PURCHASE AND SALE AGREEMENT

                              FOR HOTEL PROPERTIES

     THIS PURCHASE AND SALE  AGREEMENT  (the  "Agreement")  is entered into this
____ day of December into by and between  Bountiful  Investment  Group,  Inc., a
Nevada  corporation  ("BIG"),  and Eagle  Rock  Finance,  L.C.,  a Utah  limited
liability  company,  a/k/a Eagle Rock,  L.C.  ("Purchaser")  (collectively,  the
"Parties").

                                    Recitals

     A. BIG owns and operates the Best Western McCarran House located at 55 East
Nugget Avenue in Sparks, Nevada (the "Best Western"), which is more particularly
described  in  Exhibit  A,  attached  hereto.  BIG  owns  100% of the  ownership
interests  in  Sparks  Lodging  Associates  Corporation,  a  Nevada  corporation
("SLAC") created to provide management services at the Best Western.

     B. BIG owns and/or  controls  100% of the  ownership  interests  in Airport
Lodging Associates, L.C., a Utah limited liability company ("ALA") that owns and
operates  the Ramada Ltd. & Suites  located at 315 N.  Admiral Byrd Road in Salt
Lake City, Utah (the "Ramada"), which property is more particularly described in
Exhibit A attached hereto.

     C. BIG owns and/or  controls  100% of the  ownership  interests in Red Rock
Lodging, L.C., the Utah limited liability company ("RRL") that owns and operates
the Four Points  Hotel by  Sheraton  located at 1450 South  Hilton  Drive in St,
George, Utah (the "Sheraton"),  which property is more particularly described in
Exhibit A attached  hereto (The Best  Western,  the Ramada and the  Sheraton are
referred to occasionally herein collectively as the "Hotels") (SLAC, ALA and RRL
are referred to occasionally  herein  collectively as the "Hotel Entities") (the
real  properties,   together  with  all  goodwill,  cash,  accounts  receivable,
appliances,  furniture,  equipment,  fixtures,  and all other  items of personal
property  located on or held or used in  connection  with the  operations or the
Hotels, are collectively referred to herein as the "Hotel Properties").

     D. Purchaser is engaged in a variety of business  endeavors,  including the
ownership and operation of hotel properties.

     E. BIG desires to sell,  and  Purchaser  desires to purchase,  all of BIG's
right,  title and  interest in the Hotel  Entities  and in the Best Western (the
"Purchased Interests") on the terms and conditions set forth in this Agreement.

                                   Agreements

     In  consideration  of the foregoing  recitals and the mutual  covenants set
forth below, the Parties agree as follows:

     1. Purchase and Sale.

          1.1  Purchase Price. BIG shall sell, and Purchaser shall purchase, the
Purchased  Interests for the agreed sum of Twelve Million Seven Hundred Thousand
and No/100ths Dollars  ($12,700,000.00)  (the "Purchase Price"),  which shall be
payable as follows:


Purchase and Sale Agreement for Hotel Properties                    Page 1 of 16


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               1.1.1  Nonrefundable Cash Down Payment.  The Parties  acknowledge
          that  Purchaser  already  has  delivered  a check to Title West in the
          amount of Fifty Thousand and No/l00ths Dollars  ($50,000.00)  pursuant
          to a letter of intent signed by the Parties  dated  December 13, 1999,
          which  check  constitutes  a  nonrefundable  cash down  payment on the
          Purchased  Interests.  If the amount has not already been delivered to
          BIG, that amount shall be delivered immediately, but in no event later
          than Closing, as defined in Section 4.1 below.

               1.1.2 Cash  Payment at  Closing.  Purchaser  shall pay the sum of
          Three Hundred Sixty Thousand and No/100ths  Dollars  ($360,000.00)  in
          cash, at Closing,  by certified or cashier's  check,  wire transfer or
          other form of immediately available federal Funds.

               1.1.3 Assumption of Existing Debt. Purchaser agrees to assume the
          existing general  liabilities plus the mortgage or trust (feed debt on
          each of the Hotel Properties as of the Closing Date, but not to exceed
          more than a collective  total of Nine  Million  Eight  Hundred  Ninety
          Thousand and No/100ths Dollars ($9,890,000.00). Purchaser acknowledges
          that Zion's Management & Development  Group,  Inc., a Utah corporation
          ("Zions"),  the entity that currently manages the Hotel Properties for
          BIG,  previously  had an  ownership  interest  in  each  of the  Hotel
          Properties and is listed as a borrower.  Certain of Zion's owners have
          personally  guaranteed  the  loans  on each of the  Hotel  Properties,
          Purchaser  has entered into an  agreement  with Zion's  regarding  the
          ongoing management of the Hotel Properties and all issues arising from
          or related to the debt to be assumed hereunder, Purchaser shall assume
          all  responsibility  for such debt and for  notifying  the  respective
          lenders and obtaining their approval to Purchaser's assumption of such
          debt  promptly  following  the Closing Date, as defined in Section 4.1
          below,  BIG shall have no further  obligation to Zions with respect to
          such debt following Closing.  Purchaser specifically does not agree to
          assume any other debts or  obligations  of BIG or either Hotel Entity,
          except as expressly provided herein.

               1.1.4 Promissory Note. Purchaser shall execute and deliver to BIG
          a promissory  note in the amount of Two Million Three  Hundred  Ninety
          Thousand and No/100ths Dollars ($2,390,000.00) (the "Note"), provided,
          however, that the principal amount of the Note shall be reduced by any
          amount by which the  aggregate  actual debt  amount  exceeds the fixed
          amount set forth in Section  1.1.3  above.  The Note shall be interest
          free for the first 180 (lays following Closing.  Thereafter,  the Note
          will  bear  interest  at the Tate of  seven  percent  (7%) per  annum.
          Purchaser shall pay BIG a principal  reduction  payment of Two Hundred
          Thousand and  No/100ths  Dollars  ($200,000.00)  on or before the date
          that is 180 days following Closing.  Thereafter,  Purchaser shall make
          monthly  interest  only  payments to BIG on or before the first day of
          each month  commencing  on August 1, 2000,  for a period of 30 months.
          The entire outstanding  principal balance of the Note shall be due and
          payable on or before January 1, 2003; provided, however that Purchaser
          shall have the option, upon payment to BIG of the Sum of Five Thousand
          and  No/100ths  Dollars  ($5,000.00),  to convert the Note into a note
          that will bc  amortized  over 240  months  at the rate of ton  percent
          (10%)  per  annum,  which  note  also  shall  have a call  that may be
          exercised  by BIG at any time after the first 36 months  upon 60 days'
          written notice from BIG of its intent to do so.


Purchase and Sale Agreement for Hotel Properties                    Page 2 of 16


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               1.1.5  Fairfield  Inn  Payment.  In  addition  to the  foregoing,
          Purchaser  also  agrees to pay to BIG,  at  Closing,  the sum of Three
          Hundred Ninety Thousand and No/100ths Dollars ($390,000.00),  in cash,
          via certified or cashier's check, wire transfer,  or other immediately
          available federal funds. This cash payment will constitute  payment in
          full of a promissory  note  executed and  delivered by Zions to BIG as
          part of the  payment  for  Zion's  purchase  of  BIG's  49%  ownership
          interest  in the  entity  that owns and  operates  the  Fairfield  Inn
          located in Provo, Utah. Purchaser represents that Purchaser and Zion's
          already have entered into an agreement pursuant to which Zion's agreed
          to assign the 49% ownership interest acquired from BIG to Purchaser in
          exchange  for  Purchaser's  promise to pay the  outstanding  amount of
          Zion's  promissory note to BIG as set forth in this Section 1.1.5. BIG
          shall  have no  further  rights and  interests  in that  entity or the
          Fairfield Inn or any further obligations related thereto.

               1.1.6 Allocation of Purchase Price. The Parties agree to allocate
          the  Purchase  Price as  specifically  set forth below in this Section
          1.1.6. The Parties further agree that they will prepare and file their
          federal and any state or local  income or other tax  returns  based on
          such  allocations,  and that the they will  prepare and file any other
          notices or filings its may be required by any federal,  state or local
          agency based on such allocations.



Hotel Property      Real Property       All Other Property         Total

Best Western        $4,950,000.00       $950,000.00                $5,900,000.00
The Sheraton        $3,550,000.00       $650,000.00                $4,200,000.00
The Ramada          $2,200,000.00       $400,000.00                $2,600,000.00

     2. Security Interest.

          2.1  Grant  of  Security   Interest;   Perfection.   As  security  for
Purchaser's  obligations set forth in the Note, and all renewals,  modifications
and extensions  thereof,  if any, BIG shall have, and Purchaser hereby grants, a
first-priority  security interest in interests in the Hotel Entities acquired by
Purchaser  hereunder,  and a  second  priority  security  interest  in the  Best
Western,  which  shall  be  subordinate  only to the  existing  debt on the Best
Western  (collectively,  the  "Collateral").  Purchaser  agrees to  execute  and
deliver such  documents as BIG may request to formally  document,  perfect,  and
maintain the security  interests granted hereby,  including,  but not limited to
UCC-l Financing Statements,  Pledge Agreements,  Security Agreements, and a Deed
or Trust (collectively, the "Security Documents"). BIG may file or record in the
appropriate  public offices any and all Such documents  required or permitted by
law to be filed or recorded  with respect to BIG's  interest in the  Collateral,
only if (a) BIG  gives  Purchaser  not less  than 20 days'  prior  notice of its
intent  to take any such  action,  and (b) doing so does not in any way cause or
possibly cause a violation of or an  acceleration  of any financing or loan with
respect  to  any  of the  Hotel  Properties,  Purchaser  agrees  to  pay  before
delinquency any tax or other governmental charge which is or can become, through
assessment or distraint or otherwise,  a lien on the Collateral,  and to pay any
tax which may be levied on any obligation secured hereby.

          2.2  Control of  Collateral.  Purchaser  shall not  voluntarily  sell,
transfer,  assign,  pledge, or otherwise  transfer any part of the Collateral or
collect  any  distributions  from the Hotel  Entities  and/of the Best  Western,
except with the prior written consent of BIG or as follows:


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               2.2.1  Purchaser may sell the Collateral  provided that the sales
          price is sufficient to pay the principal  amount of the Note described
          in Section 1.1.4 above or the proportionate share thereof if only part
          of the  Collateral  is  sold,  and  the  sales  proceeds  are  used by
          Purchaser  to pay the  proportionate  share of the Note in  accordance
          with the allocations set forth in Section 1.1.6 above; provided,  that
          any such payments shall first be applied to the amount due and payable
          on the date that is 180 days following tile Closing Date.

               2.2.2 Purchaser is authorized to collect  distributions from, the
          Hotel  Entities  and/or  the Best  Western at all times  during  which
          Purchaser  is current in meeting  its  obligations  under tile Note or
          until  such  time  as  Purchaser's  authority  to do so is  terminated
          pursuant to this Agreement.

               2.2.3 In the event of  default  by  Purchaser  in payment of tile
          Note, BIG shall have the right to notify Purchaser to cease collecting
          distributions  from  the  Hotel  Entities  and/or  the  Best  Western,
          whereupon BIG may proceed to  co-license  such  distributions  and may
          deduct therefrom the reasonable expenses of collection.

               2.2.4 Any sum received by BIG from the Hotel Entities  and/or the
          Best  Western  shall be applied as BIG shall elect to the  obligations
          secured by this  Agreement  or as may be due under the Note and/or the
          Security Documents.

          2.3 Accounting and Inspection of Books.  Purchaser  agrees to maintain
full and accurate records,  including books of account,  covering the Collateral
and to permit BIG or its duly authorized  representative  to examine such of the
books and records as related to the  Collateral at all  reasonable  times during
business hours with ten days advance notice from BIG.

          2.4  Notice  to the  Hotel  Entities  and/or  the Best  Western.  Upon
termination of  Purchaser's  authority to collect  distributions  from the Hotel
Entities and/or the Best Western,  pursuant to this Agreement, BIG is authorized
to notify the Hotel Entities and/or the Best Western to effect direct collection
of any  distributions  from the Hotel Entities  and/or the Best Western that are
attributable  to the  Collateral.  At the  request of BIG,  Purchaser  agrees to
execute an  appropriate  notice to the Hotel  Entities  and the Best  Western of
BIG's right to collect such distributions therefrom as provided herein.

          2.5  Default.   Occurrence  of  any  of  the  following  events  shall
constitute a default by Purchaser under this Agreement.

               2.5.1 Any  failure to pay when due the full  principal  amount of
          the Note, or other charge which is or may be secured  hereby or by the
          Security Documents.

               2.5.2 The  falsity  of any  representation  of  warranty  made by
          Purchaser herein or in the Security Documents.

               2.5.3 If the Collateral  should be seized of levied upon or under
          any legal or  governmental  process  against  Purchaser or against the
          Collateral.

               2.5.4 If  Purchaser  becomes  insolvent  or is the  subject  of a
          petition in bankruptcy,  either  voluntary or  involuntary,  or in any
          other proceedings under the federal


Purchase and Sale Agreement for Hotel Properties                    Page 4 of 16


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          bankruptcy  laws; or makes an assignment for the benefit of creditors;
          or if Purchaser is named in or the  Collateral  is subjected to a suit
          for the appointment of a receiver.

               2.5.5 Dissolution or Liquidation of Purchaser.

Upon any such  event  of  default,  BIG may give  written  notice  to  Purchaser
thereof.  If such default is not cured  within  thirty (30) days from receipt of
such notice by Purchaser, all obligations and indebtedness secured hereby shall,
at the option of BIG, become immediately due and payable, and BIG shall have the
right  to  pursue  any  remedies  to which it may be  entitled  pursuant  to the
Security Documents.

     3.  Condition of Title.  Title to the Purchased  Interests is to be free of
all encumbrances or defects other than the existing  security  interests granted
to the  lenders,  and  such  other  circumstances  as do not  materially  affect
Purchaser's ability to own and operate the Hotel Properties.

          3.1 Title Insurance.  BIG shall, at BIG's cost and expense,  order and
deliver to Purchaser preliminary  commitments for an Owners Standard Policies of
Title Insurance, in the amounts set forth in the allocations for real estate for
each of the respective  Hotel  Properties as set forth in Section 1.1.6 above to
be  issued  by  First  American  Title  in Reno,  Nevada  for the Best  Western,
Sutherland  Title in Salt Lake  City,  Utah for the Ramada  property,  and First
Title in St. George, Utah for the Sheraton property, respectively (collectively,
the "Title  Companies")  describing  the state of title of the Hotel  Properties
(the "Title Reports").  The Parties authorize the Escrow Agent to correct and/or
insert  the legal  descriptions  to the Hotel  Properties  on Exhibit A attached
hereto at Closing,  if necessary,  based on the legal descriptions issued in the
Title  Reports.  The Title Reports shall contain no exceptions  other than those
encumbrances  of record which were of record when BIG and/or tile Hotel Entities
acquired the Hotel Properties and that do not materially affect the value of the
Hotel  Properties or unduly  interfere with  Purchaser's  ability to operate the
Hotel  Properties as hotels.  Encumbrances  to be paid by BIG may be paid out of
the  Purchase  Price  received at Closing.  If title cannot be made so insurable
prior to the Closing Date,  Purchaser may, at Purchaser's sole option, waive any
and all such  remaining  encumbrances  and  defects  and elect to  purchase  the
Purchased Interests subject to such encumbrances and defects and pursuant to the
terms and conditions of this  Agreement or may terminate this Agreement  without
,any further liability or obligation to BIG hereunder,  in which event Purchaser
shall  receive full refund of the  nonrefundable  deposit,  notwithstanding  the
nonrefundable nature thereof.

     4. Closing.

          4.1  Closing  Date.  This sale shall be closed in the offices of Hill,
Johnson & Schmutz located at 3319 North University  Avenue,  Suite # 200, Provo,
Utah 84604  ("Escrow  Agent") on or before 12:00 noon Mountain  Standard Time on
December 31, 1999 (the "Closing  Date").  Closing shall mean the consummation of
the  transaction  contemplated  by  this  Agreement  by  the  recording  of  all
instruments requiring recording,  the rendering of all performances necessary to
the consummation of the purchase and sale contemplated  hereby, and the delivery
of other documents and proceeds to the parties entitled thereto (the "Closing").

          4.2 Closing Costs. At Closing, BIG shall pay (a) one-half (1/2) of the
escrow fee;  (b) any real estate  excise or transfer  taxes;  (c) any revenue or
documentary  stamps; (d) the premium for the policy of title insurance described
in Section 3 above; (e) recording and


Purchase and Sale Agreement for Hotel Properties                    Page 5 of 16


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miscellaneous   charges   customarily   attributable   to   sellers  in  similar
transactions;  and (f) all  attorneys'  fees  then  owed by BIG to its  counsel,
whether   incurred  in  negotiating  this  Agreement  and  in  consummating  the
transaction  contemplated  herein. At Closing,  Purchaser shall pay (a) one-half
(1/2) of the escrow fee; (b) recording  and  miscellaneous  charges  customarily
attributable to purchasers in similar transactions;  and (c) all attorneys' fees
incurred  by  Purchaser  to its counsel in  negotiating  this  Agreement  and in
consummating the transaction contemplated herein.

          4.3  Prorations   for  Rest  Western.   Taxes  for  the  current  year
constituting  liens for Or against the Best Western,  shall be prorated  between
Purchaser and BIG as of the Closing Date.

          4.4 Transfer and Closing Documents. At Closing, BIG shall transfer and
convey  all of  BIG's  right,  title  and  interest  in the  Hotel  Entities  to
Purchaser,  and  Purchaser  shall  assume  all of tile  mortgage  or trust  deed
obligations  which  encumber  the Hotel  Properties  and become the owner of the
Hotel Entities, pursuant to an Assignment and Assumption Agreement substantially
in the form attached  hereto as Exhibit B. At Closing,  BIG also shall  transfer
and convey all of its right,  title and  interest in all  contracts,  leases and
agreements  used in the  ownership  and/or  operation of the Best  Western,  and
Purchaser shall assume same, pursuant to an Assignment and Assumption  Agreement
for the Best Western's  Contracts,  Leases and Agreements  substantially  in the
form attached hereto as Exhibit D. BIG shall execute and deliver (a) a statutory
Warranty Deed to McCarran Lodging,  LLC, a Utah limited liability company formed
by  Purchaser  to hold  and  accept  the Best  Western,  pursuant  to which  BIG
transfers  and conveys all of its right,  title and  interest in and to the Best
Western to McCarran  Lodging LLC, (b) statutory  Quit Claim Deed,;  for the real
properties of the Hotel Entities;  (c) assignments of limited  liability company
interests for the Hotel Entities (in the form attached  hereto as Exhibit B) and
of contracts,  leases and  agreements for the Best Western (in the form attached
hereto as Exhibit D); and (d) a Bill of Sale for the personal  Properties of the
Best  Western (in the form  attached  hereto as Exhibit E). The Parties  further
shall  execute and deliver to the Escrow Agent or to the other,  as the case may
be, such other  documents  as may be  necessary to  consummate  the  transaction
contemplated hereby.

     5. Possession.  BIG shall deliver possession of the Purchased  Interests to
Purchaser on the Closing Date, provided,  however, that Purchaser shall have the
right to enter upon the Hotel  Properties for completion of any studies or tasks
that Purchaser may wish to perform prior to the Closing Date,

     6.  Purchaser's  Representations  and  Warranties.   Purchaser  represents,
warrants,  and  agrees as of the date of this  Agreement  and as of  Closing  as
follows:

          6.1 Authority. Purchaser is a limited liability company duly organized
and existing under the laws of the State of Utah and has the power and authority
to enter into this Agreement and all documents  contemplated  by this Agreement,
to consummate the  transactions  contemplated by this Agreement,  and to perform
its  obligations  to be  performed  by it under  this  Agreement  and  under all
documents contemplated by this Agreement.

          6.2 Approval; Enforceability. The execution, delivery, and performance
of  this  Agreement and all documents  contemplated  by this Agreement have been
duly  authorized  by all  necessary  company  action.  This  Agreement  and  all
documents  contemplated  by this  Agreement,  when  executed  and  delivered  by
Purchaser,  will be valid and enforceable obligations of Purchaser in accordance
with their respective terms.


Purchase and Sale Agreement for Hotel Properties                    Page 6 of 16


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          6.3 No  Violation.  Purchaser's  execution  and  performance  of  this
Agreement  and  compliance  with  [lie  provisions  of this  Agreement  will not
constitute a violation by Purchaser of any  provision of law, of its Articles of
Organization,  any amendments thereto, or any indenture, mortgage, agreement, or
other  instrument  to which  Purchaser  is a party or by  Purchaser  is bound or
affected.

          6.4 No Reliance.  Purchaser  has made its own  inspection  of the Best
Western and [lie Hotel Entities, and his own investigation and evaluation of the
Purchased Interests, In entering this Agreement, Purchaser is not relying on any
representations  or statements  made by BIG  regarding  the Purchased  Interests
other than those expressly set forth herein. Purchaser has had an opportunity to
review  financial  records,  and all other  relevant  documents and  information
related to the Purchased Interests that would be material in determining whether
to purchase the Purchased Interests pursuant to this Agreement.

     7. BIG's  Representations  and Warranties.  BIG represents,  warrants,  and
agrees as of the date of this Agreement and as of Closing:

          7.1 Authority.  BIG is a corporation duly organized and existing under
the laws of the State of Nevada  and has the power and  authority  to enter into
this Agreement and all documents  contemplated by this Agreement,  to consummate
the transactions  contemplated by this Agreement, and to perform the obligations
to be performed by it under this Agreement and under all documents  contemplated
by this Agreement.

          7.2 Approval; Enforceability. The execution, delivery, and performance
of this  Agreement and all documents  contemplated  by this  Agreement have been
duly  authorized  by all  necessary  corporate  action.  This  Agreement and all
documents  contemplated by this  Agreement,  when executed and delivered by BIG,
will be valid  and  enforceable  obligations  of BIG in  accordance  with  their
respective terms.

          7.3 No Violation.  BIG's  execution and  performance of this Agreement
and  compliance  with the  provisions of this  Agreement  will not constitute a,
violation by BIG of any provision of law, BIG's Articles of Incorporation, BIG's
Bylaws, or any indenture,  mortgage, agreement, or other instrument to which BIG
is a party or by which BIG is bound or affected.

          7.4 The Hotel Properties.  BIG represents and warrants to Purchaser as
follows: (a) BIG has good and marketable title to the Best Western and its Hotel
Properties,  and the Hotel  Entities,  and each Hotel Entity owns its respective
Hotel Properties,  free and clear of all liens and encumbrances other than those
allowed  under  Section 3 above and free and clear of all third party  claims of
ownership (its to the Hotel Properties or the Hotel Entities), including without
limitation  Zions  Management &  Development  Company,  Inc.;  Glen A.  Overton,
Investment  Lodging  Corporation;  THH  Ventures,  L.C.;  and East  Bay  Lodging
Associated,  Ltd.; (b) there are no  outstanding  unrecorded  leases,  licenses,
permits,  contracts or agreements to which BIG or either Hotel Entity is a party
affecting the Hotel Properties other than those disclosed herein or in Exhibit C
attached hereto,  or those assigned  hereunder;  (c) BIG has disclosed all known
defects, faults or other material facts regarding the Hotel Properties;  (d) the
Hotel  Properties  have  been  maintained  in  substantial  compliance  with all
federal,  state and local environmental  protection,  similar laws,  ordinances,
restrictions,  and  licenses;  (e) except as has been  previously  disclosed  to
Purchaser  regarding the filling  station located on the separate parcel next to
the Sheraton, which is to be


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acquired as part of the Hotel  Properties,  to the best of BIG's  knowledge,  no
hazardous  substance  (as that term is used in the  Comprehensive  Environmental
Response,  Compensation  and Liability Act, 42 U.S.C.  ""9601 et seq.) is or has
been stored or disposed of on any of the Hotel Properties; (f) BIG has no notice
of any pending or threatened action,  claim or proceeding under any condemnation
laws, under any bankruptcy laws, or under any environmental  laws arising out of
the condition of the Hotel  Properties or conditions  thereon;  and (g) from the
date of this  Agreement  until the  Closing  Date,  BIG  agrees  not to make any
material  adverse change to the Hotel  Properties,  or to enter any contracts or
undertake  any  obligations  that would affect the Hotel  Properties  that would
remain unpaid or continue after the Closing Date.

          7.5 Limitation of Warranties.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
HEREIN,  NEITHER  BIG NOR ANY  AGENT,  REPRESENTATIVE,  OR  EMPLOYEE  OF BIG HAS
HERETOFORE  OR IS NOW  MAKING  ANY  REPRESENTATIONS  OR  WARRANTIES  OF ANY KIND
WHATSOEVER RELATED TO THE PHYSICAL CONDITION OF THE HOTEL PROPERTIES.  PURCHASER
IS  ACQUIRING  THE HOTEL  PROPERTIES  "AS IS" AND "WITH ALL  FAULTS,"  INCLUDING
WITHOUT LIMITATION THE STABILITY OF THE SOILS,  SUITABILITY FOR ANY CONSTRUCTION
OR  DEVELOPMENT,   ENCROACHMENT  OR  BOUNDARY   QUESTIONS,   DRAINAGE,   ZONING,
AVAILABILITY OF UTILITIES,  ACCESS, AND SIMILAR MATTERS. PURCHASER IS CONDUCTING
ITS OWN  INSPECTIONS  AND "DUE DILIGENCE" WITH RESPECT TO ALL PHYSICAL AND OTHER
ASPECTS OF THE HOTEL PROPERTIES.  BIG SHALL ALLOW PURCHASER REASONABLE ACCESS TO
BIG'S BOOKS,  RECORDS,  AND THE HOTEL PROPERTIES TO ENABLE PURCHASER TO COMPLETE
SUCH  INSPECTIONS.  PURCHASER  SHALL  BE  RESPONSIBLE  FOR  ALL  COSTS  OF  SUCH
INSPECTIONS AND STUDIES.

     8. Conditions.  Purchaser's  obligation to purchase the Purchased Interests
is subject to the following conditions:

          8.1 Good Standing with Franchisors. Each of the Hotel Properties shall
be in good standing with its respective franchisor (for purposes of this Section
8.1, "good standing" means that BIG has paid all fees required to be paid by the
Franchisor and has met all other obligations and has responded satisfactorily to
all notices and demands arising under any franchise  agreement  affecting any of
the Hotel Properties;  provided, however, that Purchaser acknowledges and agrees
that the Best  Western's  franchisor  has required  renovations in the amount of
approximately  ($800,000,00)  to bring that property into good  standing,  which
amount Purchaser has agreed, and is prepared to pay. Purchaser acknowledges that
the  franchiser  has set a deadline of  December  31,  1999 for  completing  the
renovations  or  making  appropriate  arrangements  for  doing so in a  timeline
acceptable to (lie franchiser.  If appropriate arrangements are not made by that
time,  franchisor  has  threatened to remove the Best Western from  franchisor's
reservation  system.  Purchaser  assumes  the  responsibility  of  working  with
franchisor  to  insure  that  such  arrangements  arc made  and the  renovations
completed, at Purchaser's sole cost and expense, so that the Best Western is not
removed from franchiser's  reservation  system.  Any amounts owed to satisfy any
obligations necessary to bring the Hotel Properties in good standing, except for
the amounts  necessary to complete the renovations  required at the Best Western
as described  above,  shall be paid by  Purchaser  at or -is soon as  reasonably
practicable  after Closing,  but shall reduce the principal  amount of the Note,
and shall be taken first from the  principal  payment to be made by Purchaser to
BIG on or before the date that is 180 days following Closing.


Purchase and Sale Agreement for Hotel Properties                    Page 8 of 16


<PAGE>


          8.2 Engagement of Zions Management.  Purchaser shall have entered into
an  agreement  with Zions,  on terms and  conditions  acceptable  to  Purchaser,
pursuant to which Zions agrees to continue to manage the Hotel Properties,

          8.3 Closing Before Year End. The transaction contemplated hereby shall
have closed before 11:59 p.m. on December 31, 1999.

          8.4  Payment of Debt  Service  and  Mortgage  Payments.  All  mortgage
payments and other debt service  installment  payments for the Hotel  Properties
(owing or accrued as of December 31, 1999) shall have been paid current  through
December 31, 1999. Any such amounts owing may be withheld from the cash payments
to be made to BIG at Closing. If any such amounts are not withheld at Closing or
not paid by BIG immediately thereafter, the same shall be paid by Purchaser, and
shall reduce the principal amount of the Note, and shall be taken first from the
principal  payment to be made by  Purchaser to BIG on or before the date that is
180 days following Closing.

          8.5 Taxes and Franchise Fees. All taxes, including without limitation,
payroll,  property,  use and sales taxes  (owing or accrued as of  December  31,
1999),  shall be paid current through December 31, 1999. In addition,  all fees,
payments,  obligations,  and  performances  (owing or accrued as of December 31,
1999) under any franchise  agreement affecting any of the Hotel Properties shall
be current or fulfilled in full through  December 31, 1999. Any amounts required
to bring such taxes, fees, payments,  obligations and performances current shall
be paid by Purchaser at or as soon as reasonably  practicable after Closing, but
shall reduce the principal  amount,  of the Note,  and shall be taken first from
the principal  payment to be made by Purchaser to BIG on or before the date that
is 180 days following Closing.

     9. Damage,  Destruction,  and Condemnation.  In the event of the partial or
total damage,  destruction, or condemnation of the Hotel Properties prior to the
Closing Date, at  Purchaser's  option,  Purchaser may consummate the purchase of
the Purchased  Interests or terminate  this  Agreement by written notice to BIG.
Purchaser's  election  under this section  shall be exercised by giving  written
notice to BIG of its intent to do so. In the event Purchaser elects to terminate
this Agreement,  Purchaser  shall pay any title and escrow charges,  and neither
party  shall  have any  further  rights or  obligations  under  this  Agreement.
Purchaser shall receive full refund of the non-refundable  deposit. If Purchaser
elects to proceed with the purchase of the Property hereunder,  all insurance or
condemnation  proceeds shall be paid over to Purchaser (or assigned,  if not yet
collected).  If the insurance or  condemnation  proceeds are not yet determined,
Purchaser  shall receive a credit at Closing  against the Purchase  Price in the
amount of the loss of value of the damaged,  destroyed, or condemned portion, as
agreed  upon by  Purchaser  and BIG,  and BIG  shall  retain  all  insurance  or
condemnation proceeds.  Except as otherwise elected by Purchaser hereunder,  the
risk of loss prior to Closing rusts with BIG.

     10. Remedies.

          10.1 Failure to Close.  If,  without  breach by BIG or Purchaser,  the
conditions  to Closing are not and cannot be  eliminated,  satisfied,  or waived
within the time limits set forth herein,  either party may either  withdraw from
and terminate  this  Agreement or waive the  condition or portion  thereof which
cannot be satisfied  mid proceed with Closing.  If  terminated,  this  Agreement
shall be deemed null and void, the  non-refundable  deposit shall be returned to
Purchaser, and the escrow to be established hereunder shall be cancelled.


Purchase and Sale Agreement for Hotel Properties                    Page 9 of 16


<PAGE>


          10.2  Seller's  Breach.  If BIG breaches  this  Agreement and fails to
close the sale  contemplated  hereby  through no fault of  Purchaser,  Purchaser
shall be entitled,  at Purchaser's  election (a) to terminate its obligations to
perform  further under this  Agreement  and recover any and all damages;  (b) to
seek  specific  performance  of this  Agreement;  and (c) to pursue  any and all
remedies in addition to or by way of alternative  to the foregoing  available at
law or in equity.  The  non-refundable  deposit  shall be refunded to  Purchaser
immediately upon demand,

          10.3  Purchaser's  Breach.  If Purchaser  breaches this  Agreement and
fails to close the  purchase  contemplated  hereby  through no fault of BIG, BIG
shall be  entitled  to  receive  the  nonrefundable  deposit  and  retain  it as
liquidated  damages  and not as a penalty as its sole and  exclusive  remedy for
such breach.

     11. Indemnification.

          11.1 Indemnification by Purchaser.  Purchaser shall indemnify, defend,
and hold BIG  harmless  from any and all loss,  liability,  damage,  and expense
whatsoever  (including  attorneys'  fees,  expenses of litigation,  and costs of
appeal)  arising  (i)  out of  Purchaser's  and/or  each of the  Hotel  Entities
ownership or use of the Hotel Properties after the Closing Date;  and/or (ii) as
a result of any material  inaccuracy of any representation or material breach of
any  warranty  or  covenant  of  Purchaser  contained  in  this  Agreement,  any
certificate or other instrument  furnished or to be furnished,  and/or any other
agreement to be executed Pursuant to or in connection with this Agreement.

          11.2 Indemnification by Seller. BIG shall indemnify,  defend, and hold
Purchaser  harmless  from  any and all  loss,  liability,  damage,  and  expense
whatsoever  (including  attorneys' fees,  expenses of litigation,  anti costs of
appeal)  arising (i) out of BIG's  and/or each of the Hotel  Entities  ownership
interest in or use of the Hotel  Properties  prior to the Closing Date; (ii) out
of any  breach  of the  specific  warranties  set  forth in  Section  7.4  above
(including  without  limitation  the failure of BIG and/or the Hotel Entities to
have good and marketable  title to all of the Hotel  Proper-ties);  (iii) out or
any  failure of the  conditions  set forth in  Sections  8.1,  8.4 and 8.5 above
(assuming Purchaser proceeds to Closing  notwithstanding  such failure),  and/or
(iv) as a result of any material  inaccuracy of any  representation  or material
breach of any other warranty or covenant of BIG contained in this Agreement, any
certificate or other instrument  furnished or to be furnished,  and/or any other
agreement to be executed pursuant to or in connection with this Agreement.

          11.3  Procedures  for  Indemnification.  The following  procedures and
requirements  shall apply with  respect to any actual or  potential  claim,  any
written demand,  the commencement of any action,  or the occurrence of any other
event which involves any matter or related series of matters (a "Claim") against
which either party is entitled to indemnification (the "Indemnified Party") from
the other party (the "Indemnifying Party") under Section 11.1 or 11.2 above.

               11.3.1  Promptly  after  the  Indemnified  Party  first  receives
     written  documents  pertaining  to the  Claim,  or if such  Claim  does not
     involve a third party Claim, promptly after the Indemnified Party first has
     actual knowledge of such Claim, the Indemnified  Party shall give notice to
     the Indemnifying  Party of such Claim in reasonable  detail and stating the
     amount  involved,  if  known,  together  with  copies  of any such  written
     documents.  The  Indemnifying  Party  shall have 10 days from the  personal
     delivery or mailing of the Claim


Purchase and Sale Agreement for Hotel Properties                   Page 10 of 16


<PAGE>


     notice (the "Notice Period") to notify the Indemnified Party (i) whether or
     not it disputes  its  liability to the  Indemnified  Party  hereunder  with
     respect to such Claim, and (ii)  notwithstanding any such dispute,  whether
     or not it desires,  at its sole cost and expense, to defend the Indemnified
     Party against such Claim.

               11.3.2 If the  Indemnifying  Party  disputes its  liability  with
     respect  to  such,  Claim  or  the  amount  thereof  (whether  or  not  the
     Indemnifying  Party  desires to defend the  Indemnified  Party against such
     Claim as provided below), such dispute shall be resolved in accordance with
     Section  11.3.7  below.  Pending  the  resolution  of  any  dispute  by the
     Indemnifying  Party of its  liability  with respect to any Claim,  any such
     third-party Claim shall not be settled without the prior written consent of
     the Indemnified Party.

               11.3.3 If the Indemnified Party desires to defend the Indemnified
     Patty against the Claim,  then the  Indemnifying  Party - upon first paying
     into court or independent  escrow a cash sum equal to fifty percent (50.0%)
     of the amount in dispute  during the Notice  Period - shall have the right,
     at its sole cost, expense and ultimate liability regardless of the outcome,
     and through counsel of its choice, to litigate, defend, settle or otherwise
     attempt  to  resolve  such  Claim.   Notwithstanding  the  foregoing,   the
     Indemnified  Party  may  nevertheless   elect,  at  any  time  and  at  the
     Indemnified Party's sole cost, expense and ultimate  liability,  regardless
     or the outcome,  and through  counsel of its choice,  to litigate,  defend,
     settle or otherwise attempt to resolve such Claim. If the Indemnified Party
     so elects  (for  reasons  other than the  Indemnifying  Party's  failure or
     refusal to provide a defense to such Claim),  then the  Indemnifying  Party
     shall have no obligation to indemnify the Indemnified Party with respect to
     such  Claim;  provided,  however,  any  such  disposition  will be  without
     prejudice   to  any  other  right  the   Indemnified   Party  may  have  to
     indemnification under Section 11.1 or 11.2 above, regardless of the outcome
     of such Claim.  In any event,  Purchaser and BIG shall fully cooperate with
     each  other  and  their  respective  counsel  in  connection  with any such
     litigation, defense, settlement or other attempted resolution.

               11.3.4  If  the  Indemnifying  Party  elects  not to  defend  the
     Indemnified Party against such Claim, whether by not giving the Indemnified
     Party timely notice as provided above or otherwise,  then the amount of any
     such Claim or, if the same be defended by the Indemnifying Party, then that
     portion  thereof as to which such  defense is  unsuccessful,  in each case,
     shall be conclusively  deemed to be a liability of the  Indemnifying  Party
     hereunder,  unless the Indemnifying Party shall have disputed its liability
     to the  Indemnified  Party hereunder as provided above, in which event such
     dispute shall be resolved as provided in Section 11.3.7 below.

               11.3.5  If  an   Indemnified   Patty  has  a  Claim  against  the
     Indemnifying  Party  hereunder that does not involve a Claim being asserted
     against or sought to be collected from it by a third party, the Indemnified
     Party  shall  promptly  send a notice  with  respect  to Such  Claim to the
     Indemnifying  Party. If the Indemnifying  Party disputes its liability with
     respect to such Claim,  such dispute shall be resolved in  accordance  with
     Section 11.3.7 below;  provided,  however,  that if the Indemnifying  Party
     does not notify the  Indemnified  Party  within the Notice  Period  that it
     disputes such Claim, the amount of such Claim shall be conclusively  deemed
     a liability of the Indemnifying Party hereunder.

               11.3.6   Upon   tile   determination   of   the   liability   for
     indemnification as provided herein, the Indemnifying Party shall pay to the
     Indemnified Party within 15 days


Purchase and Sale Agreement for Hotel Properties                   Page 11 of 16


<PAGE>


     after such determination the amount of any claim for  indemnification  made
     hereunder. If the Indemnified Party is not paid in full and on time for any
     such claim, it shall have the right,  notwithstanding any other rights that
     it may have against any other person or  corporation,  to setoff the unpaid
     amount  of any  such  Claim  against  any  amounts  owed by it  under  this
     Agreement,  any  promissory  note,  or any other  agreements  entered  into
     pursuant to this Agreement.  Where Purchaser is the Indemnified  Party, the
     amount of any such offset  shall reduce the  principal  amount of the Note,
     and shall be taken first from the principal payment to be made by Purchaser
     to BIG on or before the date that is 180 days following  Closing.  Upon the
     payment in full of any  claim,  either by setoff or  otherwise,  the entity
     making payment shall be subrogated to the rights of the  Indemnified  Party
     against any person,  firm or corporation with respect to the subject matter
     of such Claim.

               11.3.7 All disputes under this Section l1.3  regarding  liability
     for indemnification  shall be settled by arbitration in Provo, Utah, before
     a single  arbitrator  pursuant  to the  rules of the  American  Arbitration
     Association.  Arbitration  may be commenced at any time by any Party hereto
     giving  written  notice to each other Party to a dispute  that such dispute
     has been referred to arbitration under this Section 11.3.7.  The arbitrator
     shall be selected by the joint  agreement of BIG and Purchaser but, if they
     do not agree within 20 days after the date of the notice referred to above,
     the  selection  shall be made  pursuant  to the  rules  from the  panels of
     arbitrators  maintained  by such  Association.  Any award  rendered  by the
     arbitrator  shall  be  conclusive  and  binding  upon the  parties  hereto;
     provided,  however  that any such award shall be  accompanied  by a written
     opinion of the arbitrator  giving the reasons for the award. This provision
     for arbitration shall be specifically  enforceable by the Parties,  and the
     decision  of the  arbitrator  in  accordance  herewith  shall be final  and
     binding and there shall be no right to appeal  therefrom.  Each Parry shall
     pay its own  expenses of  arbitration  and the  expenses of the  arbitrator
     shall be equally shared;  provided,  however, that if in the opinion of the
     arbitrator  any claim  for  indemnification  or any  defense  or  objection
     thereto was unreasonable,  the arbitrator may assess, as part of his award,
     all or any part of the arbitration  expenses of the other party  (including
     reasonable  attorneys' fees and fees of the  arbitrator)  against the party
     raising such unreasonable claim, defense or objection. Nothing contained in
     this Section  11.3.7 shall prevent the Parties from settling any dispute by
     mutual agreement at any time,

               11.3.8  The  indemnification  rights of the  Parties  under  this
     Section 11.3 are independent of and in addition to such rights and remedies
     as  the  parties  may  have  at law  or in  equity  or  otherwise  for  any
     misrepresentation,  breach of warranty or failure to fulfill any  agreement
     or covenant  hereunder on the part of any party hereto  including,  without
     limitation,   the  right  to  seek  specific  performance,   rescission  or
     restitution,  none of  which  rights  or  remedies  shall  be  affected  or
     diminished hereby.

     12. General Provision.

          12.1 Survival of  Representations.  The  representations,  warranties,
indemnities,  and  agreements  contained  in this  Agreement  shall  survive the
execution of this Agreement and the transfers Contemplated by this Agreement.

          12.2 Binding Effect; Assignment.  This Agreement shall be binding upon
and inure to the benefit of the Parties,  and their  respective  Successors  and
assigns, provided that no party


Purchase and Sale Agreement for Hotel Properties                   Page 12 of 16


<PAGE>


to this Agreement  shall assign any of such party's rights or obligations  under
this Agreement without the prior written consent of the other party hereto.

          12.3 Entire  Agreement.  This instrument,  together with its exhibits,
contains the entire  agreement of the Parties and the other  signatories  hereto
with respect to the transactions contemplated by this Agreement,  supersedes any
and all  prior  agreements  or  understandings,  written  or oral,  between  the
Parties,  including  the letter of intent,  with  respect to the subject  matter
hereof,  and may not be  modified  or  amended  in any way  except  in a written
instrument signed by the Parties.

          12.4 Notices. All notices to be given under this Agreement shall be in
writing and shall be personally  delivered or mailed by certified  mail,  return
receipt requested, postage prepaid, as follows:

                If to BIG:              Bountiful Investment Group, Inc,
                                        14675 Interurban Avenue South
                                        Seattle, WA  98169
                                        Attention: Pam Andersen

                With a copy to:         Kirt W. Montague
                                        Vance, Romcro & Montague, P.S.
                                        155 - 108th Avenue N.E., Suite 202
                                        Bellevue, Washington 98004

                If to Purchaser:        Eagle Rock Finance, L.C.
                                        2500 North University Avenue, #200
                                        Provo, Utah  84604
                                        Attention: Eric K. Thompson

                With a copy to:         F. McKay Johnson
                                        Hill Johnson & Schmutz
                                        3319 North University Avenue, #200
                                        Provo, UT  84803

or to such other  address as either  party  shall  specify by written  notice so
given to the other party,  Each notice  personally  delivered shall be deemed to
have been given as of the date so delivered.  Each notice mailed shall be deemed
to have been  given on the third day  after  the date  deposited  in the  United
States  mail.  A copy of each  notice  given to either  party  pursuant  to this
Section 11.5 shall be mailed simultaneously.

          12.5 Waiver. The waiver of any breach of any term or condition of this
Agreement  shall not be deemed to constitute a waiver of any other breach of the
same or any other term or condition of this Agreement.

          12.6  Exhibits.  Exhibits A, B, C, D and E attached to this  Agreement
are by this  reference  fully  incorporated  in this  Agreement  and made a part
hereof.


Purchase and Sale Agreement for Hotel Properties                   Page 13 of 16


<PAGE>


          12.7 Governing Law. This Agreement  shall be governed by and construed
in accordance with the laws of the State of Utah.

          12.8  Attorney's  Fees.  In any  proceeding  brought to  enforce  this
Agreement or to determine  the rights of the parties under this  Agreement,  the
prevailing  party  shall be entitled  to  collect,  in addition to any  judgment
awarded by a court,  a  reasonable  sum as  attorneys'  fees,  and all costs and
expenses incurred in connection with such a lawsuit,  including attorneys' fees,
expenses of litigation, and costs of appeal. For purposes of this Agreement, the
prevailing  party shall be that party in whose favor final  judgment is rendered
or who substantially  prevails,  if both parties are awarded judgment.  The term
"proceeding" shall mean and include arbitration, administrative, bankruptcy, and
judicial proceedings, including appeals.

          12.9  Counterparts.  This  Agreement may be executed in  counterparts,
each of which shall be an original,  but all of which together shall  constitute
one and the same instrument.

          12.10 Time of Essence. Time is of the essence of this Agreement.

          12.11 Severability. The unenforceability,  invalidity,  illegality, or
termination  of any  provision  of this  Agreement  shall not  render  any other
provision of this  Agreement  unenforceable,  invalid,  or illegal and shall not
terminate  this  Agreement  or impair the rights or  obligations  of the parties
hereto  provided  the  essential  purposes  of this  Agreement  are not  thereby
thwarted.

          12.12  Captions.   Section  or  paragraph  titles  or  other  headings
contained in this Agreement are for convenience  only and shall not be a part of
this Agreement, nor considered in its interpretation.

          12.13 Brokerage  Commission and Finder's Fee. The Parties each warrant
to the  other  that no  person  or  entity  can  properly  claim  a  right  to a
commission,  finder's fee,  acquisition fee or other brokerage type compensation
based upon the acts or omissions  of that party with respect to the  transaction
contemplated by this Agreement.

          12.14  Facsimile  Transmission.  Facsimile  transmission of any signed
original  document,  and  retransmission  of any signed facsimile  transmission,
shall be the same as  transmission  of an original.  At the request of any party
hereto,  or the  Escrow  Agent,  the  parties  hereto  will  confirm  signatures
transmitted by facsimile by signing an original document.

          12.15 Further  Access.  The Parties  hereto shall perform such further
acts as may be  reasonably  necessary to carry out the intent and  provisions of
this Agreement.

          12.16  Authority.  Persons  signing  this  Agreement  on behalf of the
respective  parties personally warrant and represent that they are authorized to
execute this instrument and bind the respective parties hereto.


Purchase and Sale Agreement for Hotel Properties                   Page 14 of 16


<PAGE>


          12.17 Good Faith. In addition to complying with any specific standards
of conduct set forth herein,  each party hereto  represents  and warrants to the
other that such party has acted  toward the other in good  faith,  and agrees to
continue to so act, in the negotiation,  execution,  delivery,  performance, and
any termination of this Agreement.

     EXECUTED as of the date and year first above written.

               BOUNTIFUL INVESTMENT GROUP, INC., a Nevada corporation


               By: /s/ [illegible]
                   -----------------------------

               Its:  Authorized Agent
                     ---------------------------


               EAGLE ROCK FINANCE, L.C., a Utah limited liability company


               By: /s/ [illegible]
                   -----------------------------

               Its:  Manager
                     ---------------------------


State of ___________       )
                           )     ss.
County of ____________     )

     I   certify   that   I   know   or   have   satisfactory    evidence   that
__________________________,  a  representative  of BOUNTIFUL  INVESTMENT  GROUP,
INC., personally appeared before me, and said person acknowledged that he or she
signed  this  Purchase  and Sale  Agreement,  on oath  stated that he or she was
authorized to execute this Purchase and Sale agreement and acknowledged it to be
the free  and  voluntary  act of said  corporation  for the  uses  and  purposes
mentioned herein.

         SUBSCRIBED AND SWORN to before me this 30th day of December, 1999.

                                        /s/ [illegible]
                                        ----------------------------------------
                                        Printed/Typed Name: [illegible]
                                                            -----------
                                        NOTARY PUBLIC in and for the State of
                                                    residing at
                                        ----------,              ---------------
                                        My commission expires
                                                              ------------------

                                                     [Notary Stamp]


Purchase and Sale Agreement for Hotel Properties                   Page 15 of 16


<PAGE>


State of ___________       )
                           )     ss.
County of ____________     )

     I   certify   that   I   know   or   have   satisfactory    evidence   that
__________________________   a  representative  of  EAGLE  ROCK  FINANCE,  L.C.,
personally  appeared  before me,  and said  person  acknowledged  that he or she
signed  this  Purchase  and Sale  Agreement,  on oath  stated that he or she was
authorized to execute this Purchase and Sale agreement and acknowledged it to be
the free  and  voluntary  act of said  corporation  for the  uses  and  purposes
mentioned herein.

     SUBSCRIBED AND SWORN to before me this 31st day of December, 1999.

                                        /s/ [illegible]
                                        ----------------------------------------
                                        Printed/Typed Name: [illegible]
                                                            -----------
                                        NOTARY PUBLIC in and for the State of
                                                    residing at
                                        ----------,              ---------------
                                        My commission expires
                                                              ------------------

                                                     [Notary Stamp]

Purchase and Sale Agreement for Hotel Properties                   Page 16 of 16

Source: OneCLE Business Contracts.