CYBERAMERICA CORP, 10-Q, 1997-08-20

CYBERAMERICA CORP
10-Q, 1997-08-20
MANAGEMENT CONSULTING SERVICES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended June 30, 1997.

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ___________ to_______________.

Commission file number: I-9418

CYBERAMERICA CORPORATION
(Exact name of small business issuer as specified in its charter)

Nevada 87-0509512
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

268 West 400 South, Salt Lake City, Utah 84101
(Address of principal executive office) (Zip Code)

(801) 575-8073
(Issuer's telephone number)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes XX No

The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of August 15, 1997 was
11,967,452.
<PAGE>
TABLE OF CONTENTS

PART I

ITEM 1. FINANCIAL STATEMENTS..................................................3

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..................................3

PART II
ITEM 1. LEGAL PROCEEDINGS ....................................................6

ITEM 5. OTHER INFORMATION ....................................................7

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................7

SIGNATURES.....................................................................8

INDEX TO EXHIBITS..............................................................9

[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

<PAGE>
ITEM 1. FINANCIAL STATEMENTS

As used herein, the term "Company" refers to CyberAmerica Corporation,
a Nevada corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended June 30, 1997
and statements of operations, statements of shareholders equity and statements
of cash flows for the interim period up to the date of such balance sheet and
the comparable period of the preceding year are attached hereto as Pages F-1
through F-8 and are incorporated herein by this reference.
<PAGE>
CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS THE CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1997 (Unaudited) and December 31, 1996

ASSETS June 30
1997
CURRENT ASSETS
Cash ....................................................... $ 14,477
Accounts receivable - trade ................................ 465,608
(Net of allowance for bad debt of $89,097)
Accounts receivable - related parties ...................... 404,997
Accounts receivable - other ................................ 125,960
Receivable - brokerage account ............................. --
Notes receivable - current portion ......................... 1,303,408
Prepaid expenses ........................................... 40,654
Securities available for sale .............................. 398,218
-----------
TOTAL CURRENT ASSETS ......................................... 2,753,322
PROPERTY AND EQUIPMENT ....................................... 7,058,807
OTHER ASSETS
Investment securities at cost ............................. 402,448
Notes receivable - net of current portion ................. 24,000
Investments - other ....................................... 218,421
Deposits .................................................. 92,147
Trade credits ............................................. 180,951
Other assets .............................................. 8,208
-----------
TOTAL OTHER ASSETS ........................................... 926,175
-----------
TOTAL ASSETS ................................................. $10,738,304
===========

See notes to consolidated unaudited financial statements.
F-1
<PAGE>
CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS THE CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
June 30, 1997 (Unaudited) and December 31, 1996

LIABILITIES AND SHAREHOLDERS' EQUITY June 30
1997
CURRENT LIABILITIES
Accounts payable - trade .................................. 387,545
Accounts payable - related parties ........................ 98,912
Accrued liabilities
Interest ................................................ 37,672
Real estate taxes and assessments ....................... 361,531
Payroll and related taxes payable ....................... 235,769
EPA liabilities ......................................... 325,398
Refundable deposits ..................................... 30,334
Refund to investors ..................................... 89,224
Other ................................................... 11,572
Debenture payable ......................................... 280,000
Current maturities of long-term debt ...................... 1,452,874
Current maturities of capitalized lease ................... 18,421

TOTAL CURRENT LIABILITIES .................................... 3,329,252
LONG-TERM LIABILITIES
Long-term debt, less current portion ...................... 3,560,301
Long-term capitalized lease, less current portion ......... 349,504
TOTAL LONG-TERM LIABILITIES .................................. 3,909,805
CONTINGENCIES

MINORITY INTEREST ............................................ 390,306

SHAREHOLDERS' EQUITY
Preferred stock par value $.001; 20,000,000
shares authorized; No shares issued
Common stock par value $.001; 200,000,000
shares authorized; 11,253,925 and 9,484,557
shares issued ........................................... 11,254
Additional paid-in capital ................................ 14,182,272
Accumulated deficit ....................................... (10,735,500)
Unrealized loss from securities available for sale ........ (349,085)
------------

TOTAL SHAREHOLDERS' EQUITY ................................... 3,108,941
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................... $ 10,738,304
============

See notes to consolidated unaudited financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>

CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS THE CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended
June 30, June 30,
(Unaudited) (Unaudited)
---------------------------- ------------------------
1997 1996 1997 1996
----------------------------- ------------------------
REVENUE
<S> <C> <C> <C> <C>
Sale of building ........................................ $ 1,335,000 $ -- $ 1,335,000 $ --
Consulting revenue ...................................... 41,142 791,812 125,774 1,557,440
Rental revenue .......................................... 118,890 117,871 261,870 223,089
Other revenue ........................................... 3,401 3,442 3,401 63,234
----------- ----------- -----------

TOTAL REVENUE .............................................. 1,498,433 913,125 1,726,045 1,843,763

COSTS OF REVENUE
Cost of sale of building ................................ 666,570 -- 666,570 --
Costs associated with consulting revenue ................ 61,356 359,306 105,621 701,468
Costs associated with rental revenue .................... 87,395 143,782 179,381 246,119
Interest expenses associated with rental revenue ........ 47,803 51,427 93,719 101,687
Cost associated with other revenue ...................... -- 3,921 -- 44,168
----------- ----------- -----------

TOTAL COSTS OF REVENUE ..................................... 863,124 558,436 1,045,291 1,093,442

GROSS PROFIT (LOSS) ........................................ 635,309 354,689 680,754 750,321

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ............... 416,628 372,885 860,995 709,264
Computer development costs .............................. -- -- 121,720 20,000
-----------

TOTAL SELLING, GENERAL AND ................................. 416,628 372,885 982,715 729,264
ADMINISTRATIVE EXPENSES

OPERATING PROFIT (LOSS) .................................... 218,681 (18,196) (301,961) 21,057
----------- ----------- ----------- -----------

OTHER INCOME (EXPENSE):
Interest income ......................................... 19,994 10,466 19,994 11,020
Interest expense ........................................ (96,860) (48,176) (174,864) (69,775)
Gain (loss) from sale of assets ......................... (11,540) -- (11,540) --
Gain (loss) from investment securities .................. (275,950) (43,807) (335,259) 73,066
Gain from recoveries of bad debts ....................... 151,200 -- 151,200 --
Gain from disposal of subsidiary ........................ 90,681 -- 90,681 --
Other income ............................................ 3,477 17,102 (14,483) 37,490
----------- ----------- -----------

TOTAL OTHER INCOME (EXPENSE) ............................... (118,998) (64,415) (274,271) 51,801

INCOME (LOSS) BEFORE INCOME TAXES
AND MINORITY INTEREST .................................... 99,683 (82,611) (576,232) 72,858
----------- ----------- ----------- -----------

Minority interest in loss (gain) ........................... (71,040) 31,827 (46,108) 50,363
----------- ----------- -----------

Net income (Loss) .......................................... $ 28,643 $ (50,784) $ (622,340) $ 123,221
=========== =========== =========== ===========

See notes to consolidated unaudited financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS THE CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

Three Months Ended Six Months Ended
June 30, June 30,
(Unaudited) (Unaudited)
1997 1996 1997 1996
----------------------------------------------------------------------------

Income (Loss) per common share
<S> <C> <C> <C> <C>
Income (loss) before minority interest ........ $ 0.01 $ (0.01) $ (0.06) $ 0.01
Minority interest in loss (gain) .............. (0.01) 0.00 (0.00) 0.01
-------------- ------------- -------------- -------------
Net income (loss) per weighted average
common share outstanding ................... $ 0.00 $ (0.01) (0.06) $ 0.02
Weighted average number of common
shares outstanding ......................... 10,388,999 6,820,487 10,054,060 6,361,516
============== ============= ============== =============

See notes to consolidated unaudited financial statements.
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS THE CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF SHAREHOLDERS' EQUITY
For Six Months Ended June 30, 1997

Net Unrealized
Additional loss on securities Total
Common Stock Paid-in Accumulated available Shareholders'
Shares Amount Capital Deficit for Sale Equity

<S> <C> <C> <C> <C> <C> <C>
BALANCES AT DECEMBER 31, 1996 ........ $ 9,484,557 $ 9,485 $ 14,058,256 $(10,113,160) (606,234) 3,348,347

Common stock activity:
Issued for services ............... 130,162 130 35,136 -- -- 35,266

Issued for debts .................. 65,930 66 8,414 -- -- 8,480
Issued for assets ................. 100,000 100 14,900 -- -- 15,000
Realized loss on securities
available for sale ............... -- -- -- -- 63,423 63,423
Net loss for the period
ended March 31, 1997 ............. -- -- -- (650,983) -- (650,983)
--------- ---------- ----------- ------------ ------------ ------------

BALANCES AT MARCH 31, 1997 ............. 9,780,649 $ 9,781 $ 14,116,706 $(10,764,143) $ (542,811) $ 2,819,533
========= ============ ============ ============ ============ ============

Common stock activity:
Issued for services ................. 1,413,276 1,413 57,526 -- -- 58,939
Issued for debts owed by
related parties .................... 30,000 30 4,020 -- -- 4,050
Issued for assets ................... 30,000 30 4,020 -- -- 4,050
Realized loss on securities
available for sale ................. -- -- -- -- 193,726 193,726
Net loss for the period
ended June 30, 1997 ................ -- -- -- 28,643 -- 28,643
---------- ----------- ------------ ------------ ------------ ------------

BALANCES AT JUNE 30, 1997 .............. 11,253,925 $ 11,254 $ 14,182,272 $(10,735,500) $ (349,085) $ 3,108,941
========== ============ ============ ============ ============ ============
</TABLE>
See notes to consolidated unaudited financial statements.
F-5
<PAGE>
CYBERAMERICA CORPORATION FORMERLY KNOWN AS
THE CANTON INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended
June 30,
Unaudited
1997 1996
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) .............................. $ (622,340) $ 123,221
Adjustments to reconcile net income (loss)
to net cash provided:
(Gain) loss from sale of investments ........ 335,259 (73,066)
(Gain) from sale of assets .................. 11,540 --
(Gain) from sale of subsidiary .............. (90,681) --
Minority interest in (gain) loss ............ (46,108) 50,363
Depreciation and Amortization ............... 114,181 111,204
Services paid with common stock ............. 94,205 397,621
Common stock issued for assets and debt ..... 31,580 309,000
Bad debt recoveries ......................... (151,200) --
Decrease (increase) in assets:
Receivables ............................... (505,076) (478,862)
Receivables - related party ............... (174,064) (393,853)
Other current assets ...................... 329,633 (322,973)
Increase (decrease) in liabilities:
Accounts and notes payable ................. 82,658 70,281
Payables - related parties ................. 12,821 157,534
Accrued liabilities ........................ 143,914 54,525
Current portion of long-term debt .......... 23,248 146,042
Deferred income ............................ -- 7,173
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (410,430) $ 160,732

CASH FLOWS FROM INVESTING ACTIVITIES
Minority interest in subsidiary ............. -- 825,000
Purchase of assets .......................... (586,146) (2,891,719)
----------- -----------
NET CASH FLOWS (USED) IN INVESTING ACTIVITIES ... $ (586,146) $(2,066,719)

CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock for cash ............... -- 2,180,445
Proceeds from borrowing receivable .......... 982,691 1,012,372
Stock subscription .......................... -- (1,194,712)
Payment on debt ............................. (50,006) (95,685)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES ........ $ 932,685 $ 1,902,420

INCREASE (DECREASE) IN CASH ..................... (63,891) (3,567)

CASH AT BEGINNING OF PERIOD ...................... 78,368 18,605
----------- -----------

CASH AT END OF PERIOD ............................ $ 14,477 $ 15,038
=========== ===========

See notes to consolidated unaudited financial statements.
F-6
<PAGE>
CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying consolidated unaudited condensed financial statements
have been prepared by management in accordance with the instructions in Form
10-QSB and, therefore, do not include all information and footnotes required by
generally accepted accounting principles and should, therefore, be read in
conjunction with the Company's Annual Report to Shareholders on Form 10-KSB for
the fiscal year ended December 31, 1996. These statements do include all normal
recurring adjustments which the Company believes necessary for a fair
presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31, 1997.

2. Sale and Acquisition of Real Estate Holdings

On May 5, 1997, the Company's majority-owned subsidiary, TAC, Inc. sold
its commercial warehouse for $1,335,000. $200,000 of the proceeds was paid in
cash and the remainder was seller financed for a period of 90 days after
closing. The Company realized a gain in the amount of $668,430 from this
transaction.

During the second quarter of 1997, the Company, through its
subsidiaries, purchased two pieces of real estate properties for a total of
$320,000. The Company acquired the properties by paying $40,000 at closing and
assuming promissory notes that are secured by deeds of trust. Monthly payments
on the promissory notes total $2,171 per month.

During the second quarter of 1997, the Company purchased 3,840 acres of
land located in Box Elder County, Utah for a total purchase price of $261,000.
The Company has an option to purchase an additional 47,000 acres of land in that
area.

3. Changes in accounting presentation

During the first quarter of 1997, the Company significantly curtailed
the scope of its financial consulting services and decided to focus its
operations on acquisition, management, lease and sale of real estate properties.
As a result of this decision, the Company determined that sales proceeds from
TAC Warehouse should be included in operating revenues (Please see Note 2 for
more detail on this transaction.) Correspondingly, costs associated with the TAC
warehouse are also included in costs of revenues.

4. Recovery of bad debts

During the 1996 fiscal year, CyberConnect, Inc. and CyberDimensions,
Inc., both consolidated subsidiaries of the Company, each acquired a promissory
note with a face value of $75,600 from Homes For America Holdings, Inc. The
notes were due in full on November 12, 1996. Because Homes for America failed to
make any payments on either note, the promissory notes have been in default
since November 12, 1996. Due to the questionable collectability of the notes,
CyberConnect and CyberDimensions reserved 100% of the face value of the notes as
allowance for bad debts. During 1997, CyberConnect and CyberDimensions reached
an agreement with Homes for America to extend the payment date on both
promissory notes to January 31, 1998, when $82,500 will be due on each note. As
a result of this agreement, CyberConnect and CyberDimensions recorded a gain
from recovery of bad debts in the amount of $75,600 each.

F-7
<PAGE>
CYBERAMERICA CORPORATION
(FORMERLY KNOWN AS CANTON INDUSTRIAL CORPORATION)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS

5. Subsequent Event

On July 15, 1997, Canton Industrial Properties Management Corporation
of Salt Lake City ("CIPMC"), a consolidated subsidiary of the Company, closed on
the sale of its 18,000 square foot office building located at 202 West 400
South, Salt Lake City, Utah. The sale price of the property under the contract,
as amended, is $950,000 which was paid in cash on the closing date. Pursuant to
the contract, the purchaser loaned $150,000 to CIPMC, interest-free. The
principal on that loan was deducted from the proceeds of the closing.

6. Additional footnotes included by reference

Except as indicated in Notes 1-5 above, there have been no other
material changes in the information disclosed in the notes to the financial
statements included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1996. Therefore, those footnotes are included herein by
reference.

F-8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company has two main divisions of operations. Through its wholly
owned subsidiaries Canton Financial Services Corporation and Hudson Consulting
Group, Inc., the Company provides a variety of financial consulting services to
various clients. These services primarily involve assisting clients in the
preparation of corporate documentation including private placement offering
documentation, corporate business plans and paperwork necessary to effect
mergers and acquisitions. During the first quarter of 1997, the Company
significantly curtailed the scope of its financial consulting services and this
trend continued in the second quarter of 1997. The remainder of the Company's
operations involve the acquisition, management, lease and sale of real estate
holdings.

Financial Consulting

The Company's consulting subsidiaries generate revenues through
consulting fees payable in the client's equity, cash, other assets or some
combination of the three. The primary form of compensation received is the
equity securities of clients. When payment is made in the form of equity, the
number of shares to be paid is dependent upon the price of the client's common
stock (if such price is available) and the extent of consulting services to be
provided. The Company accepts equity with the expectation that its services will
assist in the stock's appreciation, thus allowing the Company to be compensated
and to make a return on the payments for its services.

Revenues from the Company's financial consulting operations decreased
during the quarter ended June 30, 1997. The Company recorded quarterly revenues
of $41,192 from its financial consulting operations as compared to $791,812 for
the same period of 1996. This substantial decline was largely attributable to
the Company's decision to focus its operations primarily on real estate
activities during the second quarter of 1997.

One of the services rendered by the Company's financial consulting
subsidiaries involves assisting corporations in effecting stock offerings
pursuant to certain statutory exemptions. Such offerings require strict
adherence to the statutory exemptions upon which the offerings are premised. The
Company notifies its clients of the restrictions and provisions specified in the
exemptions and relies upon the clients to ensure compliance with the exemptions.
Because the Company cannot control the actions of its clients, it is possible
that in the event an offering is conducted outside the requirements of
appropriate exemptions, the Company could be included in claims by investors.
CyberConnect, Inc. ("CC") and CyberDimensions, Inc. ("CD") are majority owned
subsidiaries of the Company that conducted offerings of their common stock
during the second and third quarters of 1996. The Company has become aware that
problems may exist with the manner of these offerings which may require the
rescission of the entire offerings. CC and CD have begun to rescind these
offerings and are in the process of refunding investments made by shareholders
pursuant to these offerings. Approximately $89,224 remained to be paid to those
investors as of June 30, 1997.

The Company has made limited advancements to CC and CD, which are no
longer operating entities, to help those subsidiaries rescind their previously
conducted offerings and settle any potential claims which the shareholders of CC
and CD may have against those companies. It will continue to assist these
subsidiaries to the extent that it has the cash resources to do so. In addition,
the Company has engaged a consultant to assist in refunding investments to CC's
and CD's shareholders. If a determination is made that the offerings were
conducted outside the parameters of the appropriate offering exemptions, CC and
CD could face potential liability. A possibility exists that the Company could
be obliged to cover such shortfalls if CC and CD cannot cover the expenses. This
potential uncertainty could have a material effect upon the Company's liquidity.

During the first quarter of 1997, the Company sought to diversify its
consulting services. The Company formed a wholly owned subsidiary called
NetInvesting.com, Inc. for the purpose of assisting clients with the
dissemination of information about their operations and capital stock.
NetInvesting.com offered a public relations package to its clients which
included publishing regular quotations of clients in national financial
publications and programming corporate information pages on the World Wide Web.
NetInvesting.com's operations were introduced on a limited basis so that the
Company's management could determine the commercial viability of these services.
During the second quarter, the Company discontinued the operations of
NetInvesting.com because it determined that NetInvesting.com could not sustain
long term profitability.
<PAGE>
Real Estate Holdings

The Company owns and manages properties in Utah, Nevada, West Virginia,
Virginia, Florida, Illinois, and Arizona. The Company's goal has been to locate
and acquire undervalued real estate with little or no cash expenditure. The
Company looks for property that can be purchased by assuming the existing
financing or by paying the balance of the purchase price with nominal cash
expenditures and/or the issuance of shares of the Company's common stock. The
amount the Company is willing to pay for a property is determined by management.
The criteria for purchasing properties are broad and management's determination
of value and the terms of financing are the main factors weighed by management
in making a decision to invest in a property.

The Company leases its properties to commercial tenants and applies the
rental income toward its fixed obligations on the properties. Currently, there
are insufficient rental revenues to cover the debt service and other expenses
related to the Company's real estate operations, and the Company therefore has
to use capital from other sources to fund this deficit. The deficit has been
primarily attributable to the Company's recent investments in raw land and
vacancies in the Company's commercial properties. The Company seeks to decrease
vacancies in its commercial properties to eliminate losses from real estate
operations. However, the Company's primary objective is to acquire real estate
which will substantially appreciate in value and for which the Company can
realize a substantial gain upon disposition. Accordingly, the Company has
continued to invest in real estate holdings despite negative cash flows.

There is a risk that the Company will lose control over some of its
properties through foreclosure if enough funds are not raised to cover the
deficiency between rental revenues and the cost of debt service and maintenance
of the properties. During the next two years, the Company has a significant
balloon payment which comes due and an option which will expire. On December 27,
1997, a $300,000 promissory note secured by the Oasis, Nevada property will
become due and payable. On March 25, 1998, the Company's option to purchase
approximately 47,000 acres of undeveloped land in Box Elder County, Utah for $41
per acre will expire if not exercised on or before that date. Accordingly, the
Company will need to pay approximately $2,227,000 in the next eight months in
order to avoid losing some or all of its beneficial interest in these
properties.

The Company recorded rental revenues of $118,890 from its real estate
operations for the second quarter as compared to $117,871 for the same period of
1996. This number remained substantially unchanged from 1996 notwithstanding a
decrease in vacancies in the Company's commercial properties because of the
Company's disposition of the TAC Warehouse (see below), a property which
previously generated a significant portion of the Company's rental revenues.

On May 5, 1997, TAC, Inc., a consolidated subsidiary of the Company,
closed on the sale of a 60,000 square foot commercial warehouse located at 5280
West Wells Park Road in West Jordan, Utah. TAC sold the warehouse for
$1,335,000, $200,000 of which was paid in cash and the remainder of which was
seller financed for a period of 90 days after closing. In July, 1997, the
purchaser exercised its right to extend the financing for an additional 30 days.
As consideration for this extension, TAC received $11,350 from the purchaser.
The purchaser has an additional option to extend the financing for an additional
six months upon payment of $50,000. TAC previously acquired the warehouse in
June 1996 through its exercise of an option to purchase the property by paying
$293,394 in cash and assuming a mortgage of $306,456. For more information on
the TAC Warehouse see the Company's Form 10-KSB for the fiscal year ended
December 31, 1996. The Company recorded a gain of $668,430 on its quarterly
financial statements as a result of the sale of the TAC Warehouse.

On May 9, 1997, Oasis International Hotel & Casino, Inc. and Oasis
International Corporation, both wholly owned subsidiaries of the Company,
executed a real estate purchase agreement for the sale of real property located
in Oasis, Nevada. The agreement was executed with Cimarron Enterprises, Inc., an
unaffiliated purchaser. The Oasis property consists of 49.96 acres and all
improvements thereupon including a service station and a small retail and food
service operation. The total purchase price of the property under the real
estate purchase agreement was $1,250,000 to be paid in cash at the time of
closing, which was originally scheduled for August 9, 1997. The transaction was
contingent upon the purchaser obtaining financing and successfully completing a
due diligence investigation. On August 7, 1997, the purchaser indicated that it
would not be closing on the sale as called for in the agreement due to its
inability to obtain suitable financing. The purchaser also exercised its right
to reclaim the $85,000 deposit made pursuant to the real estate purchase
agreement. While none of the parties have terminated the real estate purchase
agreement, the purchaser has indicated that it does not intend to purchase the
Oasis, Nevada property according to the terms of the original contract. Oasis
International Hotel & Casino, Inc. and Oasis International Corporation are
currently negotiating with the purchaser to reach another agreement for the sale
of the property.
<PAGE>
On July 15, 1997 and subsequent to the end of the second quarter,
Canton Industrial Properties Management Corporation of Salt Lake City ("CIPMC"),
a consolidated subsidiary of the Company, closed on the sale of its 18,000
square foot office building located at 202 West 400 South, Salt Lake City, Utah.
The sale price of the property under the contract, as amended, is $950,000 which
was paid in cash on the closing date. Pursuant to the contract, the purchaser
loaned $150,000 to CIPMC, interest-free. The principal on that loan was deducted
from the proceeds of the closing. The Company initially purchased this building
in November 1993 for $398,125. For more information on this property see the
Company's Form 10-KSB for the fiscal year ended December 31, 1996.

The Company executed contracts to sell the aforementioned properties
because those properties had appreciated significantly since they were acquired
by the Company's subsidiaries, and the Company believed that the prices offered
by potential purchasers represented the high end of the market value for each
property. As discussed above, the Company is generally compensated for its
financial consulting services through the issuance of its clients' equity, much
of which is restricted as to resale. The Company therefore experiences
occasional cash flow shortages. While the Company generally does not sell real
estate holdings to meet these needs, it believed that these transactions were in
the Company's best interest based upon current real estate market conditions.
Accordingly, it chose to use a portion of the proceeds generated from the sale
of the properties to meet short term obligations in lieu of obtaining financing.

The Company intends to sell further real estate holdings on a case by
case basis provided that it believes that local market conditions make such
sales in the best interest of the Company and its subsidiaries. At the same
time, the Company is continually searching for additional properties which
management believes have appreciation potential.

On April 30, 1997, Cyber Lacrosse, a consolidated subsidiary of the
Company, purchased an 8,000 square foot building located at 26 South Main
Street, Nephi, Utah. The building is leased to an individual who operates a
tavern and Cyber Lacrosse assumed the lease upon purchase of the building.
Included with the building were all furniture, inventory and supplies associated
with the operation of the tavern. The building was purchased for a total
purchase price of $200,000, $20,000 was paid at the closing and the remainder of
which was paid in the form of a 7% promissory note. The note is secured by a
deed of trust on the property. The promissory note requires Cyber Lacrosse to
make monthly payments of $1,272 until 2012, when the remaining principal and
accrued interest are due in full.

During the second quarter, the Company also made substantial
investments in undeveloped land located in Box Elder County, Utah. This land was
acquired through several transactions. The Company, through several
subsidiaries, purchased a total of 3,840 acres of land during the second quarter
for a total price of $261,000, or an average price of $68 per acre. Subsidiaries
of the Company had previously purchased 1,920 acres of land in Box Elder County
and has an option to purchase an additional 47,000 acres of land in that area.
The Company acquired raw land in Box Elder County with the intention of either
developing such property or reselling to a developer interested in improving the
land or extracting the land's natural resources.

On July 2, 1997, Taylor's Landing, Inc., a consolidated subsidiary of
the Company, purchased an 8,000 square foot building located at 390 South Main
in Nephi, Utah. Included with the building were all equipment, furniture and
supplies used in the operation of a cafe. This property was purchased for a
total purchase price of $120,000, $20,000 of which was paid at closing. The
remaining $100,000 was paid in the form of a 7% promissory note. The note is
secured by a deed of trust on the property. The promissory note requires
Taylor's Landing to make monthly payments of $898.83 until January 1, 1999, when
the remaining principal and accrued interest are due in full.
<PAGE>
Results of Operations

Gross revenues for the quarter ended June 30, 1997 were $1,498,433
compared to $913,125 for the same period in 1996, an increase of 64%. During the
second quarter of 1997, the Company sold a piece of real estate property located
in West Jordan, Utah and realized $1,335,000 in sale proceeds. Consulting
revenues declined to $41,142 during the second quarter of 1997 from $791,812
during the same period in 1996. This substantial decline was largely due to the
Company's decision to curtail its consulting services operations and focus on
its real estate operations instead. As a result of this decision, rental revenue
increased by 1% from $117,871 during the quarter ended June 30, 1996 to $118,890
for the comparable period in 1997 despite the disposition of the real estate
property, which generated approximately $17,000 in monthly rental revenue.

Costs of revenues were $863,124 for the second quarter of 1997 compared
to $558,436 for the quarter ended June 30, 1996. Gross profit was $635,309 for
the second quarter of 1997 and $354,689 for the quarter ended June 30, 1996.
Gross profit as a percentage of revenues was 42% and 39%, respectively.

Selling, general, and administrative expenses were $416,628 for the
second quarter of 1997 and $372,885 for the quarter ending June 30, 1996.
Operating income was $218,681 during the second quarter of 1997 compared to a
net operating loss of $18,196 for the three months ending June 30, 1996. This
improvement was primarily due to the sale of the same real estate property, from
which the Company recorded a gain in the amount of $668,430.

During the quarter ended June 30, 1997, the Company incurred other
expenses in the amount of $118,998 compared to $64,415 during the same period in
1997. Loss from investment securities was $275,950 for the second quarter of
1997 compared to $43,807 for the same period in 1996. The significant loss in
1997 was due to the fact that the Company sold equity investments at prices that
were substantially below the costs.

Capital Resources and Liquidity

The Company had a net working capital deficiency of $575,930 as of June
30, 1997 compared to $81,696 at the end of June 30, 1996. The main reason behind
this increase in deficiency is the fact that the current portion of notes
payables was $1,452,874 as of June 30, 1997 compared to $352,594 as of June 30,
1996. the Company has four mortgage payables totaling $1,355,848 maturing within
a year. The Company is currently working on refinancing these mortgages with
long-term loans.

Net stockholders' equity in the Company was $5,186,389 at the end of
June 1996 compared to $3,108,941 at the end of June 1997. The major factor
behind the decrease is the net loss between July 1, 1996 and March 31 1997 in
the amount of $2,823,617. This loss was partially mitigated by the increase in
common stock and additional paid in capital through the issuance of stock for
debt, assets, services, and cash during the same period. During the second
quarter of 1997, the Company issued 1,473,276 shares of its Common Stock valued
at $67,039 for consulting services rendered, debt settlement, and assets.

PART II

ITEM 1. LEGAL PROCEEDINGS

CyberAmerica Corporation vs. MJMC, Inc., Lanco International, Inc. and
Mi-Jack Products, Inc. - In response to the suit filed on January 10, 1997 in
the Circuit Court of Cook County, Law Division as File Number 97L 000369 seeking
recovery of damages suffered by Canton Tire Recycling Corporation based upon the
company's belief that tire shredding equipment did not perform according to
warranties and representations made by defendants. The defendants filed a motion
to dismiss the complaint which was granted on August 19, 1997, The Company has
until October 10, 1997 to replead its complaint. The Company has stated that the
total damages for which it seeks recovery is in an amount of not less than $1
million.

Key L.C. Corporation vs. Paragon Capital Corporation, Allen Z. Wolfson,
CyberAmerica Corporation and Robert J. D'Aleo - Key L.C. filed suit in Federal
District Court of Utah, Central Division on December 18, 1996, Case Number 2:96
CV 1054B, alleging that each of the named defendants violated the Securities
Exchange Act of 1934 in the sale of CyberAmerica stock to Key. The Company filed
a motion to dismiss alleging that the complaint failed to meet the pleading
requirements imposed by the Private Securities Litigation Reform Act and this
motion was denied by the Court in an Order filed on July 7, 1997. The company
has filed an answer denying any liability for the claims of the Plaintiff and a
cross-claim as to the other named defendants in the event that Plaintiff is
found to be entitled to any recovery. The court and the parties are expected to
agree upon a plan for discovery and the future conduct of the litigation in the
near future.
<PAGE>
Canton Financial Service Corporation v. The Renno Group, Inc. - CFSC's
claim is pending before the United States District Court for the Middle District
of Florida, Tampa Division, Case Number 96-2367-CIV-T-24-E. The complaint seeks
payment of consulting fees and the delivery of shares to which CFSC is entitled
as a result of services CFSC provided with respect to a merger between the
Defendant and a third party. Cash in the amount of $15,000 is sought plus
delivery of 355,029 shares of the common stock of Network Systems International,
Inc. Shares of Network have traded at times at more than $3.00 per share in
1997. Renno has filed a motion for summary judgment seeking to have the court
rule that Renno is not liable for the delivery of shares of Network to CFSC. A
response to the motion for Summary Judgment is expected to be prepared and filed
with the court opposing the entry of such a finding.

ITEM 5. OTHER INFORMATION

On August 6, 1997, a fire engulfed a 1,290,336 square foot
manufacturing and warehousing facility located at 200 East Elm Street in Canton,
Illinois and owned by Thistle Holdings, Inc., a wholly-owned subsidiary of the
Company. The facility was previously used for tire recycling operations and has
been almost entirely vacant for the past year. The fire destroyed over 800,000
square feet of the buildings located at the facility. Preliminary reports from
investigating government agencies indicate that arson was the cause of the fire.

CyberAmerica has recorded the value of the buildings and land located
on the facility at approximately $378,000 on its consolidated financial
statements. Prior to the fire, portions of the facility were in disrepair and
required substantial remodeling before they were suitable for commercial
purposes. The buildings which were destroyed were not insured against fire
damage because the Company believed that the cost of insurance premiums for such
coverage was prohibitively high given the age, condition and value of the
buildings. The Company does not believe that the loss of the buildings will have
a material effect on the Company given the limited commercial use of the
buildings prior to the fire. However, the Company will likely be responsible for
the costs to clean up the remnants of the fire, including costs to demolish
remaining structures and remove rubble from the site. The Company cannot
reasonably forecast the nature or extent of such costs.

As of the end of the fiscal year ended December 31, 1996, the Company
was indebted to its president, Richard Surber, in the amount of $49,801. This
debt was the result of a promissory note the Company executed in favor of Mr.
Surber on May 4, 1996. During the first six months of 1997, this debt was
increased to $56,438 as a result of periodic advancements which Mr. Surber has
made to the Company.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 9 of this Form 10-QSB, and
are incorporated herein by this reference.

(b) Reports on Form 8-K. On April 30, 1997, the Company filed a Form 8-K
disclosing its plan to purchase up to 500,000 shares of its common
stock on the open market.
<PAGE>
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 20TH day of August 1997.

CYBERAMERICA CORPORATION

/s/Richard Surber August 20, 1997
-----------------
Richard Surber
President, Chief Executive Officer and Director

/s/Wayne Newton August 20, 1997
---------------
Wayne Newton
Controller
<PAGE>
INDEX TO EXHIBITS

EXHIBIT NO. PAGE NO. DESCRIPTION

3(i) * Articles of Incorporation of the Company (note
that these were amended by the Articles of
Merger constituting Exhibit 2 to this Form
10-KSB). (Incorporated herein by reference
from Exhibit No. 3(i) to the Company's Form
10-KSB for the year ended December 31, 1993).

3(ii) * By-Laws of the Company, as amended.
(Incorporated herein by reference from Exhibit
3(ii) of the Company's Form 10 KSB for the
year ended December 31, 1995.)

MATERIAL CONTRACTS

10(i)(a) 11 Real Estate Purchase Contract between the
Company's wholly owned subsidiary and Nevada
corporation, Cyber Lacrosse, Inc. and James
Hansen, a private individual regarding the
Company's acquisition of real property.

10(i)(b) 15 Real Estate Purchase Contract between the
Company's wholly owned subsidiary and Utah
corporation, Taylor's Landing, Inc., B. Sydney
Colley and Cassandra Colley, both private
individuals regarding the Company's
acquisition of real property.

10(i)(c) * Real Estate Purchase Contract between Canton
Industrial Properties Management Corporation
of Salt Lake City , a consolidated subsidiary
of the Company and Durbano Properties, L.C.
(Incorporated herein by reference from Exhibit
10(i)(a) of the Company's report on Form
10-KSB for the year ended December 31, 1996.)

10(i)(d) * Real Estate Purchase Contract dated February
7, 1997, between TAC, Inc, a consolidated
subsidiary of the Company and ANA Enterprises.
(Incorporated herein by reference from Exhibit
10(i)Ib) of the Company's report on Form
10-KSB for the year ended December 31, 1996.)

10(i)(e) * Real Estate Purchase Agreement dated May 9,
1997, between the Company's wholly owned
subsidiary, Oasis International Hotel &
Casino, a Nevada corporation, and Cimarron
Enterprises, Inc. (Incorporated herein by
reference from Exhibit 10(i)(d) of the
Company's report on Form 10-QSB for the
quarter ending March 31, 1997.)

COMMERCIAL - INDUSTRIAL - INVESTMENT
REAL ESTATE PURCHASE CONTRACT
This is a legally binding contract. It has 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 Cyber Lacrosse Inc., a Nevada Corporation offers to purchase the
Property described below and delivers as Earnest Money Deposit $500.00 In the
form of check# to:

[ ] the Brokerage, to be deposited within three business day after Acceptance of
this Offer to Purchase by all parties.
[ ] the Title/Escrow Company identified below.
Brokerage or Title/Escrow Company ______________________Address_______________

Received _____________________ by _____________ on_______________ (date)
Phone Number_______________

(if Title/Escrow Company) for deposit no later than (date)__________________.

================================================================================
OFFER TO PURCHASE

1. PROPERTY: 26 S Main Street
Address _________________ City Nephi County Juab 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:

$ 500.00 Earnest Money Deposit
$____________ 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: (interest rate for first period
prior to adjustment, if any);___________ (amortization period);
________________________ (term). Other than these, the loan
terms shall be the best obtainable under the loan for which the
Buyer applies below.
[X]From Seller-held financing, as described in the attached
Seller Financing Addendum.

$ ___________ Other:
$ 15,000 Balance of Purchase Price in cash at closing.
-----------
$ 200,000 TOTAL PURCHASE PRICE
3. CLOSING. This transaction shall be closed on or before April 30 . 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 wich 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 date of Closing;
date of possession; other ____________.
4. POSSESSION. Seller shall deliver possession to Buyer within 2 hours after
Closing.
5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract the
Listing Agent Linda W. Represents Seller Buyer, and the Selling Agent Dawn
Colbert Represents Seller Buyer. Buyer and Seller confirm that prior to signing
this Contract written disclosure of the agency relationship was provided to
him/her. ( ) Buyer's initials ( ) 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 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.
[] 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 Seller. Also, the cost
of a full-coverage ALTA survey, shall be paid for by the Buyer 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:
[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:
[ ](c) a copy of all loan documents relating to any loan now existing
which will encumber the Property after Closing:
<PAGE>
[X](d) a copy of all leases and rental agreements now in effect with
regard to the Property together with a current rent roll:
[X] (e) operating statements of the Property for its last 2 full
fiscal years of operation plus the current fiscal year. through
_______________ , certified by the Seller or by an independent
auditor:
[ ] (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, 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 N/A
calendar days after Acceptance; and 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

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 with 3 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:
[](a) Ordering and obtaining an appraisal of the Property if one is
not otherwise required under Section 7.2;
[] (b) Ordering and obtaining a survey of the Property if one is not
otherwise required under Section 6;
[] (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 20 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 10 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: see addendum #1 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.
<PAGE>
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 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 PM
Mountain Time, February 27 , 1997 , this offer shall lapse; and the holder of
the Earnest Money Deposit shall return it to the Buyer. At 5 PM

/s/ BonnieJean C. Tippetts 2/25/97
- - -------------------------
(Buyer's Signature) (Offer Reference Date)

BonnieJean C. Tippetts
- - ---------------------------
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/James D. Hansen
- - -------------------- 2/26/97
(Seller's Signature) (Date) (Time)
<PAGE>
- - ------------------------------------------------
Seller's Name (please print)

- - ------------------------------------------------ ----------------
(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 #____________.

- - --------------------------------------------------------------------------------
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

/s/James D Hansen 2/25/97 /s/ BonnieJean C. Tippetts 2/25/97
- - ----------------------- ----------- --------------------------- --------
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 SELLER FINANCING ADDENDUM is made a part of that REAL ESTATE PURCHASE
CONTRACT (the "REPC") with an Offer Reference Date of 2-18 , 19 97 , between
CYBER LACROSSE, INC, a Nevada Corporation as Buyer, and JAMES HANSEN As Seller,
regarding the Property located at 26 SO Main Street, Nephi .
The terms of this ADDENDUM are hereby incorporated as part of the REPC.

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: $ 180,000 principle amount of the note (the "Note");
interest at 7 % per annum; payable at approximately $ $ 1272.20 per month. The
entire unpaid balance of principle plus interest is dune in 180 months from date
of the Note. First payment due 1 month after close. Additional principal
payments balloon payments or other terms as follows: $180,000 amoritized over 25
years with final payoff in 15 years. Payment to be paid to seller is approx.
$1272.20 P & I 65.70 taxes & ins. Amt TBD for a payment of approx $1400.00 .

The credit documents referenced in Section 1 of the ADDENDUM will contain a
due-on-sale clause in favor of Seller. 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; and (C)
the annual percentage rate on the Note based on loan closing costs.

3. TAXES AND ASSESSMENTS. In addition to the payments referenced in Section 2
above. Buyer shall also be responsible for: (a) property taxes; (b) homeowners
association dues; (C) special assessments; and (d) hazard insurance premiums on
the Property. These obligations will be paid. (X) directly to Seller/Escrow
Agent on a monthly basis ( ) 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 ______________ 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 withing 5 days after it is due
is subject to a late charge of $___________________ or --5--% of the installment
due, whichever is greater. Amounts in default shall bear interest at a rate of 7
% per annum. All or part of the principal balance on the Note may be paid prior
to maturity without penalty.

6. DUE-ON-SALE. As a part of the Seller Disclosure referenced in Section 7 of
the REPC, Seller shall provide to Buyer a copy of the underlying mortgage, the
note secured thereby, and the amortization schedule. Buyer's obligation to
purchase under this Contract is conditioned upon Buyer's approval of the content
of those documents, in accordance with Section 8 of the REPC. If the holder of
the underlying mortgage calls the loan due as a result of this transaction,
Buyer agrees to discharge the underlying loan as required by the mortgage
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. Buyer may use the
Buyer Financial information Sheet approved by the Real Estate Commission and the
Attorney General's Office, or may provide comparable written information in a
different format, together with such additional information as Seller may
reasonably require. Buyer (X) WILL ( ) 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. By the Seller Disclosure Deadline referenced in Section
24(b) of the REPC, Buyer shall provide to Seller, at Buyer's expense, a current
credit report of Buyer from a consumer credit reporting agency. Seller may use
the credit report and the information referenced in Section 7 of this Addendum
("Buyer Disclosures") to evaluate the credit-worthiness of Buyer.

Page 1 of 2 pages Seller's Initials_/s/JDH________Date_2/18/97__Buyer's
Initials__/s/BT___Date_2/18/97
<PAGE>
SELLER FINANCING ADDENDUM
TO
REAL ESTATE PURCHASE CONTRACT

THIS SELLER FINANCING ADDENDUM is made a part of that REAL ESTATE PURCHASE
CONTRACT (the "REPC") with an Offer Reference Date of 2-25 , 19 97 , between
CYBER LACROSSE, INC, a Nevada corporation as Buyer, and JAMES HANSEN As Seller,
regarding the Property located at 26 SO Main Street, Nephi .
The terms of this ADDENDUM are hereby incorporated as part of the REPC.

2. CREDIT TERMS: The terms of the credit documents referred to in Section 1
above are as follows: $ 184,500 principle amount of the note (the "Note");
interest at 7 % per annum; payable at approximately $ $ 1296.40 per month. The
entire unpaid balance of principle plus interest is dune in 180 months from date
of the Note. First payment due 30 days after closing. Additional principal
payments balloon payments or other terms as follows: $184,500 amortized over 25
years with final payoff in 7 years. Payment to be paid to seller is approx.
$1296.40 P & I 65.70 taxes & ins.175.00 a month for a total payment approx
$1,537.10. No prepayment penalty .

Page 1 of 2 pages Seller's Initials_______________Date__________Buyer's
Initials__________Date_________
<PAGE>
SELLER FINANCING ADDENDUM
TO
REAL ESTATE PURCHASE CONTRACT

Page 1 of 2 pages Seller's Initials_/s/JDH________Date_2/18/97__Buyer's
Initials__/s/BT___Date_2/18/97
<PAGE>
SELLER FINANCING ADDENDUM
TO
REAL ESTATE PURCHASE CONTRACT

Page 1 of 2 pages Seller's Initials_______________Date__________Buyer's
Initials__________Date_________

REAL ESTATE PURCHASE CONTRACT

EARNEST MONEY RECEIPT

Buyer, Taylor's Landing, Inc., a Utah corporation offers to purchase the
Property described below and hereby delivers to the Brokerage, as Earnest Money,
the amount of $500 in the form of # which, upon Acceptance of this offer by all
parties (as defined in Section 23), shall be deposited in accordance with state
law.

Received by: Linda G. Welberg on April 29, 1997
Brokerage: ERA Carlson, Phone number 566-8111

OFFER TO PURCHASE

1. Property: Celebrations Cafe & Catering also described as 65 South Main
Street, tax id# XA23811, City of Nephi, County of Juab, State of Utah
(the "Property")

1.1 Included items. Unless excluded herein, this sale includes the
following items if presently attached to the Property:
plumbing, heating, air conditioning fixtures and equipment:
ceiling fans, water heater, built-in appliances: light
fixtures and bulbs; bathroom fixtures, curtains draperies and
rods; window and door screens; storm doors and windows; window
blinds; awnings; installed television antenna; satellite
dishes and system permanently affixed carpets; automatic
garage door opener and accompanying transmitter(s); fencing;
and trees and shrubs. The following items shall also be
included in this sale and conveyed under separate Bill of Sale
with warranties as to title:
all inventory and equipment.

1.2 Excluded items. The following items are excluded from this
sale. N/A

1.3 Water Rights. The following water rights are included in this
sale as per property profile.

1.4 Survey. A survey map of the Property certified by a licensed
surveyor will not be prepared. The Property corners will not
be marked by survey stakes set by a licensed surveyor or
engineering company. The cost of the applicable items checked
above will be [ ] paid by Buyer [ ] paid by Seller [ ] shared
equally by Buyer and Seller [ ] Other
(specify)______________________. For additional terms, see
attached Survey Addendum if applicable.

2. PURCHASE PRICE. The Purchase Price for the Property is $ One hundred
thousand dollars and 00/100.

2.1 Method of Payment. The Purchase Price will be paid as follows:

_____$500.00 (a) Earnest Money Deposit. Under certain conditions
described in this Contract, THIS DEPOSIT MAY BECOME
TOTALLY NON-REFUNDABLE.
____________ (b) New Loan. Buyer agrees to apply for a new loan as
provided in Section 2.3. Buyer will apply for one or
more of the following loans: [ ] CONVENTIONAL [ ] FHA
[ ] VA [ ] OTHER(specify)__________________________.
If an FHA/VA loan applies, see attached FHA/VA Loan
Addendum. If the Loan is to include any particular
terms, then check below and give details. [ ]
SPECIFIC LOAN TERMS____________________________.
_____________ (c) Loan Assumption (see attached Assumption Addendum, if
applicable)
__ $89,500.00 (d) Seller Financing (see attached Seller Financing
Addendum if applicable)
_____________ (e) Other(specify)_______________________________________
___$10,000.00 (f) Balance of Purchase Price in Cash at Settlement
$100,000.00 PURCHASE PRICE. Total of lines (a) through (f)
- - ------------

Seller's Initials /s/BSC CC Buyer's Initials /s/ BT
<PAGE>
2.2 Financing Condition. (check applicable box)
(a) [ ] Buyer's obligation to purchase the Property IS
conditioned upon Buyer qualifying for the applicable
loan(s) referenced in Section 2.1(b) or (c) (the
"Loan"). This condition is referred to as the
"Financing Condition."
(b) [ X ] Buyer's obligation to purchase the Property IS
NOT conditioned upon Buyer qualifying for a loan.
Section 2.3 does not apply.

2.3 Application for Loan
(a) Buyer's duties. No later than the Application Deadline
referenced in Section 24(a), Buyer shall apply for the Loan.
"Loan Application" occurs only when Buyers has: (i) completed,
signed and delivered to the lender (the "Lender") the initial
loan application and documentation required by the Lender; and
(ii) paid all loan application gees as required by the Lender.
Buyer agrees to diligently work to obtain the Loan. Buyer will
promptly provide the Lender with any additional documentation
as required by the Lender.

(b) Procedure if Loan Application is denied. If Buyer receives
written notice from the Lender that the Lender does not
approve the Loan (a "Loan Denial"), Buyer shall no later than
three calendar days thereafter, provide a copy to the Seller/
Buyer of Seller may, within three calendar days after Seller's
receipt of such notice, cancel this Contract by providing
written notice to the other party. In the event of a
cancellation under this Section 2.3(b): (i) if the Loan Denial
was received by Buyer on or before the Earnest Money
Forfeiture Deadline referenced in Section 24(d), the Earnest
Money Deposit shall be returned to Buyer, (ii) if the Loan
Denial was received by Buyer after the Earnest Money
Forfeiture Deadline, Buyer agrees to forfeit, and Seller
agrees to accept as Seller's exclusive remedy, the Earnest
Money as liquidated damages. A failure to cancel as provided
in this Section 2.3(b) shall have no effect on the Financing
Condition set forth in Section 2.2(a). Cancellation pursuant
to the provisions of any other section of this Contract shall
be governed by such provisions.

2.4 Appraisal of Property. Buyers obligation to purchase the
Property IS NOT conditioned upon the Property appraising for
not less than the Purchase Rice. If the appraisal condition
applies and the Property appraises for less than the Purchase
Price, Buyer may cancel this Contract by providing written
notice to Seller no later than three calendar days after
Buyer's receipt of notice of the appraised value. In the event
of such cancellation, the Earnest Money Deposit shall be
released to Buyer regardless of whether such cancellation os
before or after the Earnest Money Forfeiture Deadline. A
failure to cancel as provided in this Section 2.4 shall be
deemed a waiver of the appraisal condition by Buyer.

2.5 SETTLEMENT AND CLOSING. Settlement shall take place on or
before the Settlement Deadline referenced in Section 24(e). A
Settlement shall occur only when all of the following have
been completed: (a) Buyer and Seller have signed and delivered
to each other or to the escrow/closing office all documents
required by the Contract, by the Lender, by written escrow
instruction or by applicable law; (b) any monies required to
be paid by Buyer under these documents (except for the
proceeds of any new loan) have been delivered by Buyer to
Seller or to the escrow/closing office in the form of
collected or cleared funds; and (c) any monies required to be
paid by Seller under these documents have been delivered by
Seller to Buyer or to the escrow/closing office in the form of
collected or cleared funds. Seller and Buyer shall each pay
one-half (1/2) of the fee charged by the escrow/closing office
for its services in the settlement/closing process. Taxes and
assessments for the current year, rents and interest on
assumed obligation shall be prorated at Settlement as set
forth in this Section. Tenant deposits (including, but not
limited to, security deposits, cleaning deposits and prepaid
rents.) shall be paid or credited by Seller to Buyer at
Settlement. Prorations set forth in this Section shall be made
as of the Settlement Deadline date referenced in Section
24(e), unless otherwise agreed to in writing by the parties.
Such writing could include the settlement statement. The
transaction will be considered closed when Settlement has been
completed, and when all of the following have been completed:
(i) the proceeds of any new loan have been delivered by the
Lender to Seller or to the escrow/closing office; and (ii) the
applicable Closing documents have been recorded in the office
of the county recorder. The actions described in parts (i) and
(ii) of the preceding sentence shall be completed within four
calendar days of Settlement.
<PAGE>
4. POSSESSION. Seller shall deliver physical possession to Buyer within
[ ] hours [ ] days after Closing; [X] Other (specify) buyer would like
to keep current owner as manager.

5. CONFIRMATION OF AGENCY DISCLOSURE. At the signing of this Contract:
/s/ ______Seller's initials /s/ ____Buyer's initials

The Listing Agent, LaDawn Ray, represents Seller.

The Selling Agent Linda Welberg, Dawn Colbert, represents Buyer.

/s/ ______Seller's initials /s/ ____Buyer's initials

The Listing Broker, Nebo Agency, represents Seller.

The Selling Broker, ERA-Carlson Realtors, represents Buyer.

6. TITLE INSURANCE. At Settlement, Seller agrees to pay for a
standard-coverage owner's policy of title insurance insuring Buyer in
the amount of the Purchase Price.

7. SELLER DISCLOSURES. No later than the Seller Disclosure Deadline
referenced in Section 24(b), Seller shall provide to Buyer the
following documents which are collectively referred to as the "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;
(c) a copy of any leases affecting the Property not expiring prior
to Closing;
(d) written notice of any claims and/or conditions known to Seller
relating to environmental problems and building or zoning code
violations; and
(e) Other (specify)________________________________

8. BUYER'S RIGHT TO CANCEL BASED ON EVALUATION AND INSPECTIONS. Buyer's
obligation to purchase under this Contract (check applicable boxes):
[X] IS [ ] IS NOT conditioned upon Buyer's approval of the content of
all the Seller Disclosures referenced in Section 7;
[X] IS [ ] IS NOT conditioned upon Buyer's approval of a physical
condition inspection of the Property;
[ ] IS [ X ] IS NOT conditioned upon Buyer's approval of
the following tests and evaluations of the Property; (specify)_________
- - --------------------------------------------------------------------------------
If any of the above items are checked in the affirmative, then Sections
8.1, 8.2, 8.3 and 8.4 apply; otherwise, they do not apply. The items
checked in the affirmative above are collectively referred to as the
"Evaluations & Inspections." Unless otherwise provided in this
Contract, the Evaluations & Inspections shall be paid for by Buyer and
shall be conducted by individuals or entities of Buyer's choice. Seller
agrees to cooperate with the Evaluations & Inspections and with the
walk-through inspection under Section 11.

8.1 Period for Completion and Review of Evaluations and
Inspections. No later than the Buyer Cancellation Deadline
referenced in section 24(c) Buyer shall: (a) complete all
Evaluations & Inspections; and (b) determine if the
Evaluations & Inspections are acceptable to Buyer.

8.2 Right to Cancel or Object. If Buyer determines that the
Evaluations & Inspections are unacceptable, Buyer may, no
later than the Buyer Cancellation Deadline, either; (a) cancel
this Contract by providing written notice to Seller, whereupon
the Earnest Money Deposit shall be released to Buyer; or (b)
provide Seller with written notice of objections.

8.3 Failure to Respond. If by the expiration of the Buyer
Cancellation Deadline, Buyer does not: (a) cancel this
Contract as provided in Section 8.2: or (b) deliver a written
objection to Seller regarding the Evaluations & Inspections,
the Evaluations & Inspections shall be deemed approved by
Buyer.

8.4 Response by Seller. If Buyer provides written objections to
Seller, Buyer and Seller shall have seven calendar days after
Seller's receipt of Buyer's objections (the "Response Period")
in which to agree in writing upon the manner of resolving
Buyer's objections. Seller may, but shall not be required to,
resolve Buyer's objections. If Buyer and Seller have not
agreed in writing upon the manner of resolving Buyer's
objections, Buyer may cancel those Contract by providing
written notice to Seller no later than three calendar days
after expiration of the Response Period; whereupon the Earnest
Money Deposit shall be released to Buyer regardless of whether
such cancellation is before or after the Earnest Money
Forfeiture Deadline. If this Contract is not canceled by Buyer
under this Section 8.4, Buyer'`s objections shall be deemed
waived by Buyer. This waiver shall not affect those items
warranted in Section 10.

9. ADDITIONAL TERMS. There are addenda to this Contract
containing additional terms. If there are the items of the
following addenda are incorporated into this Contract by this
reference: [ ] Addendum No. ____, [ ] Survey Addendum [ X]
Seller Financing Addendum [ ] FHA/VA Loan Addendum [ ]
Assumption Addendum [ ] Lead-Based Paint Addendum (in some
transaction this addendum is required by law) [ ] Other
(specify)______________

Seller's Initials /s/BSC CC_ Date_______ Buyer's Initials /s/ BT__ Date _______
------
<PAGE>
10. SELLER WARRANTIES & REPRESENTATIONS.
10.1 Condition of Title. Seller represents that Seller has
fee title to the Property and will convey good and
marketable title to Buyer at Closing by general
warranty deed, unless the sale is being made pursuant
to a real estate contract which provides for title to
pass at a later date. In that case, title will be
conveyed in accordance with the provisions of that
contract, Buyer agrees, however, to accept title to
the Property subject to the following matters of
record: easements, deed restrictions, CC&R's (meaning
covenants, conditions and restrictions), and
rights-of-way; and subject to the contents of the
Commitment for Title Insurance as agreed to by Buyer
under Section 8. Buyer also agrees to take the
Property subject to existing leases affecting the
Property and not expiring prior to Closing. Buyer
agrees to be responsible for taxes, assessments,
homeowners association dues, utilities, and other
services provided to the Property after Closing.
Except for any loan(s) specifically assumed by Buyer
under Section 2.1(c). Seller will cause to be paid
off by Closing all mortgages, trust deeds,
judgements, mechanic's liens, tax liens and warrants.
Seller will cause to be paid current by Closing all
assessments and homeowners association dues.

10.2 Condition of Property. Seller warrants that the
Property will be in the following condition ON THE
DATE SELLER DELIVERS PHYSICAL POSSESSION TO BUYER:
(a) the Property shall be broom-clean and free of debris
and personal belongings. Any Seller or tenant
moving-related damage to the Property shall be
repaired at Seller's expense;
(b) the heating, cooling electrical, plumbing and
sprinkler systems and fixtures, and the appliances
and fireplaces will be in working order and fit for
their intended purposes;
(c) the roof and foundation shall be free of leaks known
to Seller;
(d) any private well or septic tank serving the Property
shall have applicable permits, and shall be in
working order and fit for its intended purpose; and
(e) the Property and improvements, including the
landscaping, will be in the same general condition as
they were on the date of Acceptance.

11. WALK-THROUGH INSPECTION. Before Settlement, Buyer may, upon
reasonable notice and at ta reasonable time conduct a
"walk-through" inspection of the Property to determine only
that the Property is "as represented," meaning that the items
referenced in Sections 1.1, 8.4 and 10.2 ("the items") are
respectively present, repaired/changed as agreed, and in the
warranted consent of Buyer (and Lender if applicable), escrow
an amount at Settlement to provide for the same. The failure
to conduct a walk-through inspection, or to claim that an item
is not as represented, shall not constitute a waiver by Buyer
of the right to receive, on the date of possession, the items
as represented.

12. CHANGES DURING TRANSACTION. Seller agrees that from the date
of Acceptance until the date of closing, none of the following
shall occur without the prior written consent of Buyer: (a) no
changes in any existing leases shall be made; (b) no new
leases shall be entered into; (c) no substantial alterations
or improvements to the Property shall be made or undertaken;
and (d) no further financial encumbrances to the Property
shall be made.

13. AUTHORITY OF SIGNERS. If Buyer or Seller is a corporation,
partnership, trust, estate, limited liability company, or
other entity, the person executing this Contract on its behalf
warrants his or her authority to do so and to bind Buyer and
Seller.

14. COMPLETE CONTRACT. This Contract together with its addenda,
any attached exhibits, and Seller Disclosures, constitutes the
entire Contract between the parties and supersedes and
replaces any and all prior negotiations, representations,
warranties understandings or contracts between the parties.
This Contract cannot be changed except by written agreement of
the parties.

15. DISPUTE RESOLUTION. The parties agree that any dispute,
arising prior to or after Closing, related to this Contract
SHALL (upon mutual agreement of the parties) first be
submitted to mediation. If the parties agree to mediation, the
dispute shall be submitted to mediation through a mediation
provider mutually agreed upon the parties. Each party agrees
to bear its own costs of mediation. If mediation fails, the
other procedures and remedies available under this Contract
shall apply. Nothing in this Section 15 shall prohibit any
party from seeking emergency equitable relief pending
mediation.

16. DEFAULT. If Buyer defaults, Seller may elect either to retain
the Earnest Money Deposit as liquidated damages, or to return
it and sue Buyer to specifically enforce this Contract or
pursue other remedies available at law. If Seller defaults, in
addition to liquidated damages, or may sue Seller to
specifically enforce this Contract or pursue other remedies
available at law. If Buyer elects to accept liquidated
damages, Seller agrees to pay the liquidated damages to Buyer
upon demand. It is agreed that denial of a Loan Application
made by the Buyer is not a default and is governed by Section
2.3(b).

Seller's Initials /s/BSC CC_ Date_______ Buyer's Initials /s/ BT__ Date _______
------
<PAGE>
17. ATTORNEY FEES AND COSTS.
17.1 In Actions to Enforce this Contract. In the event of
litigation or binding arbitration to enforce this
Contract, the prevailing party shall be entitled to
costs and reasonable attorney fees. Attorney fees
shall not be awarded for participation under Section
15.

17.2 In Interpleader Actions. If a principal broker
holding the Earnest Money Deposit is required by law
to file an interpleader action in court to resolve a
dispute over that Deposit, Buyer and Seller authorize
that principal broker to draw from that Deposit an
amount necessary to advance the court costs needed to
bring that interpleader action. The amount of the
Deposit remaining after advancing those costs shall
be interpleaded into court. Buyer and Seller further
agree that whichever of this is found to be in
default may be ordered to any reasonable attorney
fees, or additional court costs, incurred nu the
principal broker in bringing the action, unless the
court finds that there was fault on the part of the
principal broker or his or her agent that would make
such an award of attorney fees and costs unjust.

18. NOTICES. Except as provided in Section 23, all notices
required under Contract must be (a) in writing; (b) signed by
the party giving notice; and (c) received by the other party's
agent no later than the applicable date referenced in this
Contract.

19. ABROGATION. Except for the provisions of Sections 15 and 17
and express warranties made in this Contract, the provisions
of this Contract shall not apply after Closing.

20. RISK OF LOSS. All risk of loss to the Property not caused by
Seller of Buyer, including physical damage or destruction to
the Property or its improvements due to any cause except
ordinary wear and tear and loss caused by a taking in eminent
domain, shall be borne by Seller until Seller delivers
possession of the Property to Buyer.

21. TIME IS OF THE ESSENCE. Time is of the essence regarding the
dates set forth in this Contract. Extensions must be agreed to
in writing by all parties. Unless otherwise explicitly stated
in this Contract: (a) performance under each Section of this
Contract which references a date shall absolutely be required
by 5.00 PM Mountain Time on the stated dated; and (b) the term
"days" shall mean calendar days and shall be counted beginning
on the day following the event which triggers the timing
requirement (i.e. Acceptance, receipt of the Seller
Disclosures, etc.) Performance dates and times referenced
herein shall not be binding upon title companies lenders,
appraisers and others not parties to this Contract, except as
otherwise agreed to in writing by such non-party.

22. FAX TRANSMISSION AND COUNTERPARTS. Facsimile (fax)
transmission of a signed copy of this Contract, any addenda
and counter offers, and the retransmission of any signed fax
shall be the same as delivery of an original. This Contract
and any addenda and counteroffers my 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 to the other
party's agent that the offer or counteroffer has been signed
as required.

24. CONTRACT DEADLINES. Buyer and Seller agree that the following
deadlines shall apply to this Contract:

(a) Application Deadline No later than 0 calendar
days after Acceptance.

(b) Seller Disclosure Deadline No later than 10 calendar
days after Acceptance.
(c) Buyer Cancellation Deadline No later than 70 calendar
days after Buyer's receipt
of all of the Seller's
Disclosures.
(d) Earnest Money Forfeiture
Deadline 10 calendar days after the
Buyer Cancellation Deadline.
(e) Settlement Deadline June 30, 1997 (DATE)

25. 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 upon
presentations, 19 __ this offer shall lapse, and Brokerage
shall return Earnest Money Deposit to Buyer.

/s/ BonneJean C. Tippetts
--------------------------------------------
(Buyer's Signature) (Offer Date)

The later of the above Offer Dates
shall be referred to as "Offer Reference Date"

for Taylor's Landing, Inc.
(Buyer's Names) (PLEASE PRINT) (Notice Address) (Phone)

Seller's Initials /s/BSC_CC_ Date_______ Buyer's Initials /s/ BT__ Date _______
<PAGE>
ACCEPTANCE/COUNTEROFFER/REJECTION

CHECK ONE:

[X] COUNTEROFFER: Seller presents for Buyer's Acceptance the terms of Buyer's
offer subject to the exceptions modifications as specified in the attached
ADDENDUM NO. ____.

/s/ B. Sydney Colley /s/Cassandra Colley
- - ---------------------------------------------------------------
(Seller's Signature Date Time (Seller's Signature) (Date) (Time)

(Seller's Names) (PLEASE PRINT) (Notice Address) (Phone)

[ ] REJECTION: Seller Rejects the foregoing offer.

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

***********************************************

DOCUMENT RECEIPT
State law requires Broker to furnish Buyer and Seller with copies of this
Contract bearing all signatures. (Fill in applicable section below)

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

/s/BonnieJean C. Tippetts_________ ______________________________
(Buyer's Signature) (Date) (Buyer's Signature) (Date)

/s/B. Sydney Colley_________ /s/ Cassandra Colley_____________
(Buyer's Signature) (Date) (Buyer's Signature) (Date)

B. I personally caused a final copy of the foregoing Contract bearing all
signatures to be [ ]faxed [ ] mailed [ ] hand delivered on _______,
19___, postage prepaid, to the [ ] Seller [ ] Buyer.

Sent/Delivered by (specify)__________________________________________

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

Seller's Initials /s/ BSC CC Buyer's Initials /s/BT

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S JUNE 30,
1997, QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 14,477
<SECURITIES> 398,218
<RECEIVABLES> 1,085,662
<ALLOWANCES> 89,099
<INVENTORY> 0
<CURRENT-ASSETS> 2,753,322
<PP&E> 8,144,460
<DEPRECIATION> 1,085,653
<TOTAL-ASSETS> 10,738,304
<CURRENT-LIABILITIES> 3,329,252
<BONDS> 0
0
0
<COMMON> 11,254
<OTHER-SE> 3,097,687
<TOTAL-LIABILITY-AND-EQUITY> 10,738,304
<SALES> 0
<TOTAL-REVENUES> 1,498,433
<CGS> 863,124
<TOTAL-COSTS> 416,628
<OTHER-EXPENSES> 22,138
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 96,860
<INCOME-PRETAX> 99,683
<INCOME-TAX> 0
<INCOME-CONTINUING> 99,683
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,643
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00

</TABLE>