FIRST AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT


      THIS FIRST AMENDMENT TO PURCHASE AND SALE  AGREEMENT,  dated for reference
purposes  only,  June 30, 1999,  is by and between  PHOENIX GOLD  INTERNATIONAL,
INC., an Oregon  corporation  ("Phoenix  Gold") and 6710 LLC, an Oregon  limited
liability company ("6710").

                                    RECITALS

      A. Pursuant to a Purchase and Sale Agreement dated June 15, 1999,  Phoenix
Gold agreed to sell to 6710 certain real property  located in Multnomah  County,
Oregon and more particularly described in the Agreement.

      B. The parties  desire to amend the Agreement on the terms and  conditions
set forth below:

      NOW, THEREFORE, for valuable consideration, the parties agree as follows:

      1.  SECTION 9, PHOENIX GOLD'S REPRESENTATIONS AND WARRANTIES.  A new
subparagraph (f) is hereby added to Section 9 as follows:

                  Notwithstanding  the provisions of this Section 9, neither the
                  "actual  knowledge  limitation" set forth in subparagraph  (e)
                  nor the ten-year warranty limitation set forth in subparagraph
                  (d),  shall limit,  abridge or  otherwise  waive any rights or
                  remedies  which 6710 may have  against  Phoenix Gold (i) under
                  Federal,  state or local  laws  relating  to the  presence  of
                  hazardous  or  toxic  materials  or  substances,   whether  in
                  contribution or otherwise, or (ii) under common law for fraud,
                  material   misrepresentation   or   withholding   of  material
                  information,  it being the  intention of Phoenix Gold and 6710
                  that 6710 is entitled to the same rights and remedies  against
                  Phoenix   Gold  that   Phoenix  Gold  may  have  against  BB&S
                  Development  Co. under  common law,  all as more  particularly
                  described  in that  certain  letter from  Gregory G. Harris to
                  Jeffrey H. Keeney dated June 29, 1999.

      2.  FULL FORCE AND EFFECT.  Except as amended by this First Amendment, the
Agreement shall remain in full force and effect.

PHOENIX GOLD INTERNATIONAL, INC.        6710 LLC


By  /s/ Timothy C. Johnson              By /s/ Howard N. Dietrich
- --------------------------              ---------------------------
Its Executive Vice President            Its Manager