Real Property Purchase Agreement

REAL PROPERTY PURCHASE AGREEMENT






                                                                    EXHIBIT 2.5





                        REAL PROPERTY PURCHASE AGREEMENT


         THIS REAL PROPERTY PURCHASE AGREEMENT ("Agreement") is made and entered
into as of the 12th day of June, 1998 by and between G. MICHAEL EDWARDS,  ROBERT
F. EDWARDS, and DAVID B. EDWARDS (hereinafter sometimes collectively referred to
as the  "Sellers"),  as  sellers,  and  AMERICAN  ALLSAFE  COMPANY,  a  Delaware
corporation (hereinafter sometimes referred to as the "Buyer"), as buyer.

                                    RECITALS:

         A. Concurrently  with the execution of this Agreement,  the Sellers and
the Buyer have entered into that certain Stock  Purchase  Agreement  (the "Stock
Purchase Agreement"), dated of even date herewith, pursuant to which the Sellers
will sell to the Buyer, and the Buyer will purchase from the Sellers, all of the
issued  and  outstanding  stock of  Kedman  Company,  Inc.,  a Utah  corporation
("Kedman").

         B. The Sellers own certain  real  property  described  below,  which is
leased to Kedman,  and the Buyer desires to purchase and the Sellers are willing
to  sell  such  real  property  to the  Buyer,  on the  terms,  conditions,  and
provisions hereinafter set forth.

         NOW, THEREFORE, in consideration of the covenants and agreements herein
contained  and for  other  good and  valuable  consideration,  the  receipt  and
sufficiency of which are acknowledged, the Sellers and the Buyer hereby agree as
follows:

         1.       PURCHASE, SALE, AND AGREEMENTS.

         1.1.  Description of Property.  The Sellers hereby agree to sell to the
Buyer,  and the Buyer hereby agrees to purchase from the Sellers,  on the terms,
conditions, and provisions herein contained,  certain real property (hereinafter
the  "Property"),  situated in the County of Salt Lake,  State of Utah, and more
particularly described in Exhibit A attached hereto and by this reference made a
part thereof.

         1.2.  Purchase Price.  The purchase price which the Buyer shall pay for
the Property is Four Hundred Fifty  Thousand and No/100  Dollars  ($450,000.00),
which amount shall be paid to the Sellers in current and  immediately  available
funds at the Closing  (hereinafter  the  "Closing")  provided for in Section 3.1
hereof.

         1.3.  Title Report.  Within  fifteen (15) days after  execution of this
Agreement,  the Sellers  shall obtain and deliver to the Buyer a Commitment  for
Title Insurance  covering the Property  (hereinafter the "Preliminary  Report").
The Buyer  shall,  within  fifteen  (15) days after the  Buyer's  receipt of the
Preliminary  Report,  give written notice to the Sellers specifying any and each
title  exception   contained  in  the  Preliminary  Report  that  is  reasonably
objectionable to the Buyer. If the Buyer timely notifies the Sellers of any such
objectionable title exception, then







the Sellers may attempt to cause each such  objectionable  title exception to be
removed  or cured  prior to the  Closing;  provided,  however,  that if any such
objectionable  title  exception is not or cannot (in the reasonable  judgment of
the  Sellers)  be so  removed  or  cured by the date on  which  the  Closing  is
scheduled to occur and the Sellers  advise the Buyer in writing,  then the Buyer
shall  elect,  by the earlier of (i) the Closing  Date;  or (ii) within ten (10)
days after notice from the Sellers of such circumstance either (a) to waive each
such  objectionable  title  exception  and  proceed  with the  Closing,  with no
adjustment to the purchase  price for the Property due to such title  exception,
or (b) to terminate this Agreement and all of the rights and  obligations of the
parties  hereunder.  The  Sellers  shall not be  obligated  to  remove  any such
objectionable title exception, but may do so at the Sellers' election.

         1.4.  Permitted  Encumbrances.  As  used in this  Agreement,  the  term
"Permitted Encumbrances" shall mean: (a) Real property taxes and assessments for
1998 and thereafter  (including  assessments of record prior to 1998 and payable
in  subsequent  periods,  provided  the same are not  delinquent  or subject the
Property  to  any  penalty);  (b)  all  covenants,   conditions,   restrictions,
easements, rights-of-way,  encroachments, title exceptions, and other matters of
any nature disclosed in the Preliminary Report, other than such title exceptions
as to which the Buyer  timely  objects in  writing,  as  provided in Section 1.3
hereof, and does not thereafter waive such objection; (c) all shortages in area,
conditions,   restrictions,   easements,  rights-of-way,   encroachments,  title
exceptions,  and other matters which would be disclosed or  discoverable  by the
Buyer  upon a  complete  and  thorough  inspection  and  survey of the  Property
conforming  to  ALTA/ACSM  minimum  standard  detail  requirements  for an urban
survey; (d) that certain Lease affecting the Property, executed by George Zahnor
Edwards and Edythe B. Edwards, as lessor, and Kedman Company,  as lessee,  dated
August 1, 1967,  amended by  Amendment  of Lease,  dated March 1, 1993;  and (e)
other matters or conditions  arising as a result of the acts or omissions of the
Buyer or its successors.

         2.       CONDITIONS OF CLOSING.

         2.1.  Conditions to the Buyer's  Obligations.  The  obligations  of the
Buyer  under  this  Agreement  to  purchase  the  Property  are  subject  to the
fulfillment,  prior to or at the Closing or prior to or at the respective  dates
specified below, as the case may be, of the following conditions:

                  (a) On or  before  July 12,  1998,  the  Buyer  shall,  at the
         Buyer's  sole cost and expense,  have  procured and approved in writing
         all  environmental  assessments,  soils tests, and engineering  reports
         concerning the environmental condition,  soil conditions,  and economic
         feasibility  of the proposed  use of the  Property  which may be deemed
         necessary or  appropriate  by the Buyer.  Unless the Buyer notifies the
         Sellers in writing on or before July 12, 1998 that any of the foregoing
         have not been  procured or approved,  the Buyer shall be deemed to have
         procured  and  approved  all of the  foregoing  and to have waived this
         condition 2.1(a).


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                  (b) On or before July 12, 1998,  the Buyer shall have obtained
         and  reviewed  a  survey  of the  Property  ("Survey"),  including  the
         approval of each and every condition, encroachment, boundary overlap or
         shortage,  or other matter  revealed by such  Survey.  Unless the Buyer
         notifies  the  Sellers in writing on or before  July 12,  1998 that the
         survey  and  any  matter  set  forth  thereon  has not  been  obtained,
         reviewed,  and approved by the Buyer, the Buyer shall be deemed to have
         obtained,  reviewed,  and  approved  the Survey and each  encroachment,
         restriction,  boundary overlap or shortage, and other matters set forth
         on the Survey and to have waived this condition 2.1(b).

                  (c) The  Sellers  shall have  performed  and  complied  in all
         material  respects  with its  obligations,  covenants,  and  agreements
         contained in this  agreement  on its part to be performed  and complied
         with at the appropriate times for such performance and compliance.

         In the event that each of such conditions shall not have been satisfied
at or prior to the Closing or the respective date specified,  as the case may be
or waived by the Buyer,  then the Buyer  shall have the  right,  at the  Buyer's
option,  at any time prior to July 31,  1998,  to  terminate  this  Agreement by
giving  written notice of such  termination to the Sellers,  in which event this
Agreement shall automatically terminate and the Sellers and the Buyer each shall
be  released   automatically  from  all  further   obligations  and  liabilities
hereunder,  except as set forth in Sections  6.2,  6.8, and 6.10 hereof.  In the
event  the Buyer  does not  exercise  its  option to  terminate  this  Agreement
pursuant  to this  Section  2.1 on or before  July 31,  1998,  the  Buyer  shall
automatically and irrevocably be deemed to have waived its objection asserted in
any  notice  given  pursuant  to  this  Section  2.1  and  to  have  waived  the
corresponding  condition to the Buyer's  obligation  to close on its purchase of
the Property as set forth in this Agreement.

         2.2.  Conditions to the Sellers'  Obligations.  The  obligations of the
Sellers  under  this   Agreement  to  sell  the  Property  are  subject  to  the
fulfillment, prior to or at the Closing, of the following conditions:

                  (a)  The  Buyer  shall  have  performed  and  complied  in all
         material  respects  with  the  Buyer's  obligations,   covenants,   and
         agreements  contained  in  this  Agreement  on the  Buyer's  part to be
         performed  and  complied  with  at  the  appropriate   times  for  such
         performance and compliance.

         In the event each of such  conditions  shall not have been satisfied at
or prior to the Closing or waived by the  Sellers,  then the Sellers  shall have
the right,  at the Sellers'  option,  to (i) terminate  this Agreement by giving
written notice of such  termination to the Buyer,  in which event this Agreement
shall  automatically  terminate  and the  Sellers  and the Buyer  each  shall be
released  automatically from all further obligations and liabilities  hereunder,
except as set forth in Sections  6.2,  6.8, and 6.10 hereof;  or (ii) pursue any
other remedies available to the Sellers.

         2.3. Casualty or Condemnation. The Buyer shall be bound to purchase the
Property for the full purchase  price as required by the terms  hereof,  without
regard to the occurrence or

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effect of any damage to or destruction  of the Property or partial  condemnation
of the Property  occurring  after the date hereof and prior to the Closing Date,
provided:

                  (a) The cost to repair any such damage or destruction does not
         exceed $50,000.00 and is fully covered by insurance; and

                  (b) any partial  condemnation does not result in the taking of
         more than five percent (5%) of the total area of the Property; and

                  (c) at the Closing,  the Buyer shall have credited against the
         purchase   price  due   hereunder   the  amount  of  any  insurance  or
         condemnation  proceeds collected by the Sellers and prior to Closing as
         a result of any such  damage,  destruction,  or  condemnation,  or such
         proceeds shall be assigned to the Buyer if not then collected but shall
         not be deducted from the purchase price.

         If  such  damage  or  destruction   exceeds   $50,000.00,   or  if  any
condemnation  results  in the  taking of more  than 5% of the total  area of the
Property,  then the Buyer may, at its option, either terminate this Agreement or
consummate the purchase at the purchase  price  specified in Section 1.2 hereof.
The Buyer's  option must be exercised  within fifteen (15) days from the date on
which the Buyer receives  notice of such damage or destruction or  condemnation.
If the Buyer  proceeds  with the purchase,  then all  insurance or  condemnation
proceeds shall be paid over to the Buyer (or assigned if not yet collected) less
only such monies actually  expanded by the Sellers to repair the damage.  Except
as provided  above,  the Buyer shall be bound to purchase  the  Property for the
full  purchase  price as required  by the terms  hereof,  without  regard to the
occurrence or effect of any damage to or  destruction of the Property or partial
condemnation  of the Property  occurring  after the date hereof and prior to the
Closing Date.

         2.4.  Closing  of Stock  Purchase  Agreement.  The  obligations  of the
Sellers and the Buyer to sell and purchase,  respectively, the Property pursuant
to the terms and  provisions of this  Agreement  are subject to and  conditioned
upon the Buyer's  purchase of all of the issued and outstanding  shares of stock
of  Kedman,  on the  terms  and  conditions  set  forth  in the  Stock  Purchase
Agreement.  The  obligations  of the Sellers and the Buyer under this  Agreement
shall  automatically  terminate  and the  Sellers  and the Buyer  each  shall be
released  automatically from all further obligations and liabilities  hereunder,
except as set forth in Sections 6.2, 6.8, and 6.10 hereof,  upon any termination
of the Stock Purchase Agreement.

         3.       CLOSING AND POST-CLOSING.

         3.1. Closing.  Closing of the subject  transaction shall be held at the
offices of Van Cott, Bagley,  Cornwall & McCarthy,  50 South Main Street,  Suite
1600, Salt Lake City, Utah  84144-0402,  on July 12, 1998, or at such other date
or place as shall be mutually agreed to in writing by the Sellers and the Buyer;
provided,  however, that the Closing may be accomplished on such date through an
escrow established with a Utah title insurance company, designated by the Buyer,
acting as agent for Chicago Title Company or another escrow agent acceptable to

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both the Sellers and the Buyer.  The date on which the  Closing  actually  takes
place or, if more than one day is required to complete the Closing,  the date on
which the Closing is actually  accomplished is herein referred to and designated
as the "Closing  Date." At the Closing the  following  shall occur,  each action
being considered a condition precedent to the others and all being considered as
taking place  simultaneously,  and (subject to the terms and conditions  hereof)
each party  covenanting  to perform or cause to be performed each such action to
be performed on its part:

                  (a) The Sellers shall execute, acknowledge, and deliver to the
         Buyer a Special Warranty Deed, conveying and warranting the Property to
         the Buyer, against those claiming by, through, or under the Sellers.

                  (b) The Sellers  shall  assign to the Buyer all right,  title,
         and interest  under the Lease  affecting  the  Property,  and the Buyer
         shall  agree in such  written  instrument  to assume  and  perform  all
         obligations  of the lessor under such leases from and after the Closing
         Date, in accordance with Section 1.5 hereof.

                  (c) The Buyer shall pay to the escrow  agent for  disbursement
         to the  Sellers,  in  current  funds,  the  sum of Four  Hundred  Fifty
         Thousand and No/100 Dollars  ($450,000.00),  representing  the purchase
         price to be paid at the Closing as provided in Section 1.2 hereof.

                  (d) All reasonable   and customary prorations shall be made as
         of the Closing  Date and  appropriate  credits  shall be given for real
         property taxes,  assessments,  rents,  deposits,  and other matters the
         nature of which  properly  requires such  treatment.  If on the Closing
         Date either the applicable  assessed value or mill levy for the year in
         which the Closing  occurs cannot be  ascertained,  real property  taxes
         relative  to the  Property  shall be  apportioned  on the  basis of the
         assessed  value and mill levy for the preceding  year,  and the parties
         shall make  adjustment  payments  after the Closing based on the actual
         assessed  value  and the  actual  mill  levy for the year in which  the
         Closing occurs when such  information  is available.  The provisions of
         this Section 3.1(d) shall survive the Closing.

                  (e) The Sellers  shall pay in full the premium for the owner's
         policy of title insurance referred to in Section 3.2 hereof.

                  (f) The Buyer and the Sellers shall each pay one-half (1/2) of
         the costs of recording the Special  Warranty Deed and one-half (1/2) of
         the costs of the escrow.

                  (g) The  Sellers  and the Buyer  shall  execute and deliver to
         each other closing statements reflecting the adjustments, payments, and
         credits described in this Section 3.1.


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                  (h) The  Sellers  shall  execute  and  deliver  to the Buyer a
         certificate   pursuant  to  Internal  Revenue  Code  ss.  1445  (b)(2),
         certifying  to the Buyer  that  neither  of the  Sellers  is a "foreign
         person," within the meaning of Internal Revenue Code ss. 1445.

                  (i) Each party shall  execute,  acknowledge,  and deliver such
         other documents and instruments and take such other action as the other
         party or its legal counsel may reasonably  require in order to document
         and carry out the transactions contemplated in this Agreement.

         3.2.  Owner's Title  Insurance.  In conjunction  with the Closing,  the
Sellers shall,  at the Sellers'  expense,  cause First American Title Company of
Utah to issue and deliver to the Buyer (as the named  insured)  an ALTA  owner's
policy of title  insurance,  providing for standard  coverage,  in the amount of
Four Hundred Fifty Thousand and No/100 Dollars ($450,000.00),  insuring that fee
simple  title to the  Property is vested in the Buyer  subject  only to: (a) the
Permitted Encumbrances referred to in Section 1.4 hereof; and (b) standard items
and exceptions.

         4.       DEFAULT AND REMEDIES.

         4.1.  Buyer's  Remedies  on  Default  In the event of a default  by the
Sellers in the performance of their obligations hereunder,  the Buyer shall give
written notice to the Sellers designating such default. The Sellers shall have a
period of ten (10) days following the effective date of said notice within which
to correct the default of which the Sellers have received  notice.  In the event
that the Sellers  shall fail to correct  such  default  within said ten (10) day
period,  the Buyer shall have the right,  at its option:  (i) to terminate  both
this  Agreement and the Stock  Purchase  Agreement and all rights,  duties,  and
obligations  of the parties  hereunder,  by giving written notice thereof to the
Sellers;  or (ii) to  receive  specific  performance  by the  Sellers  of  their
obligations under this Agreement and the Stock Purchase Agreement and to recover
damages from the Sellers resulting from said default.

         4.2.  Sellers'  Remedies on  Default.  In the event of a default by the
Buyer in the  performance of its obligations  hereunder,  the Sellers shall give
written  notice to the Buyer  designating  such default.  The Buyer shall have a
period of ten (10) days following the effective date of said notice within which
to correct the default of which the Buyer has received notice. In the event that
the Buyer shall fail to correct  such  default  within said ten (10) day period,
the Sellers shall have the right, at the Sellers' option:  (i) to terminate both
this  Agreement and the Stock  Purchase  Agreement and all rights,  duties,  and
obligations  of the parties  hereunder,  by giving written notice thereof to the
Buyer; or (ii) to recover damages from the Buyer resulting from said default.

         5. LIMITATION AND DISCLAIMER OF  REPRESENTATIONS  AND  WARRANTIES.  THE
BUYER  ACKNOWLEDGES  THAT THE BUYER HAS HAD OR WILL HAVE PRIOR TO THE CLOSING AN
ADEQUATE  OPPORTUNITY  TO INSPECT THE  PROPERTY AND TO  INVESTIGATE  ALL MATTERS
BEARING ON ITS SUITABILITY FOR THE BUYER, AND WILL HAVE EITHER COMPLETED OR WILL

                                       -6-







HAVE  ELECTED NOT TO  COMPLETE  (AS OF THE CLOSING  DATE) SUCH  INSPECTIONS  AND
INVESTIGATIONS OR HAVE DECIDED TO ASSUME THE RISK OF BUYING THE PROPERTY WITHOUT
DOING SO.  ACCORDINGLY,  EXCEPT FOR THE  REPRESENTATIONS  AND  WARRANTIES OF THE
SELLERS  SET  FORTH  IN THE  STOCK  PURCHASE  AGREEMENT,  THE  SELLERS  MAKE  NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY
IMPLIED WARRANTY,  AS TO THE CONDITION,  QUALITY,  SAFETY,  FREEDOM FROM DEFECTS
(WHETHER OR NOT  DETECTABLE  BY  INSPECTION),  MERCHANTABILITY,  FITNESS FOR THE
BUYER'S  INTENDED  USE, OR FREEDOM FROM  CONTAMINATION  BY  HAZARDOUS  WASTES OR
SUBSTANCES, OR COMPLIANCE WITH ZONING OR OTHER LEGAL REQUIREMENTS, OF ALL OR ANY
PART OF THE PROPERTY,  OR AS TO THE  AVAILABILITY OR EXISTENCE OF ANY UTILITY OR
OTHER GOVERNMENTAL OR PRIVATE SERVICES. ACCORDINGLY, THE BUYER IS PURCHASING THE
PROPERTY "AS IS." THE  PROVISIONS  OF THIS SECTION 5 SHALL  SURVIVE THE CLOSING.
ANY CLAIMS FOR BREACH OF REPRESENTATION OR WARRANTY OR FOR INDEMNIFICATION SHALL
BE MADE UNDER THE STOCK PURCHASE  AGREEMENT AND SUBJECT TO THE  LIMITATIONS  SET
FORTH THEREIN.

         6.       GENERAL PROVISIONS.

         6.1. Real Estate Commissions.  The Sellers represent and warrant to the
Buyer, and the Buyer  represents and warrants to the Sellers,  that no broker or
finder  has been  engaged by the  respective  parties  in  connection  with this
Agreement  or any of the  transactions  contemplated  by this  Agreement,  is in
anyway connected with this Agreement or any of the transactions,  or is entitled
to  any  fee  or  commission  as a  result  of  this  Agreement  or  any  of the
transactions  contemplated  hereby.  In the event of a claim for a  broker's  or
finder's  fee or  commission  in  connection  with this  Agreement or any of the
transactions contemplated hereby, except for the commission set forth above: The
Buyer shall  indemnify,  save harmless,  and defend the Sellers from and against
such  claim if it is based  upon any  statement,  representation,  or  agreement
alleged to have been made by the Buyer;  and the Sellers shall  indemnify,  save
harmless,  and defend the Buyer from and against  such claim if it is based upon
any  statement,  representation,  or agreement  alleged to have been made by the
Sellers. The provisions of this Section 6.1 shall survive the Closing.

         6.2. Notices. All notices and other communications provided for in this
Agreement  shall be in  writing  and shall be  sufficient  for all  purposes  if
personally  delivered or if sent by certified or registered  U.S.  mail,  return
receipt requested, postage prepaid, and addressed to the respective party at the
address  set forth  below or at such other  address as such party may  hereafter
designate by written notice to the other parties as herein provided.

                  To Sellers:    Mr. G. Michael Edwards
                                 P.O. Box 1328
                                 Mesquite, Nevada 89024

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                                 Mr. Robert F. Edwards
                                 1550 East Ridgemark Drive
                                 Sandy, Utah 84092

                                 Mr. David B. Edwards
                                 1823 East Meadow Drive
                                 Salt Lake City, Utah 84121

                                 with a copy to:

                                 Ervin R. Holmes, Esq.
                                 Van Cott, Bagley, Cornwall & McCarthy
                                 50 South Main Street, Suite 1600
                                 Salt Lake City, Utah 84144-0402

                  To Buyer:      American Allsafe Company
                                 2997 Clarkson Road
                                 Chesterfield, MO 63017
                                 Attn: Mr. Christopher T. Paule

                                 with a copy to:

                                 James B. Carlson, Esq.
                                 Mayer, Brown & Platt
                                 1675 Broadway, Suite 1900
                                 New York, New York 10019-5820

If personally  delivered,  notices and other communications under this Agreement
shall be deemed to have been  given and  received  and shall be  effective  when
personally  delivered.  If sent by mail in the form  specified in this  section,
notices and other  communications  under this Agreement  shall be deemed to have
been given and received and shall be effective when deposited in the U.S. mail.

         6.3.  Costs.  Except  as  otherwise   specifically   provided  in  this
Agreement, the Sellers and the Buyer each shall pay their own costs and expenses
incurred in preparation and execution of and performance under this Agreement.

         6.4. Entire Agreement.  This Agreement,  the Stock Purchase  Agreement,
and the  Confidentiality  Agreement,  dated  December  4,  1997,  including  the
exhibits attached  thereto,  constitute the entire agreement between the parties
hereto  relative  to  the  subject  matter  hereof.   Any  prior   negotiations,
correspondence, or understandings relative to the subject matter hereof shall be
deemed to be merged in this  Agreement and shall be of no force or effect.  This
Agreement may not be amended or modified  except in writing  executed by both of
the parties hereto.

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         6.5. Interpretation.  This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Utah.  Whenever the context
requires,  the singular  shall include the plural,  the plural shall include the
singular,  the whole shall  include any part  thereof,  any gender shall include
both other genders,  the term "person" shall include an individual,  partnership
(general or limited),  corporation,  limited liability company,  trust, or other
entity or association or combination thereof, and the term "Buyer" shall include
the Buyer herein  named and any  permitted  assignee of such Buyer.  The section
headings  contained in this  Agreement  are for  purposes of reference  only and
shall not limit,  expand, or otherwise affect the construction of any provisions
of this Agreement.  Subject to the limitations contained in Section 6.11 hereof,
this  Agreement  shall bind and inure to the benefit of the  parties  hereto and
their respective  successors and assigns. Time is of the essence. The provisions
of this  Agreement  shall be construed  both as covenants and  conditions in the
same manner as though the words  importing such  covenants and  conditions  were
used in each separate  provision  hereof.  Exhibit A attached  hereto is by this
reference incorporated herein and is made a part hereof.

         6.6.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original,  and  all  of  which  shall  together  constitute  one  and  the  same
instrument.

         6.7. No Waiver. Acceptance by either party of any performance less than
required  hereby  shall not be deemed to be a waiver of the rights of such party
to enforce all of the terms and conditions hereof. Except as otherwise expressly
provided  herein,  no waiver of any such right hereunder shall be binding unless
reduced to writing and signed by the party to be charged therewith.

         6.8.  Invalidity of Provision.  If any  provisions of this Agreement as
applied to either party or to any  circumstance  shall be adjudged by a court of
competent  jurisdiction  to be void or  unenforceable  for any reason,  the same
shall in no way affect (to the maximum extent  permitted by applicable  law) any
other provision of this  Agreement,  the application of any such provision under
circumstances  different from those adjudicated by the court, or the validity or
enforceability of the Agreement as a whole.

         6.9.  Quit-Claim  Deed.  If for any reason,  other than a breach by the
Sellers of their  obligations  hereunder,  the Closing does not occur, the Buyer
shall execute,  acknowledge, and deliver to the Sellers a quit-claim deed to the
Property or such other  instrument  as the Sellers  may  reasonably  request for
purpose of eliminating any cloud on the title of the Property which might result
from this  Agreement.  The  provisions  of this  Section  6.9 shall  survive any
termination of this Agreement.

         6.10.  Assignment.  The  Buyer  shall  not have the  right to assign or
transfer  this  Agreement  or the  rights or  interests  of the Buyer  hereunder
without the prior written consent of the Sellers in each instance.


                                       -9-







         6.11. No Recordation.  The Buyer covenants and agrees that neither this
Agreement nor any memorandum or other notice of this Agreement shall be recorded
in the real  property  records of Salt Lake County,  State of Utah,  without the
prior written consent of the Sellers.

         6.12.  Attorneys'  Fees. If any action is brought because of any breach
of or to enforce or interpret any of the provisions of this Agreement, the party
prevailing  in such action  shall be  entitled  to recover  from the other party
reasonable  attorneys'  fees and court costs  incurred in  connection  with such
action,  the amount of which  shall be fixed by the court and made a part of any
judgment rendered.

         6.13.  Exchange  Transaction.  The Buyer agrees to  cooperate  with the
Sellers in  consummating  this  transaction  as an  exchange  by the  Sellers of
like-kind  properties  under Internal Revenue Code Section 1031 at no additional
expense  or other  adverse  consequence  to the  Buyer  and with no delay in the
Closing, such cooperation to include,  without limitation,  the Buyer's purchase
of the  Property  from a  reputable  intermediary  of the  Sellers'  choice  and
execution  of  such  documents  in.  connection  therewith  as the  Sellers  may
reasonably request; provided, however, the Buyer shall not be required to accept
a conveyance of record title to the Sellers' exchange property.  The Sellers may
assign the Sellers'  rights and obligations  under this  Agreement,  without the
Buyer's  consent  and at any time on or prior to the  Closing,  to the  Sellers'
designated  intermediary  with written  notice of assignment  to the Buyer.  The
designated  intermediary  may,  but need not, act as the agent of the Sellers in
the performance of any of the Sellers'  obligations  under this  Agreement.  The
Buyer  agrees to accept  performance  of the  Sellers'  obligations  under  this
Agreement  from the  designated  intermediary  and to render  performance of the
Buyer's  obligations under this Agreement to the designated  intermediary if and
when requested to do so by the Sellers in writing. The Buyer further agrees that
any and all warranties,  liabilities,  and obligations made or undertaken by the
Buyer  pursuant  to the  terms  of this  Agreement  or in  connection  with  the
transactions  contemplated by this Agreement shall be fairly  enforceable by the
Sellers,  notwithstanding  the  Sellers'  assignment  of rights to a  designated
intermediary.  Likewise,  the  Sellers  agree that any and all  liabilities  and
obligations  of the  Sellers  to the Buyer  under  this  Agreement  shall not be
released or discharged by the Sellers' assignment of their rights hereunder to a
designated  intermediary.  The Buyer shall not be  required to incur  additional
costs  and  expenses  under  this  Agreement  in  connection  with  the  Buyer's
cooperation with such 1031 exchange.



                                      -10-







         IN  WITNESS  WHEREOF,  the  Sellers  and the Buyer have  executed  this
Agreement as of the day and year first above written.

SELLERS:                                      BUYER:

                                              AMERICAN ALLSAFE COMPANY, a
                                              Delaware corporation,
____________________
G. Michael Edwards
                                              By_____________________________
____________________                          Its____________________________
Robert F. Edwards

____________________
David B. Edwards


                                      -11-






                                    EXHIBIT A

                             DESCRIPTION OF PROPERTY

         Real  property  located  in Salt  Lake  County,  State  of  Utah,  more
particularly described as follows:

         Beginning 924 feet South and 223.3 feet West from the Northeast  corner
         of the Northwest 1/4 Section 10,  Township 1 South,  Range 1 West, Salt
         Lake Base and  Meridian;  West 436.7 feet;  North 198 feet;  East 436.7
         feet; South 198 feet to
         beginning.