
                          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 Allen Z. Wolfson offers to purchase the Property  described  below and
delivers to Brokerage, N/A as Earnest Money Deposit $- 0 - in the form of N/A to
be  deposited  within  three  business  day 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.      #302
 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
             ____________________________ .


$ 48,000     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.

$ 12,000     Seller Financing: (See attached Seller Financing Addendum)
$    0       Other:
$    0       Balance of Purchase Price in cash at closing.
$ 60,000    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.

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.
      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.

<PAGE>

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.

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. 

<PAGE>

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/ Allen Wolfson                                      10-10-97
(Buyer's Signature)                                     (Offer Date)

----------------------------------------                        ----------------
           (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)

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

Rejection: Seller Rejects the foregoing offer.

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

[ ] Counter Offer:  Seller presents for Buyer's  Acceptance the terms of Buyer's
offer subject to the  exceptions or  modifications  as specified in the attached
Counter Offer #_____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 , 1997 ,
between Allen Z. Wolfson 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:  $ 12,000  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.
     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/ Allen Wolfson                                            10-10-97
[ X] Buyer [ ] Seller Signature                               Date

[ ] Buyer [ ] Seller Signature                                Date

                        ACCEPTANCE/REJECTION/COUNTEROFFER
CHECK ONE:
[X ] 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 , 1997 , including all
prior addenda and counteroffers, between Allen Wolfson as Buyer, and Cyberstate,
Inc. as Seller,  regarding the Property located at 2302 Wall Avenue,  Unit# 302,
Ogden, Utah . The following terms are hereby incorporated as part of the REPC:

    #1 Purchase price increased to $65,000

   #2 Seller carry back is $22,250 amortized over 15 years at 9%.
--------------------------------------------------------------------------------




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

    /s/ BonnieJean C. Tippets            3/18/98
[ ] Buyer [ X ] Seller Signature          Date           Time



<PAGE>



     Addendum #1 A to  Real-estate  Purchase  Contract  dated  10-10-97  between
Cyberstate, Inc. (Seller) and Allen Wolfson (Buyer)



This refers to financing only.


     The sales price will  remain.  The Carry back will 15% of the sale price or
$9,000.00. Balance of Purchase price in Cash at Closing will be $6,000.





    /s/ BonnieJean C. Tippets        11-20-97  /s/ Allen Wolfson        11/20/97
          Seller                       Date          Buyer                 Date


