However, 
all funds needed to pay the balance (principal and interest) owed to IBG 
Palm Associates under its note secured by deed of trust covering the 
Subject Property shall be charged solely against that portion of the 
proceeds due Mac Donald Construction and the Trust shall bear none of 
the cost of such note;

               (d)  Returning to Buyer funds equal to the amount of any 
unapplied credit remaining in Buyer's escrow account hereunder; and
               (e)  Delivering to Buyer the original of the policy of 
title insurance provided for herein (after the same shall have been 
issued).
          11.  Escrow Prorations. Under the terms of its existing lease 
covering the Subject Property, Buyer has the obligation to pay all 
property taxes. Accordingly, property taxes do not have to be prorated. 
You are instructed to prorate between Seller and Buyer, as of the 
Closing Date, any insurance of Seller assumed by Buyer and the rent due 
on the existing lease to Buyer. Prior to the Closing Date, Seller shall 
deliver to Escrow and to Buyer a statement of rent showing the date to 
which rent has been paid. Buyer agrees to make all rent and other 
payments due under its existing lease until the Close of Escrow.

          12.  Payment of Closing Costs. You are instructed to charge 
the premium for the policy of title insurance that is to be issued in 
connection with this transaction (a) to Seller to the extent of the cost 
of CLTA owner's coverage with liability in the amount of the Purchase 
Price, and (b) to Buyer to the extent of any excess cost attributable to 
ALTA coverage and/or any endorsements requested by Buyer. You are 
instructed to charge Seller for the documentary transfer tax payable 
upon recordation of the Grant Deed and for one-half of your escrow fee. 
You are instructed to charge Buyer for the recording charges to record 
the Grant Deed and for one-half of your escrow fee. All other closing 
costs shall be allocated as is customary in Orange County.

<PAGE>
          13.  Incorporation of General Escrow Provisions. The general 
escrow provisions set forth in your printed standard-form escrow 
instructions, a copy of which provisions is attached hereto as Exhibit 
B, are hereby incorporated herein. In the event of any conflict between 
the provisions set forth herein and said general escrow provisions in 
your printed standard-form escrow instructions, the provisions set forth 
herein shall govern and take precedence.

          14.  Representations and Warranties.

               (a)  Seller. (i)  Mac Donald Construction is a 
corporation duly organized and validly existing under the laws of the 
State of California and has all necessary power to execute and deliver 
these Escrow Instructions and perform all of its obligations hereunder. 
The execution, delivery and performance of these Escrow Instructions 
have been duly authorized by all requisite action on the part of Mac 
Donald Construction and these Escrow Instructions constitute the legal, 
valid and binding obligation of Mac Donald Construction enforceable in 
accordance with its terms, subject to applicable bankruptcy, insolvency 
and similar laws affecting creditors' rights generally. Neither the 
execution and delivery of these Escrow Instructions by Mac Donald 
Construction nor the performance of its obligations hereunder will 
conflict with, result in the violation of, or constitute a default 
under, any provision of Mac Donald Construction's articles of 
incorporation or by-laws as amended to date, any order or decree of any 
court or governmental entity relating to Mac Donald Construction, any 
indenture, mortgage or other agreement or instrument to which Mac Donald 
Construction is a party or by which Mac Donald Construction may be 
bound, or, to the best of Mac Donald Construction's knowledge, any law, 
ordinance or regulation.
               (ii) The Trust is a testamentary trust created under the 
laws of the State of California and the Trustees thereof have all 
necessary power to execute and deliver these Escrow Instructions and 
perform all of their obligations hereunder. These Escrow Instructions 
constitute the legal, valid and binding obligation of the Trust 
enforceable in accordance with its terms, subject to applicable 
bankruptcy, insolvency and similar laws affecting creditors' rights 
generally. Neither the execution and delivery of these Escrow 
Instructions by the Trustees of the Trust nor the performance of their 
obligations hereunder will conflict with, result in the violation of, or 
constitute a default under, the trust instrument or court order creating 
the Trust, any order or decree of any court or governmental entity 
relating to the Trust, any indenture, mortgage or other agreement or 
instrument to which the Trustees are a party or by which the Trustees 
may be bound, or, to the best of Trustees' knowledge, any law, ordinance 
or regulation.
               (iii)  There are no pending or, to the best of Seller's 
knowledge, any contemplated actions, suits, arbitrations, claims or 
proceedings, at law or in equity, affecting all or any portion of the 
Subject Property or in which Seller is or will be a party by reason of 
Seller's ownership of the Subject Property, including, but not limited 
to, judicial, municipal, or administrative proceedings in eminent domain 
or alleged building code, health and safety or zoning violations, 
alleged to have occurred on the Subject Property or by reason of the 
condition or use of the Subject Property.

<PAGE>
               (iv)  Seller has not received any written notice of any 
eminent domain, environmental, zoning or other land use regulation 
proceedings adversely affecting the Subject Property or any part 
thereof. Seller has not received any written notice of any special 
assessment proceedings affecting the Subject Property.
               (v)  There are no leases, contracts or agreements 
affecting the Subject Property that have been entered into by Seller 
other than the current lease to Buyer.

               (b)  Buyer. Buyer is a corporation duly organized and 
validly existing under the laws of the State of California and has all 
necessary power to execute and deliver these Escrow Instructions and 
perform all of its obligations hereunder. The execution, delivery and 
performance of these Escrow Instructions have been duly authorized by 
all requisite action on the part of Buyer and these Escrow Instructions 
constitute the legal, valid and binding obligation of Buyer enforceable 
in accordance with its terms, subject to applicable bankruptcy, 
insolvency and similar laws affecting creditors' rights generally. 
Neither the execution and delivery of these Escrow Instructions by Buyer 
nor the performance of its obligations hereunder will conflict with, 
result in the violation of, or constitute a default under, any provision 
of Buyer's articles of incorporation or by-laws as amended to date, any 
order or decree of any court or governmental entity relating to Buyer, 
any indenture, mortgage or other agreement or instrument to which Buyer 
is a party or by which Buyer may be bound, or, to the best of Buyer's 
knowledge, any law, ordinance or regulation.

          15.  Incorporation of Exhibits. All exhibits referenced herein 
as being attached hereto are hereby incorporated herein and made a part 
hereof as though set forth herein verbatim.

          16.  Condemnation of Subject Property. If, at any time prior 
to the close of Escrow, title to all or a material part of the Subject 
Property is taken by eminent domain, or proceedings for such taking are 
formally commenced (by means, specifically, of the obtaining of a court 
order for immediate possession, the adoption of an official resolution 
of condemnation or the making of a statutory offer of compensation based 
on an appraisal) by any governmental authority having the power of 
eminent domain, or all or a material part of the Subject Property is 
destroyed by any cause whatsoever, then Buyer shall have the option to 
terminate this transaction by giving written notice to you and Seller of 
an election to do so within fifteen (15) days after the occurrence of 
such taking by eminent domain, or such formal commencement of 
proceedings for such a taking or the occurrence of such destruction. If 
Buyer exercises an option (if applicable) to terminate this transaction 
pursuant to the first sentence of this paragraph, then the Escrow shall 
terminate without further liability on the part of either party (except 
that Buyer's obligations under Paragraph 8(c) shall survive such 
termination), all documents and moneys deposited therein by either party 
shall be returned to such party, and Buyer and Seller shall pay equally 
any escrow cancellation charges for escrow work done to the date of 

<PAGE>
termination. If there is a taking by eminent domain or the formal 
commencement of proceedings for such a taking or destruction of the 
Subject Property, as contemplated above, and, in any case, Buyer does 
not exercise the option to terminate this transaction pursuant to the 
first sentence of this paragraph, then the Escrow shall close on the 
Closing Date, in accordance with the terms hereof, without any reduction 
of the Purchase Price hereunder, and any applicable eminent domain 
compensation or insurance proceeds, if any, shall be released (or 
assigned if not yet collected) to Buyer through the Escrow. In the 
event that, prior to the close of Escrow, title to a part of the Subject 
Property that is less than all or a material part thereof is taken by 
eminent domain, or proceedings for such a taking are formally commenced, 
or less than all or a material part of the Subject Property is 
destroyed, this transaction shall proceed in accordance with its terms, 
and the Escrow shall be closed on the Closing Date in accordance with 
the terms hereof, without any reduction of the Purchase Price hereunder, 
provided only that any applicable eminent domain compensation or 
insurance proceeds, shall be released (or assigned if not yet collected) 
to Buyer through the Escrow. The provisions of this paragraph are not 
intended to release the parties from their respective obligations 
regarding condemnation or destruction of the Subject Property set forth 
in the existing lease.

          17.  Additional Covenants and Agreements. The following 
provisions deal with matters of agreement between Seller and Buyer with 
respect to which you shall have no responsibility and with which you 
need not be concerned:

               (a)  SELLER'S DISCLAIMER OF WARRANTIES. EXCEPT AS 
OTHERWISE EXPRESSLY SET FORTH HEREIN, IT IS AGREED THAT THE SUBJECT 
PROPERTY SHALL BE CONVEYED BY SELLER AND ACCEPTED BY BUYER AS IS AND 
WITH ALL FAULTS AND THAT SELLER IS MAKING NO REPRESENTATIONS OR 
WARRANTIES REGARDING THE CONDITION OF TITLE TO THE SUBJECT PROPERTY, NOR 
REGARDING THE DEVELOPMENT POTENTIAL OF THE SUBJECT PROPERTY OR ITS 
SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE, NOR REGARDING COMPLIANCE 
OF THE SUBJECT PROPERTY OR THE USE THEREOF WITH ANY APPLICABLE ZONING, 
ENVIRONMENTAL, HAZARDOUS WASTE OR OTHER LAWS OR ORDINANCES, NOR 
REGARDING THE PHYSICAL CONDITION OF THE SUBJECT PROPERTY, INCLUDING 
SOILS AND GEOLOGY, OR OF ANY STRUCTURES OR OTHER IMPROVEMENTS 
CONSTITUTING A PART THEREOF, NOR REGARDING THE SIZE OR DIMENSIONS OF THE 
SUBJECT PROPERTY, NOR REGARDING ANY LICENSES OR PERMITS THAT BUYER MAY 
NEED TO OBTAIN IN ORDER TO OWN, LEASE OR USE THE SUBJECT PROPERTY IN 
ACCORDANCE WITH ITS EXISTING OR ANY CONTEMPLATED USES, NOR REGARDING 
WHETHER THE SUBJECT PROPERTY MAY BE SITUATED IN AN EARTHQUAKE FAULT ZONE 
AS DESIGNATED UNDER SECTIONS 2621-2625, INCLUSIVE, OF THE CALIFORNIA 
PUBLIC RESOURCES CODE, NOR REGARDING WHETHER THE SUBJECT PROPERTY MAY BE 
SITUATED IN A FLOOD HAZARD ZONE AS DESIGNATED ON ANY SPECIAL FLOOD ZONE 
AREA MAP OF THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, NOR 
REGARDING ANY OTHER MATTER OR THING WHATSOEVER, IT BEING UNDERSTOOD THAT 
BUYER HAS OBTAINED OR WILL OBTAIN ITS OWN INDEPENDENT ASSURANCES AS TO 
ALL SUCH MATTERS TO SUCH EXTENT AS BUYER, IN ITS DISCRETION, HAS DEEMED 
NECESSARY OR APPROPRIATE. BUYER ACKNOWLEDGES THAT IT IS ENTERING INTO 

<PAGE>
THIS PURCHASE ON THE BASIS OF BUYER'S OWN INVESTIGATION OF THE CONDITION 
OF THE SUBJECT PROPERTY, AND BUYER ASSUMES THE RISK THAT ADVERSE 
CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS OWN INVESTIGATION. EXCEPT 
AS OTHERWISE EXPRESSLY SET FORTH HEREIN, BUYER FURTHER ACKNOWLEDGES THAT 
SELLER, SELLER'S AGENTS AND OTHER PERSONS ACTING ON BEHALF OF SELLER, 
HAVE MADE NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH 
ANY MATTER RELATING TO THE CONDITION, VALUE, FITNESS OR USE OF THE 
SUBJECT PROPERTY UPON WHICH BUYER HAS RELIED DIRECTLY OR INDIRECTLY FOR 
ANY PURPOSE. BUYER HEREBY WAIVES, RELEASES, REMISES, ACQUITS AND 
FOREVER DISCHARGES SELLER, AND SELLER'S AGENTS OR ANY OTHER PERSON 
ACTING ON BEHALF OF SELLER, OF AND FROM ANY CLAIMS, ACTIONS, CAUSES OF 
ACTION, DEMANDS, RIGHTS, DAMAGES, LIABILITIES, COSTS, EXPENSES OR 
COMPENSATION WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN 
OR UNFORESEEN, WHICH BUYER NOW HAS OR WHICH MAY ARISE IN THE FUTURE ON 
ACCOUNT OF OR IN ANY WAY CONNECTED WITH THE CONDITION OF THE SUBJECT 
PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO. IN CONNECTION 
WITH THE FOREGOING RELEASE, BUYER HEREBY WAIVES THE BENEFITS OF SECTION 
1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA WHICH PROVIDES AS 
FOLLOWS:  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF 
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY 
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

               (b)  Survival of Representations, Warranties and 
Covenants. All covenants made by each party hereunder, that, by their 
terms, are to be wholly or partly performed after the Closing Date, and 
all representations and warranties and disclaimers thereof made by each 
party hereunder, shall survive the consummation of the sale and purchase 
of the Subject Property hereunder and shall continue thereafter to be 
fully effective and binding in accordance with their terms.

               (c)  Attorneys' Fees. In the event either party 
commences an action to determine or enforce such party's legal rights 
arising hereunder or in connection herewith, the prevailing party in 
such action (as determined by the court) shall be entitled to recover 
therein such reasonable attorneys' fees and costs as the prevailing 
party may incur in connection therewith.

               (d)  Time of the Essence. Time is of the essence in the 
performance of all obligations and the satisfaction of all conditions 
set forth herein.

               (e)  Construction. Neither these Escrow Instructions nor 
any provision thereof shall be construed or interpreted against any 
party on the basis that such party or such party's attorney drafted the 
Escrow Instructions or provisions.

               (f)  Joint and Several Liability. In the event that any 
party hereto comprises more than one person or entity, all such persons 
and entities shall be jointly and severally liable for the performance 
of all obligations of such party hereunder.

<PAGE>
               (g)  Amendments. These Escrow Instructions and the 
contract of purchase and sale between the parties embodied herein may be 
amended only by means of a writing signed by both parties hereto.

               (h)  Successors and Assigns. These Escrow Instructions 
shall be binding on and inure to the benefit of the parties hereto and 
their respective successors and assigns.

               (i)  Governing Law. These Escrow Instructions and the 
rights of the parties hereunder shall be governed by the laws of the 
State of California.

          18.  Exchange. Buyer agrees to accommodate Seller (or either 
of them) in effecting a tax deferred exchange, including but not limited 
to a non-simultaneous exchange, under Internal Revenue Code Section 1031 
so long as such exchange shall be at no cost or expense to Buyer.
Seller (or either of them) shall have the right, expressly reserved 
here, to elect this tax-deferred exchange at any time before the 
Closing; however, Seller and Buyer agree that consummation of this 
transaction is not conditioned on the exchange. If Seller (or either of 
them) elects to effect a tax-deferred exchange, Buyer agrees, subject to 
its reasonable approval, to execute additional escrow instructions, 
documents, agreements or instruments to effect the exchange. In no 
event, however, shall Buyer be required to make a total cash payment for 
the exchange property, including all costs and expenses of that 
purchase, in excess of the cash payment that would otherwise have been 
made to the Seller had Buyer completed the purchase of the Subject 
Property from Seller without participating in an exchange, nor shall 
Buyer be required to assume any obligation, promissory note or other 
evidence of indebtedness in connection with the acquisition of exchange 
property which would impose any personal liability on Buyer for its 
payment. Seller agrees to indemnify, defend (with counsel reasonably 
satisfactory to Buyer) and hold Buyer harmless from any liability, 
damages or costs of whatsoever kind or nature that may arise from 
Buyer's participation in the exchange.

          19.  Commissions. Buyer and Seller each represent and warrant 
to each other that they have not retained a real estate broker or finder 
in connection with this transaction. Each party hereto hereby agrees 
that any obligations undertaken by such party to pay any brokers' 
commissions, finders' fee or similar compensation in connection with 
this transaction shall be the obligation and responsibility of such 
party alone, and such party hereby agrees to defend and indemnify the 
other party hereto and the other party's successors and assigns against 
any such obligation and responsibility and against any loss, liability, 
damage or expense (including reasonable attorneys' fees and expenses) 
that may result from any assertion thereof or claim therefor.

          20.  Notices. Any notice or other communication (hereinafter, 
"notice") that either party hereto may desire or be required to give to 
the other party, or to you, as escrow holder of the Escrow, hereunder or 
in connection herewith shall be in writing and may be delivered by means 
of a messenger service, a national courier service or mail.

<PAGE>
          Any notice delivered by means of a messenger service shall be 
delivered in hand to the party to be notified or to any receptionist or 
other person of suitable age and discretion that may be found at the 
principal business office of such party or at the address for giving 
national-courier-service notices to such party hereunder and shall be 
deemed given when so delivered, or when the party to be notified or a 
receptionist or other person of suitable age and discretion found at the 
principal business office of such party or at the address for giving 
national-courier-service notices to such party hereunder refuses 
delivery thereof during business hours on a business day.

          Any notice delivered by means of a national courier service 
shall be sent by means of the "next-day" or "next-business-day" delivery 
service of such courier service and shall be deemed given on the first 
business day on which it would normally be expected to be in the hands 
of the addressee pursuant to such service.

          Any notice delivered by mail shall be sent by certified or 
registered mail, return receipt requested, and shall be deemed given on 
the third day following the date of deposit of such notice in the U. S. 
mails, with all postage and fees prepaid, (or, if such third day is not 
a business day on which mails are delivered by the Postal Service, then 
on the next business day thereafter on which mails are so delivered).

          Any notice delivered by courier service or mail shall be 
addressed as follows:

          If to Seller:

               G.A. Mac Donald Construction Co. Inc.
               3429 Ocean View Boulevard
               Glendale, California  91208

               With a simultaneous copy being sent in the
               same manner to:

               Carlo Sima, Esq.
               Parker, Milliken, Clark, O'Hara & Samuelian
               333 South Hope Street, Suite 2700
               Los Angeles, California 90071

If to Buyer:

               Simpson Manufacturing Co. Inc.
               4637 Chabot Drive
               Suite 200
               P.O. Box 10789
               Pleasanton, California  94588-0789
               Attn:  Steve Lamson

               With a simultaneous copy being sent in the
               same manner to:

               Adam K. Elsesser, Esq.
               Shartsis, Friese & Ginsburg
               One Maritime Plaza, 18th Floor
               San Francisco, California  94111

<PAGE>
          If to you, as escrow holder of the Escrow, to your address set 
forth on the first page hereof.

          Any address for notice to a party may be changed at any time 
by written notice given to the other party and to you in the manner 
provided for above. For purposes hereof, the term, "business day" shall 
mean any Monday through Friday, except for legal holidays observed in 
the locality of the addressee of a notice, and the term, "business 
hours" shall mean the hours of 9:00 a.m. to 5:00 p.m., local time of the 
addressee of a notice.

          21.  Counterparts. Subject to the provisions of Paragraph 1 
regarding conditions precedent to the effectiveness of these Escrow 
Instructions, these Escrow Instructions may be executed in counterparts, 
each of which shall be deemed an original hereof, binding upon the party 
whose signature appears thereon, and all of which together shall 
constitute one and the same Agreement.

          IN WITNESS WHEREOF, the parties have caused these Escrow 
Instructions to be executed as of the 16th day of 
August, 1996.

                         G.A. MAC DONALD CONSTRUCTION CO. INC.



                         By
                         --------------------------------------
                           Its
                         --------------------------------------


                         --------------------------------------
                         JEAN A. MAC DONALD, Trustee Under The
                         Will of Gordon A. Mac Donald, Deceased



                         --------------------------------------
                         SCOTT A. MAC DONALD, Trustee Under The
                         Will of Gordon A. Mac Donald, Deceased

                                         "Seller"


                         SIMPSON MANUFACTURING CO., INC.



                         By /s/Steve Lamson
                            -----------------------------------
                           Its CFO
                               --------------------------------

                                         "Buyer"

<PAGE>

PARCEL 2, IN THE CITY OF BREA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS 
SHOWN ON A MAP FILED IN BOOK 241, PAGES 34, 35 AND 36 OF PARCEL MAPS, IN 
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM A FIFTY (50) PERCENT OF ALL OIL, GAS AND HYDROCARBON 
SUBSTANCES IN AND UNDER SAID PROPERTY, AS GRANTED TO MRS. L. E. WELLER, 
IN DEED RECORDED MAY 23, 1958 IN BOOK 4294, PAGE 486, OFFICIAL RECORDS, 
BUT WITHOUT THE RIGHT OF SURFACE  ENTRY TO A DEPTH OF 500 FEET, AS 
RELEASED BY DEED DATED JUNE 19, 1963 AND RECORDED JULY, 1963 IN BOOK 
6613, PAGE 540, OFFICIAL RECORDS.

<PAGE>

                   Standard Escrow Provisions
                        (To Be Attached)
