
                          REAL ESTATE PURCHASE CONTRACT
This is a legally binding  Contract.  Utah State Law requires that licensed real
 estate agents use this form,  but the Buyer and the Seller may legally agree in
 writing to alter or delete  provisions of this form. If you desire legal or tax
 advice, consult your attorney or tax advisor.

                              EARNEST MONEY RECEIPT

The Buyer Richard D. Surber offers to purchase the Property described below
and delivers to Brokerage, as Earnest Money Deposit $ 0 In the form of N/A to be
deposited  within three business days after Acceptance of this Offer to Purchase
by all parties.


______________________________       Received by: _______ _____________________
Brokerage                                                 Phone Number

                                OFFER TO PURCHASE
1.  PROPERTY:  The New Brigham  Building,  2402 Wall Ave.#303   
 City:   Ogden  County: Weber , Utah 

     1.1 INCLUDED  ITEMS:  Unless excluded  herein,  this sale shall include all
fixtures presently attached to the Property: plumbing, heating, air-conditioning
and venting fixtures and equipment,  water heater,  built-in  appliances,  light
fixtures and bulbs,  bathroom fixtures,  curtains and draperies and rods, window
and door screens,  storm doors,  window blinds,  awnings,  installed  television
antenna,  satellite dishes and system,  wall-to-wall  carpets,  automatic garage
door  opener  and  transmitter(s),  fencing,  trees and  shrubs.  The  following
personal  property  shall  also be  included  in this  sale and  conveyed  under
separate Bill of Sale with warranties as to title: N/A


     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:
$   0     Earnest  Money  Deposit 


$  0      Existing  Loan : Buyer  agrees to assume and pay an  existing
          loan in this approximate amount presently payable at $ ___________ per
          month including principal, interest, (presently at ___ % per annum), [
          ] real estate taxes, [ ] property  insurance  premium and [ ] mortgage
          insurance  premium.  Buyer agrees to pay any  transfer and  assumption
          fees.  Seller [ ] shall [ ] shall not be released  from  liability  on
          said loan. Any net differences  between the approximate balance of the
          loan shown above and the actual  balance at Closing  shall be adjusted
          in [ ] Cash [ ] Other ____________________________ .

$ 56,000  Proceeds  form New Loan:  Buyer  reserves  the right to
          apply for any of the following loans under the terms described  below.
          [ ]  Conventional  [ ] FHA [ ] VA [ ]  Other  _____________________  .
          Seller agrees to pay $ - 0 - Toward  Discount Points and Buyer's other
          loan and closing costs, to be allocated at Buyer's discretion. [ ] For
          a fixed rate loan: Amortized and payable over _______ years,  interest
          shall not exceed  _____ % per annum;  monthly  principal  and interest
          payment shall not exceed $ ___________ , or [ ] For an Adjustable Rate
          Mortgage  (ARM):  Amortized  and payable  over ______  years;  initial
          interest  rate shall not exceed  _____ % per  annum;  initial  monthly
          principal and interest  payments shall not exceed $  _______________ .
          Maximum Life Term interest shall not exceed ________ % per annum.

$ 14,000  Seller Financing: (See attached Seller Financing Addendum)
$   0     Other:________________________________
$   0     Balance of Purchase Price in cash at closing.
$ 70,000  TOTAL PURCHASE PRICE

     2.1  Existing/New   Loan   Application.   Buyer  agrees  to  make
          application  for a  loan  specified  above  within  20  Calendar  days
          (Application  Date)  after  Acceptance.  Buyer  will  have  made  Loan
          Application only when Buyer has: (a) completed,  signed, and delivered
          to the Lender the initial loan application and documentation  required
          by the Lender;  and (b) paid all loan  application fees as required by
          the  Lender.  Buyer  will  continue  to provide  the  Lender  with any
          additional  documentation as required by the Lender.  If, within seven
          calendar  days after  receipt of written  request from  Seller,  Buyer
          fails to provide to Seller  written  evidence that Buyer has made Loan
          Application  by the  Application  Date,  then Seller may, prior to the
          Qualification  Date,  the Property,  in its current  condition and for
          seller's  exclusive  remedy,  the Earnest  Money  Deposit  without the
          requirement of any further written authorization from Buyer.
      2.2 Qualification. Buyer and the Property must qualify for a loan
          for  which  application  has been made  under  section  2.1  within 90
          calendar days (Qualification  Date) after Acceptance . The Property is
          deemed  qualified  if,  on  or  before  the  Qualification  Date,  the
          Property,  in its current  condition and for the Buyer's intended use,
          has appraised at a value not less than the Total Purchase Price. Buyer
          is deemed  qualified  if, on or before  the  Qualification  Date , the
          Lender  verifies  in writing  that Buyer has been  approved  as of the
          verification date.

     2.3  Qualification  Contingency.  If Seller has not previously  voided this
Contract as provided in Section 2.1, and either the Property or Buyer has failed
to qualify on or before the  Qualification  Date , either  party may cancel this
Contract by providing  written  notice to the other party within three  calendar
days after the Qualification  Date,  otherwise Buyer and the Property are deemed
qualified.  The Brokerage,  upon receipt of a copy of such written notice, shall
return to Buyer the Earnest Money Deposit without the requirement of any further
written authorization of Seller. 

     3. CLOSING. This transaction shall be closed on or before 30 days following
condo conversion  approval . 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  and by  applicable  law; (b) the monies  required to be paid under
these documents have been delivered to the escrow / title company in the form of
cashier's  check  collected  or cleared  funds.  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.  Unearned
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.  Unless  otherwise agreed in writing by the parties,  Seller
shall deliver possession to Buyer within 48 hours after Closing.

     5. CONFIRMATION OF AGENCY  DISCLOSURE.  At the signing of this Contract the
Listing Agent  Represents [x] Seller [ ] Buyer, and the Selling Agent Represents
[ ] Seller  [x]  Buyer.  Buyer and Seller  confirm  that  prior to signing  this
Contract  written  disclosure  of the agency  relationship(s)  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 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.

     7  SELLER  DISCLOSURES.  No  later  than  __________  calendar  days  after
Acceptance,   the  Seller  will  deliver  to  the  Buyer  the  following  Seller
Disclosures: (a) a Seller Property Condition Disclosure for the Property, signed
and dated by Seller; (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;  (c) a
copy of all loan documents relating to any loan now existing which will encumber
the Property after Closing; and, (d) a copy of all leases affecting the Property
not  expiring  prior to  Closing.  Seller  agrees  to pay any  title  commitment
cancellation charge under subsection (b).

     8. CONTINGENCIES. In addition to Qualification under Section 2.2 this offer
is:  (a)subject  to  Buyer's  approval  of the  content  of  each  of the  items
referenced  in Section 7 above;  and (b) [ X ] is [ ] is not  subject to Buyer's
approval of an inspection of the Property.  The inspection  shall be paid for by
Buyer under Section 11 and to make the Property available for the same.

         8.1 Buyer  shall have 90  Calendar  days after  Acceptance  in which to
review the content of Seller  Disclosures,  and, if the  inspection  contingency
applies,  to complete  and  evaluate  the  inspection  of the  Property,  and to
determine, if, in Buyer's sole discretion, the content of all Seller Disclosures
(including the Property Inspection ) is acceptable.
         8.2 If Buyer does not deliver a written objection to Seller regarding a
Seller  Disclosure,  or the  Property  Inspection  within the time  provided  in
subsection  8.1 above,  that document or inspection  will be deemed  approved or
waived by Buyer.

<PAGE>

         8.3 If Buyer  objects,  Buyer and Seller shall have seven Calendar days
after receipt of the objections to resolve  Buyer's  objections.  Seller my, but
shall not be required to, resolve Buyer's objections.  If Buyer's objections are
not resolved  within the seven  calendar  days,  Buyer may void this Contract by
providing  written  notice to Seller within the same seven  calendar  days.  The
Brokerage,  upon receipt of a copy of Buyer's  written  notice,  shall 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 11.

     8.4 Resolution of Buyer's  objections under Section 8.3 shall be in writing
and shall be specifically enforceable as covenants of this Contract.

     9.  SPECIAL  CONTINGENCIES.  This  offer is made  subject  to: The terms of
attached Addendum # 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 executing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer or Seller.

     14. COMPLETE  CONTRACT.  This  instrument,  together with its Addenda,  any
attached Exhibits, and Seller Disclosures constitute the entire Contract between
the parties and supersedes all prior negotiations, warranties, understandings or
contract 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.  Disputes
shall include representations made by the parties, any Broker or other person or
entity in  connection  with the sale,  purchase,  financing,  condition or other
aspect of the  Property  to which  this  Contract  pertains,  including  without
allegations of concealment,  misrepresentation,  negligence  and/or fraud.  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 15 shall  prohibit  any party  from  seeking  emergency
equitable relief pending  mediation.  By marking this box[ X ], and adding their
initials,  the Buyer ( ), and the Seller ( ), agree  that  mediation  under this
Section 15 is not mandatory, but is optional upon agreement of all parties.

<PAGE>

     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 not be
released  unless it is authorized  by: (a) Section 2, Section 8.3 or Section 15;
(b) separate written agreement of the parties; 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.  FACSIMILE  (FAX)  DOCUMENTS.  Facsimile  transmission  of  any  singed
original document,  and  re-transmission  of any signed facsimile  transmission,
shall  be the same as  delivery  of an  original.  If the  transaction  involves
multiple  buyers  or  Sellers,   facsimile  transmissions  may  be  executed  in
counterparts.

     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 [
] PM Mountain  Time, , , this offer shall  lapse;  and the holder of the Earnest
Money Deposit shall return it to the Buyer.

 /s/ Richard Surber
(Buyer's Signature)                   (Offer Reference Date)

      Richard Surber
Buyer's Name (please print)

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

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

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

   /s/ BonnieJean Tippets                                 10-10-97
(Seller's Signature)       Cyberstate, Inc               (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>
                          SELLER FINANCING ADDENDUM TO
                          REAL ESTATE PURCHASE CONTRACT

This is a legally binding  Contract.  Utah state law requires that licensed real
estate  agents use this form,  but the Buyer and the Seller may legally agree in
writing to alter or delete  provisions  of this form. If you desire legal or tax
advice, consult your attorney or tax advisor.

THIS  SELLER  FINANCING  ADDENDUM  is made a part of that REAL  ESTATE  PURCHASE
CONTRACT  (the  "REPC")  with an Offer  Reference  Date of  October 10 , 19 97 ,
between Richard Surber as Buyer,  and Cyberstate,  Inc. as Seller.  The terms of
this  ADDENDUM are hereby  incorporated  as part of the REPC,  and to the extent
these terms  conflict with or modify any  provisions  of the REPC,  the terms of
this  Addendum  shall  control.  All other  terms of REPC not  modified  by this
Addendum  shall  remain the same:.  1.CREDIT  DOCUMENTS:  Seller's  extension of
credit to Buyer shall be  evidenced  by: (X) Note and Deed of Trust ( ) Note and
All-Inclusive Deed of Trust (  )Other:__________________________________________

2.  CREDIT  TERMS:  The terms of the credit  documents  referred to in Section 1
above are as  follows:  $ 14,000  principle  amount  of the note  (the  "Note");
interest at 7 % per annum;  payable at approximately $ $ N/A per N/A. The entire
unpaid balance of principle plus interest is dune in N/A months from date of the
Note.  First  payment due 30 days after  close.  Additional  principal  payments
balloon payments or other terms as follows:

Term of note shall be the same as buyers new loan term,  Payments  based on a 30
year amortization.

The credit  documents  referenced  in Section 1 of the  ADDENDUM  will contain a
due-on-sale  clause  in favor  of  Seller.  Buyer [ ] will [ ] will not  provide
Seller at Closing with a lender's title policy  insuring Seller in the amount of
the Note.  Seller agrees to provide to Buyer at Settlement:  (a) an amortization
schedule  based on the  above  terms;  (b) a  written  disclosure  of the  total
interest Buyer will pay to maturity of the Note.

3. TAXES AND  ASSESSMENTS.  In addition to the payments  referenced in Section 2
above,  Buyer shall also be responsible for: (i) property taxes; (ii) homeowners
association dues; (iii) special assessments;  and (iv) hazard insurance premiums
on the Property.  These  obligations will be paid. ( ) directly to Seller/Escrow
Agent on a monthly  basis (X )  directly  to the  applicable  county  treasurer;
association; and insurance company as required by those entities.

4.PAYMENT.  Buyer's  payments  under  Section 2 and 3 above will be made to: (X)
Seller ( ) an ESCROW AGENT.  If an Escrow Agent N/A will act as Escrow Agent and
will be responsible for disbursing  payments on any underlying  mortgage or deed
of trust ( the "underlying  mortgage") and to the Seller. Cost of setting up the
escrow  account shall be paid by: ( ) Buyer ( ) Seller ( ) split evenly  between
the parties.

5. LATE PAYMENT/PREPAYMENT. Any payment not made within 30 days after it is due
is subject to a late charge of $ 25.00 or --5--% of the installment due. Amounts
in default shall bear  interest at a rate of 14 % per annum.  All or part of the
principal balance on the Note may be paid prior to maturity without penalty.

6. DUE-ON-SALE.  This transaction is subject to Buyer's approval of the terms of
any  underlying  loan as provided in Section 8 of the REPC.  Buyer  acknowledges
that any underlying loan on the Property may contain a due-on-sale  clause which
requires the lender's consent to this transaction If the lender does not consent
to this  transaction  and  calls  the loan  immediately  due,  Buyer  agrees  to
discharge the underlying loan as required by the lender. In such event, Seller's
remaining equity shall be paid as provided in the credit documents.

7. BUYER  DISCLOSURES.  Buyer has provided to Seller, as a required part of this
ADDENDUM,  the attached Buyer  Financial  Information  Sheet - Part B. Buyer ( )
WILL ( X ) WILL NOT  provide  Seller  with  copies  of IRS  returns  for the two
preceding tax years.  Buyer acknowledges that Seller may contact Buyer's current
employer for  verification  of employment as  represented  by Buyer in the Buyer
Financial Information Sheet.

8. SELLER  APPROVAL.  Within the time referenced in Section 7 of the REPC, Buyer
shall provide to Seller,  at Buyer's  expense,  a current credit report on Buyer
from a consumer credit  reporting  agency.  Seller may use the credit report and
the information contained in the credit report and the information referenced in
Section 7 of this Addendum (collectively referred to as the "Buyer Disclosures")
to  evaluate  the   credit-worthiness   of  Buyer.  Seller  agrees  to  maintain
confidential all information contained in the Buyer disclosures.
   8.1 Seller Review. Within the time period allowed in Section 8.1 of the REPC,
Seller shall review the credit report and Buyer  Disclosures to determine if, in
Seller's  sole  discretion,  the  content  of the credit  report,  and the Buyer
Disclosures,  is  acceptable.  If the content of the credit  report or the Buyer
Disclosures is not acceptable to Seller, Seller may elect to either: (i) provide
written objections to Buyer as provided in Section 8.2 of this Addendum; or (ii)
immediately  void the REPC by providing  written notice to Buyer within the time
referenced in Section 8.1 of the REPC. The Brokerage , upon receipt of a copy of
Seller's written notice of cancellation, shall return to Buyer the Earnest Money
Deposit  without the  requirement  of any  further  written  authorization  from
Seller.
<PAGE>

     8.2 Seller  Objections.  If Seller  does not  immediately  void the REPC as
provided above,  Seller may within the time period allowed in Section 8.1 of the
REPC, provide Buyer with written  objections.  Buyer and Seller shall have seven
calendar  days after  Buyer's  receipt  of the  objections  to resolve  Seller's
objections.   Buyer  may,  but  shall  not  be  required  to,  resolve  Seller's
objections.  If Seller's  objections are not resolved  within the seven calendar
days,  Seller may void the REPC by providing  written notice to Buyer within the
same seven  calendar  days.  The  Brokerage,  upon receipt of a copy of Seller's
written notice of cancellation,  shall return to Buyer the Earnest Money Deposit
without the requirement of any further written authorization from Seller.
    8.3 Failure to Object.  If Seller does not  deliver a written  objection  to
Buyer regarding the credit report or a Buyer  Disclosure  within the time period
allowed  in  Section  8.1 of the REPC,  or if  Seller  does not void the REPC as
provided in Sections 8.1 and 8.2 of this  Addendum,  any objection to the credit
report and Buyer  Disclosures will be deemed approved or waived by Seller. [ X ]
Seller [ ] Buyer  shall have until  ________  [ ] A.M.  [ ] P.M.  Mountain  Time
_______________  , 19 ___ to accept these terms in accordance with Section 23 of
the REPC. Unless so accepted, this offer shall lapse.

   /s/ Richard Surber                              10-10-97
[ X] Buyer [ ] Seller Signature                      Date


[ ] Buyer [ ] Seller Signature                        Date

                        ACCEPTANCE/REJECTION/COUNTEROFFER
CHECK ONE:
[ ] ACCEPTANCE: [ ] Buyer [ X ] Seller hereby accepts these terms.

 /s/ BonnieJean Tippets                    10-10-97
[ ] Buyer [ X ] Seller Signature             Date                     Time

[ ] Buyer [ ] Seller Signature               Date                      Time

[ ] REJECTION: [ ] Seller [ ] Buyer rejects these terms.

(Initials)  (Date) (Time) [ ]  COUNTEROFFER:  [ ] Seller [ ] Buyer presents as a
counter offer the terms set forth on the attached Counter Offer # ______.

<PAGE>

                                 ADDENDUM NO. 1
                                       TO
                          REAL ESTATE PURCHASE CONTRACT
                                   PAGE 1 OF 1

THIS IS AN [ ] ADDENDUM [ X ] COUNTEROFFER to that REAL ESTATE PURCHASE CONTRACT
(the "REPC") with and Offer Reference Date of October 10 , 19 97 , including all
prior  addenda  and   counteroffers,   between  Richard  Surber  as  Buyer,  and
Cyberstate,  Inc. as Seller, regarding the Property located at 2302 Wall Avenue,
Unit# 303, Ogden, Utah . The following terms are hereby  incorporated as part of
the REPC:


    #1 Purchase price increased to $75,000

   #2 Seller carry back is $26,250 amortized over 15 years at 9%.
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      /s/ Richard Surber           3/19/98
[ X  ] Buyer [  ] Seller Signature   Date       Time

                                   3/18/98
[ ] Buyer [ X ] Seller Signature     Date       Time



