

                      COMMERCIAL - INDUSTRIAL - INVESTMENT
                          REAL ESTATE PURCHASE CONTRACT
     This is a  legally  binding  contract.  It hat  been  prepared  by the Utah
Association  of REALTORS for the use of its members only, in their  transactions
with clients and customers.  Parties to this contract may agree, in writing,  to
alter or delete  provisions of this  contact.  Seek advice from your attorney or
tax advisor before entering into a binding contract.

                              EARNEST MONEY RECEIPT


     The Buyer Cyberstate,  Inc Nevada Corp., or Assignee offers to purchase the
Property  described  below and delivers as Earnest Money Deposit $ $2,500 In the
form of Check to: [X] the Brokerage,  to be deposited within three business days
after Acceptance of this Offer to Purchase by all parties.  [ ]the  Title/Escrow
Company  identified below.  Brokerage or Title/Escrow  Company:  Wardley B H & G
Address:  2909  Washington  Blvd Received by: N/A on 7-14-97 (date) Phone Number
627-4663 [ ](if Title/Escrow Company) for deposit no later than (date) .


                                OFFER TO PURCHASE
1. PROPERTY:              01-019-0017

Address:  2402 Wall Avenue  City:  Ogden  County:  Weber  State:  Utah For legal
description,  see attached Addendum # preliminary title report when available as
provided below.

     1.1 INCLUDED  ITEMS:  Unless excluded  herein,  this sale shall include all
fixtures  presently  attached to the Property.  The following  personal property
shall also be included in this sale and  conveyed  under  separate  Bill of Sale
with warranties as to title: See Addendum #1

     1.2 EXCLUDED ITEMS: These items are excluded from this sale:

2.  PURCHASE  PRICE  AND  FINANCING.  Buyer  agrees to pay for the  Property  as
follows: 
$  2,500     Earnest Money Deposit 
$750,000     Loan  proceeds:  Representing  the liability to be assumed by Buyer
             under  an  existing  assumable  loan ( with  without  Seller  being
             release of liability) in this approximate  amount with Buyer Seller
             agreeing to pay any loan  transfer  and  assumption  fees.  Any net
             differences between the approximate balance of the loan shown above
             and the actual  balance at Closing  shall then be  adjusted in cash
             other . From new institutional financing on terms no less favorable
             to the  Buyer  than the  following:  N/A  (interest  rate for first
             period  prior  to  adjustment,  if  any);___N/A____   (amortization
             period);  N/A (term). Other than these, the loan terms shall be the
             best  obtainable  under the loan for which the Buyer applies below.
             From  Seller-held  financing,  as described in the attached  Seller
             Financing Addendum.
$   0        Other:
$ 97,500     Balance of Purchase Price in cash at closing.
$850,000     TOTAL PURCHASE PRICE


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

4.  POSSESSION.  Seller shall  deliver  possession to Buyer within 0 hours after
Closing.

5.  CONFIRMATION  OF AGENCY  DISCLOSURE.  At the  signing of this  Contract  the
Listing Agent G. Norman George  Represents [x] Seller [ ] Buyer, and the Selling
Agent G. Norman George Represents [ ] Seller [x] Buyer. Buyer and Seller confirm
that  prior  to  signing  this  Contract   written   disclosure  of  the  agency
relationship was provided to him/her.  ( /s/ ) Buyer's initials ( /s/ ) Seller's
initials.

6. TITLE TO  PROPERTY  AND TITLE  INSURANCE.  (a) Seller  has,  or shall have at
Closing,  free title to the Property and agrees to convey such title to Buyer by
[ ] general [ x ] special  warranty  deed,  free of  financial  encumbrances  as
warranted under Section 10.6; (b) Seller agrees to pay for, and furnish Buyer at
Closing with, a current  standard form Owner's policy of title  insurance in the
amount of the Total  Purchase  Price;  (c) the title policy  shall  conform with
Seller's obligations under subsections(a) and (b). Unless otherwise agreed under
Section 8.4, the commitment  shall conform with the title  insurance  commitment
provided  under  Section 7.1. [ x ] The Buyer elects to obtain a full - coverage
extended  ALTA  policy  of  title  insurance  under  6 ( b ).  The  cost of this
coverage,  above that of a standard Owner's policy, shall be paid for by the [ ]
Buyer [ x ] Seller. Also, the cost of a full-coverage ALTA survey, shall be paid
for by the [ ] Buyer [ x ]Seller.

7. SPECIFIC UNDERTAKINGS OF SELLER AND BUYER.

     7.1 SELLER DISCLOSURES.  The Seller will deliver to the Buyer the following
Seller  Disclosures  no later than the number of calendar days  indicated  below
which shall be days after Acceptance:                                     (days)
     [X] (a) a Seller Property Condition Disclosure for the Property,
     signed and dated by Seller:                                            7
     [X] (b) a  commitment  for the  policy of title  insurance  
     required  under Section  6, to be issued  by the  title  insurance
     company  chosen  by  Seller, including  copies of all documents  
     listed as Exceptions on the  Commitment:                              10
     [X] (c) a copy of all loan documents relating to any loan now 
     existing which will encumber the Property after Closing:               7
     [X] (d) a copy of all leases and rental agreements now in effect
      with regard to the Property together with a current rent roll:        7
     [X] (e)  operating  statements  of the  Property  for its last 3
     full fiscal years of operation plus the current fiscal year.          10
     through JUNE 1997 , certified by the Seller or by an  independent
     auditor:                                                             N/A
     [ ] (f)  tenant  Estoppel  agreement:

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

If Seller does not provide any of the Seller Disclosures within the time periods
agreed  above,  the Buyer may  either  waive the  particular  Seller  Disclosure
requirement  by taking no timely  action or the Buyer may  notify  the Seller in
writing within 3 calendar days after the expiration of the particular disclosure
time  period  that the Seller is in Default  under  this  Contract  and that the
remedies under Section 16 are at the Buyer's disposal. The holder of the Earnest
Money Deposit shall,

<PAGE>

upon  receipt  of a copy of  Buyer's  written  notice,  return  to the Buyer the
Earnest Money Deposit without the  requirement of further written  authorization
from the Seller.

     7.2 BUYER UNDERTAKINGS. The Buyer agrees to:                      I     II
     
     [ ] (a)  Apply  for  approval  of the  assumption  or  funding
     of the loan proceeds described in Section 2 by completing,  
     signing,  and delivering to the Lender the initial loan application
     and  documentation  required by the Lender  and by  paying  all  
     fees  as  required  by the  Lender  (including appraisal fee) no
     late than calendar days after Acceptance; and                    N/A   N/A
     

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

These Buyer  Undertakings  are at the sole expense of the Buyer and are material
elements of this  Contract for the benefit of both the Buyer and the Seller.  If
Buyer does not initiate any Buyer  Undertaking  and provide  Seller with written
confirmation  in the  time  agreed  above,  the  Seller  may  either  waive  the
particular  Buyer  Undertaking  requirement  by taking  no timely  action or the
Seller may notify the Buyer in writing within 10 calendar days of the expiration
of the  particular  undertaking  time period that the Buyer is in Default  under
this  Contract  and that  the  remedies  under  Section  16 are at the  Seller's
disposal.  The holder of the Earnest Money Deposit shall, upon receipt of a copy
of Seller's  written  notice,  deliver to the Seller the Earnest  Money  Deposit
without the requirement of further written authorization from the Buyer.

7.3 ADDITIONAL DUE DILIGENCE. The Buyer shall undertake the following Additional
Due  Diligence  elements  at its own  expense  and for its own  benefit  for the
purpose of complying with the Contingencies under Section 8:
     [X] (a) Ordering  and  obtaining an appraisal of the Property if one is not
     otherwise required under Section 7.2;
     [X](b)  Ordering  and  obtaining  a survey  of the  Property  if one is not
     otherwise required under Section 6;
     [X](c)  Ordering and  obtaining  any  environmentally  related study of the
     Property;
     [X](d) Ordering and obtaining a physical  inspection report regarding,  and
     completing a personal inspection of, the Property;
     [X](e)  Requesting and obtaining  verification  that the Property  complies
     with all  applicable  federal,  state,  and  local  laws,  ordinances,  and
     regulations  with  regard to zoning and  permissible  use of the  Property.
     Liquor  license  to be  transferrable  est.  (60  days)  Seller  agrees  to
     cooperate fully with Buyer's  completing these Due Diligence matters and to
     make the Property available as reasonable and necessary for the same.

8.  CONTINGENCIES.  This offer is subject to the Buyer's  approving  in its sole
discretion the Seller Disclosures,  the Buyer  Undertakings,  and Additional Due
Diligence matters in Section 7. However, the Buyer's discretion in approving the
terms of the loan under  subsection  7.2(b) is subject to Buyer's  covenant with
regard to minimally acceptable financing terms under Section 2.

     8.1 Buyer shall have 30 Calendar days after the times  specified in Section
     7.1 and 7.2 for receipt of Seller Disclosures,  and for completion of Buyer
     Undertakings  to review the content of the  disclosures  and the outcome of
     the  undertakings.  The latest  applicable  date under  Section 7.1 and 7.2
     applies for completing a review of Additional  Due Diligence  matters under
     Section 7.3.

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

     8.3 If Buyer  objects,  Buyer and Seller shall have 30 Calendar  days after
     receipt of the  objections to resolve  Buyer's  objections.  Seller my, but
     shall not be required to, resolve Buyer's objections.  Likewise,  the Buyer
     is under no obligation to accept any resolution  proposed by the Seller. If
     Buyer's  objections are not resolved  within the stated time Buyer may void
     this Contract by providing  written notice to Seller within the same stated
     time. The holder of the Earnest Money Deposit shall, upon receipt of a copy
     of  Buyer's  written  notice,  return to Buyer the  Earnest  Money  Deposit
     without the requirement of any further written  authorization  from Seller.
     If this  Contract is not voided by Buyer,  Buyer's  objection  is deemed to
     have been waived.  However,  this waiver does not affect  warranties  under
     Section 10.

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

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

10.  SELLER'S  LIMITED  WARRANTIES.  Seller's  warranties to Buyer regarding the
Property are limited to the following:
      
     10.1 When Seller  delivers  possession of the Property to Buyer, it will be
     broom-clean and free of debris and personal belongings;
 
     10.2  Seller  will  deliver  possession  of the  Property to Buyer with the
     plumbing, plumbed fixtures, heating, cooling,  ventilating,  electrical and
     sprinkler  (indoor and outdoor)  systems,  appliances,  and  fireplaces  in
     working order;

     10.3 Seller will deliver  possession of the Property to Buyer with the roof
     and foundation free of leaks known to Seller;

     10.4  Seller  will  deliver  possession  of the  Property to Buyer with any
     private well or septic tank  serving the  Property in working  order and in
     compliance with governmental regulations;

     10.5   Seller  will  be   responsible   for   repairing   any  of  Seller's
     moving-related damage to the Property.

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

     10.7 As of Closing,  Seller has no  knowledge  of any claim or notice of an
     environmental,  building,  or zoning code violation  regarding the Property
     which has not been resolved.

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

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

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

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

15. DISPUTE RESOLUTION.  The parties agree that any dispute or claim relating to
this Contract, including but not limited to the disposition of the Earnest Money
Deposit and the breach or termination of this Contract, shall first be submitted
to  mediation in  accordance  with the Utah Real Estate  Buyer/Seller  Mediation
Rules of the American Arbitration Association. Each party agrees to bear its own
costs  of  mediation.  Any  Agreement  signed  by the  parties  pursuant  to the
mediation shall be binding.  If mediation fails,  the procedures  applicable and
remedies  available  under this  Contract  shall apply.  Nothing in this Section
shall prohibit the Buyer


<PAGE>



from seeking  specific  performance be the Seller by filing a complaint with the
court, serving it on the Seller by means of summons or as otherwise permitted by
law,  and  recording a lis pendens with regard to the action  provided  that the
Buyer  permits  the Seller to  refrain  from  answering  the  complaint  pending
mediation. Also, the parties may agree in writing to waive mediation.

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

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

18.  DISPOSITION  OF EARNEST  MONEY.  The  Earnest  Money  Deposit  shall nor be
released  unless it is authorized by: (a) Section 7.1, 7.2 and 8.3; (b) separate
written agreement of the parties, including an agreement under Section 15 if (a)
does not apply; or (c) court order.

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

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

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

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

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

24. OFFER AND TIME FOR ACCEPTANCE.  Buyer offers to purchase the Property on the
above terms and conditions. If Seller does not accept this offer by [ ] AM [ x ]
PM Mountain Time,  5:00,  7-18-97 , , this offer shall lapse;  and the holder of
the Earnest Money Deposit shall return it to the Buyer.


 /s/ BonnieJean Tippets
(Buyer's Signature)                              (Offer Reference Date)

BonnieJean Tippets
Buyer's Name (please print)

--------------------------------------                    ---------
(Notice Address)                                            (Phone)
<PAGE>

--------------------------------------------------------------------------------
                        ACCEPTANCE/REJECTION/COUNTEROFFER

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

--------------------------------------
 (Seller's Signature)                                    (Date)           (Time)

--------------------------------------
Seller's Name (please print)

------------------------------------------                      ----------------
   (Notice Address)                                                      (Phone)

  Rejection: Seller Rejects the foregoing offer.

____________ (Seller's initials) __________________(Date) ________________(Time)

[ x ] Counter Offer: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the  exceptions or  modifications  as specified in the attached
Counter Offer #_____1______.

--------------------------------------------------------------------------------
                                DOCUMENT RECEIPT

State Law  requires  Broker to  furnish  Buyer and  Seller  with  copies of this
Contract  bearing  all  signatures.  (One  of the  following  alternatives  must
therefore be completed).

     A. [ ] I  acknowledge  receipt  of a final copy of the  foregoing  Contract
bearing all signatures:

 SIGNATURE OF SELLER                        SIGNATURE OF BUYER

----------------------------    ---------   ----------------------     ---------
                                Date                                   Date
----------------------------    ---------   ----------------------     ---------
                                Date                                   Date

     B. [ ] I personally  caused a final copy of the foregoing  contract bearing
all  signatures to be mailed on  _____________,  19______ by certified  Mail and
return  receipt  attached  hereto  to  the  [  ]  Seller  [  ]  Buyer,  Sent  by
_______________

Seller's Initials ( ) Date __________ Buyer's Initials ( ) Date _______________

<PAGE>

                                 ADDENDUM NO. 3
                                       TO
                          REAL ESTATE PURCHASE CONTRACT

THIS IS AN [ ] ADDENDUM [ X ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with and Offer Reference Date of 7-14-97 , 19 , including all prior
addenda and  counteroffers,  between Cyberstate Inc., Nevada Corp. as Buyer, and
James  Stacey as Seller,  regarding  the  Property  located at 2402 Wall Avenue,
Ogden . The following terms are hereby incorporated as part of the REPC:


    #1 10% on    20 years for $700,000
--------------------------------------

   #2  $150,000 down
   -----------------

    #4  Closing Seller Release Unit # 301 #302   #303
    -------------------------------------------------

    #5 Subject to America 1st approval
    ----------------------------------


To the extent the terms of this ADDENDUM  modify or conflict with any provisions
of the REPC,  including all prior addenda and  counteroffers,  these terms shall
control.  All  other  terms  of  the  REPC,  including  all  prior  addenda  and
counteroffers,  not  modified by this  ADDENDUM  shall  remain in the same.  [ ]
Seller [ ] Buyer shall have until  _________ [ ] AM [ ] PM Mountain  Time , 19 ,
to accept  the terms of this  ADDENDUM  in  accordance  with the  provisions  of
Section  23 of the  REPC.  Unless  so  accepted,  the offer as set forth in this
ADDENDUM shall lapse.

    /s/ James W. Stacey
    -------------------
[   ] Buyer [ X ] Seller Signature   Date   Time                                
_______________________________________________________
[ ] Buyer [ ] Seller Signature      Date          Time
                        ACCEPTANCE/COUNTEROFFER/REJECTION
CHECK ONE:
[ X ]  ACCEPTANCE:  [ ]  Seller  [ ] Buyer  hereby  accepts  the  terms  of this
ADDENDUM.
[ ] COUNTEROFFER:  [ ] Seller [ ] Buyer presents as a counteroffer  the terms of
attached ADDENDUM NO. .

    /s/ BonnieJean Tippets (Pres)
(Signature)                                  (Date)                     (Time) 
_______________________________________
(Signature)                                  (Date)                     (Time)

[   ] REJECTION: [ ] Seller [ ] Buyer rejects the foregoing ADDENDUM.

_______________________________________
(Signature)                                  (Date)                     (Time)
_______________________________________
(Signature)                                  (Date)                     (Time)

THIS FORM APPROVED BY THE UTAH REAL ESTATE COMMISSION AND THE OFFICE OF THE UTAH
ATTORNEY  GENERAL,  EFFECTIVE  JUNE 12,  1996.  IT REPLACES AND  SUPERSEDES  ALL
PREVIOUSLY APPROVED VERSIONS OF THIS FORM

