SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                                ---------------------------
                                  SCHEDULE 14A INFORMATION
                    Information Required in Proxy Statement Schedule 14A
                          Information Proxy Statement Pursuant to
                    Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:

/  /  Preliminary Proxy Statement
/  /  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/x /  Definitive Proxy Statement
/  /  Definitive Additional Materials
/  /  Soliciting Material Pursuant to Rule 14a-11 or Rule 14a-12

                                WESTERN STANDARD CORPORATION
 -----------------------------------------------------------------------------------------
                      (Name of Registrant as Specified in its Charter)

                                            NONE
 ------------------------------------------------------------------------------------------
          (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/  /  No fee required
/x/   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)   Title of each class of securities to which transaction applies:
         Common Stock, par value $0.05 per share, of Western Standard Corporation

(2)   Aggregate number of securities to which transaction applies:
         4,524,803 shares of common stock

(3)   Per unit price or other underlying value of transaction computed pursuant to Exchange
      Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state
      how it was determined):
         The filing fee of $183.45 was determined based upon the product of 4,524,802
         shares of common stock and the merger consideration of $0.32 per share.  In
         accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended,
         the filing fee was determined by multiplying the amount calculated pursuant to the
         preceding sentence by .0001267 of one percent.

(4)   Proposed maximum aggregate value of transaction:  $1,447,937

(5)   Total fee paid herewith:

/x/   Fee paid previously with preliminary materials:  $    183.45

/  /  Check box if any part of the fee is offset as provided by Exchange Act Rule
      0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
      Identify the previous filing by registration statement number, or the Form or
      Schedule and the date of its filing.



                                      PROXY STATEMENT


                                WESTERN STANDARD CORPORATION

                                 400 East Snow King Avenue
                                    Post Office Box 1846
                                   Jackson, Wyoming 83001

                                       (307) 733-5200

Dear Stockholder:                                               January 21, 2005

     You are cordially  invited to attend a special  meeting of  stockholders of
Western Standard Corporation  ("Westan") to be held at the Snow King Resort, 400
East Snow King Avenue,  Jackson,  Wyoming on Friday,  February 25, 2005 at 10:00
a.m., Mountain Time.

     At the special  meeting,  you will be asked to  consider  and vote upon the
approval of the Agreement and Plan of Merger,  dated as of November 15, 2004, by
and among Snow King  Interests  LLC  ("SKI"),  LZ  Acquisition  Inc. and Westan,
providing for the merger of LZ Acquisition,  Inc., a wholly owned  subsidiary of
SKI, with and into Westan with Westan as the surviving corporation.  Pursuant to
the merger  agreement,  you will be entitled to receive  $0.32 in cash,  without
interest,  for each of your shares of common stock of Westan.  SKI is, and after
the merger,  will be controlled by Manuel B. Lopez, and James M. Peck,  officers
and directors of Westan.  The accompanying proxy statement explains the proposed
merger and provides specific information concerning the special meeting.  Please
read these materials carefully.

     In light of the conflicting  interests of Messrs.  Lopez and Peck, Westan's
board of directors formed a special  committee  consisting of Stanford E. Clark,
its sole independent  director to evaluate this merger proposal and to negotiate
the proposal on behalf of Westan.

     The board of  directors  of  Westan,  considering  among  other  things the
recommendation of the special  committee,  has approved the merger agreement and
determined  the merger to be  advisable.  Approval of the three member board was
unanimous and included the  concurrence  of Mr. Lopez and Mr. Peck, two of three
directors who disclosed  their personal  interests in the proposed  transaction.
The special  committee  and the board of  directors  believe  that the terms and
provisions of the merger  agreement  and the proposed  merger are fair to and in
the best  interests  of  Westan's  unaffiliated  stockholders  (which  means the
holders of Westan  stock other than SKI, LZ  Acquisition  and their  affiliates,
i.e., Messrs. Lopez and Peck). Therefore, the board of directors recommends that
you vote in favor of the approval of the merger  agreement and the  transactions
contemplated  thereby.   Ehrhardt  Keefe  Steiner  &  Hottman  PC,  the  special
committee's  financial  advisor,  has provided its written  opinion  that, as of
November  15, 2004,  based on and subject to the  limitations,  assumptions  and
qualifications  stated in its opinion, the $0.32 per share cash consideration to
be received by Westan's  unaffiliated  stockholders  in the proposed  merger was
fair to Westan's unaffiliated stockholders from a financial point of view.

     The  proposed   merger  is  an  important   decision  for  Westan  and  its
stockholders.  The proposed merger cannot occur unless,  among other things, the
merger  agreement  is  approved  by the  affirmative  vote of the  holders  of a
majority of all  outstanding  shares of common stock of Westan.  Messrs.  Lopez,
Peck and their  affiliates and Westan have entered into voting  agreements under
which  they will vote  their  5,438,213  shares or 54% of  Westan's  outstanding
shares in  accordance  with the  majority  of the  shares  held by  unaffiliated
stockholders voted in person or by proxy at the special meeting.

     Whether or not you plan to attend the special meeting, we urge you to sign,
date and promptly return the enclosed proxy card to ensure that your shares will
be voted at the special  meeting.  Failure to return an executed proxy card will
constitute,  in effect,  a vote against approval of the merger agreement and the
transactions contemplated thereby.

     Your  board of  directors  urges you to  consider  the  enclosed  materials
carefully  and,  based on among other things the  recommendation  of the special
committee and the board,  recommends  that you vote "for" approval of the merger
agreement and the transactions contemplated thereby.

     The special  committee's  work was  completed  on  November  15,  2004.  On
December 5, 2004,  Stanford E. Clark, the sole member of the special  committee,
died unexpectedly in Riverton, Wyoming. Your board of directors wishes to extend
its  condolences  to Mr.  Clark's family and express how grateful we are for his
long and dedicated service to Westan and its stockholders.

                                        Sincerely,

                                        Your Board of Directors

     The proposed  merger has not been approved or disapproved by the Securities
and Exchange Commission or any state securities regulator nor has the Commission
or any state  securities  regulator  passed  upon the  fairness or merits of the
proposed merger or upon the accuracy or adequacy of the information contained in
this document. Any representation to the contrary is unlawful.

     This proxy statement and proxy are being mailed to Westan's stockholders on
or about January 21, 2005.


                                WESTERN STANDARD CORPORATION

                                 400 East Snow King Avenue
                                    Post Office Box 1846
                                   Jackson, Wyoming 83001
                                       (307) 733-5200

                         Notice of Special Meeting of Stockholders

Date: February 25, 2005

Time: 10:00 a.m., Mountain Time

Place: Snow King Resort, 400 East Snow King Avenue, Jackson, Wyoming 83001

     A special meeting of the  stockholders of Western  Standard  Corporation is
being held for the following purposes:

o    To consider  and vote upon the  Agreement  and Plan of Merger,  dated as of
     November 15, 2004,  by and among Snow King  Interests  LLC, LZ  Acquisition
     Inc. and Western  Standard  Corporation  ("Westan"),  and the  transactions
     contemplated thereby,  including the merger of LZ Acquisition with and into
     Westan, with Westan as the surviving  corporation and with the unaffiliated
     stockholders of Westan entitled to receive $0.32 in cash, without interest,
     for each share of Westan's common stock that they own.

o    If necessary,  to adjourn the special meeting for the purpose of soliciting
     additional proxies in connection with the proposed merger or to satisfy the
     conditions to completing the proposed merger.

o    To  consider  any other  matter  that may  properly  be brought  before the
     special meeting or any adjournment or postponement thereof.

     Only  stockholders  of record on January 7, 2005 are entitled to notice of,
and to vote at, the  special  meeting.  During  the ten day period  prior to the
special meeting, any stockholder may examine a list of Westan's  stockholders of
record, for any purpose related to the special meeting, during ordinary business
hours at the offices of Westan  located at 400 East Snow King  Avenue,  Jackson,
Wyoming 83001.

     Stockholders  of Westan  who do not vote in favor of the  merger  agreement
will have the right to dissent and to seek  appraisal of the fair value of their
shares if the merger is  completed  and they  comply with the  procedures  under
Wyoming law explained in the accompanying proxy statement.

     The merger is described in the accompanying proxy statement,  which you are
urged to read carefully. A copy of the Agreement and Plan of Merger, as amended,
is attached as Annex A to the accompanying proxy statement.

                                                 By Order of the Board of Directors

                                                 James M. Peck, Secretary

Jackson, Wyoming
January 21, 2005




                                     TABLE OF CONTENTS

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE MERGER

SUMMARY
  Principals of the Buyers
  The Special Meeting
  Special Factors
  Reasons for Engaging in the Transaction
  Recommendations of the Special Committee and our Board of Directors
  Opinion of Ehrhardt Keefe Steiner & Hottman PC
  Westan's Position as to the Fairness of the Merger
  Interests of our Directors and Executive Officers in the Merger
  Primary Benefits and Detriments to Unaffiliated Stockholders
  Plans for Westan after the Merger
  The Merger Agreement
   The Merger Consideration
   Conditions to the Merger
   Termination of the Merger Agreement
   Acquisition Proposals
   Fees and Expenses
  Dissenters' Rights of Appraisal
  Financing of Merger
  Selected Consolidated Financial Data of Westan

THE PARTIES
  Western Standard Corporation
  SKI and LZ Acquisition, Inc.

INFORMATION CONCERNING THE SPECIAL MEETING
Time, Place and Date
Purpose of the Special Meeting
Record Date; Voting at the Meeting; Quorum
Required Vote
Voting and Revocation of Proxies
Action to be Taken at the Special Meeting
Proxy Solicitation

SPECIAL FACTORS
  Background of the Merger
  Recommendation of the Special Committee and Board of Directors; Fairness of
  the Merger
   Special Committee
   Board of Directors of Westan
  SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders
  Benefits and Detriments of the Merger
   To Westan's Unaffiliated Stockholders
   To the Buyers and Westan
  Opinion of Financial Advisor to the Special Committee
   Opinion and Analysis of Ehrhardt Keefe Steiner & Hottman PC
  Related Entities
  Comparable Companies Analysis
  Discounted Cash Flow Analysis
  Asset-Based Approach
  Conclusion of the Value of Snow King Resort, Inc.
  Oil and Gas Interest
  Snow King Resort Center, Inc.
  Asset-Based Approach of the Company
  Market Approach
  Other Factors
  SKI's Purpose and Reasons for the Merger
  Interests of Certain Persons in the Merger; Certain Relationships
  Retained Equity Interest
  Directors and Management of the Surviving Corporation
  Directors and Officers Indemnification
  Certain Effects of the Merger
  Plans for Westan after the Merger
  Conduct of the Business of Westan if the Merger is not Consummated
  Accounting Treatment
  Financing of the Merger
  Regulatory Requirements; Third Party Consents
  Material Federal Income Tax Consequences of the Merger
   Sales Treatment for Holders of Common Stock
   Redemption Treatment for Dissenters and Other Stockholders
   Constructive Ownership of Stock and Other Issues
   Section 302 Tests
   Backup Withholding
  Fees and Expenses

THE MERGER AGREEMENT
  The Merger; Merger Consideration
  Treatment of Certain Shares Held by the Buyers
  The Exchange Fund; Payment for Shares of Westan Common Stock
  Transfers of Common Stock
  Conditions
  Representations and Warranties
  Covenants
  Termination
  Fees and Expenses
  Amendment/Waiver

THE VOTING AGREEMENTS

DISSENTERS' RIGHTS OF APPRAISAL
  Right to Dissent
  Procedure for Exercise of Dissenters' Rights
  Dissenters' Notice
  Procedure to Demand Payment
  Payment
  If Dissenter is Dissatisfied with Offer
  Judicial Appraisal of Shares
  Court and Counsel Fees

MARKET FOR THE COMMON STOCK
  Common Stock Market Price Information; Dividend Information
  Common Stock Purchase Information

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

DIRECTORS AND MANAGEMENT
  Westan
  SKI and LZ Acquisition

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

INDEPENDENT AUDITORS

FINANCIAL STATEMENTS

WHERE YOU CAN FIND MORE INFORMATION

OTHER BUSINESS

STOCKHOLDER MEETINGS AND PROPOSALS

AVAILABLE INFORMATION

ANNEX A     Agreement and Plan of Merger dated November 15, 2004 by and among Snow King
            Interests LLC, LZ Acquisition, Inc. and Western Standard Corporation

ANNEX B     Opinion of Ehrhardt Keefe Steiner & Hottman PC dated November 15, 2004

ANNEX C     Sections of the Wyoming Business Corporation Act Regarding Dissenters' Rights
            (Article 13, Sections 17-16-1301 through 1331)




                                     SUMMARY TERM SHEET

     The  following  summarizes  the principal  terms of the proposed  merger of
Western  Standard  Corporation,  a  Wyoming  corporation  ("Westan"  ),  with LZ
Acquisition, Inc., a Wyoming corporation ("Merger Sub"), which is a wholly-owned
subsidiary  of Snow King  Interests  LLC, a Wyoming  limited  liability  company
("SKI" or  "Parent").  This  summary  term  sheet  does not  contain  all of the
information that may be important for you to consider when evaluating the merits
of the merger.  You are encouraged to read this proxy  statement,  including the
annexes and the documents  that have been  incorporated  by reference  into this
proxy  statement,  in their  entirety  before  voting.  Section  references  are
included  below to  direct  you to a more  complete  description  of the  topics
discussed in this summary term sheet.

o    You are being asked to approve and adopt an  Agreement  and Plan of Merger,
     dated as of November 15, 2004, which provides the merger of Merger Sub into
     Westan. As a holder of Westan common stock, you and all other such holders,
     other than Messrs. Lopez and Peck and their affiliates, will be entitled to
     receive $0.32 in cash, without interest (the "cash merger  consideration"),
     for each  share of  Westan  common  stock  that you own.  See  "Information
     Concerning the Special Meeting," page 13.

o    Because  Merger Sub was created only to  facilitate  the merger,  it has no
     assets.  SKI will fund  approximately $1.5 million to effect the payment of
     the total cash merger consideration to Westan's unaffiliated stockholders.

o    The merger  must be approved  and adopted by a majority of our  outstanding
     shares of common stock.  Messrs.  Lopez and Peck and their  affiliates  own
     approximately  54% of  Westan's  common  stock  and will not  receive  cash
     consideration in the merger. These persons have agreed to vote their shares
     in accordance with the majority of shares cast for or against the merger by
     unaffiliated  stockholders  voting  in  person  or by proxy at the  special
     meeting.

o    This is a "going private" transaction. As a result of the merger:

o    SKI will hold all of our common stock and equity interest;

o    Our  current  stockholders  will no longer  have an  interest in any future
     earnings or growth of the business;

o    We will no longer be a publicly-traded company; and

o    Our common  stock will no longer be traded on the OTC Bulletin  Board.  See
     "Special Factors--Certain Effects of the Merger," page 43.

o    The  proposed  merger  involves a potential  conflict  of interest  because
     Messrs.  Lopez and Peck, the organizers and owners of SKI, are both members
     of our now two member board of directors.  As a result,  the board formed a
     special  committee,  consisting of Stanford E. Clark,  the sole independent
     director,  for the  purposes  of  considering,  negotiating  and  making  a
     recommendation    regarding    the    proposed    merger.    See   "Special
     Factors--Background of the Merger," page 16.

o    In August  2004,  we retained  the  services of  Ehrhardt  Keefe  Steiner &
     Hottman PC ("EKS&H"), as the financial advisor to the special committee, to
     give it an opinion as to the  fairness  of a  proposed  transaction  to our
     stockholders.  See "Special  Factors--Opinion  of Financial  Advisor to the
     Special Committee," page 29.

o    On November 15, 2004,  EKS&H rendered its opinion to the special  committee
     that, as of that date and subject to the  assumptions,  qualifications  and
     limitations  set forth in its  opinion,  the $0.32  per share  cash  merger
     consideration  to be paid in the merger was fair, from a financial point of
     view,  to the holders of Westan  common stock other than Messrs.  Lopez and
     Peck and their  affiliates.  The full extent of EKS&H's opinion is attached
     to this proxy statement as Annex B. The summary of EKS&H's opinion which is
     located  in  the  section  of  this  proxy  statement   entitled   "Special
     Factors--Opinion  of Financial Advisor to the Special  Committee," page 29,
     is qualified  by  reference to the full text of the opinion,  which we urge
     you to read carefully in its entirety. The opinion was directed to Westan's
     special  committee and does not constitute a  recommendation  as to how any
     holder  of our  common  stock  should  vote  on the  merger.  See  "Special
     Factors--Opinion of Financial Advisor to the Special Committee," page 29.

o    The special committee determined that the merger is fair to and in the best
     interests of our common stockholders, other than Messrs. Lopez and Peck and
     their  affiliates,  and has recommended to our board that the merger should
     be  completed  under  the  terms  of the  merger  agreement.  See  "Special
     Factors--Recommendation  of the Special  Committee and Board of Directors,"
     page 21.

o    Acting  on the  recommendation  of the  special  committee,  our  board  of
     directors has approved and adopted the merger  agreement and authorized the
     merger and recommends that you vote FOR approval and adoption of the merger
     agreement  and the  merger.  See  "Special  Factors--Recommendation  of the
     Special Committee and Board of Directors," page 21.


o    The merger agreement may be terminated at any time before the completion of
     the merger by mutual written  consent of both SKI and us or by either party
     in certain instances. See "The Merger Agreement--Termination," page 58.

o    If the merger  agreement  is  terminated  by SKI in certain  circumstances,
     including in the event that we breach the "no shop" provision of the merger
     agreement,  or the board  withdraws  its  recommendation  of the  merger or
     recommends an alternative  transaction  to the merger,  then Westan will be
     obligated  to pay SKI a  termination  or  "break-up"  fee in the  amount of
     $50,000. See "The Merger Agreement--Termination," page 58.

o    If you choose not to vote in favor of the merger,  Wyoming law entitles you
     to a judicial  appraisal of the fair value of your shares of common  stock.
     There  are  procedural  requirements  that you will  have to  follow if you
     decide to pursue a judicial  appraisal.  Unless such  expenses are assessed
     against us by the court,  we will not pay any expenses that you might incur
     in this regard. See "Dissenters' Rights of Appraisal," page 62.

o    Your receipt of cash as a result of the merger will  generally be a taxable
     transaction  to you.  See  "Special  Factors--Material  Federal  Income Tax
     Consequences of the Merger," page 45.


                           QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:   What is the proposed transaction?

A:   SKI will acquire  Westan by merging LZ  Acquisition,  Inc., a  wholly-owned
     subsidiary  of SKI,  into  Westan.  As a result of the merger,  Westan will
     become a wholly-owned subsidiary of SKI.

Q:   Who are SKI and LZ Acquisition?

A:   SKI and LZ Acquisition  were formed in connection  with the proposed merger
     by Manuel B. Lopez and James M. Peck, two directors and officers of Westan.
     Messrs. Lopez and Peck and certain of their affiliated trusts presently own
     approximately  54% of  Westan's  outstanding  common  stock  which  will be
     transferred  to SKI  simultaneously  with the  merger.  SKI is  referred to
     herein as the "Buyer" and depending on the context,  Messrs. Lopez and Peck
     are sometimes  identified as the natural  persons  representing  the Buyer.
     Collectively, SKI and these persons are referred to as the Buyers.

Q:   What will I receive in the merger?

A:   Stockholders of Westan,  other than the Buyers and stockholders who dissent
     and seek  appraisal of the fair value of their shares,  will be entitled to
     receive $0.32 in cash, without interest,  for each share of Westan's common
     stock that they own.

Q:   Why is the board of  directors  recommending  that I vote for the merger at
     this time?

A:   The  board   believes  that  it  is  in  the  best  interests  of  Westan's
     unaffiliated  stockholders to accept and the  opportunity  presented by the
     Buyers at this time to sell their shares at a substantial  premium over the
     market price of Westan's  shares in recent years.  Approval of the board of
     directors  was  unanimous,   although  Messrs.   Lopez  and  Peck  are  not
     independent  for  purposes  of the  merger.  To review the  background  and
     reasons for the merger in greater detail, see pages 21 to 27.

Q:   When do you expect the merger to be completed?

A:   We are working to complete the merger as quickly as possible. If the merger
     agreement is approved and the other conditions to the merger are satisfied,
     we expect to complete the merger in early 2005.

Q:   What are the income tax consequences of the merger to me?

A:   The merger  will be a taxable  transaction  to you for  federal  income tax
     purposes.  To  review  a  brief  description  of  the  federal  income  tax
     consequences to stockholders, see pages 45 to 49.

Q:   What conflicts of interest does the board of directors have in recommending
     approval of the merger agreement?

A:   Both of the members of our board of directors, Manuel B. Lopez and James M.
     Peck have a conflict  of interest  in  recommending  approval of the merger
     agreement  because  they  are  beneficial  owners  of SKI.  In light of the
     conflicting  interests of Messrs. Lopez and Peck with Westan's unaffiliated
     stockholders as described  immediately above, the board of directors formed
     a special  committee  consisting  of the  single  independent  director  to
     evaluate  the  proposed  merger.  To review the factors  considered  by the
     special  committee  and the board of  directors  in  approving  the  merger
     agreement, see pages 23 to 27.

Q:   What did the board of  directors do to make sure the price per share I will
     receive in the proposed merger is fair to me?

A:   The board of directors  formed a special  committee  which consisted of its
     single independent  director to negotiate the terms of the merger agreement
     with the Buyers. The special committee  independently selected and retained
     separate  legal and  financial  advisors  to assist  in this  process,  and
     received  an  opinion  from its  financial  advisor,  on which the  special
     committee  relied,  stating  that based on and subject to the  limitations,
     assumptions and qualifications  stated in that opinion,  as of November 15,
     2004,  the $0.32 per share the  unaffiliated  stockholders  of Westan  will
     receive  in the  proposed  merger  was  fair to those  stockholders  from a
     financial point of view.

Q:   What are the disadvantages to me of merging Westan with LZ Acquisition?

A:   Following  the  merger,  you will no  longer  benefit  from  any  earnings,
     expansion, diversification or growth of Westan.

Q:   What vote is required to approve the merger agreement?

A:   The holders of a majority  of all  outstanding  shares of  Westan's  common
     stock must vote to approve the merger  agreement.  The Buyers currently own
     approximately  54% of Westan's  common  stock and have agreed to vote their
     shares in  accordance  with the  majority of shares cast for or against the
     proposed merger by unaffiliated  stockholders  voting in person or by proxy
     at the special meeting.

Q:   What do I need to do now?

A:   Please  mark  your vote on,  sign,  date and mail  your  proxy  card in the
     enclosed  return  envelope as soon as possible,  so that your shares may be
     represented at the special meeting.

Q:   What rights do I have if I oppose the merger?

A:   Stockholders who oppose the merger may dissent and seek judicial  appraisal
     of the fair value of their  shares  (which could be more or less than $0.32
     per  share),  but  only if they  comply  with all of the  procedures  under
     Wyoming  law  explained  on  pages  62 to 65 and in  Annex C to this  proxy
     statement.  It is a condition to the Buyer's  obligation to consummate  the
     merger that holders of not more than 5% of the common stock  exercise their
     dissenters' rights.

Q:   Who can vote on the merger?

A:   All Westan stockholders of record as of the close of business on January 7,
     2005 will be entitled to notice of, and to vote at, the special  meeting to
     approve the merger agreement and the transactions contemplated thereby.

Q:   Should I send in my stock certificates right now?

A:   No. After the merger is completed,  we will send you a transmittal form and
     written instructions for exchanging your share certificates for cash.

Q:   If my shares are held in "street name" by my broker, will my broker vote my
     shares for me?

A:   Your broker will vote your shares only if you provide  instructions  on how
     to vote. You should follow the directions provided by your broker regarding
     how to instruct your broker to vote your shares.

Q:   May I change my vote after I have mailed my signed proxy card?

A:   Yes.  Just send a written  revocation  or another  signed proxy card with a
     later date to Computershare  Trust Company,  Inc., Westan's transfer agent,
     before the special meeting or simply attend the special meeting and vote in
     person if you voted your proxy directly. If your shares are held in "street
     name," you should contact your broker to obtain  instructions  as to how to
     cancel or change  your vote.  Computershare's  address  is Post  Office Box
     1596, Denver, Colorado 80201.


                                          SUMMARY

     The following  summarizes the material  aspects of the proposed  merger and
highlights  selected  information  contained  elsewhere in this proxy statement.
This  summary may not contain all of the  information  that is important to you,
and is  qualified  in its entirety by the more  detailed  information  contained
elsewhere  in this  proxy  statement,  including  the  annexes to it, and in the
documents incorporated by reference. To understand the proposed merger fully and
for a more complete  description of the terms of the proposed merger, you should
carefully read this entire proxy statement, including the annexes to it, and the
documents incorporated by reference.

Principals of the Buyers

     SKI, is a limited  liability  company  organized  by two of our  directors,
Manuel B. Lopez and James M. Peck,  to acquire the  ownership  interests  of our
unaffiliated stockholders. Mr. Lopez proposed the merger transaction to Westan's
board of directors and  negotiated  all aspects of the  transaction on behalf of
SKI and LZ Acquisition.  For more information in this regard,  see "The Parties"
below.

The Special Meeting (see page 13)

     A special  meeting of  stockholders  of Westan  will be held at 10:00 a.m.,
Mountain  Time, on Friday,  February 25, 2005 at the Snow King Resort,  400 East
Snow King Avenue,  Jackson,  Wyoming 83001. At the special meeting,  you will be
asked to  consider  and vote on a  proposal  to  approve  the  merger  agreement
described in this proxy statement.

     Only Westan  stockholders  of record at the close of business on the record
date,  January  7,  2005,  will be  entitled  to notice  of, and to vote at, the
special meeting. On the record date, there were 9,963,015 shares of common stock
outstanding  and  entitled  to one vote per share at the  special  meeting.  Our
shares are held by approximately  3,500  stockholders of record,  although there
are a number of other beneficial owners of our common stock.

     Wyoming law  requires  that the  holders of a majority  of the  outstanding
shares of Westan common stock vote to approve the merger  agreement.  The Buyers
currently   own  5,438,213   shares  of  Westan   common   stock,   representing
approximately  54% of the  outstanding  shares of common  stock as of the record
date and have agreed to vote their  shares in  accordance  with the  majority of
shares cast for or against the proposed transaction by unaffiliated stockholders
voting in person or by proxy at the special meeting.

Special Factors (see page 16)

     There are a number of factors that you should  consider in connection  with
deciding how to vote your shares. They include:

o    the background of the merger;

o    the factors considered by the special committee and the board of directors;

o    the opinion of the financial advisor to the special committee;

o    the recommendation of the special committee and the board of directors;

o    the purpose and effect of the merger; and

o    the interests of certain persons in the merger.

     These  factors,  in addition to several  other  factors to be considered in
connection  with the  merger,  are  described  in this  proxy  statement.  For a
detailed discussion of each of these factors, see pages 16 to 29.

Reasons for Engaging in the Transaction

     The sole reason for engaging in the merger,  from your  perspective,  is to
provide  you the  opportunity  to  receive  a cash  price  for your  shares at a
significant  premium  over the  market  price at which our common  stock  traded
before the November 16, 2004 announcement of the Buyers' merger proposal.

Q:   What other matters will be voted on at the special meeting?

A:   We do not  expect  that any other  matter  will be voted on at the  special
     meeting.

Q:   Who can help answer my questions?

A:   If you have more questions about the merger or would like additional copies
     of this proxy  statement,  you should  contact  Manuel Lopez,  President of
     Westan at (307) 734-3003.

Q:   What happens if I do not return a proxy card?

A:   You may attend the  meeting in person and vote your  shares.  If you do not
     attend  and do not  return a proxy,  your  shares  will not be  counted  in
     determining  whether a quorum is present  for the  meeting or for any other
     purpose.  Since  two-thirds  of  Westan's  outstanding  common  shares  are
     required to approve the merger,  your  failure to return an executed  proxy
     card or to vote in person at the special  meeting or by abstaining from the
     vote will,  in effect,  constitute a vote  against  approval of the merger.
     Similarly,  broker  non-votes  will have the same effect as a vote  against
     approval of the merger.

Recommendation of the Special Committee and Board of Directors (see page 21)

     The  special  committee  of  our  board  of  directors,  consisting  of one
independent  director,  was formed to consider  and  evaluate  the  merger.  The
special  committee  approved the merger agreement and determined that the merger
is in the best  interests  of  Westan  and its  unaffiliated  stockholders.  The
special committee recommended to our board of directors that the board determine
that the  merger  is  advisable  and in the best  interests  of  Westan  and our
unaffiliated  stockholders  and that  the  merger  consideration  is fair to our
unaffiliated stockholders. The special committee also recommended that the board
of  directors  approve  the  merger  agreement  and that the board of  directors
determine  to submit  the  merger to our  stockholders  and  recommend  that our
stockholders  vote to adopt  the  merger  agreement.  Even  though  two of three
members  of our board of  directors  are not  independent  with  respect  to the
proposed merger, our board of directors  determined that the merger is advisable
and in the best interests of Westan and our  unaffiliated  stockholders and that
merger  consideration  is fair to  Westan  and  our  unaffiliated  stockholders.
Accordingly, our board of directors approved the merger agreement and recommends
that you vote FOR the proposal to adopt the merger agreement.

Opinion of Ehrhardt Keefe Steiner & Hottman PC (see pages 29 to 39) and Annex B

     In connection with the merger, the special committee considered the opinion
of the special committee's  financial advisor,  Ehrhardt Keefe Steiner & Hottman
PC,  as to  the  fairness  of  the  merger  consideration  to  our  unaffiliated
stockholders  from a financial point of view. EKS&H delivered its opinion to the
special  committee on November  15, 2004 that,  as of that date and based on and
subject  to  the  assumptions,  limitations  and  qualifications  stated  in the
opinion,  the  consideration  to be  received by our  unaffiliated  stockholders
pursuant to the merger agreement was fair to those stockholders from a financial
point of view.  EKS&H's  opinion was provided for the information of the special
committee  and does not  constitute a  recommendation  to any  stockholder  with
respect to any matter relating to the proposed  merger.  EKS&H's full opinion is
attached as Annex B.

Westan's Position as to the Fairness of the Merger (see page 21)

     We  believe  the  merger  and the  merger  consideration  to be fair to our
unaffiliated stockholders. In reaching this determination we considered a number
of factors, including:

o    the fact that the  merger  consideration  of $0.32 per share  represents  a
     substantial  premium  over the $0.12 price of our common  stock on the last
     full trading day prior to our November 16, 2004  announcement  of the offer
     by  Buyers  and  substantially  exceeds  the  historical  market  prices of
     Westan's common stock for the last three years;

o    the fact  that  Westan's  common  stock  trades  only  sporadically  in the
     over-the-counter  market. No established trading market for Westan's common
     stock  currently  exists.  The  merger  consideration  of $0.32  per  share
     represents  an  opportunity  for   unaffiliated   stockholders  to  achieve
     liquidity;

o    the fact that EKS&H  delivered  an opinion to the special  committee to the
     effect  that as of  November  15,  2004,  and based on and  subject  to the
     limitations,  assumptions and qualifications contained in that opinion, the
     merger consideration to be received by our unaffiliated stockholders in the
     merger was fair to those stockholders from a financial point of view;

o    the fact that the purchase  price was proposed after EKS&H had provided its
     valuation  analyses,  and that no specific  guidance  was provided to EKS&H
     with respect to expectations of value;

o    the fact that the  merger  was  approved  and  recommended  by the  special
     committee  following  its  negotiations  with Manuel Lopez on behalf of the
     Buyers; and

o    Westan's  board  of  directors  determined  that the  transaction  would be
     structured  with a  majority  of the  minority  approval  provisions  which
     obligates the Buyers to vote for or against the proposal in accordance with
     the majority vote of Westan's unaffiliated stockholders.

Interests of our Directors and Executive Officers in the Merger (see page 42)

     In considering the recommendation of our board of directors with respect to
the merger agreement and the transactions  contemplated  thereby,  you should be
aware that, in addition to the matters discussed above, two members of our board
of directors  have  interests in the merger that are in addition to or different
from the interests of our stockholders  generally and that such interests create
potential conflicts of interest

     Messrs.  Lopez and Peck, two of our directors and executive  officers,  own
all of the membership interests of the Buyer, SKI. Although they will receive no
cash in the  merger,  they will share in benefits  accruing to the Buyer's  full
ownership of Westan and its assets.

     Indemnification  arrangements  for our  present  and former  directors  and
officers will be continued by the surviving corporation after the merger.

Primary Benefits and Detriments to Unaffiliated Stockholders (see page 28)

     Our unaffiliated  stockholders will receive a cash payment for their shares
at a premium above the market price of our shares prior to  announcement  of the
merger  proposal  and  for  the  last  several  years.  After  the  merger,  our
unaffiliated  stockholders  will no longer  have an interest in Westan or any of
its future earnings growth or increase in value.

Plans for Westan After the Merger

     The Buyers expect that after the Merger, Westan's business will continue to
be operated substantially as it is currently being conducted. Neither the Buyers
nor Westan has any definite  material  plans or proposals  that would take place
after the Merger.  However,  after the Merger Westan may consider  possibilities
and alternatives with respect to its operations and development  activities.  In
addition, the Buyers intend to suspend Westan's obligation to file reports under
Section 13 of the  Exchange  Act, as a result of which Westan would no longer be
publicly traded on the over-the-counter market.

The Merger Agreement (see page 50).

     The Merger Consideration (see page 50)

     If the merger is completed, you will be entitled to receive $0.32 per share
in cash for each share of Westan common stock you own, without interest.

     Conditions to the Merger (see page 52)

     Certain nonwaivable  conditions must be satisfied before any of Westan, SKI
or LZ Acquisition is obligated to complete the merger, including the following:

o    the merger must be approved by the holders of a majority of the outstanding
     shares of common stock of Westan; and

o    there must be no legal or  judicial  restraint  or  prohibition  preventing
     completion of the merger;

     Other conditions which must be satisfied unless waived by SKI include:

o    the absence of any occurrence  which would reasonably be expected to result
     in a material adverse effect on Westan; and

o    holders of not more than 5% of Westan's  common stock shall have  dissented
     from the merger in accordance with the Wyoming Business Corporation Act.

     Finally,  other  conditions,  including  compliance  with  representations,
warranties  and  covenants,  must be satisfied by Westan or waived by SKI and LZ
Acquisition  before  either SKI or LZ  Acquisition  is obligated to complete the
merger. Similarly,  compliance with additional  representations,  warranties and
covenants must be satisfied by SKI and LZ Acquisition or waived by Westan before
Westan is  obligated to complete the merger.  No party  anticipates  waiving any
condition to the merger. Proxies would not be resolicited from stockholders upon
the waiver of any of  representation,  warranty  or  covenant  unless the waiver
would be material to the voting decision of stockholders.

   Termination of the Merger Agreement (see page 58)

     Westan and SKI may agree at any time  (including any time after the special
meeting  but  before  consummation  of  the  merger)  to  terminate  the  merger
agreement. In addition, the merger agreement may be terminated:

o    by either  Westan or SKI if the merger is not  completed  by March 31, 2005
     unless such date is extended by the parties;

o    by either  Westan  or SKI if a court or  governmental  agency or  authority
     issues a non-appealable final ruling permanently restraining or prohibiting
     the merger or if a legal action is pending challenging the merger;

o    by  either  Westan  or SKI if the  merger  agreement  is not  adopted  by a
     majority of all  outstanding  shares of Westan or by SKI if holders of more
     than 5% of Westan's common stock dissent from the merger;

o    by either  Westan or SKI, if (x) there has been a breach by the other party
     of any representation or warranty contained in the merger agreement, or (y)
     there has been a breach of any of the covenants or agreements  set forth in
     the merger agreement on the part of the other party;

o    by Westan if, prior to receiving stockholder approval,  Westan receives and
     resolves  to accept a proposal  superior to the merger and pays SKI the fee
     described below under "Fees and Expenses"; or

o    by SKI, if the board of directors of Westan shall have failed to recommend,
     or shall have  withdrawn,  modified or amended in any material  respect its
     approval  or  recommendation  of,  the  merger,  shall have  recommended  a
     different acquisition proposal, shall have resolved to accept a proposal it
     deems  superior  to the  proposed  merger,  or shall  have  recommended  to
     Westan's  stockholders  that they tender their shares in an offer commenced
     by a third party.

     Acquisition Proposals (see page 23)

     The  merger  agreement   provides  that  neither  Westan  nor  any  of  its
representatives may take any action to initiate, solicit,  negotiate,  encourage
or provide  confidential  information to facilitate any proposal  competing with
the merger except as described below.

     Westan may, prior to receipt of  stockholder  approval of the merger and in
response to an  unsolicited  bona fide  written  offer which  Westan's  board of
directors determines,  in good faith and after consultation with the independent
financial  advisor to the special  committee,  would  reasonably  be expected to
result in a transaction  more  favorable to Westan's  unaffiliated  stockholders
than the merger:

o    furnish  confidential  or non-public  information  to, and negotiate with a
     potential acquirer;

o    terminate the merger agreement; and

o    enter into another  proposal  which  Westan's  board of directors,  in good
     faith, has determined is reasonably likely to be consummated.

     We have agreed to keep SKI  informed  of the status of any other  proposals
and negotiations.

     Fees and Expenses (see page 59)

     Each party will pay the costs and  expenses  incurred  by it in  connection
with the merger.

Westan will pay SKI a fee of $50,000 if:

o    prior to obtaining  stockholder  approval,  Westan  determines  to accept a
     proposal superior to the merger and terminates the merger agreement; or

o    Westan's  board of directors  fails to recommend  the merger  proposal,  or
     withdraws,  modifies or amends its recommendation or recommends a competing
     proposal; or

o    prior  to  the  special   meeting  a  competing   proposal  is   announced,
     stockholders do not approve the merger proposal and the announced  proposal
     is consummated within 12 months after termination of the merger agreement.

SKI will release Westan from loans made to Westan in the  approximate  amount of
$100,000 if SKI:

o    fails to consummate  the merger by March 31, 2005,  unless  extended by the
     parties,  if the  conditions  to SKI's  obligation to close the merger have
     been  satisfied  (other than such  conditions  not  satisfied  because of a
     breach of a  representation,  warranty or covenant of SKI or LZ Acquisition
     under the merger agreement).

     Any payment by Westan or SKI of the applicable fee or forgiveness described
above will constitute the other party's sole remedy for the circumstances giving
rise to that payment or forgiveness (see page 44).

Dissenters' Rights of Appraisal (see page 62)

     Any  stockholder  who does not wish to accept  the  $0.32  per  share  cash
consideration  in the merger has the right under Wyoming law to have his, her or
its  shares  appraised  by a  Wyoming  state  district  court.  This  "right  of
appraisal" is subject to a number of  restrictions  and technical  requirements.
Generally, in order to exercise appraisal rights, among other things:

o    you must not vote in favor of the merger agreement; and

o    you must make a written demand for appraisal in compliance with Wyoming law
     before the vote on the merger agreement.

     Merely voting against the merger  agreement will not preserve your right of
appraisal  under  Wyoming  law.  Annex C to this proxy  statement  contains  the
Wyoming  statute  relating to your right of appraisal.  Failure to follow all of
the steps  required  by this  statute  will  result in the loss of your right of
appraisal.

Financing of the Merger (see page 44)

     SKI will pay the cash consideration to Westan's  unaffiliated  stockholders
from funds to be obtained through borrowings from a bank.

Selected Consolidated Financial Data of Westan

     The following  table sets forth  selected  consolidated  financial data for
Westan and its  subsidiaries  as of and for each of the five years in the period
ended December 31, 2003,  and as of and for the nine months ended  September 30,
2003 and 2004.  No pro  forma  data  giving  effect  to the  proposed  merger is
provided  because  Westan  does not  believe  such  information  is  material to
stockholders  in evaluating  the proposed  merger since (1) the proposed  merger
consideration  is all cash and (2) if the  proposed  merger  is  completed,  the
common stock of Westan would cease to be publicly traded.

     The financial  information  for Westan as of and for each of the five years
in the period ended  December  31, 2003 has been  derived from the  consolidated
financial  statements  of Westan  which  have been  audited  by our  independent
certified public accountants. The financial information for Westan as of and for
the nine months  ended  September  30, 2003 and 2004 has been  derived  from the
unaudited  consolidated  financial statements of Westan which, in the opinion of
Westan's management,  include all adjustments  necessary for a fair presentation
of Westan's financial  position and results of operations.  All such adjustments
are of a normal recurring nature.  The results of operations for the nine months
ended September 30, 2004 are not necessarily  indicative of the results that may
be  achieved  for the  full  year,  and  cannot  be used to  indicate  financial
performance for the entire year. The following  financial  information should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operation" and the Consolidated Financial Statements of
Westan and the notes thereto  included in Westan's  Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2003,  and Quarterly  Report on Form 10-Q
for the period  ended  September  30,  2004 which are  enclosed  with this proxy
statement  and  incorporated  by  reference.  Also  please  refer to  "Available
Information."

                                                                     As of or for the
                                                                     Nine Months Ended
                                    As of or for the Year Ended        September 30,
                                    ----------------------------       -------------
                                            December 31,
                                            ------------
                           1999          2000          2001          2002          2003          2003          2004
                        -----------   -----------   -----------   -----------   -----------   -----------   -----------
Statements of Operations Data:
Gross revenues          $ 8,877,837   $10,017,284   $ 9,600,115   $ 9,803,306   $10,260,678   $ 8,762,208   $ 8,938,611
Nonoperating revenues             0             0             0     1,496,455             0             0             0
Total Revenues            8,660,995    10,017,284     9,600,115    11,299,761    10,260,678     8,762,208     8,938,611
Costs and expenses        9,585,701    10,254,637    10,136,435    10,221,836    10,722,651     8,199,900     8,816,970
Income (Loss) before
 taxes                     (707,864)     (237,353)     (536,320)    1,077,925      (461,973)      562,218       121,641
Provision for income
 taxes                            0             0             0             0             0             0             0
Minority interest           162,821        52,708       119,495       263,349       101,759       137,787        38,930
                        -----------   -----------   -----------   -----------   -----------   -----------   -----------
Net income              $  (545,043)  $  (184,645)  $  (416,825)  $   814,576   $  (360,214)  $   424,431        82,711
                        ===========   ===========   ===========   ===========   ===========   ===========   ===========
Income (Loss) per
 common share - basic
 and diluted            $     (0.06)  $     (0.02)  $     (0.04)  $      0.08   $     (0.04)  $      0.04   $      0.01
                        ===========   ===========   ===========   ===========   ===========   ===========   ===========

Fixed Charge:
Coverage ratio                0.266         0.699         0.336         2.934         0.050         2.685         1.341

One/One Coverage:
Ratio deficiency        $   707,864   $   237,353   $   536,320   $         0   $   461,973   $         0   $         0

Balance Sheet Data:
Current assets          $   840,423   $   883,234   $   836,198   $   967,961   $   896,026           N-A   $ 1,201,520
Property and equipment    9,374,111     9,487,802     9,254,166     8,908,204     9,016,325                   9,001,879
Other assets                638,608       612,244       513,643       465,949       497,873                   1,341,658
                        -----------   -----------   -----------   -----------   -----------                 -----------
Total assets            $10,853,142   $10,983,280   $10,604,007   $10,342,114   $10,410,224                 $11,545,057
                        ===========   ===========   ===========   ===========   ===========                 ===========

Current liabilities     $ 2,010,700   $ 1,808,133   $ 2,208,538   $ 2,374,492   $ 3,112,676                 $ 2,088,266
Long term liabilities     8,402,327     8,972,385     8,729,127     7,223,356     7,015,255                   9,052,859
Minority interest in
 subsidiary               2,071,635     2,018,927     1,899,432     2,162,780     2,061,021                   2,100,367
Shareholders' equity
 (deficit)               (1,631,520)   (1,816,165)   (2,233,090)   (1,418,514)   (1,778,728)                 (1,696,435)
                        -----------   -----------   -----------   -----------   -----------                 -----------
Total liabilities and
Shareholders' equity
 (deficit)              $10,853,142   $10,983,280   $10,604,007   $10,342,114   $10,410,224                 $11,545,057
                        ===========   ===========   ===========   ===========   ===========                 ===========
Book  value per common
 share (deficit)                                                                $     (0.18)                $     (0.17)
                                                                                ===========                 ===========




                                        THE PARTIES

Western Standard Corporation

     Westan was  organized as a Wyoming  corporation  in 1955 for the purpose of
engaging in the natural resources business, particularly uranium and oil and gas
exploration.  On November 2, 2004, we sold our minor  interests in our remaining
oil and gas leases,  which had been  providing only a minimal amount of revenue.
These properties were sold to an unaffiliated oil and gas company for $65,000.

     In 1971 and 1972 we acquired real estate,  including the Snow King ski area
in Jackson,  Wyoming.  Construction of a 204 room hotel and convention center on
the property  began in 1973,  became  operational  in 1976 and was  completed in
1977. In 1981, 50% of the Snow King property was sold to Pick-Jackson  Corp. and
the remaining 50% was transferred to two partnerships.

     In 1992 Snow King Resort,  Inc. ("SKRI")  reacquired the land, ski area and
the  hotel.  We  own   approximately  76%  of  the  voting  power  of  SKRI  and
approximately 39% of its common stock.  SKRI's operations have been consolidated
in our  financial  statements.  We have  essentially  no  operations or business
except for our ownership interest in SKRI.

     Our   properties,   which  we  call  the  Snow  King  Resort,   consist  of
approximately  52 acres of fee land and 404 acres of land leased from the United
States Forest  Service (370 acres) and the Town of Jackson,  Wyoming (34 acres).
We operate a hotel, ski area and conduct other recreational  activities on these
properties.  Our resort is located about six blocks from the Jackson Town Square
and about 10 miles from the Jackson Hole Airport.

     Our address is 400 East Snow King  Avenue,  Post Office Box 1846,  Jackson,
Wyoming 83001 and our telephone number is (307) 734-3177.

SKI and LZ Acquisition, Inc.

     Snow King  Interests  LLC ("SKI") is a Wyoming  limited  liability  company
organized  by Manuel  B.  Lopez and  James M.  Peck.  SKI was  formed to own and
conduct the business of Westan,  which will be a wholly-owned  subsidiary of SKI
following the merger. LZ Acquisition, Inc. is a Wyoming corporation and owned by
SKI. LZ  Acquisition,  Inc. was  organized for the sole purpose of effecting the
merger and will be merged with and into  Westan.  The address of both SKI and LZ
Acquisition is 4950 Beaver Pond Drive, Box 1131, Wilson, Wyoming 83014.



                         INFORMATION CONCERNING THE SPECIAL MEETING

Time, Place and Date

     This proxy  statement is furnished in connection  with the  solicitation by
the board of directors of proxies from Westan  stockholders for use at a special
meeting of  stockholders  to be held at 10:00 a.m.,  Mountain  Time,  on Friday,
February 25, 2005, at the Snow King Resort, 400 East Snow King Avenue,  Jackson,
Wyoming 83001, or at any adjournment or  postponement  thereof,  pursuant to the
enclosed Notice of Special Meeting of Stockholders.

Purpose of the Special Meeting

     At the  special  meeting,  the  stockholders  of  Westan  will be  asked to
consider and vote upon the approval of the merger agreement and the transactions
contemplated  thereby.  A copy of the merger agreement is attached to this proxy
statement as Annex A. Pursuant to the merger  agreement,  each outstanding share
of common stock other than (1) common  stock held by Messrs.  Lopez and Peck and
their  affiliates,  SKI  or  LZ  Acquisition,   or  (2)  common  stock  held  by
stockholders  who perfect  their  rights  under  Wyoming law to dissent from the
merger and seek a judicial  appraisal  of the fair value of their shares will be
converted into $0.32 per share, without interest.

     Based on the factors described below under "Special Factors--Recommendation
of  the  Special  Committee  and  Board  of  Directors"  and  on  the  unanimous
recommendation  of its  special  committee,  the  board of  directors  of Westan
recommends that stockholders vote "FOR" approval of the merger agreement and the
transactions contemplated thereby.

Record Date; Voting at the Meeting; Quorum

     The board has fixed the close of  business on January 7, 2005 as the record
date for the special  meeting.  Only  stockholders  of record as of the close of
business  on the record  date will be  entitled  to notice of and to vote at the
special meeting.

     As of the close of  business  on the record  date,  Westan had  outstanding
9,963,015  shares of its common  stock,  held of record by  approximately  3,500
registered  holders,  although Westan believes it has other beneficial owners of
its  common  stock.  Holders of the common  stock are  entitled  to one vote per
share.  The  presence  in  person  or by proxy of the  holders  of not less than
one-half of the voting power of the outstanding common stock entitled to vote at
the special meeting constitutes a quorum. Broker non-votes and shares present or
represented but as to which a stockholder  abstains from voting will be included
in determining whether there is a quorum at the special meeting.

Required Vote

     Under Wyoming law, the merger agreement must be approved by the affirmative
vote of the holders of a majority of the voting power of the outstanding  shares
of common stock.  The affirmative  vote of 4,981,508 shares of common stock will
be  necessary  to satisfy this voting  requirement.  Messrs.  Lopez and Peck and
their  affiliates  have  agreed  to vote  their  shares in  accordance  with the
majority of shares cast for or against the proposed  transaction by unaffiliated
stockholders  voting  in  person  or by proxy at the  special  meeting.  SKI and
Messrs. Lopez and Peck, and their affiliates,  currently own 5,438,213 shares of
common stock in the aggregate, representing approximately 54% of our outstanding
shares of common stock as of the Record Date.

     Because  Westan's merger agreement must be approved by the affirmative vote
of the holders of a majority of the voting  power of the  outstanding  shares of
common stock,  failure to return an executed  proxy card or to vote in person at
the special meeting or abstaining from the vote will  constitute,  in effect,  a
vote against approval of the merger agreement and the transactions  contemplated
thereby. Similarly, broker non-votes will have the same effect as a vote against
approval of the merger agreement and the transactions contemplated thereby.

Voting and Revocation of Proxies

     The  enclosed  proxy  card is  solicited  on  behalf of  Westan's  board of
directors.  The giving of a proxy does not  preclude the right to vote in person
should  any  stockholder  giving  the  proxy  so  desire.  Stockholders  have an
unconditional  right to revoke  their  proxy at any time prior to its  exercise,
either by filing with Westan's secretary at Westan's principal executive offices
a written  revocation or a duly executed proxy bearing a later date or by voting
in person at the special  meeting.  Attendance  at the special  meeting  without
casting a ballot  will not, by itself,  constitute  revocation  of a proxy.  Any
written notice revoking a proxy should be sent to  Computershare  Trust Company,
Inc., Post Office Box 1596, Denver, Colorado 80201.

Action to be Taken at the Special Meeting

     All shares of common stock  represented at the special  meeting by properly
executed proxies received prior to or at the special meeting,  unless previously
revoked,   will  be  voted  at  the  special  meeting  in  accordance  with  the
instructions on the proxies. Unless contrary instructions are indicated, proxies
will be voted FOR the  approval  of the merger  agreement  and the  transactions
contemplated  thereby.  As explained below in the section entitled  "Dissenters'
Rights of  Appraisal,"  a vote in favor of the merger  agreement  means that the
stockholder  owning  those  shares  will not have the right to dissent  and seek
judicial appraisal of the fair value of such stockholder's  shares.  Westan does
not know of any  matters,  other  than as  described  in the  Notice of  Special
Meeting of Stockholders,  which are to come before the special  meeting.  If any
other  matters are  properly  presented at the special  meeting for action,  the
persons named in the enclosed  proxy card and acting  thereunder  generally will
have  discretion to vote on such matters in accordance with their best judgment.
Pursuant  to our bylaws,  any  adjournment  of the  special  meeting may be made
without notice,  other than by an announcement  made at the special meeting,  by
approval of the holders of a majority  of the shares of  Westan's  common  stock
present in person or represented by proxy at the special meeting, whether or not
a quorum exists.  The proposal  granting to the proxies the authority to vote to
adjourn the special  meeting to satisfy  conditions to the closing of the merger
agreement  must be  approved  and  adopted by the  holders of a majority  of the
shares of our  common  stock  present in person or  represented  by proxy at the
special  meeting.  Although  it is not  currently  anticipated,  the most likely
reason for adjournment would be to solicit additional votes to approve and adopt
the merger agreement and to authorize the merger.

Proxy Solicitation

     Westan is requesting that banks, brokers and other custodians, nominees and
fiduciaries forward copies of the proxy material to their principals and request
authority  for the execution of proxies.  Westan may reimburse  such persons for
their expenses in so doing. In addition to the  solicitation of proxies by mail,
the  directors,  officers  and  employees  of Westan and its  subsidiaries  may,
without  receiving any additional  compensation,  solicit  proxies by telephone,
telefax, telegram or in person.

     No person is authorized to give any information or make any  representation
not contained in this proxy statement, and if given or made, such information or
representation should not be relied upon as having been authorized.

     Westan stockholders should not send any certificates representing shares of
common stock with their proxy card. If the merger is consummated,  the procedure
for the exchange of certificates  representing shares of common stock will be as
set forth in this proxy statement. See "The Merger Agreement--The Exchange Fund;
Payment  for Shares of Common  Stock" and "The  Merger  Agreement--Transfers  of
Common Stock."


                                      SPECIAL FACTORS

Background of the Merger

     As discussed  above,  Westan developed and built the Snow King Resort hotel
and convention  center  facilities and has operated the resort,  either alone or
with partners,  during the last 27 years.  Westan owns  approximately 76% of the
voting common stock and  approximately  39% of the total stock (including common
and preferred) of Snow King Resort,  Inc. ("SKRI") which in turn owns all of the
resort's  operating  assets  and  approximately  52  acres of fee  land.  SKRI's
operations  over the years have  largely been  unprofitable,  except in the year
2002 when the sale of real estate lots turned an operating  loss into net income
for that year.  See  Westan's  Annual  Report on form  10-KSB for the year ended
December  31, 2003 and its  Quarterly  Report on Form 10-QSB for the nine months
ended September 30, 2004, both included with this proxy  statement,  for further
discussion of Westan's business and results of operations.

     Given its history of losses and  sizeable  debt  burden,  Westan  sought to
attract  a buyer  for the SKRI  assets in 2001.  In the  summer of 2001,  Westan
engaged the real estate brokerage firm of Sonnenblick-Goldman Company to prepare
a presentation  which included  SKRI's assets and  approximately  8 acres of fee
land owned by others contiguous to or near the Snow King resort. Westan believed
the larger package might offer a more attractive  development  opportunity for a
large,  well  capitalized  company.  On November 13,  2001,  Sonnenblick-Goldman
summarized  the results of its  marketing  efforts in a letter to Westan:  three
persons inspected the property,  one person submitted a letter of intent subject
to several  conditions  but covering only a part of the property,  seven persons
submitted letters indicating an interest (two of whom made verbal offers) and 74
persons declined the opportunity. The one person submitting a one page letter of
intent  indicated  an offer of $11 million for the fee simple  interest  and the
leasehold  interest in the events center owned by the Town of Jackson.  A verbal
offer of $9 million from another party for the same fee and leasehold properties
was  relayed  to Westan by  Sonnenblick-Goldman.  The other  parties  submitting
letters  of  interest   suggested   various  things:   a  management   agreement
arrangement, a joint venture, a vacation time share development, and a potential
debt or equity investment in a buyer or in a joint venture. There were no offers
for the entire  package  as  presented  by  Sonnenblick-Goldman.  After  careful
consideration  by  Westan's  board  of each  indication  of  interest,  and some
follow-up  by  Sonnenblick-Goldman,  it was  determined  that the  consideration
offered  or  discussed  was  inadequate  and,  after  payment  of debt and other
expenses,  would leave Westan  stockholders  with little or nothing.  Also,  the
board  determined  that  the  other  proposals  discussed  involving  management
agreements,  joint ventures and proposals  involving only select portions of the
properties would not enhance Westan's stockholders' values.

     Given the results of Sonnenblick-Goldman's marketing efforts, the fact that
no  indications of interest have been received  since,  and the fact that Westan
owns only 39% of the common stock of the operating  entity, it concluded that it
had few, if any, viable strategic alternatives to enhance stockholder's value.

     In 2003,  Stanford E. Clark,  President  of Westan  until  January 6, 2004,
turned 86 years of age. He indicated to Manuel B. Lopez, President of SKRI, that
he wished to retire and sell his stake in Westan  which  consisted  of 1,847,018
shares or  approximately  18.5% of Westan's  outstanding  common stock.  Several
months of negotiations  concluded in November 2003, when Mr. Lopez agreed to buy
Mr. Clark's Westan shares for approximately $535,000 or $0.29 per share.

     Mr. Lopez then began to consider  ways he might arrange for the purchase of
Westan  shares held by  unaffiliated  stockholders.  He  approached  Mr. Peck, a
stockholder  and fellow director of Westan.  Mr. Lopez began this  consideration
because  he  believed  that if  fiduciary  duties  to public  stockholders  were
eliminated,  conflicts  of  interest  which would  otherwise  hamper or preclude
future conflicted transactions and master development of SKRI's properties,  and
perhaps smaller land positions owned in part by him and by unaffiliated persons,
would be significantly  reduced.  Further, he believed that he had the financial
ability  to  purchase  the  Westan  shares  held by  unaffiliated  stockholders.
Finally,  Westan's lenders were unwilling to continue to extend credit to Westan
and SKRI given  their  precarious  financial  position  and  operational  issues
without personal guarantees of Messrs.  Lopez, Peck and others. At present,  Mr.
Lopez  and  his  wife  are   guarantors  of   $6,425,000   in  mortgage,   land,
infrastructure  and  construction  loans to  SKRI.  Mr.  Lopez  is  increasingly
reluctant to continue to provide personal guarantees to SKRI, to benefit Westan,
a publicly-held company.

     In July,  2004, Mr. Lopez formed SKI and employed legal counsel to consider
the  proposed  purchase  of  shares  from  Westan's  unaffiliated  stockholders.
Westan's board of directors formed a special committee  consisting of Mr. Clark,
its only  independent  director.  Mr. Clark  engaged  legal counsel and Ehrhardt
Keefe Steiner & Hottman PC ("EKS&H") an accounting  and financial  advisory firm
to assist in his efforts to obtain a fair value for the shares of Westan held by
unaffiliated  stockholders.   The  financial  advisor  engaged  by  the  special
committee had begun to conduct preliminary analyses in July 2004 when two of its
principals  visited the  Jackson,  Wyoming  area and the Snow King  Resort.  The
principals  met with Mr.  Lopez who  showed  them the Snow  King and  contiguous
properties  and they  talked in general  terms  about  hotel  operations,  local
development  and  related  matters.  No  discussions  with  regard  to values or
valuations occurred. Again, in August 2004 a principal and an associate of EKS&H
visited  Jackson,  Wyoming to obtain a more in-depth  understanding of SKRI, its
operations  and  properties.  During this visit,  EKS&H  retained Rocky Mountain
Appraisals,  a well known local real estate  appraisal  firm to assist it in its
various  analyses.  There were no discussions as to value or valuation of SKRI's
properties. During this period, a form of Agreement and Plan of Merger which was
prepared by SKI and its counsel and  presented to the special  committee and its
counsel and financial advisor.  There was no price mentioned in the draft merger
agreement.

     A  conference  was held on  September  10,  2004 at the  offices  of EKS&H.
Attending  were  representatives  of that  firm,  Mr.  Lopez and  legal  counsel
representing SKI and legal counsel representing the special committee. A general
discussion  ensued in which Mr. Lopez explained the  capitalization of SKRI, the
relative rights of the Class A and Class B common  stockholders  and the Class A
preferred stockholders. Westan owns 12,000 Class B common shares which represent
approximately  76% of the  voting  power  of SKRI and  approximately  39% of its
equity  ownership.  Mr. Lopez noted that Westan's 39% ownership of SKRI would be
critical  in  the  valuation  of  Westan's  shares.  EKS&H  then  discussed  the
methodology it intended to use in preparation of its valuation report. That firm
advised  the group that it believed  that a sales or  liquidation  valuation,  a
discounted cash flow analysis,  and a comparable company analysis appeared to be
appropriate.  EKS&H also advised  that it would take  several  weeks to complete
work necessary to render a preliminary  evaluation to the special  committee and
its  counsel.  The parties  agreed to keep in touch,  to provide any  additional
information and to arrange a meeting to discuss the results of EKS&H work.

     On  October  14,  2004,  a meeting  was held at the  offices  of EKS&H.  In
attendance were  representatives of EKS&H, counsel to the special committee (Mr.
Clark, the sole member of the special committee was available by telephone). Mr.
Lopez  and  counsel  to  SKI.  The  purpose  of the  meeting  was to  receive  a
preliminary  report  from  EKS&H in order to enable  the  special  committee  to
determine  whether it wished to pursue a transaction  with SKI and to enable SKI
to decide whether it wished to pursue a transaction with Westan.

     EKS&H  discussed  the nature and scope of its work to date,  the  appraisal
information it had received from Rocky Mountain Appraisals, the Jackson, Wyoming
real estate appraiser it had engaged, the valuation methodologies it intended to
use if a transaction were to be proposed and a range of preliminary  valuations.
EKS&H stated that its work to date was  preliminary  only and subject to further
work and refinement.

     EKS&H  informed the group that using an asset based,  sale and  liquidation
model,  the aggregate net value  attributable to stockholders of Westan would be
$3.2 million or $0.32 per Westan share. Using a discounted cash flow model EKS&H
estimated  an aggregate  valuation  of $1.6 million or $0.16 per share.  Using a
comparable  company  transaction,  EKS&H  estimated an aggregate  valuation from
$1.57  million to $3.4 million or between  $0.157 and $0.34 per share.  Based on
all of its analyses,  EKS&H stated that its preliminary  conclusion  indicated a
net valuation (after tax of $225,000) of $3.2 million or $0.32 per Westan common
share.  EKS&H cautioned that these  preliminary  estimations were for discussion
purposes only and that they could change if it were  directed to fully  complete
its work.

     Also at this  October 14, 2004  meeting,  counsel to SKI outlined the legal
methodology  of a typical  going  private,  or management  buyout,  transaction.
Counsel  stated that SKI would form a transitory  wholly owned  subsidiary  that
would be merged with and into Westan with Westan as the  surviving  corporation.
All  stockholders  except  Messrs.  Lopez and Peck would  receive cash for their
shares  and Westan  would be a wholly  owned  subsidiary  of SKI.  Counsel  also
discussed  the  advisability  of a fiduciary out  provision  enabling  Westan to
accept a better offer. In that connection, counsel stated that a break-up fee is
customarily  demanded by the Buyers to compensate  for their time,  effort,  and
expense should a better offer be accepted,  but that the break-up fee should not
be so large as to discourage other possible buyers. Counsel stated that it would
be appropriate to consider  compensation  payable to Westan should the Buyers be
unable to perform. Finally, counsel to the special committee stated that because
of the number of shares owned and controlled by Messrs. Lopez and Peck and their
potential  conflict  of  interest,  a  plan  of  neutralized  voting  should  be
considered,  which would obligate Messrs. Lopez and Peck to vote their shares in
accordance  with the  majority  of shares  cast for or against  the  proposal by
unaffiliated stockholders.

     SKI indicated that it would take EKS&H's preliminary work under advisement,
along with the issues  raised by  counsel,  and if it wished to  proceed,  would
either propose a transaction to Westan's special  committee,  or not, within one
month.

     On  November  10,  2004,  a meeting  was  convened  to  discuss a  possible
transaction.  Persons present at that meeting were Mr. Clark, the sole member of
the special committee,  the special  committee's  counsel and representatives of
the special committee's  financial advisor,  EKS&H,  Messrs.  Lopez and Peck and
SKI's legal counsel.  Messrs.  Clark,  Lopez and Peck were also present in their
capacities as directors of Westan.  Messrs.  Lopez and Peck had previously fully
disclosed  the nature and extent of their  personal  interest  in SKI and in the
proposed merger to the board of directors. The members of the board of directors
discussed the merger agreement,  asked questions of counsel, and agreed that the
material issues presented in the previous discussions (i.e.,  primarily break-up
fees, expense  reimbursements,  and neutralized  voting) had been satisfactorily
resolved.

     EKS&H presented to the board and special  committee a report discussing the
methods and results of EKS&H's valuation work. The valuations indicated by EKS&H
ranged from a low of $0.157 per share of Westan to a high of $0.34, depending on
the method of valuation used. Considering all methods of analyses,  EKS&H stated
that the asset  based and  liquidation  sale  approach  appeared  to be the most
objectively  determinable and accordingly  indicated a valuation of $3.2 million
net after taxes of $225,000 or  approximately  $0.32 per share of Westan  common
stock.

     Mr.  Lopez  stated  that SKI would be willing  to offer  $0.30 per share to
unaffiliated  stockholders of Westan pursuant to the terms and conditions of the
merger agreement. He noted that this was one cent more per share than the amount
he paid for Mr. Clark's large block of shares in November 2003.

     Messrs. Lopez, Peck and SKI's legal counsel were asked to temporarily leave
the meeting while Mr. Clark, the member of the special committee, conferred with
its legal  counsel  and the  representatives  of EKS&H.  The  special  committee
believed the comparable company valuation approach,  which indicated such a wide
range of values from  approximately  $0.16 per share to approximately  $0.34 per
share,  might not be as reliable as the asset-based  valuation  approach,  which
yielded a net valuation of approximately $0.32 per share.  Likewise, the special
committee  believed  that the market  value  approach was not as reliable as the
asset-based  approach  because  of the  sporadic,  illiquid  market in  Westan's
shares.  And finally,  the special committee did not believe the discounted cash
flow  analysis,  which  was  projected  out  to  2014,  was as  reliable  as the
asset-based  approach  because of Westan's  history of operating  losses and its
probable lack of ability to provide its share of requisite future financing.

     The meeting of the board and special committee was subsequently  reconvened
and counsel to the special committee  indicated that the special committee would
feel more  comfortable  if SKI's  offer  could be raised to the top of the range
indicated in EKS&H's asset based and  liquidation  sale valuation  approach,  or
$0.32 per share.  Messrs.  Lopez and Peck stated that they were willing to raise
SKI's  offer  to  $0.32  per  share   payable  only  to  Westan's   unaffiliated
stockholders.

     EKS&H  then   delivered  to  the  special   committee   its  oral  opinion,
subsequently  confirmed in a written opinion dated as of November 15, 2004, that
as of that date and based on the assumptions  made,  matters  considered and the
limitations on the review  undertaken as described in the written  opinion,  the
$0.32 per share merger  consideration was fair from a financial point of view to
the  unaffiliated  stockholders  of Westan.  The  opinion  was  premised  on the
material terms of the November 10, 2004 draft of the merger agreement which were
not  altered by any  subsequent  changes  in the final  merger  agreement  dated
November 15, 2004.

     After  considering  among other  things the  factors set forth  immediately
below under the caption  "Recommendation  of the Special  Committee and Board of
Directors;  Fairness of the  Merger,"  and  EKS&H's  oral  opinion,  the special
committee  determined  that the merger of LZ  Acquisition  with and into Westan,
with Westan as the surviving  corporation,  was in the best  interests of Westan
and  its  unaffiliated   stockholders  and  that  the  $0.32  per  share  merger
consideration  was fair to Westan's  unaffiliated  stockholders.  Counsel to the
special  committee  made  it  clear  that  the  merger  agreement  provides  for
neutralized  voting so that  Messrs.  Lopez and Peck will be  obligated  to vote
their shares in accordance with the majority vote of unaffiliated  stockholders.
The special  committee  approved the merger  agreement and recommended  that the
board determine that the merger is advisable and in the best interests of Westan
and its unaffiliated  stockholders and that the merger  consideration is fair to
the unaffiliated  stockholders.  The special committee also recommended that the
board approve the merger  agreement and determine to submit the merger agreement
to Westan's  stockholders and recommend that its stockholders  vote to adopt the
merger agreement.

     The board of Westan  held a meeting  on  November  10,  2004.  The  special
committee  discussed the information and oral opinion  provided by EKS&H and the
draft merger agreement with SKI. Therefore, considering, among other things, the
recommendation  of the special  committee  as more fully  discussed  immediately
below, the board of directors,  with Messrs.  Lopez and Peck participating after
fully  disclosing  their  conflicting  interest  in  the  proposed  transaction,
determined   that  the  merger  and  merger   agreement  and  the   transactions
contemplated  therein  were  advisable,  fair to and in the  best  interests  of
Westan's  unaffiliated  stockholders.  It was resolved that the merger agreement
should be signed as soon as possible to become effective on Monday, November 15,
2004.

Recommendation of the Special Committee and Board of Directors; Fairness of the Merger

      Special Committee

      Factors Supporting Decision to Approve the Merger.

     In recommending approval of the merger agreement and the merger to the full
board of directors on (as described above),  the special committee  considered a
number of factors.  The  material  factors,  both  negative  and  positive,  are
summarized below.

     The material positive factors include:

o    Market Price and Premium.  The special  committee  considered the fact that
     the merger would provide Westan's unaffiliated  stockholders with a premium
     for their  shares  compared to the market  price of Westan's  common  stock
     because (1) the $0.32 per share to be  received  by  Westan's  unaffiliated
     stockholders in the merger would exceed by $0.17 (113%) the highest closing
     price of $0.15 per share of  Westan's  common  stock,  as quoted on the OTC
     Bulletin  Board for the period from  January 1, 2004 to November  15, 2004;
     (2) the $0.32 per share  represented  a 167%  premium to the $0.12  closing
     price of the shares of common stock on November 15, 2004,  the day prior to
     the  public  announcement  of SKI's  proposal;  and (3) the $0.32 per share
     represented a 248% premium to the average bid price of $0.092 per share for
     the period between January 1, 2003 and November 15, 2004;

o    Advantage  of  Liquidity  Given  Public  Company  Limitations.  The special
     committee  considered  the  limitations  Westan  suffered  and would likely
     continue  to suffer as a public  company,  including  its  limited  trading
     volume, lack of institutional  sponsorship,  low public float, small market
     capitalization,  and complete lack of research attention from analysts, all
     of which  adversely  affect the trading  market for and the value of Westan
     common stock in view of the liquidity offered by the merger;

o    Increasing  Competition.  The special  committee  considered the increasing
     competition  faced by the Snow King Resort in Jackson,  Wyoming,  including
     two large developments that were opened or expanded in Jackson,  Wyoming in
     2002 and 2003, and that such competition  could  potentially erode Westan's
     market share, making it a good time to consider alternatives to maintaining
     and operating Westan as a publicly held company;

o    Transaction  Value in Excess of Public Company Value. The special committee
     considered the risks and factors identified above which are associated with
     remaining an independent public company and the special  committee's belief
     that the proposed  transaction  values Westan's  prospects more highly than
     would the public markets for the foreseeable future;

o    Presentations of the Financial  Advisor.  The special committee  considered
     the presentations and opinion of EKS&H as to the fairness, from a financial
     point of view, of the merger consideration to the unaffiliated stockholders
     of Westan;

o    Financial  Condition  and  Operating   Prospects.   The  special  committee
     considered  its  knowledge  of  Westan's  business,   operations,   assets,
     financial  condition,  operating  results  and  prospects,  in light of the
     premium offered under the terms of the merger agreement  including Westan's
     history of continued  operating  losses and  substantial  indebtedness  and
     interest costs;

o    Debt Guarantees. Manuel B. Lopez and James M. Peck have, along with others,
     guaranteed bank debts on behalf of Westan and its subsidiaries. The special
     committee  was aware that these  persons have no  obligation to continue to
     guarantee  any future  debts and their  refusal to do so could  result in a
     highly material adverse effect on Westan's consolidated financial position;

o    Form of Merger  Consideration.  The special  committee  considered the fact
     that the  consideration  to be  received by  Westan's  stockholders  in the
     merger will consist entirely of cash, providing  stockholders with complete
     liquidity of their investment;

o    Effect of  Termination  Fee. The special  committee  considered the $50,000
     termination fee payable to SKI if the merger agreement  terminated  because
     of, among other things, the board of directors' withdrawal or modification,
     in a manner  adverse  to SKI,  of its  recommendation  of the merger or its
     recommendation  of  an  alternative  transaction,   or  its  entry  into  a
     definitive  agreement for an alternative  transaction,  and determined that
     the  termination  fee was low enough  that it should not unduly  discourage
     superior third-party offers; and

o    Absence of a Financing Out. The special committee  considered the fact that
     if SKI is  unable  to  obtain  the  financing  necessary  to  complete  the
     transaction,  it could not  unilaterally  terminate  the  merger  agreement
     without consequence, thereby making the proposed transaction more likely to
     occur.  Any failure to obtain  financing would entitle Westan to liquidated
     damages of up to $100,000 in the form of  forgiveness of loans and advances
     made by SKI to Westan to fund Westan's legal,  financial  advisory fees and
     other  costs   incurred  in  pursuing  the  proposed   merger  and  related
     stockholder's meeting.

      Factors Detracting From Decision to Approve the Merger.

     The  special  committee  also  considered  a  variety  of risks  and  other
potentially  negative  factors  concerning  the merger.  The  material  negative
factors consist of:

o    Limited  Ability to Entertain  Proposals From Other Potential  Buyers.  The
     special  committee  considered  the fact that the merger  agreement,  which
     generally  prohibits  Westan  from  entertaining  any  proposal  that would
     compete  with the  merger,  does permit  Westan to consider an  unsolicited
     acquisition  proposal and to modify or withdraw its  recommendation  of the
     merger or recommend an alternative  acquisition  proposal and terminate the
     merger agreement,  if the board of directors  determines after consultation
     with its financial  advisors that the  alternative  proposal  would be more
     favorable to the Westan stockholders;

o    Lack of Significant Bidding Process.  The special committee  considered the
     fact that,  though Westan had engaged a national real estate brokerage firm
     to "test  the  waters"  in 2001,  in  connection  with the  possibility  of
     strategic   alternatives,   Westan  did  not  initiate  a  process  whereby
     potentially  interested  third  parties were  engaged in an active  bidding
     process for ownership of Westan or the sale of SKRI's assets;

o    Taxation of Merger Consideration. The special committee considered that the
     transaction would be a taxable event to Westan's unaffiliated  stockholders
     for federal income tax purposes which could have an adverse impact on those
     with a tax basis of less than $0.32 per share;

o    Loss of Equity Interest.  The special committee considered the fact that if
     the merger is  consummated,  Westan's  unaffiliated  stockholders  will not
     participate  in the  future  growth  of  Westan.  Because  of the risks and
     uncertainties  associated  with  Westan's  future  prospects,  the  special
     committee  concluded  that the merger was  preferable to preserving for the
     holders of such stock a speculative potential future return; and

o    Interests of Certain  Parties.  The special  committee also recognized that
     SKI,  owned  and  controlled  by  Messrs.  Lopez and  Peck,  would  have an
     opportunity, subject to the risks of Westan's business, to benefit from any
     increases  in the  value  of  Westan  following  the  merger.  The  special
     committee recognized that this represented a conflict between the interests
     of SKI and Westan's unaffiliated stockholders.

     Federal   securities  laws  require   disclosure  of  whether   transaction
participants  considered  specified  factors in evaluating a transaction such as
the merger.  For the reasons  described below, the following factors in addition
to the positive and negative factors discussed above were also considered by the
special committee:

o    Liquidation Value and Merger Consideration.  The special committee believed
     that the  liquidation  value as  estimated  by EKS&H  was a  somewhat  more
     persuasive analysis than other methods, because it seemed to provide a more
     immediate  and  objective   value  with  fewer  attendant  risks  than  the
     longer-term valuation analysis provided by the discounted cash flow method.
     The special  committee  further  recognized  that the merger  consideration
     offered  was equal to  EKS&H's  estimate  of value  under  the  liquidation
     method;

o    Relationship  Between Merger  Consideration and Net Book Value. The special
     committee  did not  consider  whether the merger  consideration  offered to
     Westan's  unaffiliated  stockholders  constitutes fair value in relation to
     the net book value of Westan, because Westan has a negative book value;

o    Going Concern Value. The special  committee did not consider Westan's going
     concern value as persuasive as its liquidation value, since it has suffered
     operating losses for several years, except in the year 2002 when net income
     was achieved  through the sale of an asset; and since it would be difficult
     for Westan to provide its share of requisite future financing; and

o    Relationship Between Merger Consideration and Recent Acquisitions of Westan
     Stock. The special committee  considered  whether the merger  consideration
     offered to Westan's  unaffiliated  stockholders  constitutes  fair value in
     relation to the prices paid by Westan or SKI or any of their  affiliates in
     connection  with purchases of Westan's  common stock by any of such persons
     during the last two full fiscal years of Westan,  and  determined  that the
     merger   consideration   was  about  10%  more  than  that   negotiated  at
     arm's-length  by Mr.  Clark,  a director  of Westan and sole  member of the
     special  committee,  in the sale of his large block of Westan shares to Mr.
     Lopez in November, 2003.

     The foregoing  discussion of the information and factors  considered by the
special  committee  is not meant to be  exhaustive,  but  includes  all material
factors,  both  positive and negative,  considered  by the special  committee to
support its decision to recommend  the approval of the merger  agreement  and to
determine that the transactions  contemplated  thereby are in the best interests
of Westan and fair to Westan's unaffiliated stockholders.  The special committee
did not  assign  relative  weights  or other  quantifiable  values  to the above
factors;  rather, the special committee viewed its position and  recommendations
as being based on the totality of the  information  presented to and considered,
and that on  balance,  the  positive  factors  discussed  above  outweighed  the
negative factors discussed above.

     The special  committee  believes that the merger  consideration is fair, in
part,  based on the opinion of EKS&H as to the fairness,  from a financial point
of view, of the proposed transaction. The analysis underlying the EKS&H opinion,
which was expressly adopted by the special committee, is summarized below.

     The special  committee  also  believes the process it followed in approving
the merger agreement was procedurally fair because:

o    the special committee  consisted of an independent  director who was not an
     officer or controlling stockholder of Westan;

o    the member of the special  committee will not  personally  benefit from the
     consummation of the merger contemplated by the merger agreement;

o    the special committee  retained  independent  legal and financial  advisors
     that assisted it in its evaluation of the SKI proposal; and

o    the special  committee  and its counsel  insisted on a voting  process that
     required  SKI and its  affiliates  to vote their  shares for or against the
     merger  proposal in  accordance  with the majority of  unaffiliated  Westan
     stockholders.

     Board of Directors of Westan

     The board  formed  the  special  committee  to act  solely on behalf of the
unaffiliated  stockholders of Westan for purposes of considering and negotiating
the merger agreement and related matters. The board appointed Stanford E. Clark,
its only  independent  director,  to the special  committee.  Mr. Clark had been
associated with Westan for  approximately  30 years as an officer,  director and
former  stockholder.  After  formation  of the  special  committee,  the special
committee retained EKS&H as its financial advisor and EKS&H provided its opinion
to the special  committee as to the fairness  from a financial  point of view of
the  merger  consideration  of $0.32  cash per  share to  Westan's  unaffiliated
stockholders as of November 15, 2004,  subject to the  limitations,  assumptions
and qualifications stated therein.

     The board reviewed each of the factors  presented by the special  committee
as described above and considered the special committee's process and actions in
arriving at its recommendation to the board. In reaching its determination,  the
board  considered  the  special  committee's  determinations,   recommendations,
approval of the merger  agreement,  and  declaration  of the merger  agreement's
advisability.  It also  carefully  considered  the report and  fairness  opinion
delivered by EKS&H to the special committee. The board, however, did not attempt
to determine what weight should be given to each of the factors described above.

     Westan is undertaking the transaction  with SKI at this time as a result of
the special committee's  consideration of the factors outlined above relating to
the  limitations on Westan's growth as a public  company,  its recent  financial
performance,  its  substantial  bank  and  other  indebtedness,   the  need  for
continuing personal guarantees of that debt, the potential impact of competition
on  its  future  prospects,  the  long-standing  concerns  of the  entire  board
(including the special  committee)  regarding the continuing  depressed price of
Westan's common stock, the weakness in the market for its stock, and because the
$0.32 per share  offered by SKI at this time  represents a  substantial  premium
over the price of Westan's  stock in the market at virtually any time during the
past several  years.  Westan is also  undertaking  the  transaction at this time
because  it does not have,  and  cannot  afford to  obtain,  the  financial  and
personnel  resources  to:  (1)  continue  to comply on a timely  basis  with its
periodic reporting  requirements under the Securities  Exchange Act of 1934; and
(2) become compliant during 2005 with Section 404 of the  Sarbanes-Oxley  Act of
2002.  In this  regard,  Westan  estimates  that the annual  expenses it pays in
connection with its public reporting  responsibilities  aggregate  approximately
$50,000. These expenses include fees of an outside accountant,  annual audit and
quarterly review fees of its independent  auditor,  legal fees, and edgarization
costs. Westan estimates, based on discussions with consultants, that Section 404
implementation costs could be an additional $50,000 or more.

     The board believes that sufficient procedural safeguards to ensure fairness
of the transaction and to permit the special committee to effectively  represent
the interests of the holders of Westan's unaffiliated stockholders were present,
and  therefore  there  was  no  need  to  retain  any  additional   unaffiliated
representative to act on behalf of Westan's unaffiliated stockholders. The board
reached this conclusion in view of:

o    the independent status of the member of the special  committee,  whose sole
     purpose  was  to  represent   the   interests   of  Westan's   unaffiliated
     stockholders; .

o    retention by the special  committee of independent  financial  advisors and
     legal counsel; .

o    the commitment of Mr. Lopez and Mr. Peck,  principals of SKI, to vote their
     shares and affiliates' shares  (approximately  54% of Westan's  outstanding
     shares) in accordance  with the majority of shares voted for or against the
     proposed merger transaction by unaffiliated stockholders; and .

o    the fact that the special  committee,  even though consisting of a director
     of Westan and  therefore  not  completely  unaffiliated  with Westan,  is a
     mechanism well  recognized  under  corporate law to provide for fairness in
     transactions of this type.

     The merger agreement was approved by the three members of Westan's board of
directors.  Neither  Westan nor SKI have made any  provision  to grant  Westan's
unaffiliated  stockholders  access to their corporate files or to obtain counsel
or appraisal services at their expense.

     The board  believes  that the merger is advisable and is fair to and in the
best interests of Westan and its unaffiliated  stockholders  and, based upon the
analysis  and the opinion of the special  committee's  financial  advisor as set
forth above (which the board expressly adopts) and on the  recommendation of the
special committee,  recommends to Westan's  unaffiliated  stockholders that they
vote FOR  approval of the merger  agreement  and the  transactions  contemplated
thereby.

SKI's Position as to the Fairness of the Merger to Unaffiliated Stockholders

     The SEC's rules require SKI and its principals to state whether it and they
believe the merger is fair or unfair to Westan's unaffiliated  stockholders,  to
indicate the extent,  if any, to which that belief is based on specific  factors
enumerated in the rules, and to specify, to the extent  practicable,  the weight
assigned to each such factor.

     Each of SKI, Mr. Lopez, and Mr. Peck (collectively the "Buyers") state that
it  and  they  believe  that  the  merger  is  fair  to  Westan's   unaffiliated
stockholders  based on the factors  supporting  its  fairness  set forth  below,
without  having  quantified  or  otherwise  assigned  relative  weights to those
factors:

o    The special  committee  considered  the fact that the merger would  provide
     Westan's unaffiliated stockholders with a premium for their shares compared
     to the market  price of  Westan's  common  stock  because (1) the $0.32 per
     share to be received by Westan's  unaffiliated  stockholders  in the merger
     would exceed by $0.17 (113%) the highest  closing  price of $0.15 per share
     of Westan's common stock as quoted on the OTC Bulletin Board for the period
     from  January  1,  2004 to  November  15,  2004;  (2) the  $0.32  per share
     represented  a 167%  premium  to the $0.12  closing  price of the shares of
     common stock on November 15, 2004, the day prior to the public announcement
     of SKI's  proposal;  and (3) a 248%  premium  to the  average  bid price of
     $0.092 per share for the period  between  January 1, 2003 and  November 15,
     2004;

o    The $0.32 per share  merger  consideration  exceeds  the per share net book
     value of Westan (which value is a deficit);

o    EKS&H has rendered its opinion to the special  committee that, based on and
     subject to the limitations,  assumptions and  qualifications  stated in the
     opinion, the $0.32 per share merger consideration is fair, from a financial
     point of view, to Westan's unaffiliated  stockholders (while the Buyers did
     not have the benefit of receiving, and are not entitled to rely on, EKS&H's
     opinion,  analysis or  presentation  to the special  committee,  the Buyers
     believe  that  the  rendering  of such  an  opinion  by a firm  of  EKS&H's
     expertise and reputation supports the fairness of the merger); and

o    The Buyers considered the $0.29 per share purchase price of Westan's common
     stock purchased by Mr. Lopez from Mr. Clark in November,  2003; none of the
     Buyers purchased any other shares of Westan in the last two years.

     Each of SKI,  Mr.  Lopez,  and Mr. Peck state that it and they  believe the
merger is procedurally fair to Westan's unaffiliated stockholder because:

o    Westan's board of directors  took effective  steps to ensure the procedural
     fairness  of  the  merger,  by  the  formation  of an  independent  special
     committee  to  consider  and   negotiate   solely  on  behalf  of  Westan's
     unaffiliated stockholders the price and terms of the transaction, including
     specifically  the special  committee's  retention of independent  legal and
     financial advisors; and

o    The Buyers agreed to a requirement  that approval of a majority of Westan's
     unaffiliated  stockholders  who vote be  obtained  in order to  effect  the
     merger and considered that as a factor  supporting the procedural  fairness
     of the merger.

Benefits and Detriments of the Merger

     To Westan's Unaffiliated Stockholders

     Westan and SKI believe  that the primary  benefit of the merger to Westan's
unaffiliated stockholders is the realization of the value of their investment in
Westan in cash at a price that represents a substantial premium over current and
historical  market prices for the Westan common stock.  In addition,  the merger
will  eliminate  the risk to those  stockholders  of a  possible  future  market
decline or complete loss of value of Westan's common stock.

     The primary detriment of the merger to Westan's  unaffiliated  stockholders
is that they will cease to  participate  in any future  earnings of Westan or to
benefit  from any  increase in Westan's  value.  In  addition,  each of Westan's
unaffiliated  stockholders  will recognize a taxable gain on consummation of the
merger if and to the extent  that the amount of cash he, she or it  receives  in
the merger  exceeds his,  her or its tax basis in his, her or its Westan  common
stock. Westan is also committed to pay various fees and expenses associated with
the merger and if it does not occur, the approximate $100,000 liquidated damages
fee SKI may have to pay to Westan may not fully compensate it for those expenses
and diversions of management time expended in the merger effort.

     To the Buyers and Westan

     The primary benefit to SKI of the merger is that it will participate in all
of any future  earnings of Westan and will benefit from any increase in Westan's
value.  SKI  believes  that Westan will  benefit from the merger by gaining more
operating  flexibility,  because it will no longer need to  consider  the public
trading market or potential conflicts of interest, and by reducing its operating
and  administrative  costs  because  of a  reduction  in  its  public  reporting
obligations  arising  principally  from its equity  securities  being  privately
rather than publicly held after the merger.

     The  Buyers  have   guaranteed   certain  bank  debts  of  Westan  and  its
subsidiaries,  generally for no consideration. They believe it is inequitable to
continue to  personally  guarantee  debts of a public  company and believe  that
inequity would be ameliorated if the merger occurs.

     The primary  detriments of the merger to SKI and Westan are the cash outlay
required to pay the merger consideration,  and diminution of Westan's ability to
use Westan common stock as currency for acquisitions,  capital-raising  efforts,
incentive option or other purposes.

Opinion of Financial Advisor to the Special Committee

     The special committee engaged EKS&H to provide financial  advisory services
to the special  committee in connection with its  consideration  of the proposed
merger. Pursuant to its engagement, EKS&H rendered an opinion as to the fairness
from a financial point of view of the consideration to be received in the merger
by  stockholders  of Westan,  other than the Buyers,  SKI, LZ  Acquisition,  and
affiliates of the Buyers. See Annex B for a copy of the full opinion.

     On  November  10,  2004,  at a meeting  of the  special  committee  held to
evaluate the proposed merger,  EKS&H delivered to the special committee its oral
opinion,  subsequently  confirmed in a written  opinion dated as of November 15,
2004, that as of that date and based on the assumptions made, matters considered
and the limitations on the review  undertaken  described in the written opinion,
the merger  consideration to be paid in connection with the merger was fair from
a financial point of view to the stockholders of Westan.

     You should  consider  the  following  when  reading the  discussion  of the
opinion of EKS&H in this document:

o    We urge you to read  carefully  the entire  opinion of EKS&H,  which is set
     forth in Annex B to this proxy statement.

o    The EKS&H opinion was prepared for the information of the special committee
     in connection  with its  evaluation of the merger and does not constitute a
     recommendation to the stockholders of Westan as to how they should vote, or
     take any other action, with respect to the merger.

o    The EKS&H opinion did not address the relative merits of the merger and the
     other business  strategies  that Westan's board of directors has considered
     or may be  considering,  nor does it address  the  decision  of the special
     committee or Westan's board of directors to proceed with the merger.

     The EKS&H  opinion was  necessarily  based upon market,  economic and other
conditions  that were in effect on, and  information  made available to EKS&H as
of, the date of the opinion. You should understand that subsequent  developments
may  affect  the  conclusion  expressed  in the EKS&H  opinion,  and that  EKS&H
disclaims  any  undertaking  or obligation to advise any person of any change in
any  matter  affecting  its  opinion  which may come or be  brought  to  EKS&H's
attention after the date of its opinion.

     Opinion and Analysis of Ehrhardt Keefe Steiner & Hottman PC

     In connection with the preparation of the EKS&H opinion, EKS&H:

o    Reviewed certain publicly available financial statements and other business
     and financial information of Western Standard Corporation (the "Company");

o    Reviewed  certain  internal  financial  statements and other  financial and
     operating data,  including  certain  financial  forecasts and  projections,
     concerning the Company,  its  investment in Snow King Resort,  Inc and Snow
     King Resort Center, Inc. prepared by the management of the Company;

o    Held  discussions  with  the  management  of  the  Company  concerning  the
     businesses,  past and current  operations,  financial  condition and future
     prospects of the Company and its subsidiaries and investments;

o    Reviewed the financial  terms and  conditions  set forth in a draft,  dated
     November 10, 2004,  of the merger  agreement;  reviewed the stock price and
     trading history of the Company's common stock;

o    Compared  the  financial  performance  of the Company  with that of certain
     other publicly traded resort companies deemed comparable with the Company;

o    Compared the financial terms of the merger with the financial terms, to the
     extent  publicly  available,   of  other  transactions  that  EKS&H  deemed
     relevant;

o    Participated in discussions and negotiations  among  representatives of the
     Company, the Buyers and their financial and legal advisors;

o    Made such other  studies  and  inquiries,  and  reviewed  such other  data,
     including independent real estate appraisals, as EKS&H deemed relevant; and

o    Relied as to all legal  matters  relevant to  rendering  its opinion on the
     advice of counsel.

Related Entities

     The Company owns  investments in two entities,  Snow King Resort,  Inc. and
Snow King Resort Center, Inc. In 1992 Snow King Resort, Inc. ("SKRI") reacquired
the land,  ski area and the hotel.  The Company  owns  approximately  76% of the
common stock of SKRI;  however,  SKRI has shares of preferred stock  outstanding
that share equally with its common stock leaving the Company an approximate  39%
economic  interest in SKRI.  The Company  owns  approximately  49% of the voting
stock of Snow King Resort  Center,  Inc.  ("SKRCI").  SKRCI leases the Snow King
Center from the Town of Jackson and operates a variety of for profit  activities
on the premises.  Snow King Center is located at the base of Snow King Mountain,
approximately  200 yards west of the hotel. This facility opened in May 1993 and
serves as a meeting and event venue in summer and an ice rink in the winter. The
ice rink can be converted into a Pavilion,  with 18,900 square feet of dry-floor
meeting and exhibit space.  The Cougar (680 square feet) and Lodge (2,360 square
feet) are other meeting room options. Other winter facilities include a food and
beverage  concession and a pro shop offering  equipment  rentals.  The Company's
lease with the Town of Jackson for Snow King Center expires May 1, 2033.

     Schedules of the ownership of the above entities are as follows:

Snow King Resort, Inc.

                                      Class A and Class B
                                            Common          Class A Preferred
            Shareholders                 Shares Owned         Shares Owned
      -----------------------------   ------------------   ------------------
        Western Standard                    12,000                    0
        Bar B Bar Corp                       1,110                4,440
        Richard Sugden                         740                2,960
        Creed & Clarene Law Trusts             740                2,960
        Paintbrush Partners (Wold)             370                1,480
        Peck Trust                             370                1,480
        Manuel & Deborah Lopez Trusts          370                1,480

Snow King Resort, Center Inc.

            Shareholders                 Shares Owned
      -----------------------------   ------------------
        Western Standard                       480
        Bar B Bar Corp                         150
        Richard Sugden                         100
        Creed & Clarene Law Trusts             100
        Paintbrush Partners (Wold)              50
        Peck Trust                              50
        Manuel & Deborah Lopez Trusts           50

     In its review and analysis,  and in arriving at its opinion,  EKS&H assumed
and relied upon the accuracy and  completeness of all of the financial and other
information  provided to it  (including  information  furnished  to it orally or
otherwise  discussed  with it by the  management  of the  Company)  or  publicly
available  and  neither  attempted  to verify,  nor assumed  responsibility  for
verifying,  any of such  information.  EKS&H relied upon the  assurances  of the
management  of the Company that they were not aware of any facts that would make
such information inaccurate or misleading.  Furthermore, EKS&H did not obtain or
make,  or assume any  responsibility  for obtaining or making,  any  independent
evaluation or appraisal of the properties,  assets or liabilities (contingent or
otherwise) of the Company.

     With  respect  to  the  financial   forecasts  and  projections   (and  the
assumptions and bases therefore) for the Company that EKS&H reviewed,  EKS&H has
assumed that the forecasts and projections:

o    Were  reasonably  prepared  in  good  faith  on  the  basis  of  reasonable
     assumptions;

o    Reflect the best  currently  available  estimates  and  judgments as to the
     future financial condition and performance of the Company; and

o    Would  be  realized  in  the  amounts  and in the  time  periods  currently
     estimated.

In addition, EKS&H assumed that:

o    The merger will be consummated upon the terms set forth in the draft of the
     merger  agreement,  dated November 15, 2004,  without  material  alteration
     thereof; and

o    The historical financial statements of the Company were audited by Clifford
     H. Moore and Company.

EKS&H expressed no opinion as to:

o    Any tax or other consequences that may result from the merger.

     The  following  is a  summary  of the  material  aspects  of the  financial
analyses  performed by EKS&H in  connection  with  rendering  its  opinion.  The
summary of the financial  analyses is not a complete  description  of all of the
analyses  performed  by EKS&H.  Certain of the  information  in this  section is
presented in tabular form. In order to better understand the financial  analyses
performed  by  EKS&H,   these  tables  must  be  read  together  with  the  text
accompanying  each table.  The opinion is based upon the totality of the various
analyses  performed by EKS&H and no particular portion of the analyses should be
considered standing alone.

Comparable Companies Analysis

     The Company  has minimal  operations  outside its  investment  in Snow King
Resort, Inc. (the "Subsidiary"). The Subsidiary includes the operations from the
hotel, ski resort, and real estate development in Jackson, Wyoming. Due to this,
EKS&H utilized the financial information from Snow King Resort, Inc. in order to
arrive at the  value of the  investment  and  resulting  value of the  Company's
shares.

     Using publicly available information,  EKS&H analyzed,  among other things,
the trading multiples of the following small  capitalization  regional operators
in the resort  industry which EKS&H believed to be reasonably  comparable to the
Subsidiary:

o    American  Skiing Company - American Skiing Company is an operator of alpine
     ski and snowboard resorts in the United States. The company develops,  owns
     and operates a range of  hospitality-related  businesses,  including  skier
     development  programs,   hotels,  golf  courses,   restaurants  and  retail
     locations.  The company also develops  markets and operates  ski-in/ski-out
     alpine  villages,  townhouses,  condominiums  and quarter  share  ownership
     hotels.  The company manages its operations in two business  segments,  ski
     resort operations and mountainside real estate development.

o    Blue Ridge Real Estate Company - Blue Ridge Real Estate Company owns 18,581
     acres of land in Northeastern Pennsylvania, which are predominately located
     in the  Pocono  Mountains.  Of this  acreage,  13,843  acres  are  held for
     investment and 4,738 are held for development. Income is derived from these
     lands through leases,  selective timbering by others,  condemnation,  sales
     and other  dispositions.  Blue Ridge also owns the Jack Frost  Mountain Ski
     Area,  which is leased to its subsidiary,  Jack Frost Mountain  Company,  a
     225-site  campground,  a retail store leased to Wal-Mart, a shopping center
     and 12  residential  investment  properties.  In  addition  to  Jack  Frost
     Mountain  Company,  the  company's  other  wholly  owned  subsidiaries  are
     Northeast  Land Company,  Boulder Creek Resort  Company and BRRE  Holdings,
     Inc.

o    Vail Resorts, Inc. - Vail Resorts, Inc. is a holding company that operates,
     through various subsidiaries in three business segments:  Mountain, Lodging
     and  Real  Estate,   which  represented   approximately  69%,  25%  and  6%
     respectively,  of the company's revenues for the fiscal year ended July 31,
     2004 (fiscal 2004).  The company's  Mountain segment owns and operates five
     premier  ski  resort   properties  that  provide  a  comprehensive   resort
     experience  throughout  the year to a diverse  clientele with an attractive
     demographic  profile.  The Lodging segment owns and/or manages a collection
     of luxury hotels, a destination  resort at Grand Teton National Park, and a
     series  of  strategic  lodging  properties  located  in  proximity  to  the
     company's mountain operations

     The foregoing analysis indicated that recent market prices for common stock
of  these  companies  represented  price/sales  ratios  for both an  equity  and
enterprise  level,  as set forth below.  In all cases,  balance sheet and income
statements  results for the  comparable  companies  were obtained from generally
available  third-party sources. In general, the enterprise value of a company is
equal to the value of its fully-diluted common equity plus debt, minus cash.

                         Enterprise                      Equity
                        Value/ Assets                 Price/ Assets
                            Ratio                         Ratio
                            2003                          2003
                       --------------                ---------------
      High                    1.41                          1.01
      Low                     0.75                          0.01
      Mean                    1.09                          0.48
      Median                  1.10                          0.40

     The  following  table  shows the range of  implied  values per share of the
Company  common stock  calculated by  multiplying  the  Company's  2003 sales by
ranges  of  multiples  derived  from the  trading  multiples  of the  comparable
companies  identified  above.  In determining  the ranges of trading  multiples,
EKS&H  applied its  experience  and judgment to develop the  following  multiple
ranges after a review of each of the above named comparable companies.  However,
these  multiple  ranges  were not the  results of any  mathematical  calculation
applied to these comparable companies.

                                                        Minority
                                 Subject's   Selected   interest
                                  assets     multiple    value       Round
                                ----------------------------------------------
Equity capital multiples
 of 3 companies:
     Market value/sales         $10,216,973    1.01    10,332,969  $10,300,000

                                                                        Less:
                                                                       Interest-   Minority
                                 Subject's  Selected     Invested      bearing     interest
                                  assets    multiple     capital         Debt       value        Round
                                -------------------------------------------------------------------------
Equity capital multiples
 of 3 companies:
     Market value/sales         $10,310,287   1.41      14.537.505    (8,676,861)  5,860,644   $5,900,000

     The comparable  companies' analysis suggested a range of values of the Snow
King  Resort,  Inc.  common stock from $125.51 per share to $269.77 per share of
which the Company owns 12,000 shares  indicating a value of the investment  from
$1,568,852 to $3,372,125. These values were utilized when valuing the investment
of Snow King Resort, Inc.

Discounted Cash Flow Analysis

     EKS&H performed a discounted cash flow analysis on the after- tax free cash
flows of Snow King Resort,  Inc. for  calendar  years  December 31, 2004 through
December 31, 2014 using  estimates  prepared by the  Company's  management.  The
proposed real estate  development has been approved by the city, as discussed in
the Master Plan prepared by the Company. Detailed assumptions have been included
in the model in regards to the real  estate  development  and the Master Plan of
the Company.  EKS&H first  discounted  the estimated  after-tax  free cash flows
through the calendar  years  ending  December  31, 2014 using  discount  rate of
18.5%.  EKS&H then added to the present value of these after-tax free cash flows
the  terminal  value of Snow King  Resort,  Inc.  in the  calendar  year  ending
December 31, 2014 based on 6.5% ongoing sustainable  growth,  discounted back to
the present at the same discount rates.  The 6.5% factor is the long-term growth
that the Company should be able to obtain.  The growth is based on the long-term
inflation  rate plus  long-term  national  GDP growth,  according  to Ibbotson &
Associates  (projected  real GDP of 3.6% and long-term  inflation of 2.9%).  The
capitalization  rate is the discount rate of 18.5% less the long-term  growth of
6.5%, resulting in a 12% capitalization rate.

     The  discounted  cash  flow  analysis  suggested  a value of the Snow  King
Resort,  Inc. common stock of $135.34 per share of which the Company owns 12,000
shares  indicating a value of the  investment  from  $1,624,131.  This value was
utilized when valuing the investment of Snow King Resort, Inc.

Asset-Based Approach

     EKS&H performed a balance sheet analysis, included receiving appraisals for
the real estate owned by Snow King Resort,  Inc. Value is derived by analysis of
the individual assets and liabilities comprising the business. In this approach,
the tangible and intangible  assets of the business are  individually  appraised
using the Cost,  Market,  and  Income  Approaches.  The Cost  Approach  involves
estimation of the current  reproduction  cost of the asset,  less an estimate of
accrued depreciation to reflect physical, functional, and economic obsolescence.

     The Subsidiary owns various parcels of real estate in the Jackson,  Wyoming
area, in addition the shareholders and officers own interests in related parties
which own land  connecting  to the  Subsidiary,  see  exhibit  at the end of the
report.

     The Company's  shareholders  and officers hold investments in the following
entities:

o    Love  Ridge  Development,  LLC is a  partnership  formed to develop 10 lots
     purchased from SK Land Limited  Liability  Company.  Love Ridge is building
     condominiums  adjacent to Snow King Resort, Inc. The condominiums have been
     and  will  be  rented  to  Resort  guests.  The  ownership  of  Love  Ridge
     Development, LLC is as follows:

                                                               Percentage
                        Shareholders                              Owned
                   ----------------------------            ------------------
                    Manuel & Deborah Lopez Trusts                  46%
                    Law Trusts & Cache Creek Kids                  34%
                    Wold Brothers, Inc.                            12%
                    Joseph Byron                                    8%

o    SK Land Limited  Liability  Company was formed by the  shareholders of Snow
     King Resort,  Inc. (except for the Company) to acquire  approximately  five
     acres of land adjacent to the Resort. During 2000, SK Land sold most of its
     land holdings to Love Ridge Development, LLC.

The  ownership of SK Land Limited Liability Company is as follows:

                                                               Percentage
                        Shareholders                              Owned
                   ----------------------------            ------------------
                    Manuel & Deborah Lopez Trusts                  28.00%
                    Bar B Bar Corp                                 23.88%
                    Richard Sugden                                 16.06%
                    Creed & Clarene Law Trusts                     16.06%
                    Paintbrush Partners (Wold)                      8.00%
                    Peck Trust                                      8.00%

o    KM6  holds a 4.92  acres  parcel  of  land,  indicated  as  Parcel 6 on the
     attached exhibit. The ownership of KM6 is as follows:

                                                               Percentage
                        Shareholders                              Owned
                   ----------------------------            ------------------
                    Bill Resor and Story Clark                     66.67%
                    Manuel & Deborah Lopez Trusts                  30.82%
                    SK Land, LLC                                    2.51%

o    Jackson Hole Springs  Water Company was organized to bottle and sell spring
     water on the Resort's  property.  It is a wholly owned  subsidiary  of Snow
     King Resort,  Inc.  Testing and water rights  expenses have been  incurred.
     These  expenses have been recorded as an investment in Jackson Hole Springs
     Water Company.

     In order to  determine  the value of the real estate  owned by the Company,
EKS&H utilized a third party real estate  appraiser.  EKS&H obtained  appraisals
from  Andrew  Cornish,  SRA of Rocky  Mountain  Appraisals,  located in Jackson,
Wyoming.  The appraisals included values for the 14.57 acres including the hotel
and fixed  assets  included  on the  parcel of land.  EKS&H  have  reviewed  the
appraisal and  determined  the approached  utilized  appears to be  appropriate;
EKS&H do not  place an  opinion  on the  final  value but will rely on the value
based on the appraisers  experience and knowledge of real estate.  The indicated
value based on Mr.  Cornish's  appraisal is  $20,020,000.  The second  appraisal
obtained  included two parcels of land totaling  37.29 acres.  The appraisal was
completed  by  the  same  appraiser,  EKS&H  have  reviewed  the  appraisal  and
determined the approached utilized appears to be appropriate; EKS&H do not place
an opinion on the final value.  The indicated  value based on the Mr.  Cornish's
appraisal for the 37.29 acres is $5,695,000.

     In addition to the real estate  appraisals  above,  the Subsidiary  owns an
alpine  slide and ski resort  equipment  that is located  on leased  land.  This
equipment was not included in the appraisals  above. As of December 31, 2003 the
equipment  had a book value of $29,665;  based on our analysis of the  projected
net margins  derived from the ski operations  EKS&H  determined that there is no
value in addition to the book value of the assets.  Consequently,  EKS&H did not
adjust the assets utilized in the ski operations.

     In addition to the above fair market value  adjustments,  Ehrhardt,  Keefe,
Steiner,  & Hottman PC adjusted the liabilities for capital gains tax associated
with the built-in  gains of the above real estate and the  cumulative  preferred
dividend owed to the preferred shareholders of Snow King Resort, Inc.

     The asset-based  analysis  suggested a value of the Snow King Resort,  Inc.
common  stock of  $276.33  per share of which the  Company  owns  12,000  shares
indicating a value of the investment of $3,315,934. This value was utilized when
valuing the investment of Snow King Resort, Inc.

Conclusion of the Value of Snow King Resort, Inc.

     Based on our above analyses of the public companies, the cash flow, and the
assets held by Snow King Resort,  Inc.  EKS&H have  determined  the value of the
Company's investment in Snow King Resort is $3,315,934.

Oil and Gas Interest

     In addition to the above  investment in Snow King Resort,  the Company owns
working interests in oil and gas properties;  these interests  currently have an
offer  presented  by RIM  Operating,  Inc. On November 2, 2004,  the oil and gas
interests were sold for their assumed value of $65,000.

Snow King Resort Center, Inc.

     As stated above, the Company has a 49% interest in Snow King Resort Center,
Inc.  ("SKRCI") Revenues from the investment are derived from ice floor rentals,
dry floor  rentals,  food and  beverage.  As of  December  31,  2003,  SKRCI has
negative  equity of  approximately  $1,600,000 and operates at a net loss.  Snow
King Resort, Inc. transfers funds to the entity in order to continue operations.
EKS&H analyzed the  projections  obtained from the Company in order to determine
the value of the investment and found that SKRCI has no foreseeable  net profit.
Consequently,  the investment has no value;  outside of the promotional value to
SKRI.

Asset-Based Approach of the Company

     The  above  investments  in  Snow  King  Resort,  Inc.  and the oil and gas
interest total  $3,380,934.  However,  the distribution of the Snow King Resort,
Inc.  share value would  create a tax on the  dividend  of  $225,484.  The total
equity in the Company from the investments  would be  approximately  $3,200,000,
based on outstanding shares of the Company of 9,963,015;  the concluded value of
the  investments  would be $0.32 per share,  as  compared to the $0.32 per share
cash consideration in the merger.

Market Approach

     The  best   indication   of  value  for  a  company  would  be  the  market
capitalization  of its  publicly-traded  stock. The market  capitalization  of a
company  can be  calculated  based on its  current  stock  price times the total
outstanding shares. However, the shares of the Company are not actively traded.

     EKS&H  analyzed the Company's  trading price over the last year,  the stock
traded as follows:

                            Stock
                            Price
                       --------------
      High                 $  0.25
      Low                     0.01
      Mean                    0.05
      Median                  0.03

     The stock  price  analysis  suggested  a range of  values of the  Company's
common  stock from $0.01 per share to $0.25 per share,  as compared to the $0.32
per share cash consideration in the merger.

Other Factors

     Portions of the EKS&H financial analyses  incorporated  projections of Snow
King Resort,  Inc adjusted EBITDA net income that were provided by the Company's
management,  with certain adjustments made by EKS&H. In preparing the discounted
cash flow analysis,  EKS&H made certain  assumptions  regarding the Subsidiary's
projected tax rate,  projected  capital  expenditures  and projected  changes in
working capital,  which  assumptions  were based on the Subsidiary's  historical
experience.

     No  company,  business  or  transaction  referred  to in any  of the  above
analyses is  identical  to Snow King  Resort,  Inc.,  the Company or the merger.
Accordingly,  consideration  of the  analyses  described  above is not  entirely
mathematical. Rather it involves complex considerations and judgments concerning
differences  in financial and operating  characteristics  and other factors that
could affect the public trading,  acquisition and other values of the comparable
companies,   precedent   transactions  or  the  business  segment,   company  or
transaction  to which they are being  compared.  These  estimates may or may not
prove to be accurate.

     While this  summary  describes  the  analysis and factors that EKS&H deemed
material in its  presentation  to the  Company  special  committee,  it is not a
comprehensive  description of all analyses and factors  considered by EKS&H.  As
part of its valuation, EKS&H obtained and analyzed the following information:

o    Real estate  development - including  the Company's  Master Plan created by
     VLA, Inc.

o    Real  estate  appraisals  -  two  appraisals  prepared  by  Rocky  Mountain
     Appraisals  for the  appraisal  of the hotel and the land  surrounding  the
     hotel.  These  appraisals  also take into account the proposed  real estate
     development.

o    10 year  forecast  which  includes  the  projected  cash  flows that may be
     obtained   through  the  real  estate   development,   over  the  estimated
     development time period obtained from management of Snow King Resort, Inc.

     The  preparation of a fairness  opinion is a complex  process that involves
various  determinations  as to the most  appropriate  and  relevant  methods  of
financial  analysis  and the  application  of these  methods  to the  particular
circumstances.  Therefore,  a fairness  opinion is not  readily  susceptible  to
partial analysis or summary description.  In arriving at its opinion,  EKS&H did
not attribute any particular  weight to any analysis or factor considered by it,
but rather made  qualitative  judgments as to the  significance and relevance of
each analysis and factor. Accordingly,  EKS&H believes that its analyses must be
considered  as a whole and that  selecting  portions of its  analyses and of the
factors  considered by it,  without  considering  all analyses and factors could
create a misleading or incomplete view of the evaluation  process underlying its
opinion.  Several  analytical  methodologies  were employed and no one method of
analysis  should be regarded as  critical to the overall  conclusion  reached by
EKS&H. Each analytical technique has inherent strengths and weaknesses,  and the
nature of the available  information  may further affect the value of particular
techniques. The conclusion reached by EKS&H is based on all analyses and factors
taken as a whole and also on application of EKS&H's own experience and judgment.
This  conclusion  may involve  significant  elements of subjective  judgment and
qualitative  analysis.  EKS&H  expresses  no  opinion  as to the  value or merit
standing  alone  of any one or more  parts  of the  analysis  it  performed.  In
performing  its  analyses,  EKS&H  made  numerous  assumptions  with  respect to
industry performance, general business and other conditions and matters, many of
which are beyond the control of the Company or EKS&H. Any estimates contained in
these analyses are not necessarily  indicative of actual values or predictive of
future results or values, which may be significantly more or less favorable than
those suggested by these analyses.  Accordingly,  analyses relating to the value
of  businesses do not purport to be appraisals or to reflect the prices at which
these  businesses  actually may be sold in the future,  and these  estimates are
inherently subject to uncertainty.

     The engagement  letter among EKS&H,  the special  committee and the Company
provides  that,  for  its  services,  EKS&H  is  entitled  to  receive  a fee of
approximately $49,000 upon delivery of the fairness opinion, and with respect to
the fee payable upon delivery of the fairness opinion, such fee was paid without
regard to the conclusion reached in the opinion.  The payment of EKS&H's fee was
not contingent upon the consummation of the merger.  The Company has also agreed
to reimburse  EKS&H for its  reasonable  and  customary  out-of-pocket  expenses
related to this work,  estimated at $2,900,  consulting and edgarization fees of
approximately  $12,000,  and to  indemnify  and  hold  harmless  EKS&H  and  its
affiliates and any other person, director,  employee or agent of EKS&H or any of
its affiliates,  or any person controlling EKS&H or its affiliates,  for certain
losses, claims, damages,  expenses and liabilities relating to or arising out of
services  provided by EKS&H. The terms of the fee arrangement with EKS&H,  which
the Company and EKS&H believe are customary in transactions of this nature, were
agreed  between  the special  committee  and EKS&H,  and the board of  directors
approved these fee arrangements.

     EKS&H  is  a  regionally  recognized  accounting,  auditing  and  financial
advisory firm and was retained based on its experience as a financial advisor in
connection with mergers and acquisitions and in securities valuations generally.
As part of its  business,  EKS&H  is  frequently  engaged  in the  valuation  of
businesses  and their  securities in connection  with mergers and  acquisitions,
negotiated underwritings, private placements and for other purposes.

     The  fairness  opinion  states  that  the  opinion  may not be  summarized,
described or referred to or  furnished  to any party  except with EKS&H's  prior
written consent. EKS&H has consented to the inclusion of this description and to
the inclusion of it fairness  opinion,  dated  November 15, 2004, as an annex to
this proxy statement.






SKI's Purpose and Reasons for the Merger

     SKI's  purpose in  undertaking  the merger is to obtain the benefits to SKI
and Westan  described  under  "Special  Factors--Benefits  and Detriments of the
Merger." SKI chose the merger structure  because it was the most efficient means
to acquire the entire  equity  interest  in Westan and provide  cash to Westan's
unaffiliated stockholders.

     SKI has  considered to undertake the merger since late 2003 for the reasons
referred to above,  and chose to undertake the merger at the time because of its
belief that financing would be available for the merger. Also, affiliates of SKI
are considering  whether or not to extend any further guarantees of Westan's and
its  subsidiaries'  bank debts if Westan  remains a public  company with a large
minority ownership that is not guaranteeing such debts.

Interests of Certain Persons in the Merger; Certain Relationships

     In considering the recommendation of the special committee and the board of
directors  with  respect to the merger,  you should be aware that two members of
the board and of Westan's  management  have interests that may present actual or
potential  conflicts  of interest  in  connection  with the merger.  The special
committee  and the board were aware of these  potential  or actual  conflicts of
interest and considered  them along with other matters  described under "Special
Factors--Recommendation of the Special Committee and Board of Directors."

Retained Equity Interest

     Manuel B. Lopez and James M. Peck and their affiliates  beneficially own an
aggregate  of  5,438,213   shares  of  Westan's   common   stock,   representing
approximately 54% of the total outstanding shares. If the merger is consummated,
they will own  directly or  indirectly  all of the  outstanding  common stock of
Westan and will  therefore  participate  in all of its future  earnings  and any
increase in value.

Directors and Management of the Surviving Corporation

     After the merger, Manuel B. Lopez and James M. Peck will comprise the board
of directors of Westan.  Manuel B. Lopez will continue to serve as President and
James M. Peck will continue to serve as secretary and treasurer.  See "Directors
and Management of the Surviving Corporation" for additional information.

Directors and Officers Indemnification

     SKI  and  Westan  have  agreed  to  provide,   or  cause  to  be  provided,
indemnification to each director,  officer, employee and agent of Westan against
any costs,  expenses,  losses,  claims and damages arising out of or relating to
their  activities on behalf of Westan prior to or in connection with the merger.
SKI and  Westan  have  agreed  not to amend,  repeal  or  otherwise  modify  the
indemnification provisions of Westan's articles of incorporation or bylaws for a
period of six years from completion of the merger.

Certain Effects of the Merger

     If the merger is consummated,  Westan's  unaffiliated  stockholders will no
longer  have any  interest  in, and will not be  stockholders  of,  Westan  and,
therefore,  will not  benefit  from any  future  earnings  of Westan or from any
increase  in its value and will no longer  bear the risk of any  decrease in its
value.  Instead,  each  unaffiliated  stockholder will have the right to receive
upon consummation of the merger $0.32 in cash for each share of common stock he,
she or it  holds,  without  interest.  The  benefit  of the  transaction  to our
unaffiliated stockholders is the payment of a premium, in cash, above the market
price for such stock prior to the announcement of the transaction, and a premium
based  on  prices  in  several  years.   This  cash  payment  assures  that  all
unaffiliated  stockholders will receive the same amount for their shares, rather
than taking the risks  associated  with  attempting  to sell their shares in the
open market.  The detriment to such holders is their inability to participate as
continuing stockholders in the possible future growth of Westan.

     If the merger is  consummated,  SKI will hold the entire equity interest in
Westan and will  therefore  be the sole  beneficiary  of any future  earnings of
Westan and any increases in Westan's value.  However,  SKI will bear the risk of
any decrease in value of Westan and the risks  associated  with the  significant
amount of debt  burdening  Westan and the lack of liquidity in its investment in
Westan. See "Special Factors--Benefits and Detriments of the Merger."

     Westan's common stock is currently registered under the Securities Exchange
Act of 1934, and is traded on the OTC Bulletin Board. As a result of the merger,
the  registration of the common stock under the Exchange Act will be terminated,
and the common stock will no longer be quoted on the OTC Bulletin Board.  Westan
will  thereafter be relieved of its obligation to comply with the proxy rules of
Regulation 14A under Section 14 of the Exchange Act, and its officers, directors
and  beneficial  owners of more than 10% of the common stock will be relieved of
the reporting requirements and "short swing" trading provisions under Section 16
of the  Exchange  Act.  Further,  Westan  will no longer be subject to  periodic
reporting  requirements  under  Section  13 of the  Exchange  Act and will cease
filing information with the SEC.

Plans for Westan after the Merger

     SKI expects that, except as described in this proxy statement, the business
and operations of Westan will be continued  substantially  as they are currently
being  conducted by Westan and its  subsidiaries.  However,  SKI expects that it
may, from time to time,  evaluate and review Westan's  business,  operations and
properties and make such changes as it considers appropriate.

     Except as described in this proxy statement,  neither the Buyers nor Westan
have any present  plans or proposals  involving  Westan which relate to or would
result   in  an   extraordinary   corporate   transaction   such  as  a  merger,
reorganization, liquidation, sale or transfer of a material amount of assets, or
any material change in the present indebtedness or capitalization,  or any other
material change in Westan's corporate  structure or business.  After the merger,
SKI will review  proposals  or may propose the  acquisition  or  disposition  of
assets  or  other   changes   in   Westan's   business,   corporate   structure,
capitalization,  management or dividend  policy which they consider to be in the
best interests of Westan and its stockholders.

Conduct of the Business of Westan if the Merger is not Consummated

     If the merger is not consummated, the board of directors expects to seek to
retain Westan's current management and continue business as usual and attempt to
meet its substantial debt  obligations.  There can be no assurance of success in
the latter  regard nor can there be any  assurance  that Messrs.  Lopez and Peck
will continue to provide bank guarantees of Westan and its  subsidiaries'  debt.
There are no plans in such  circumstances  to  operate  Westan's  business  in a
manner  substantially  different  than  the  manner  in  which  it is  presently
operated.

Accounting Treatment

     The merger will be accounted  for in accordance  with the  purchase/related
party methods of accounting under U.S. generally accepted accounting principles.

Financing of the Merger

     It is  estimated  that  approximately  $1.5  million  will be  required  to
complete  the  merger  and pay  related  fees  and  expenses.  See  "The  Merger
Agreement--Fees  and  Expenses."  The Buyers  anticipate  that financing for the
merger will be provided by bank  borrowings.  In this  regard,  on December  29,
2004, the Buyers received a $1.6 million loan  commitment  letter from a Wyoming
bank for purposes of financing the proposed merger transaction. The loan will be
made to SKI with the personal guarantees of Messrs. Lopez and Peck and after the
proposed Merger,  both the shares of Westan and the membership  interests of SKI
will be pledged as  collateral  on the loan.  The loan will bear interest at the
prime rate plus 1% per year with interest payable monthly.  The loan is expected
to be paid in due course from the Buyers'  personal  funds,  or refinanced  over
time.  At present,  the Buyers do not have any  alternative  financing  plans in
place if the bank  financing  falls  through.  The merger is not  contingent  on
financing,  although if the merger is not consummated through SKI's inability to
finance it,  damages to Westan are limited to debt  forgiveness by the Buyers in
an amount approximating  $100,000.  SKI will loan Westan approximately  $100,000
which will be used by Westan to defray its merger costs.  The loan with interest
at 6% per annum will be repayable on demand  although SKI recognizes that Westan
has  little  or no  present  ability  to repay the  loan.  If the  merger is not
consummated through the fault of SKI, the loan obligation will be cancelled. See
"The Merger Agreement--Fees and Expenses."

Regulatory Requirements; Third Party Consents

     Westan  does not  believe  that any  material  federal or state  regulatory
approvals,  filings or notices are required by Westan or SKI in connection  with
the merger other than:

o    such clearances, approvals, filings or notices required pursuant to federal
     and state securities laws; and

o    the filing of the  articles  of merger with the  Secretary  of State of the
     State of Wyoming.

     Westan does not believe any other  material  third party  consents  will be
required by Westan in connection with the merger.

Material Federal Income Tax Consequences of the Merger

     The following  discussion is a summary of the material  federal  income tax
consequences expected to result to stockholders whose shares of common stock are
converted to cash in the merger.  This summary does not purport to be a complete
analysis of all  potential tax effects of the merger.  For example,  the summary
does not consider the effect of any applicable state, local or foreign tax laws.
In addition, the summary does not address all aspects of federal income taxation
that  may  affect   particular   stockholders  in  light  of  their   particular
circumstances  and  is  not  intended  for  stockholders   (including  insurance
companies,  tax-exempt organizations,  financial institutions or broker-dealers,
stockholders  who  hold  their  common  stock as part of a  hedge,  straddle  or
conversion transaction, stockholders who acquired their common stock pursuant to
the  exercise of an employee  stock option or  otherwise  as  compensation,  and
stockholders  who are not citizens or residents of the United States or that are
foreign  corporations,  foreign  partnerships or foreign estates or trusts as to
the United  States) that may be subject to special  federal income tax rules not
discussed below. The following summary also does not address tax consequences to
the Buyers.  The following  summary  assumes that  stockholders  have held their
common stock as "capital assets" (generally, property held for investment) under
the Internal Revenue Code of 1986.

     This  summary is based on the current  provisions  of the Code,  applicable
Treasury  Regulations,   judicial  authority  and  administrative   rulings  and
practice.  No ruling from the IRS has been or will be sought nor will an opinion
of counsel be obtained with respect to any aspect of the transactions  described
herein.  Accordingly,  there can be no assurance that the IRS will not challenge
the tax  consequences  expressed  in this  discussion  or that a court would not
sustain this type of challenge.  Future legislative,  judicial or administrative
changes or interpretations  could alter or modify the statements and conclusions
set forth herein, and any such changes or  interpretations  could be retroactive
and could affect the tax consequences of the merger to  stockholders.  We cannot
predict at this time  whether  any  current  proposed  tax  legislation  will be
enacted or, if enacted,  whether any tax law  changes  contained  therein  would
affect the tax  consequences  of the  merger to  stockholders.  It is  therefore
possible that the federal  income tax  treatment may differ from that  described
below.

      State and local tax laws may also impose income or other taxes upon stockholders
whose shares of common stock are converted to cash in the merger.  State and local income
tax laws vary from state to state and this discussion does not address state or local tax
issues.

     Sales Treatment for Holders of Common Stock

     Except as provided below, the conversion of common stock in the merger will
be  fully  taxable  to  stockholders  as a  sale  or  exchange  of  such  stock.
Accordingly,  a stockholder who, pursuant to the merger,  converts such holder's
common  stock into cash will  recognize  a gain or loss equal to the  difference
between (1) the amount of cash received in the merger and (2) such stockholder's
tax basis in the  common  stock.  Generally,  a  stockholder's  tax basis in his
common stock will be equal to such stockholder's cost therefor. In the case of a
stockholder who is an individual, such capital gain will be taxable at a maximum
capital  gains rate of 15% if the holder held the common stock for more than one
year at the time of  consummation  of the merger.  If the holder held the common
stock  for less  than one year at the time of  consummation  of the  merger,  in
general the capital  gain would be taxed at ordinary  income tax rates.  Certain
limitations apply to the  deductibility of capital losses by stockholders.  Gain
or loss must be determined separately for each block of common stock acquired at
the same cost in a single transaction.

     Redemption Treatment for Dissenters and Other Stockholders

     For federal income tax purposes, Westan may be deemed to be the source of a
portion of the cash  consideration  issued in the merger  (particularly  if debt
used to fund the merger is assumed by Westan in the  merger)  and Westan will be
deemed to be the source of cash  consideration  for payments in  satisfaction of
dissenters' rights. Therefore, to the extent that cash received by a stockholder
is from Westan or deemed to be from Westan,  the receipt of cash in exchange for
such stockholder's  common stock in the merger or in satisfaction of dissenters'
rights  will be treated as a  redemption  of common  stock  taxable  for federal
income tax purposes as determined under section 302 of the Code.

     Section  302(d) of the Code  provides  that if the  receipt  of  redemption
payments has the effect of a  distribution  of property,  then cash  distributed
will be treated as a dividend  taxable under section 301 of the Code as ordinary
income to a stockholder receiving such cash payments, generally to the extent of
the stockholder's share of undistributed accumulated earnings and profits of the
company. The remainder,  if any, will be treated first as a recovery of basis in
a stockholder's  common stock,  and second as capital gain arising from the sale
or exchange of property. The determination of whether or not the receipt of cash
payments  has the effect of a  distribution  of a dividend  will  depend on each
stockholder's  particular  circumstances  and is made by applying  the  dividend
equivalency tests of section 302 of the Code.

     Under section 302 of the Code, a stockholder  receiving a cash payment as a
redemption  will  not be  treated  as  having  received  a  dividend  equivalent
distribution if the transaction:

o    results in a "complete  redemption" of the stockholder's equity interest in
     the company;

o    results in a  "substantially  disproportionate"  redemption with respect to
     the stockholder; or

o    is  "not  essentially  equivalent  to  a  dividend"  with  respect  to  the
     stockholder.

Each of these section 302 tests is explained more fully below.

      Constructive Ownership of Stock and Other Issues

     In  applying  each of the section  302 tests,  stockholders  must take into
account not only shares that they  actually own but also shares they are treated
as owning  under the  constructive  ownership  rules of section 318 of the Code.
Pursuant to the constructive ownership rules, a stockholder is treated as owning
any shares that are owned, actually and in some cases constructively, by certain
related  individuals and entities as well as shares that the stockholder has the
right to acquire by  exercise  of an option or by  conversion  or  exchange of a
security.  Due to the factual nature of the section 302 tests  described  below,
stockholders  should  consult  their  tax  advisors  to  determine  whether  the
conversion of their shares and receipt of a payment  pursuant to the merger will
be deemed dividend equivalent in their particular circumstances.

     Section 302 Tests

     One of the following tests must be satisfied in order for the  distribution
not to be  treated  as the  equivalent  of a  dividend  for  federal  income tax
purposes.

o    Complete  Termination  Test.  The  distribution  will result in a "complete
     redemption" of the stockholder's equity interest in the company only if all
     of the  common  stock that is  actually  owned by the  stockholder  is sold
     pursuant to the merger and the shares that are constructively  owned by the
     stockholder  are sold or, with respect to shares  owned by certain  related
     individuals, the stockholder effectively waives, in accordance with section
     302(c)  of the  Code,  attribution  of  shares  which  otherwise  would  be
     considered as constructively owned by the stockholder. Certain restrictions
     apply to the  waiver of  attribution  of  shares.  Stockholders  wishing to
     satisfy the "complete  redemption"  test through waiver of the constructive
     ownership rules should consult their tax advisors.

o    Substantially  Disproportionate  Test.  The  distribution  will result in a
     "substantially disproportionate" redemption with respect to the stockholder
     if, among other things,  the stockholder  owns actually and  constructively
     less than 50% of the total  combined  voting  power of all classes of stock
     after the  redemption,  and the percentage of the then  outstanding  voting
     common  stock  actually  and   constructively   owned  by  the  stockholder
     immediately  after the purchase is less than 80% of the  percentage  of the
     previously  outstanding  voting  common stock  actually and  constructively
     owned by the stockholder immediately before the purchase.

o    Not  Essentially  Equivalent to a Dividend Test. The  distribution  will be
     treated as "not  essentially  equivalent to a dividend" if the reduction in
     the stockholder's  proportionate interest actually and constructively owned
     constitutes a "meaningful  reduction"  given the  stockholder's  particular
     circumstances.  Whether  the  receipt  of  a  cash  payment  will  be  "not
     essentially  equivalent to a dividend"  will depend upon the  stockholder's
     particular facts and circumstances.  Stockholders  should consult their tax
     advisors  as  to  the   application  of  this  test  in  their   particular
     circumstances.

     If a  stockholder  receives  only cash  payments and  satisfies  any of the
section 302 tests described above, the stockholder will be treated as if it sold
its common stock and will recognize capital gain or loss as described above.

     If a  stockholder  does not satisfy any of the section 302 tests  described
above,  the  purchase of a  stockholder's  common stock will not be treated as a
sale or exchange under section 302 of the Code. Instead,  the amount received by
a stockholder in the redemption will be treated as a dividend distribution under
section 301 of the Code,  taxable at ordinary  income tax rates,  to the extent,
first, of the  stockholder's  applicable  share of Westan's current earnings and
profits,  as defined for U.S. federal income tax purposes,  and, second,  of the
U.S. stockholder's applicable share of Westan's current earnings and profits, as
defined for U.S.  federal income tax purposes.  To the extent the amount exceeds
the  stockholder's  applicable  share of current and  accumulated  earnings  and
profits, the excess first will be treated as a tax free return of capital to the
extent of the stockholder's  basis in its common stock and any remainder will be
treated as capital gain, which may be long term capital gain as described above.
The  determination  of whether a corporation has earnings and profits is complex
and  the  legal  standards  to be  applied  are  subject  to  uncertainties  and
ambiguities.  Additionally,  the amount of current  earnings  and profits can be
determined  only at the end of the  taxable  year.  Accordingly,  it is  unclear
whether Westan will have sufficient current and accumulated earnings and profits
to cover the amount of any payment  made to  stockholders.  To the extent that a
redemption  is treated as the  receipt by the  stockholder  of a  dividend,  the
stockholder's  tax basis in the  redeemed  shares will be added to any shares of
common  stock  retained  or  sold  by the  stockholder,  and  may be lost if the
stockholder does not actually retain any stock ownership in Westan.

     Backup Withholding

     A  stockholder  whose common  stock is  converted  to cash  pursuant to the
merger may be subject to backup  withholding equal to the fourth lowest tax rate
under  section  1(c) of the Code with  respect  to the gross  proceeds  from the
conversion of such common stock unless such  stockholder (1) is a corporation or
other exempt  recipient  and, when required,  establishes  this exemption or (2)
provides its correct taxpayer  identification  number,  certifies that it is not
currently subject to backup  withholding and otherwise  complies with applicable
requirements of the backup withholding rules. A stockholder who does not provide
Westan  with its  correct  taxpayer  identification  number  may be  subject  to
penalties  imposed by the IRS.  Any amount  withheld  under  these rules will be
credited against the stockholder's federal income tax liability.

     Westan  will  report  to  stockholders  and to the  IRS the  amount  of any
reportable  payments,  including  payments made to stockholders  pursuant to the
merger, and any amount withheld pursuant to the merger.

     Each  stockholder  should  consult  his,  her or its own tax  advisor  with
respect to the particular tax consequences to it of the  transactions  described
herein,  including the applicability and effect of state,  local and foreign tax
law.

Fees and Expenses

     Whether or not the merger is  consummated,  except as  otherwise  described
herein,  all fees and expenses  incurred in  connection  with the merger will be
paid by the party incurring such fees and expenses.

     Estimated fees and expenses  (rounded to the nearest  thousand,  except for
the SEC filing fee) incurred or to be paid by Westan or SKI in  connection  with
the merger, the financing and related transactions are as follows:


                                                          Westan      SKI
                                                          ------      ---
Special Committee's financial advisor's fees and
expenses (1)                                             $ 61,400    $    --
Special Committee's fees                                    5,000         --
Legal and accounting fees and expenses                     30,000     30,000
Printing and solicitation fees and expenses                20,000         --
SEC filing fees                                               183         --
                                                              ---
  Total                                                  $116,583    $30,000
                                                         ========    =======
- ----------
(1) See "Special Factors--Opinion of Financial Advisor to the Special Committee."

     To the  extent  not  paid by SKI or  Westan  prior to  consummation  of the
merger,  all  such  fees  and  expenses  will be paid  by SKI if the  merger  is
consummated.  If the  merger  is not  consummated,  each  party  will  bear  its
respective fees and expenses, as provided in the merger agreement. SKI will loan
Westan approximately  $100,000 which will be used by Westan to defray its merger
costs.  The loan with  interest  at 6% per  annum  will be  repayable  on demand
although SKI  recognizes  that Westan has little or no present  ability to repay
the loan.  If the merger is not  consummated  through the fault of SKI, the loan
obligation will be cancelled. See "The Merger Agreement--Fees and Expenses."



                                    THE MERGER AGREEMENT

     The  following  is a  summary  of the  material  provisions  of the  merger
agreement and the amendment thereto,  copies of which are attached as Annex A to
this proxy statement.  This summary is qualified in its entirety by reference to
the full text of the merger agreement.

The Merger; Merger Consideration

     The merger  agreement  provides that the merger will become  effective upon
the filing of  articles of merger  with the  Secretary  of State of the State of
Wyoming or at such other time,  not to exceed 30 days after such filing,  as the
parties  may agree and  specify in the  certificate  of merger  (the  "effective
time").  If the merger is approved  at the special  meeting by the holders of at
least a  majority  of all  outstanding  shares  of common  stock,  and the other
conditions to the merger are  satisfied,  it is currently  anticipated  that the
merger will be consummated in early 2005; however,  there can be no assurance as
to the  timing of the  consummation  of the  merger or that the  merger  will be
consummated.

     At the effective time of the merger, LZ Acquisition will be merged with and
into Westan, the separate  corporate  existence of LZ Acquisition will cease and
Westan will continue as the surviving corporation. At the effective time:

o    each share of Westan common stock, issued and outstanding immediately prior
     to the  effective  time (other than common stock held by Messrs.  Lopez and
     Peck and their affiliates, SKI, LZ Acquisition, or dissenting stockholders)
     will,  by virtue of the  merger and  without  any action on the part of the
     holder thereof, be converted into and become the right to receive $0.32 per
     share, without interest;

o    each share of Westan common stock issued and outstanding  immediately prior
     to  the  effective  time  that  is  owned  by SKI  or LZ  Acquisition  will
     automatically  be canceled,  retired and cease to exist and no payment will
     be made with respect thereto;

o    each  share  of  common  stock of LZ  Acquisition  issued  and  outstanding
     immediately  prior to the effective  time will be converted into and become
     one share of common stock of Westan as the surviving  corporation  and will
     constitute the only outstanding share of capital stock of Westan;

o    dissenting stockholders who do not vote to approve the merger agreement and
     who otherwise  strictly comply with the provisions of the Wyoming  Business
     Corporation Act regarding statutory appraisal rights have the right to seek
     a determination of the fair value of the shares of common stock and payment
     in cash  therefor  in lieu of the merger  consideration  of $0.32 per share
     (see "Dissenters' Rights of Appraisal"); and

o    each certificate  representing shares of Westan common stock that have been
     converted to cash under the terms of the merger  agreement will,  after the
     effective time,  evidence only the right to receive,  upon the surrender of
     such  certificate,  an  amount of cash per  share  equal to $0.32,  without
     interest.

Treatment of Certain Shares Held by the Buyers

     On or immediately prior to the effective time,  Messrs.  Lopez and Peck and
their  affiliates  will  contribute  his or their  interests in Westan to SKI in
exchange for membership interests of SKI. The shares of Westan common stock held
by SKI will, pursuant to the merger agreement,  be canceled in the merger and no
consideration will be paid therefor. The one share of LZ Acquisition now held by
SKI will  automatically  be converted into one share of Westan which will be the
only Westan share outstanding after the effective time of the merger.

The Exchange Fund; Payment for Shares of Westan Common Stock

     On or  before  the  closing  date of the  merger,  SKI will  enter  into an
agreement with a bank, trust company or other exchange agent selected by SKI and
reasonably  satisfactory to Westan (the "exchange  agent").  As of the effective
time,  SKI or Westan will  deposit or cause to be  deposited  with the  exchange
agent cash in the  amount  equal to the  aggregate  merger  consideration  (such
amount  being  defined as the  number of shares to be  purchased  multiplied  by
$0.32,  and hereinafter  referred to as the "exchange  fund") for the benefit of
holders  of shares of Westan  common  stock  (other  than  common  stock held by
dissenting stockholders and shares to be canceled without consideration pursuant
to the merger agreement).

     Within five days following the effective time, the exchange agent will mail
to each  holder of record of  shares of common  stock  that have been  converted
pursuant to the merger agreement into the right to receive merger consideration,
a letter of transmittal and instructions for use in surrendering certificates in
exchange for the merger  consideration.  No  stockholder  should  surrender  any
certificate  until the stockholder  receives the letter of transmittal and other
instructions  relating  to  surrender.  Upon  surrender  of  a  certificate  for
cancellation to the exchange agent, together with a letter of transmittal,  duly
executed,  and such other customary documents as may be required pursuant to the
instructions,  the holder of such  certificate  will be  entitled  to receive in
exchange  therefor the merger  consideration  into which the number of shares of
common  stock  previously  represented  by  such  certificate  shall  have  been
converted  pursuant to the merger agreement,  without any interest thereon,  and
the certificates so surrendered will be canceled.

     If payment of the merger consideration is to be made to a person other than
the person in whose name the certificate surrendered is registered, it will be a
condition  of payment  that the  certificate  so  surrendered  will be  properly
endorsed  (together with signature  guarantees on such certificate) or otherwise
be in proper form for transfer and that the person  requesting  such payment pay
to the  exchange  agent any  transfer or other  taxes  required by reason of the
payment of the merger consideration to a person other than the registered holder
thereof or establish to the satisfaction of the exchange agent that such tax has
been paid or is not applicable.

     Stockholders  should not send their  certificates  now and should send them
only  pursuant  to  instructions  set forth in the letter of  transmittal  to be
mailed to  stockholders  promptly  after the effective  time. In all cases,  the
merger  consideration  will be paid only in accordance  with the  procedures set
forth in this proxy statement and the letter of transmittal.

     After three  hundred  and  sixty-five  days from the  effective  time,  the
exchange agent will deliver to Westan,  or otherwise at the direction of Westan,
any portion of the exchange fund that remains  undistributed  to or unclaimed by
the holders of certificates (including the proceeds of any investments thereof).
Any holders of certificates  who have not  theretofore  complied with the above-
described  procedures to receive  payment of the merger  consideration  may then
look only to Westan for  payment of the merger  consideration  to which they are
entitled.

Transfers of Common Stock

     At the effective  time,  Westan's stock transfer books will be closed,  and
there will be no further  transfers of  certificates on the records of Westan or
its transfer agent.  If, after the effective time  certificates are presented to
the exchange agent or Westan, they will be canceled and exchanged for the merger
consideration  as  provided  above  and  pursuant  to the  terms  of the  merger
agreement (subject to applicable law in the case of dissenting stockholders).

Conditions to the Merger

     The  respective  obligations  of SKI and LZ  Acquisition  and of  Westan to
consummate  the merger are subject to the  fulfillment  or waiver (to the extent
permitted  by  applicable  law) at or prior  to the  effective  time of  certain
conditions including the following:

o    the merger  agreement  shall have been adopted by the requisite vote of the
     stockholders of Westan in accordance with Wyoming Business Corporation Act;
     and

o    none of the parties to the merger  agreement  shall be subject to any order
     or injunction of any governmental  authority of competent jurisdiction that
     prohibits the  consummation of the merger;  if any such order or injunction
     shall have been issued,  each party has agreed to use its  reasonable  best
     efforts to have such order overturned or injunction lifted.

     Unless waived by Westan,  the  obligation of Westan to effect the merger is
also subject to the following additional conditions:

o    SKI and LZ Acquisition  shall have performed in all material respects their
     agreements contained in the merger agreement required to be performed on or
     prior to the effective time and the  representations  and warranties of SKI
     and LZ  Acquisition  contained  in the merger  agreement  shall be true and
     correct on and as of the  effective  time as if made at and as of such date
     (except to the extent that such  representations and warranties speak as of
     an earlier date),  except for failures to perform or to be true and correct
     that would not reasonably be expected to have a material  adverse effect on
     SKI or LZ Acquisition,  and Westan shall have received a certificate of the
     chief executive officer or chief financial officer of SKI to that effect.

     Unless  waived by SKI and LZ  Acquisition,  the  obligations  of SKI and LZ
Acquisition  to effect  the  merger  are  subject  to the  following  additional
conditions:

o    Westan  shall  have  performed  in all  material  respects  its  agreements
     contained in the merger  agreement  required to be performed on or prior to
     the  effective  time  and the  representations  and  warranties  of  Westan
     contained  in the merger  agreement  shall be true and correct on and as of
     the effective  time as if made at and as of such date (except to the extent
     that such  representations  and  warranties  speak as of an earlier  date),
     except for  failures to perform  and to be true and correct  that would not
     reasonably be expected to have a material adverse effect on Westan, and SKI
     shall have received a  certificate  of the chief  executive  officer or the
     chief financial officer of Westan to that effect;

o    no  suit,  action  or  other  claim  shall  have  been  instituted  by  any
     shareholder or third party challenging the merger; and

o    the number of dissenting  shares shall  constitute  not more than 5% of the
     shares of Westan outstanding immediately prior to the effective time.

Representations and Warranties

     The merger agreement contains  representations and warranties of SKI and LZ
Acquisition and Westan.

     The  representations  and warranties of SKI and LZ  Acquisition  relate to,
among other things:

o    their respective organization and qualification to do business;

o    their  authority to enter into and consummate the merger  agreement and the
     transactions contemplated thereby;

o    the absence of a conflict between the merger agreement and the transactions
     contemplated  thereby, with laws applicable to, and material agreements of,
     SKI and LZ Acquisition;

o    the consents and filings  required with respect to the merger agreement and
     the transactions contemplated thereby;

o    the  accuracy of the  information  provided by SKI and LZ  Acquisition  for
     inclusion  in this proxy  statement  and in filings to be made with the SEC
     with respect to the proposed merger;

o    approval  of the  merger  agreement  by  the  stockholders  of  SKI  and LZ
     Acquisition; and

o    the lack of brokers used by SKI and LZ Acquisition.

The representations and warranties of Westan relate to, among other things:

o    the  organization  and  qualification  to do  business  of  Westan  and its
     subsidiaries;

o    the capitalization of Westan;

o    Westan's and its  subsidiaries'  authority to enter into and consummate the
     merger agreement and the transactions contemplated thereby;

o    the absence of a conflict between the merger agreement and the transactions
     contemplated  thereby, with laws applicable to, and material agreements of,
     Westan and its subsidiaries;

o    the consents and filings  required with respect to the merger agreement and
     the transactions contemplated thereby;

o    the accuracy of previous filings made with the SEC;

o    compliance with law and contracts;

o    the  accuracy of the proxy  statement  and  filings  made with the SEC with
     respect to the proposed merger;

o    the  absence of  undisclosed  liabilities  and  changes in the  business of
     Westan;

o    the status of litigation;

o    compliance with respect to taxes, employee plans and environmental matters;

o    title to properties;

o    the required  vote of  stockholders  of Westan with respect to the proposed
     merger; and

o    the lack of brokers used by Westan.

Covenants

     Westan has agreed to  operate,  and to cause  each of its  subsidiaries  to
operate,  their respective  businesses in the ordinary and usual course prior to
the effective time. In this regard,  Westan has agreed that it will not, without
the  consent of SKI,  engage in  certain  types of  transactions.  Specifically,
Westan has agreed that prior to the  effective  time,  Westan  shall,  and shall
cause its subsidiaries to:

o    conduct  their  respective  businesses  in the ordinary and usual course of
     business and consistent with past practice;

o    not  (a)  amend  or  propose  to  amend   their   respective   articles  of
     incorporation or bylaws or equivalent  constitutional documents, (b) split,
     combine or reclassify their outstanding capital stock, or (c) declare,  set
     aside or pay any dividend or distribution payable in cash, stock,  property
     or  otherwise,  except for the payment of  dividends  or  distributions  to
     Westan or a  wholly-owned  subsidiary  of Westan by a director  or indirect
     wholly-owned subsidiary of Westan;

o    not issue,  sell, pledge or dispose of, or agree to issue,  sell, pledge or
     dispose of, any additional shares of, or any options, warrants or rights of
     any kind to acquire any shares of, their  capital stock of any class or any
     debt or equity  securities  convertible  into or exchangeable  for any such
     capital  stock,  except that Westan may issue  shares upon the  exercise of
     options outstanding on the date hereof;

o    not  (a)  incur  or  become   contingently   liable  with  respect  to  any
     indebtedness  for  borrowed  money other than  borrowings  in the  ordinary
     course of business or borrowings  under the existing  credit  facilities of
     Westan or of any of its  subsidiaries up to the existing  borrowing  limit,
     and  borrowings  to  refinance  existing  indebtedness  on terms  which are
     reasonably  acceptable  to SKI; (b) redeem,  purchase,  acquire or offer to
     purchase  or  acquire  any  shares  of its  capital  stock or any  options,
     warrants  or rights to acquire  any of its  capital  stock or any  security
     convertible  into or  exchangeable  for its  capital  stock  other  than in
     connection with the exercise of outstanding  options  pursuant to the terms
     of  Westan's  option  plans;  (c)  without  SKI's  consent,  or  except  as
     previously  disclosed  to  SKI,  make  any  acquisition  of any  assets  or
     businesses  other than  expenditures  for  current  assets in the  ordinary
     course of  business  and  expenditures  for fixed or capital  assets in the
     ordinary course of business; (d) without SKI's consent acquire any property
     in  Wyoming;  (e)  sell,  pledge,  dispose  of or  encumber  any  assets or
     businesses  other  than sales of  businesses  or assets  disclosed  to SKI,
     pledges or  encumbrances  pursuant to  existing  edit  facilities  or other
     permitted  borrowings,  sales of real estate assets or facilities  for cash
     consideration (including any debt assumed by the buyer of such real estate,
     assets or facilities) to  non-affiliates of Westan of less than $100,000 in
     each such case and  $500,000 in the  aggregate,  sales or  dispositions  of
     businesses  or assets as may be required by  applicable  law,  and sales or
     dispositions  of  assets in the  ordinary  course,  or (f)  enter  into any
     binding contract, agreement,  commitment or arrangement with respect to any
     of the foregoing;

o    use all reasonable  efforts to preserve  intact their  respective  business
     organizations and goodwill, keep available the services of their respective
     present officers and key employees,  and preserve the goodwill and business
     relationships with customers and others having business  relationships with
     them,  other  than  as  expressly  permitted  by the  terms  of the  merger
     agreement;

o    not  enter  into,  amend,  modify  or  renew  any  employment,  consulting,
     severance or similar  agreement  with,  or grant any salary,  wage or other
     increase  in  compensation  or  increase  in any  employee  benefit to, any
     director or officer of Westan or of any of its subsidiaries, except (a) for
     changes  that are  required  by  applicable  law,  (b) to satisfy  existing
     obligations, or (c) in the ordinary course of business consistent with past
     practice;

o    not enter into, establish, adopt, amend or modify any pension,  retirement,
     stock purchase, savings, profit sharing, deferred compensation, consulting,
     bonus,  group  insurance or other  employee  benefit,  incentive or welfare
     plan,  agreement,  program or  arrangement,  in  respect  of any  director,
     officer or employee of Westan or of any of its subsidiaries, except in each
     such  case  as may be  required  by  applicable  law  or by  the  terms  of
     contractual  obligations  existing  as of the date  hereof,  including  any
     collective bargaining agreement;

o    not make expenditures, including, but not limited to, capital expenditures,
     or enter into any binding  commitment  or  contract  to make  expenditures,
     except (a)  expenditures  which Westan or its  subsidiaries  are  currently
     contractually  committed  to make,  (b) other  expenditures  not  exceeding
     $250,000  individually  or $500,000  in the  aggregate,  (c) for  emergency
     repairs and other  expenditures  necessary  in light of  circumstances  not
     anticipated as of the date of the merger  agreement  which are necessary to
     avoid significant  disruption to Westan's business or operations consistent
     with past practice (and, if reasonably practicable, after consultation with
     SKI), or (d) for repairs and maintenance in the ordinary course of business
     consistent with past practice;

o    not make, change or revoke any material tax election unless required by law
     or make any agreement or settlement with any taxing authority regarding any
     material  amount  of  taxes  or  which  would  reasonably  be  expected  to
     materially  increase the  obligations of Westan to pay taxes in the future;
     and

o    not  settle or  compromise  any  litigation  to which  Westan or any of its
     subsidiaries  is a party or with respect to which they may incur  liability
     in excess of $250,000  per action or claim or $500,000  for all actions and
     claims in the aggregate.

     Nothing contained in the merger agreement is intended to give SKI, directly
or  indirectly,  rights to control or direct  Westan's  operations  prior to the
effective time.  Prior to the effective time,  Westan will exercise,  consistent
with the terms and  conditions  of the merger  agreement,  complete  control and
supervision of its operations.

     Westan and SKI have made further agreements regarding,  among other things,
advising each other of  representations  or  warranties  contained in the merger
agreement becoming untrue, of their respective failure to comply with or satisfy
covenants,  conditions or agreements  contained in the merger agreement,  and of
any change,  event or circumstance  that could  reasonably be expected to have a
material  adverse  effect on such  party or on its  ability  to  consummate  the
proposed  merger,  cooperating  in  the  preparation  of  required  governmental
filings,  in obtaining  required  permits and  regulatory  approvals  and in the
release  of  public  announcements,  and  granting  access  to  information  and
maintaining confidentiality.

     The merger agreement  provides that, prior to the effective time or earlier
termination of the merger agreement, except as described below, Westan will not,
and will not permit any of its subsidiaries to,  initiate,  solicit,  negotiate,
encourage or provide confidential information to facilitate, and Westan will use
all reasonable efforts to cause any officer,  director or employee of Westan, or
any attorney,  accountant,  investment banker,  financial advisor or other agent
retained by it or any of its subsidiaries not to, initiate,  solicit, negotiate,
encourage or provide non-public or confidential  information to facilitate,  any
proposal  or offer  to  acquire  all or any  substantial  part of the  business,
properties  or capital stock of Westan,  whether by merger,  purchase of assets,
tender  offer  or  otherwise,   whether  for  cash,   securities  or  any  other
consideration or combination  thereof (any such  transactions  being referred to
herein as an "Acquisition Transaction").

     Notwithstanding  the  limitations  described  above,  Westan may,  prior to
receipt of Westan's stockholders' approval of the merger agreement,  in response
to an  unsolicited  bona  fide  written  offer or  proposal  with  respect  to a
potential or proposed Acquisition  Transaction  ("Acquisition  Proposal") from a
corporation,  partnership,  person  or  other  entity  or  group  (a  "Potential
Acquirer") which Westan's board of directors  determines in good faith and after
consultation with the special committee's  independent financial advisor,  could
reasonably  be expected to result (if  consummated  pursuant to its terms) in an
Acquisition  Transaction more favorable to Westan's stockholders than the merger
(a   "Qualifying   Proposal"),   furnish   (subject  to  the   execution   of  a
confidentiality  agreement)  confidential  or  non-public  information  to,  and
negotiate with, such Potential  Acquirer,  may resolve to accept,  or recommend,
and, upon  termination  of the merger  agreement and after payment to SKI of the
fee described under "--Termination"  below, enter into agreements relating to, a
Qualifying  Proposal  which  Westan's  board of  directors,  in good faith,  has
determined is reasonably  likely to be consummated.  Westan's board of directors
may also take and disclose to Westan's  stockholders a position  contemplated by
Rule 14e-2 under the Exchange Act (stating  Westan's position on any third-party
tender offers) or otherwise make disclosure  required by the federal  securities
laws.

Termination of the Merger Agreement

     The merger  agreement may be terminated  and the merger may be abandoned at
any time prior to the effective time (notwithstanding any approval of the merger
agreement by the stockholders of Westan):

o    by mutual written consent of Westan and SKI;

o    by either  Westan or SKI, if the merger has not been  consummated  by March
     31,  2005,  unless  extended  by the  parties,  provided  that the right to
     terminate the merger  agreement is not available to any party whose failure
     to fulfill any of its obligations  under the merger  agreement has been the
     cause of or resulted in the failure to consummate the merger by such date;

o    by either Westan or SKI if any judgment,  injunction,  order or decree of a
     court  or  governmental  agency  or  authority  of  competent  jurisdiction
     restrains or prohibits the  consummation of the merger,  and such judgment,
     injunction,  order or decree  becomes final and  nonappealable  and was not
     entered at the request of the terminating party;

o    by either  Westan or SKI, if (a) there has been a breach by the other party
     of any  representation or warranty  contained in the merger agreement which
     has not been cured in all material  respects  within 30 days after  written
     notice of such  breach by the  terminating  party,  or (b) there has been a
     breach  of any of the  covenants  or  agreements  set  forth in the  merger
     agreement  on the part of the  other  party,  which is not  curable  or, if
     curable, is not cured within 30 days after written notice of such breach is
     given by the terminating party to the other party;

o    by Westan  if,  prior to receipt of Westan  stockholders'  approval  of the
     merger agreement,  Westan receives a superior proposal,  resolves to accept
     such superior proposal, and gives SKI two days' prior written notice of its
     intention to terminate the merger agreement,  however such termination will
     not be  effective  until such time as the  payment  discussed  below  under
     "--Fees and Expenses" has been received by SKI;

o    by SKI, if the board of  directors  of Westan has failed to  recommend,  or
     withdraws,  modifies  or amends in any  material  respect  its  approval or
     recommendation of the merger or resolves to do any of the foregoing, or has
     recommended  another  Acquisition  Proposal or if the board of directors of
     Westan has resolved to accept a superior proposal or has recommended to the
     stockholders  of Westan  that they  tender  their  shares in a tender or an
     exchange offer  commenced by a third party  (excluding any affiliate of SKI
     or any group of which any affiliate of Westan is a member);

o    by SKI, if any suit,  action or other claim shall have been  instituted  by
     any shareholder or third party challenging the merger; or

o    by Westan or SKI if the  stockholders  of Westan fail to approve the merger
     at a duly held meeting of stockholders  called for such purpose  (including
     any adjournment or postponement  thereof) or by SKI if holders of more than
     5% of  Westan's  outstanding  shares vote  against the merger and  exercise
     their dissenters' rights.

Fees and Expenses

     All costs and expenses incurred in connection with the merger agreement and
the transactions  contemplated  thereby will be paid by the party incurring such
expenses.

Westan agreed to pay SKI a fee in the amount of $50,000 if:

o    Westan  terminates  the  merger  agreement  because,  prior to  receipt  of
     Westan's stockholders' approval, it has received a superior proposal from a
     third party and resolves to accept the superior proposal;

o    SKI  terminates  the merger  agreement  because the board of  directors  of
     Westan has failed to  recommend,  or  withdraws,  modifies or amends in any
     material  respect its approval of the merger,  has  recommended  a superior
     proposal,  has resolved to accept a superior  proposal or has recommended a
     third party tender or exchange offer to stockholders; or


o    the merger  agreement is  terminated  for any reason at a time at which SKI
     was not in material breach of its  representations,  warranties,  covenants
     and  agreements  contained  in the merger  agreement  and was  entitled  to
     terminate  the  merger  agreement  because  Westan  stockholders  failed to
     approve  the merger at a duly  called  meeting and (a) prior to the time of
     the  stockholders'  meeting a  proposal  by a third  party  relating  to an
     Acquisition  Transaction had been publicly proposed or publicly  announced,
     and (b) on or prior to the 12 month  anniversary of the  termination of the
     merger  agreement  Westan or any of its  subsidiaries or affiliates  enters
     into an  agreement  or  letter of  intent  (or  resolves  or  announces  an
     intention to do so) with respect to an Acquisition  Transaction involving a
     person,  entity or group if such  person,  entity,  group (or any member of
     such group,  or any affiliate of any of the foregoing) made a proposal with
     respect to an  Acquisition  Transaction  on or after the date of the merger
     agreement  and  prior to the  stockholders'  meeting  and such  Acquisition
     Transaction is consummated.

     SKI will release Westan from loans made to Westan in the approximate amount
of $100,000 if SKI fails to consummate the merger by 12:00 noon Mountain Time on
March 31, 2005,  unless  extended by the parties,  if Westan has  satisfied  the
conditions  to closing the merger  required  of it,  unless the failure to do so
resulted  from  breach of a  representation,  warranty  or covenant of SKI or LZ
Acquisition  under the  merger  agreement.  If SKI  fails to close  the  merger,
release of the loans will be considered Westan's liquidated damages.

Amendment/Waiver

     Before or after approval of the merger agreement by the  stockholders,  the
merger agreement may be amended by the written  agreement of the parties thereto
at any time prior to the effective  time if such  amendment is approved by their
respective boards of directors.

     At any time prior to the effective time, Westan, SKI and LZ Acquisition may
extend the time for  performance of any of the  obligations or other acts of the
other  parties  to  the  merger   agreement,   waive  any  inaccuracies  in  the
representations  and  warranties  contained  in the merger  agreement  or in any
document  delivered  pursuant to the merger agreement,  or waive compliance with
any agreements or conditions contained in the merger agreement. Any extension or
waiver will be valid only if set forth in writing and signed by the party making
such extension or waiver.



                                   THE VOTING AGREEMENTS

     Manuel B. Lopez, James M. Peck,  officers and directors of Westan and their
affiliates,  entered into voting agreements on November 15, 2004. The agreements
cover 5,438,213  shares, or approximately  54% of Westan's  outstanding  shares.
These persons have agreed that they will vote in accordance with the majority of
shares cast for or against the proposed transaction by unaffiliated stockholders
voting  in  person  or by proxy at the  special  meeting.  The  agreements  will
terminate automatically on the earliest of:

o    the date on which the merger agreement is terminated;

o    the closing of the merger agreement; and

o    March 31, 2005 unless extended by the parties.



                              DISSENTERS' RIGHTS OF APPRAISAL

     The  following  is a summary  of  dissenters'  rights  available  to Westan
stockholders,  which  summary  is not  intended  to be a complete  statement  of
applicable  Wyoming law and is qualified in its entirety by reference to Article
13 of the Wyoming Business  Corporation Act ("WBCA"),  which is set forth in its
entirety as Annex C.

Right to Dissent

     Westan  stockholders  are  entitled  to dissent  from the merger and obtain
payment of the fair value of their shares if and when the merger is effectuated.
"Fair  value,"  with  respect to a  dissenter's  shares,  means the value of the
shares  immediately  before the  effective  time of the  merger,  excluding  any
appreciation  or depreciation in anticipation of the merger except to the extent
that exclusion would be inequitable. Under Article 13 of the WBCA, a stockholder
entitled to dissent and obtain  payment for his,  her or its shares may not also
challenge the corporate  action  creating the right to dissent unless the action
is unlawful or fraudulent with respect to the stockholder or the corporation.

     Under  Section  7-16-1303(a)  of the WBCA a record  stockholder  may assert
dissenters'  rights  as to  fewer  than  all  shares  registered  in the  record
stockholder's name only if the record  stockholder  dissents with respect to all
shares  beneficially  owned by any one  person and  causes  the  corporation  to
receive  written  notice  which  states such  dissent and the name,  address and
federal taxpayer  identification  number, if any, of each person on whose behalf
the record stockholder asserts dissenters' rights.

     Section 7-16-1303(b) of the WBCA provides that a beneficial stockholder may
assert dissenters' rights as to the shares held on the beneficial  stockholder's
behalf only if (a) the beneficial  stockholder causes the corporation to receive
the record stockholder's  written consent to the dissent not later than the time
the beneficial  stockholder  asserts  dissenters'  rights and (b) the beneficial
stockholder  dissents  with  respect  to all  shares  beneficially  owned by the
beneficial stockholder.

     Westan will require that, when a record  stockholder  dissents with respect
to the  shares  held by any  one or  more  beneficial  stockholders,  each  such
beneficial  stockholder  must certify to Westan that the beneficial  stockholder
has asserted, or will timely assert, dissenters' rights as to all such shares as
to which there is no limitation on the ability to exercise dissenters' rights.

Procedure for Exercise of Dissenters' Rights

     The notice  accompanying  this proxy statement states that  stockholders of
Westan are entitled to assert dissenters' rights under Article 13 of the WBCA. A
Westan  stockholder  who wishes to assert  dissenters'  rights shall:  (a) cause
Westan to receive before the vote is taken on the merger at the special meeting,
written  notice  of the  stockholder's  intention  to  demand  payment  for  the
stockholder's  shares if the merger is effectuated;  and (b) not vote the shares
in favor of the merger. A Westan  stockholder who does not satisfy the foregoing
requirements  will not be entitled to demand payment for his or her shares under
Article 13 of the WBCA.

Dissenters' Notice

     If the merger is approved at the special meeting,  Westan will send written
notice to dissenters  who are entitled to demand  payment for their shares.  The
notice  required  by  Westan  will be  given  no later  than 10 days  after  the
effective  time and will: (a) state that the merger was authorized and state the
effective  time or  proposed  effective  date of the  merger,  (b) set  forth an
address at which Westan will receive  payment demands and the address of a place
where  certificates must be deposited,  (c) supply a form for demanding payment,
which form shall  request a dissenter to state an address to which payment is to
be made,  (d) set the date by which Westan must  receive the payment  demand and
certificates for shares,  which date will not be less than 30 days nor more than
60 days  after the date the notice is given,  (e) state that if a record  Westan
stockholder  dissents  with  respect  to the  shares  held  by any  one or  more
beneficial  stockholders each such beneficial stockholder must certify to Westan
that  the  beneficial   stockholder   and  the  record   stockholder  or  record
stockholders of all shares owned beneficially by the beneficial stockholder have
asserted, or will timely assert,  dissenters' rights as to all such shares as to
which there is no limitation of the ability to exercise  dissenters' rights, and
(f) be accompanied by a copy of Article 13 of the WBCA.

Procedure to Demand Payment

     A  stockholder  who is given a  dissenters'  notice to  assert  dissenters'
rights will, in accordance with the terms of the dissenters'  notice,  (a) cause
Westan to receive a payment  demand  (which  may be a demand  form  supplied  by
Westan and duly  completed  or other  acceptable  writing)  and (b)  deposit the
stockholder's  stock   certificates.   A  stockholder  who  demands  payment  in
accordance  with the foregoing  retains all rights of a stockholder,  except the
right to transfer the shares until the effective time, and has only the right to
receive  payment for the shares after the  effective  time. A demand for payment
and deposit of  certificates  is  irrevocable  except that if the effective time
does not  occur  within  60 days  after  the date set by Westan by which it must
receive the payment demand,  Westan will return the deposited  certificates  and
release the transfer  restrictions  imposed.  If the effective  time occurs more
than 60 days after the date set by Westan by which it must  receive  the payment
demand, then Westan will send a new dissenters' notice. A Westan stockholder who
does not demand  payment  and deposit his or her Westan  share  certificates  as
required  by the date or dates set forth in the  dissenters'  notice will not be
entitled to demand payment for his, her or its Westan shares under Article 13 of
the WBCA, in which case,  pursuant to the merger  agreement,  he, she or it will
receive cash  consideration  for each of his, her or its shares equal to the per
share price received by non-dissenting stockholders.

Payment

     At the  effective  time or upon receipt of a payment  demand,  whichever is
later,  Westan will pay each dissenter who complied with the notice requirements
referenced in the preceding paragraph,  the Westan estimate of the fair value of
the dissenter's shares plus accrued interest. Payment shall be accompanied by an
audited balance sheet as of the end of the most recent fiscal year of Westan or,
an audited income  statement for that year, and an audited  statement of changes
in stockholders'  equity for that year and an audited statement of cash flow for
that year, as well as the latest available financial statements, if any, for the
interim period,  which interim financial  statements will be unaudited.  Payment
will also be  accompanied  by a statement  of the estimate by Westan of the fair
value of the shares and an explanation of how the interest was calculated, along
with a  statement  of the  dissenter's  right to  demand  payment  and a copy of
Article 13 of the WBCA.  With  respect to a dissenter  who  acquired  beneficial
ownership of his, her or its shares after  Westan's  first  announcement  of the
terms of the transaction on November 15, 2004, or who does not certify that his,
her or its shares were acquired before that date,  Westan may, in lieu of making
the payment described above,  offer to make such payment if the dissenter agrees
to accept it in full satisfaction of the demand.

If Dissenter is Dissatisfied with Offer

     If a dissenter  disagrees with the Westan payment or offer,  such dissenter
may give  notice to Westan in writing of the  dissenter's  estimate  of the fair
value of the dissenter's shares and of the amount of interest due and may demand
payment of such  estimate,  less any payment made prior  thereto,  or reject the
offer of Westan and demand  payment of the fair value of the shares and interest
due if: (a) the dissenter  believes that the amount paid or offered is less than
the  fair  value  of the  shares  or  that  the  interest  due  was  incorrectly
calculated,  (b) Westan fails to make payment  within 60 days after the date set
by Westan by which it must  receive  the  payment  demand or (c) Westan does not
return  deposited  certificates  if the effective time is 60 days after the date
set by Westan by which the payment  demand  must be received by the  stockholder
asserting  dissenter's  rights.  A dissenter  waives the right to demand payment
under  this  paragraph  unless he or she  causes  Westan to  receive  the notice
referenced in this paragraph within 30 days after Westan makes or offers payment
for the shares of the dissenter, in which event, such dissenter will receive all
cash for his or her  Westan  shares in an  amount  equal to the  amount  paid or
offered by Westan.

Judicial Appraisal of Shares

     If a  demand  for  payment  made  by a  dissenter  as set  forth  above  is
unresolved,  Westan may,  within 60 days after  receiving  the  payment  demand,
commence a proceeding  and  petition a court to determine  the fair value of the
shares and accrued  interest.  If Westan does not commence the proceeding within
the 60 day  period,  it  shall  pay  to  each  dissenter  whose  demand  remains
unresolved the amount  demanded.  Westan must commence any proceeding  described
above in the District  Court of the County of Teton,  Wyoming.  Westan must make
all dissenters whose demands remain  unresolved  parties to the proceeding as in
an action  against their shares,  and all parties shall be served with a copy of
the petition.  Jurisdiction  in which the proceeding is commenced is plenary and
exclusive.  One or more persons may be appointed by the court as  appraisers  to
receive  evidence and  recommend a decision on the  question of fair value.  The
appraisers will have the power described in the court order appointing them. The
parties to the  proceeding  will be  entitled  to the same  discovery  rights as
parties  in  other  civil  proceedings.  Each  dissenter  made  a  party  to the
proceeding  will be entitled to  judgment  for the amount,  if any, by which the
court finds the fair value of the dissenter's shares,  plus interest,  to exceed
the  amount  paid  by  Westan,  or for  the  fair  value,  plus  interest,  of a
dissenter's shares for which Westan elected to withhold payment.

Court and Counsel Fees

     The  court in an  appraisal  proceeding  shall  determine  all costs of the
proceeding,  including the  reasonable  compensation  and expenses of appraisers
appointed by the court.  The court will assess the costs against Westan;  except
that the court may assess costs  against all or some of the  dissenters,  in the
amount  the court  finds  equitable,  to the  extent  the court  finds  that the
dissenters  acted  arbitrarily,  vexatiously,  or not in good faith in demanding
payment.  The court may also assess the fees and expenses of counsel and experts
for the respective  parties,  in amounts the court finds equitable:  (a) against
Westan and in favor of the  dissenters  if the court  finds that  Westan did not
substantially  comply with its obligations under the dissenter's rights statute,
or (b) against  either Westan or one or more  dissenters,  in favor of any other
party,  if the court finds that the party against whom the fees and expenses are
assessed acted arbitrarily, vexatiously or not in good faith with respect to the
rights  provided by Article 13 of the WBCA. If the court finds that the services
of counsel for any dissenter were of substantial benefit to the other dissenters
similarly situated,  and that the fees for those services should not be assessed
against Westan,  the court may award to such counsel  reasonable fees to be paid
out of the amount awarded to the dissenters who were benefited.

     Any written  notice  required to be sent to Westan by a Westan  stockholder
electing to exercise his or her dissenter's  rights under Article 13 of the WBCA
should be to James M. Peck at the offices of Westan,  400 East Snow King Avenue,
Post Office Box 1846, Jackson, Wyoming 83001.



                                MARKET FOR THE COMMON STOCK

Common Stock Market Price Information; Dividend Information

     Westan's  common stock is traded on the OTC Bulletin  Board and in the pink
sheets under the symbol  "WSTD." The  following  table  shows,  for the calendar
quarters  indicated,  the per share  high and low  closing  prices of the common
stock  based on  published  financial  sources.  WSTD  trading  volume  has been
extremely low, and trading  transactions  have been isolated and sporadic in the
last several years.  Westan has not paid any dividends on its common stock since
its inception in 1955.

                                                                 Total
         2002                Low                High             Share
         ----                                                    Volume
                                                                 ------

      First Quarter        $0.05             $ 0.07              39,600
      Second Quarter        0.06               0.05              29,200
      Third Quarter         0.06               0.03              46,500
      Fourth Quarter        0.05               0.03              90,200

                                                                 Total
         2003                Low                High             Share
         ----                                                    Volume
                                                                 ------

      First Quarter        $0.03             $ 0.05               56,600
      Second Quarter        0.03               0.05               14,700
      Third Quarter         0.01               0.03              223,500
      Fourth Quarter        0.01               0.25              360,260

                                                                 Total
         2004                Low                 High            Share
         ----                                                    Volume
                                                                 ------

      First Quarter        $0.11             $ 0.13               69,892
      Second Quarter        0.08               0.11               75,400
      Third Quarter         0.08               0.15              119,540
      Fourth Quarter)       0.08               0.30              198,990


     On November  15,  2004,  the last day  Westan's  stock  traded prior to the
public announcement of the merger transaction described in this proxy statement,
the closing  price of its common stock on the OTC Bulletin  Board was $0.12.  On
November 20, 2004,  the closing  prices for the common stock on the OTC Bulletin
Board was  $0.30.  The  market  price for  Westan  common  stock is  subject  to
fluctuation and stockholders are urged to obtain current market quotations.

     As of November 20, 2004, there were 9,963,015 shares of our $0.05 par value
common stock issued and outstanding.

Common Stock Purchase Information

     Neither  Westan nor any of its  executive  officers  or  directors,  or the
Buyers or any of their  affiliates,  has engaged in any transaction with respect
to Westan's common stock within the past 60 days.  Since December 31, 2001, none
of the foregoing persons has purchased any of Westan's common stock, except that
on November 14, 2003 Manuel B. Lopez purchased 1,847,018 shares held by Stanford
E. Clark and his affiliates at a price of $0.29 per share.




                      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                       AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership of Westan's  common stock as of December 31, 2004 for: (a) each of its
directors  and  executive  officers,  (b)  all of the  directors  and  executive
officers  as a group,  and (c) each  person  known by Westan to be a  beneficial
owner of more than 5% of its  common  stock.  All  information  with  respect to
beneficial  ownership by our directors,  executive officers or beneficial owners
has been furnished by the respective  director,  officer or beneficial owner, as
the case may be. Unless indicated  otherwise,  each of the stockholders has sole
voting  and  investment  power  with  respect  to the  shares  of  common  stock
beneficially owned.

                                         Amount and Nature of      Percent
                                         Beneficial Ownership        of
               Name                     Direct        Indirect      Class
               ----                     ------        --------    ----------

Stanford E. Clark...................        -0-            -0-           -0-

Deborah Wilson Lopez &
Manuel B. Lopez, TTEES
Deborah Wilson Lopez
Living Trust, dated
February 25, 1997...................                 1,500,000(1)      15.1%

Manuel B. Lopez &
Deborah Wilson Lopez, TTEES
Manuel B. Lopez
Living Trust, dated
February 25, 1997
P.O. Box 928
Jackson, Wyoming 83001..............  2,582,122(1)          --         25.9%

James M. Peck.......................
Box 1233
Jackson, Wyoming 83001..............    688,046(2)     668,045(2)      13.6%

David Peck
924 Nevada
Lovell, Wyoming 82431...............    668,046             --          6.8%

John Peck
Box 1137
Jackson, Wyoming 83001..............    668,045             --          6.8%

Directors and executive
officers as a group
  (three persons)...................  3,270,168      2,168,045         54.6%
- -------------

(1)  These shares are owned by the respective  trusts,  dated February 25, 1997.
     Manuel  B.  Lopez is a  trustee  of both  trusts  and may be deemed to have
     voting and/or investment powers over the shares.

(2)  James M. Peck,  owns  688,046  shares  directly  and is the  trustee of the
     Elizabeth Ann  Christensen  Trust, a trust for his sister's  benefit,  that
     owns 668,045 shares. Mr. Peck disclaims  beneficial ownership of the shares
     held by the Trust.

     We  have no  shares  authorized  for  issuance  under  any  option,  equity
compensation, or similar plan.



                                  DIRECTORS AND MANAGEMENT

Westan

     Set forth  below are the name of each  director  and  executive  officer of
Westan and his position with Westan.  Their  business  addresses are the same as
Westan: 400 East Snow King Avenue, Post Office Box 1846, Jackson, Wyoming 83001.
Each is a citizen of the United  States of  America.  None of these  persons has
been  convicted in a criminal  proceeding  in the last five years nor has any of
them been a party to any judicial or administrative  proceeding during that time
which  resulted in a judgment,  decree or final order  enjoining the person from
future  violations  of or  prohibiting  activities  subject  to federal or state
securities  laws or a finding of any  violation  of federal or state  securities
laws. Also set forth below are the material occupations,  positions, offices and
employment  of each  such  person  and  the  name of any  corporation  or  other
organization in which any material occupation, position, office or employment of
each such person was held during the last five years. All directors and officers
are citizens of the United States.

                 Name                 Age           Position(s) Held
                 ----                 ---           ----------------

            Manuel B. Lopez           61      President, Treasurer and a
                                              director
            James M. Peck             40      Secretary and a director
            Stanford E. Clark*        87      A director
- -------------------

*    On  December  5,  2004,  Mr.  Clark died  unexpectedly.  No person has been
     nominated  or  elected  to fill his  position  as of the date of this proxy
     statement.

     Manuel B. Lopez was a Vice  President  and a director of Westan since 1979.
He became  President upon the retirement of Mr. Clark on January 6, 2004. He has
also been the President and a director of Snow King Resort,  Inc. ("SKRI") since
February,  1992. SKRI is our principal  subsidiary.  He has been President and a
director of Snow King Resort Management, Inc. ("SKRMI") since 1986. This company
is a management company which was co-owned by Messrs.  Lopez and Clark until Mr.
Clark's retirement in 2004. It is now owned by Mr. Lopez.

     James M.  Peck  has been a  director  of  Westan  since  January  1,  1988,
corporate Secretary since 1999 and our Treasurer since January 6, 2004. Mr. Peck
also owns and operates a miniature golf course in Jackson,  Wyoming. He acquired
a company that provides  float trips on the Snake River near Jackson in 1993. He
has been a director and employee of SKRI since February, 1992.

     Stanford E. Clark was President,  Treasurer,  Comptroller and a director of
Westan from 1957  through  1969 and from 1974 to January 6, 2004 when he retired
in all capacities  except as one of our three directors.  He was Treasurer and a
director of SKRI since  February,  1992. He was Vice President and a director of
SKRMI from 1986 until his retirement in 2004.

     No family  relationships  exist  between or among any of our  director  and
executive officers. No director serves as a director of any other company with a
class of equity securities  registered under the Securities Exchange Act of 1934
or a company  registered as an investment  company under the Investment  Company
Act of 1940.

SKI and LZ Acquisition

     Manuel B.  Lopez  and  James M.  Peck own 100% of SKI and Mr.  Lopez is the
manager of SKI.  Mr.  Lopez and Mr. Peck  comprise  the board of directors of LZ
Acquisition. After the merger, Mr. Lopez and Mr. Peck will comprise the board of
directors of Westan.  Mr. Lopez will continue to serve as Westan's President and
Mr. Peck will continue to serve as Secretary and  Treasurer.  The resumes of Mr.
Lopez and Mr. Peck are set forth above.



                 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This proxy statement contains or incorporates by reference certain forward-
looking  statements  and  information  relating  to Westan that are based on the
beliefs of management as well as assumptions  made by and information  currently
available to Westan.  Forward-looking  statements include statements  concerning
plans,  objectives,   goals,  strategies,  future  events  or  performance,  and
underlying  assumptions and other  statements which are other than statements of
historical facts,  including statements regarding the completion of the proposed
merger.  When  used  in  this  document,  the  words  "anticipate,"   "believe,"
"estimate,"   "expect,"  "plan,"  "intend,"  "project,"  "predict,"  "may,"  and
"should"  and similar  expressions,  are  intended  to identify  forward-looking
statements.  Such statements  reflect the current view of Westan with respect to
future events,  including the completion of the proposed merger, and are subject
to numerous risks,  uncertainties and assumptions.  Many factors could cause the
actual results, performance or achievements of Westan to be materially different
from any future results,  performance or  achievements  that may be expressed or
implied by such forward-looking statements, including:

o    the failure of stockholders to approve the merger  agreement;  intensity of
     competition,   particularly   including  the  opening  of  new  hotels  and
     recreational  facilities by  competitors  in Westan's  market area in 2002,
     2003 and those to be opened in the future;

o    adverse weather conditions;

o    levels of tourism activity in general and in Jackson, Wyoming and the State
     of Wyoming in particular;

o    continued operating losses;

o    working capital deficits;

o    Westan's ability to meet significant debt obligations and covenants; and

o    effects of national and regional economic and market conditions,  labor and
     marketing costs.


     Should one or more of these risks or uncertainties  materialize,  or should
underlying assumptions prove incorrect,  actual results may vary materially from
those described herein as anticipated, believed, estimated, expected, planned or
intended.  Westan does not intend,  or assume any  obligation,  to update  these
forward-looking  statements to reflect actual results, changes in assumptions or
changes in the factors affecting such forward-looking statements.



                                    INDEPENDENT AUDITORS

     The  firm  of  Clifford  H.  Moore  and  Company  has  served  as  Westan's
independent  auditors  for  more  than  20  years.  The  consolidated  financial
statements of Westan for each of the years in the two year period ended December
31, 2003  included in Westan's  Annual  Report on Form 10-KSB for the year ended
December  31, 2003  enclosed  with this proxy  statement,  have been  audited by
Clifford H. Moore and Company as stated in their reports appearing  therein.  It
is expected  that  representatives  of  Clifford  H. Moore and  Company  will be
present at the special  meeting,  both to respond to  appropriate  questions  of
stockholders of Westan and to make a statement if they so desire.


                                    FINANCIAL STATEMENTS

     See the financial  statements  for Westan  included in its Annual Report on
Form 10-KSB for the year ended December 31, 2003 and in its Quarterly  Report on
Form 10-QSB for the quarterly and nine months periods ended  September 30, 2004,
both of which are enclosed with this proxy statement.


                            WHERE YOU CAN FIND MORE INFORMATION

     The SEC allows Westan to "incorporate by reference"  information  into this
proxy statement,  which means that Westan can disclose important  information by
referring you to another  document filed  separately with the SEC. The following
documents  previously  filed by Westan with the SEC are included with this proxy
statement for your convenient  review, and are incorporated by reference in this
proxy statement and are deemed to be a part hereof:

(1)  Westan's Annual Report on Form 10-KSB for the year ended December 31, 2003;

(2)  Westan's  Quarterly  Report on Form  10-QSB for the quarter and nine months
     ended September 30, 2004; and

(3)  Westan's Current Reports on Form 8-K dated November 15, 2004.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded for all purposes to the extent that
a  statement  contained  in this  proxy  statement  modifies  or  replaces  such
statement. The forward-looking statements made in the incorporated documents are
not protected by the safe harbor for forward-looking statements.



                                         OTHER BUSINESS

     Westan's  board  of  directors  does not know of any  other  matters  to be
presented  for  action at the  special  meeting  other than as set forth in this
proxy  statement.  If any other business should properly come before the special
meeting,  the persons named in the enclosed proxy card intend to vote thereon in
accordance with their best judgment on the matter.




                             STOCKHOLDER MEETINGS AND PROPOSALS

     Westan has decided not to hold an annual meeting of  stockholders,  because
of the merger proposal described in this proxy statement and the related special
meeting of stockholders.  If the merger is consummated,  there will no longer be
any  unaffiliated  stockholders  of Westan  and no public  participation  in any
future  meetings of  stockholders.  However,  if the merger is not  consummated,
Westan's  unaffiliated  stockholders  will continue to be entitled to attend and
participate in Westan's  stockholders'  meetings.  In such case, its next annual
meeting  would be held in May or June 2005.  Pursuant  to Rule  14a-8  under the
Exchange Act  promulgated  by the SEC, any  stockholder  of Westan who wished to
present a proposal at the next annual meeting of  stockholders of Westan (in the
event  the  merger is not  consummated),  and who  wished to have such  proposal
included in Westan's  proxy  statement for that meeting,  must have  delivered a
copy of such  proposal to Westan at 400 East Snow King  Avenue,  Post Office Box
1846, Jackson,  Wyoming 83001,  Attention:  Secretary, so that it is received no
later than January 1, 2005. A stockholder  proposal  submitted  outside the Rule
14a-8  process will be  considered  untimely if not received by Westan  within a
reasonable  time prior to the mailing of proxy  material  relating to the annual
meeting.


                                   AVAILABLE INFORMATION

     No  person  is  authorized  to  give  any   information   or  to  make  any
representations,  other than as contained in this proxy statement, in connection
with the merger agreement or the merger, and, if given or made, such information
or  representations  may not be relied upon as having been authorized by Westan,
SKI or LZ Acquisition. The delivery of this proxy statement shall not, under any
circumstances,  create  any  implication  that  there  has been no change in the
information set forth herein or in the affairs of Westan since the date hereof.

     Because the merger is a "going private"  transaction,  SKI, LZ Acquisition,
the Buyers and Westan have filed with the SEC a Rule 13e-3 Transaction Statement
on Schedule 13E-3 under the Exchange Act with respect to the merger.  This proxy
statement  does not contain  all of the  information  set forth in the  Schedule
13E-3 and the exhibits  thereto.  Copies of the Schedule  13E-3 and the exhibits
thereto are available  for  inspection  and copying at the  principal  executive
offices of Westan during regular business hours by any interested stockholder of
Westan,  or a representative  who has been so designated in writing,  and may be
inspected  and  copied,  or  obtained by mail,  by written  request  directed to
Secretary,  Western Standard Corporation, 400 East Snow King Avenue, Post Office
Box 1846, Jackson, Wyoming 83001.

     Westan is currently subject to the information requirements of the Exchange
Act and in accordance  therewith files periodic  reports,  proxy  statements and
other  information  with the SEC relating to its  business,  financial and other
matters. Copies of such reports, proxy statements and other information, as well
as the Schedule  13E-3 and the exhibits  thereto,  may be copied (at  prescribed
rates) at the public  reference  facilities  maintained by the SEC at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.

     For further information concerning the SEC's public reference room, you may
call the SEC at 1-800-SEC-0330. Some of this information may also be accessed on
the world wide web through the SEC's Internet address at "http://www.sec.gov."



                                                                         ANNEX A

                                Agreement and Plan of Merger




                                AGREEMENT AND PLAN OF MERGER

                                        DATED AS OF

                                     November 15, 2004


                                           AMONG

                                WESTERN STANDARD CORPORATION

                                  SNOW KING INTERESTS LLC

                                            AND

                                    LZ ACQUISITION, INC.


                                     TABLE OF CONTENTS

ARTICLE I
THE MERGER; CLOSING
      Section 1.01..................................................The Merger
      Section 1.02..............................................Effective Time
      Section 1.03.......................................Effects of the Merger
      Section 1.04........................................Conversion of Shares
      Section 1.05...........................................Payment of Shares
      Section 1.06.................................................The Closing
      Section 1.07..........................................Dissenters' Rights

ARTICLE II
THE SURVIVING CORPORATION; DIRECTORS AND OFFICERS
      Section 2.01...................................Articles of Incorporation
      Section 2.02......................................................Bylaws
      Section 2.03......................................Directors and Officers

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY
      Section 3.01..............................Organization and Qualification
      Section 3.02.....................Authority; Non-Contravention; Approvals
      Section 3.03.......................Proxy Statement and Other SEC Filings
      Section 3.04.........................................Brokers and Finders

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
      Section 4.01..............................Organization and Qualification
      Section 4.02..............................................Capitalization
      Section 4.03................................................Subsidiaries
      Section 4.04.....................Authority; Non-Contravention; Approvals
      Section 4.05............................Reports and Financial Statements
      Section 4.06..........................Absence of Undisclosed Liabilities
      Section 4.07........................Absence of Certain Changes or Events
      Section 4.08..................................................Litigation
      Section 4.09.......................Proxy Statement and Other SEC Filings
      Section 4.10.........................................No Violation of Law
      Section 4.11..................................Compliance with Agreements
      Section 4.12.......................................................Taxes
      Section 4.13...............................Employee Benefit Plans; ERISA
      Section 4.14.........................................Labor Controversies
      Section 4.15.......................................Environmental Matters
      Section 4.16.............................................Title to Assets
      Section 4.17..........Company Stockholders' Approval; Neutralized Voting
      Section 4.18.........................................Brokers and Finders

ARTICLE V
COVENANTS
      Section 5.01.......Conduct of Business by the Company Pending the Merger
      Section 5.02.........................Control of the Company's Operations
      Section 5.03....................................Acquisition Transactions
      Section 5.04.......................................Access to Information
      Section 5.05...................................Notices of Certain Events
      Section 5.06.......................Meeting of the Company's Stockholders
      Section 5.07.......................Proxy Statement and Other SEC Filings
      Section 5.08........................................Public Announcements
      Section 5.09...........................................Expenses and Fees
      Section 5.10......................................Agreement to Cooperate
      Section 5.11....................Directors' and Officers' Indemnification

ARTICLE VI
CONDITIONS TO THE MERGER
      Section 6.01.................Conditions to the Obligations of Each Party
      Section 6.02Conditions to Obligation of the Company to Effect the Merger
      Section 6.03Conditions to Obligations of Parent and Subsidiary to Effect the Merger

ARTICLE VII
TERMINATION
      Section 7.01.................................................Termination

ARTICLE VIII
MISCELLANEOUS
      Section 8.01.......................................Effect of Termination
      Section 8.02...............Nonsurvival of Representations and Warranties
      Section 8.03.....................................................Notices
      Section 8.04..............................................Interpretation
      Section 8.05...............................................Miscellaneous
      Section 8.06................................................Counterparts
      Section 8.07......................................Amendments; No Waivers
      Section 8.08............................................Entire Agreement
      Section 8.09................................................Severability
      Section 8.10........................................Specific Performance






                                AGREEMENT AND PLAN OF MERGER


     This AGREEMENT AND PLAN OF MERGER (this  "Agreement") is entered into as of
November  15,  2004 by and among  Snow King  Interests  LLC,  a Wyoming  limited
liability company ("Parent"), LZ Acquisition, Inc., a Wyoming corporation wholly
owned by Parent  ("Merger  Subsidiary"),  and Western  Standard  Corporation,  a
Wyoming corporation (the "Company").  Parent,  Merger Subsidiary and the Company
are referred to collectively herein as the "Parties."

     WHEREAS, the respective Managers and Boards of Directors of Parent,  Merger
Subsidiary  and the Company have each  approved the merger of Merger  Subsidiary
with and into the Company on the terms and subject to the  conditions  set forth
in this Agreement (the "Merger");

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,  warranties,  covenants and  agreements  set forth herein,  the
parties hereto agree as follows:

                                         ARTICLE I
                                    THE MERGER; CLOSING

     Section 1.01 The Merger.  Upon the terms and subject to the  conditions  of
this Agreement,  and in accordance with the Wyoming  Business  Corporation  Act,
Sections  17-16-101 to 1803 of Chapter 16 of the Wyoming  Statutes (the "WBCA"),
Merger  Subsidiary  shall be merged with and into the  Company at the  Effective
Time (as defined in Section 1.02).  Following the Merger, the separate existence
of Merger Subsidiary shall cease and the Company shall continue as the surviving
corporation  (the "Surviving  Corporation")  wholly-owned  by Parent,  and shall
succeed to and assume all the rights and  obligations  of Merger  Subsidiary  in
accordance with the WBCA.

     Section  1.02  Effective  Time.  The Merger  shall  become  effective  when
articles of merger (the "Articles of Merger"),  executed in accordance  with the
relevant  provisions  of the WBCA,  are filed with the Secretary of State of the
State  of  Wyoming;  provided,   however,  that,  upon  mutual  consent  of  the
constituent corporations to the Merger, the Articles of Merger may provide for a
later date of  effectiveness  of the Merger not more than 30 days after the date
the  Articles  of  Merger  are  filed.  When  used in this  Agreement,  the term
"Effective  Time"  shall mean the date and time at which the  Articles of Merger
are  accepted  for record or such  later time  established  by the  Articles  of
Merger.  The filing of the  Articles of Merger  shall be made on the date of the
Closing (as defined in Section 1.06).

     Section 1.03  Effects of the Merger.  The Merger shall have the effects set
forth in Section 17-16-1106 of the WBCA.

     Section 1.04 Conversion of Shares.  At the Effective Time, by virtue of the
Merger and  without  any action on the part of Parent,  Merger  Subsidiary,  the
Company or the holders of any of the following securities:

          (a) each issued and outstanding  share of the Company's  common stock,
     par value $0.05 per share ("Company Common Stock"),  held by the Company as
     treasury  stock and each  issued and  outstanding  share of Company  Common
     Stock owned by any subsidiary of the Company,  Parent, Merger Subsidiary or
     any other  subsidiary  of Parent  shall be  canceled  and retired and shall
     cease to exist, and no payment or consideration  shall be made with respect
     thereto;

          (b) each issued and outstanding  share of Company Common Stock,  other
     than shares of Company  Common Stock  referred to in  paragraph  (a) above,
     shall be  converted  into the right to receive  an amount in cash,  without
     interest,  equal to $0.32 (the "Merger  Consideration").  At the  Effective
     Time,  all  such  shares  of  Company  Common  Stock  shall  no  longer  be
     outstanding and shall automatically be canceled and retired and shall cease
     to exist, and each holder of a certificate  representing any such shares of
     Company  Common Stock shall cease to have any rights with respect  thereto,
     except the right to receive the Merger Consideration, without interest; and

          (c) each issued and  outstanding  share of capital  stock or ownership
     interest of Merger  Subsidiary  shall be converted  into one fully paid and
     nonassessable  share of common  stock,  par value  $0.05 per share,  of the
     Surviving Corporation.

     Section 1.05 Payment of Shares.  (a) Prior to the  Effective  Time,  Parent
shall appoint a bank, trust company or transfer agent reasonably satisfactory to
the Company to act as disbursing agent (the "Disbursing  Agent") for the payment
of Merger  Consideration upon surrender of certificates  representing the shares
of Company  Common Stock.  Parent will enter into a disbursing  agent  agreement
with the Disbursing  Agent, in form and substance  reasonably  acceptable to the
Company.  At or prior to the Effective Time, Parent shall deposit or cause to be
deposited  with the  Disbursing  Agent in trust for the benefit of the Company's
stockholders cash in an aggregate amount necessary to make the payments pursuant
to Section 1.04 to holders of shares of Company Common Stock (such amounts being
hereinafter  referred to as the "Exchange  Fund").  The  Disbursing  Agent shall
invest the  Exchange  Fund,  as the  Surviving  Corporation  directs,  in direct
obligations  of the United  States of  America,  obligations  for which the full
faith and credit of the United  States of America is pledged to provide  for the
payment of all principal and interest or commercial paper obligations  receiving
the highest rating from either  Moody's  Investors  Service,  Inc. or Standard &
Poor's,  a division  of The McGraw Hill  Companies,  or a  combination  thereof,
provided  that,  in any such  case,  no such  instrument  shall  have a maturity
exceeding  three months.  Any net profit  resulting  from, or interest or income
produced by, such investments shall be payable to the Surviving Corporation. The
Exchange Fund shall be used only as provided in this Agreement.

     (b)...Promptly  (but no later than five days) after the Effective Time, the
Surviving  Corporation  shall cause the Disbursing  Agent to mail to each person
who was a record holder as of the Effective Time of an  outstanding  certificate
or certificates which immediately prior to the Effective Time represented shares
of Company  Common Stock (the  "Certificates"),  and whose shares were converted
into the right to receive Merger  Consideration  pursuant to Section 1.04(b),  a
form of letter of  transmittal  (which  shall  specify  that  delivery  shall be
effected,  and risk of loss and title to the Certificates  shall pass, only upon
proper delivery of the  Certificates to the Disbursing  Agent) and  instructions
for use in effecting the surrender of the  Certificates  in exchange for payment
of the  Merger  Consideration.  Upon  surrender  to the  Disbursing  Agent  of a
Certificate,  together  with such letter of  transmittal  duly executed and such
other  documents as may be  reasonably  required by the  Disbursing  Agent,  the
holder of such Certificate  shall be paid promptly in exchange  therefor cash in
an amount  equal to the product of the number of shares of Company  Common Stock
represented by such Certificate multiplied by the Merger Consideration, and such
Certificate  shall forthwith be canceled.  No interest will be paid or accrue on
the cash payable upon the  surrender  of the  Certificates.  If payment is to be
made to a person other than the person in whose name the Certificate surrendered
is  registered,  it shall be a  condition  of payment  that the  Certificate  so
surrendered be properly endorsed or otherwise be in proper form for transfer and
that the person requesting such payment pay any transfer or other taxes required
by reason of the  payment to a person  other than the  registered  holder of the
Certificate  surrendered  or  establish  to the  satisfaction  of the  Surviving
Corporation that such tax has been paid or is not applicable.  Until surrendered
in accordance with this Section 1.05, each Certificate  (other than Certificates
representing  shares of Company  Common  Stock  owned by any  subsidiary  of the
Company,  Parent, Merger Subsidiary or any other subsidiary of Parent and shares
of Company  Common Stock held in the  treasury of the  Company,  which have been
canceled)  shall represent for all purposes only the right to receive the Merger
Consideration in cash multiplied by the number of shares of Company Common Stock
evidenced by such Certificate, without any interest thereon.

     (c)...From and after the Effective Time,  there shall be no registration of
transfers of shares of Company Common Stock which were  outstanding  immediately
prior  to the  Effective  Time on the  stock  transfer  books  of the  Surviving
Corporation. From and after the Effective Time, the holders of shares of Company
Common Stock outstanding  immediately prior to the Effective Time shall cease to
have any rights with  respect to such shares of Company  Common  Stock except as
otherwise  provided in this  Agreement or by applicable  law. All cash paid upon
the surrender of  Certificates in accordance with this Article I shall be deemed
to have been paid in full satisfaction of all rights pertaining to the shares of
Company Common Stock previously represented by such Certificates.  If, after the
Effective Time,  Certificates are presented to the Surviving Corporation for any
reason,  such Certificates  shall be canceled and exchanged for cash as provided
in this Article I. At the close of business on the day of the Effective Time the
stock ledger of the Company shall be closed.

     (d)...At  any time  more  than 365  days  after  the  Effective  Time,  the
Surviving  Corporation  shall be  entitled to require  the  Disbursing  Agent to
deliver to it any funds which had been made  available to the  Disbursing  Agent
and not disbursed in exchange for Certificates  (including,  without limitation,
all interest and other income received by the Disbursing Agent in respect of all
such funds).  Thereafter,  holders of shares of Company  Common Stock shall look
only to the  Surviving  Corporation  (subject  to the  terms of this  Agreement,
abandoned property, escheat and other similar laws) as general creditors thereof
with respect to any Merger Consideration that may be payable,  without interest,
upon due surrender of the Certificates  held by them. If any Certificates  shall
not have been  surrendered  prior to five  years  after the  Effective  Time (or
immediately  prior to such time on which any  payment  in respect  hereof  would
otherwise  escheat or become the property of any  governmental  unit or agency),
the payment in respect of such  Certificates  shall, to the extent  permitted by
applicable law, become the property of the Surviving Corporation, free and clear
of  all  claims  or  interest  of  any  person   previously   entitled  thereto.
Notwithstanding  the  foregoing,  none of Parent,  the  Company,  the  Surviving
Corporation nor the Disbursing Agent shall be liable to any holder of a share of
Company  Common Stock for any Merger  Consideration  in respect of such share of
Company Common Stock  delivered to a public  official  pursuant to any abandoned
property, escheat or other similar law.

     (e)...If any  Certificate  has been lost,  stolen,  or destroyed,  upon the
making of an affidavit of that fact by the person  claiming such  Certificate to
be lost, stolen, or destroyed and, if required by the Surviving Corporation, the
posting  by such  person of a bond in such  reasonable  amount as the  Surviving
Corporation  may direct as indemnity  against any claim that may be made against
the Surviving Corporation with respect to such Certificate, the Disbursing Agent
will deliver in exchange for such lost,  stolen, or destroyed  Certificate,  the
appropriate  Merger  Consideration  with respect to the shares of Company Common
Stock formerly represented by that Certificate.

     (f)...The  Surviving  Corporation or the Disbursing  Agent, as the case may
be, may deduct and withhold from the consideration otherwise payable pursuant to
this  Agreement to any holder of shares of Company  Common Stock such amounts as
the Surviving  Corporation or the Disbursing  Agent,  as the case may be, may be
required to deduct and  withhold  with respect to the making of any such payment
under the Internal Revenue Code of 1986, as amended,  or any provision of state,
local, or foreign tax law. To the extent  withheld by the Surviving  Corporation
or the Disbursing Agent, such withheld amounts shall be treated for all purposes
of this  Agreement  as having  been paid to the holders of the shares of Company
Common Stock in respect of which such deduction and withholding was made.

     Section 1.06 The Closing.  The closing of the transactions  contemplated by
this Agreement (the "Closing") shall take place at the executive  offices of the
Company in Jackson,  Wyoming,  commencing at 9:00 a.m.  local time on the second
business day  following  the  satisfaction  or waiver of all  conditions  to the
obligations of the Parties to consummate the  transactions  contemplated  hereby
(other than  conditions  with  respect to actions  the Parties  will take at the
Closing) or such other place and date as the Parties may mutually determine (the
"Closing Date").

     Section 1.07 Dissenters' Rights. Notwithstanding anything in this Agreement
to the contrary, shares of Company Common Stock outstanding immediately prior to
the Effective Time and held by a holder who has not voted in favor of the Merger
and who has dissented from the Merger in accordance  with Chapter 16 of the WBCA
("Dissenting  Shares")  shall not be  converted  into the right to  receive  the
Merger  Consideration  as  provided  in Section  1.04(b),  unless and until such
holder fails to perfect or  withdraws  or  otherwise  loses his right to payment
under the WBCA.  If, after the Effective  Time, any such holder fails to perfect
or withdraws or loses his right to such payment,  such  Dissenting  Shares shall
thereupon be treated as if they had been converted as of the Effective Time into
the right to receive the Merger  Consideration,  if any, to which such holder is
entitled,  without  interest  thereon.  The Company shall give Parent and Merger
Subsidiary prompt notice of any notice of dissent received by Company and, prior
to the  Effective  Time,  Parent and Merger  Subsidiary  shall have the right to
participate in all  negotiations  and proceedings with respect to such dissents.
Prior to the Effective  Time,  Company shall not,  except with the prior written
consent of Parent and Merger  Subsidiary,  make any payment  with respect to, or
settle or offer to settle, any such dissents.


                                         ARTICLE II
                     THE SURVIVING CORPORATION; DIRECTORS AND OFFICERS

     Section 2.01 Articles of  Incorporation.  The Articles of  Incorporation of
the  Company  in  effect  at  the  Effective  Time  shall  be  the  articles  of
incorporation  of the Surviving  Corporation  until  amended in accordance  with
applicable law and this Agreement.

     Section  2.02  Bylaws.  The  bylaws of Merger  Subsidiary  in effect at the
Effective Time shall be the bylaws of the Surviving  Corporation,  until amended
in accordance with applicable law and this Agreement.

     Section 2.03  Directors  and Officers.  The directors of Merger  Subsidiary
immediately  prior to the Effective Time shall be the directors of the Surviving
Corporation  as of the  Effective  Time.  The officers of the Merger  Subsidiary
shall be the officers of the Surviving  Corporation  as of the  Effective  Time,
subject to the right of the Board of Directors of the Surviving  Corporation  to
appoint or replace officers.


                                        ARTICLE III
               REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY

     Parent and Merger Subsidiary jointly and severally represent and warrant to
the Company that, except as set forth in the Disclosure Schedule dated as of the
date  hereof  and  signed  by an  authorized  officer  of  Parent  (the  "Parent
Disclosure Schedule"), it being agreed that disclosure of any item on the Parent
Disclosure  Schedule shall be deemed  disclosure with respect to all Sections of
this  Agreement if the  relevance of such item is  reasonably  apparent from the
face of the Parent Disclosure Schedule:

     Section 3.01 Organization and Qualification.  Parent is a limited liability
company and Merger  Subsidiary is a  corporation,  in each case duly  organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
organization  and has the requisite  corporate power and authority to own, lease
and operate its assets and  properties and to carry on its business as it is now
being conducted.  Each of Parent and Merger  Subsidiary is qualified to transact
business and is in good standing in each  jurisdiction  in which the  properties
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such qualification necessary,  except where the failure to be so qualified
and in good standing  would not  reasonably be expected to have Parent  Material
Adverse Effect.  In this Agreement,  the term "Parent  Material  Adverse Effect"
means an  effect  that is  materially  adverse  to (i) the  business,  financial
condition or ongoing operations of Parent and its subsidiaries, taken as a whole
or (ii) the ability of Parent or any of its subsidiaries to obtain financing for
or to consummate any of the transactions contemplated by this Agreement.

     Section 3.02 Authority; Non-Contravention; Approvals.

          (a) Each of Parent and Merger  Subsidiary has full power and authority
     to  enter  into  this   Agreement  and  to  consummate   the   transactions
     contemplated hereby, including without limitation,  the consummation of the
     financing of the Merger.  This  Agreement and the Merger have been approved
     and adopted by the  Managers  and Board of  Directors  of Parent and Merger
     Subsidiary and Parent as the sole stockholder of Merger Subsidiary,  and no
     other proceeding on the part of Parent or Merger Subsidiary is necessary to
     authorize the execution and delivery of this Agreement or the  consummation
     by Parent and Merger  Subsidiary of the transactions  contemplated  hereby.
     This  Agreement  has been duly executed and delivered by each of Parent and
     Merger  Subsidiary  and,  assuming  the due  authorization,  execution  and
     delivery  hereof by the Company,  constitutes  a valid and legally  binding
     agreement of each of Parent and Merger Subsidiary  enforceable against each
     of them in accordance with its terms,  except that such  enforcement may be
     subject to (i) bankruptcy, insolvency, reorganization,  moratorium or other
     similar laws  affecting or relating to  enforcement  of  creditors'  rights
     generally and (ii) general equitable principles.

          (b)...The  execution,  delivery and  performance  of this Agreement by
     each of Parent and Merger Subsidiary and the consummation of the Merger and
     the transactions contemplated hereby, do not and will not violate, conflict
     with or result in a breach of any provision of, or constitute a default (or
     an event which,  with notice or lapse of time or both,  would  constitute a
     default)  under,  or  result  in the  termination  of,  or  accelerate  the
     performance   required  by,  or  result  in  a  right  of   termination  or
     acceleration  under,  or  result  in the  creation  of any  lien,  security
     interest or  encumbrance  upon any of the properties or assets of Parent or
     any of its subsidiaries under any of the terms, conditions or provisions of
     (i) the respective certificates of incorporation or bylaws of Parent or any
     of its subsidiaries,  (ii) any statute, law, ordinance,  rule,  regulation,
     judgment,  decree, order, injunction,  writ, permit or license of any court
     or governmental  authority  applicable to Parent or any of its subsidiaries
     or any of their respective  properties or assets,  subject,  in the case of
     consummation,  to  obtaining  (prior  to the  Effective  Time)  the  Parent
     Required Statutory Approvals (as defined in Section 3.02(c)),  or (iii) any
     note, bond, mortgage, indenture, deed of trust, license, franchise, permit,
     concession, contract, lease or other instrument, obligation or agreement of
     any kind (each a "Contract" and  collectively  "Contracts") to which Parent
     or any of its  subsidiaries is now a party or by which Parent or any of its
     subsidiaries or any of their  respective  properties or assets may be bound
     or affected, except, with respect to any item referred to in clause (ii) or
     (iii),  for any such violation,  conflict,  breach,  default,  termination,
     acceleration or creation of liens,  security interests or encumbrances that
     would not reasonably be expected to have a Parent  Material  Adverse Effect
     and would not materially delay the consummation of the Merger.


          (c)...Except  for (i)  applicable  filings  with  the  Securities  and
     Exchange  Commission (the "SEC") pursuant to the Securities Exchange Act of
     1934, as amended (the  "Exchange  Act"),  (ii) filing of Articles of Merger
     with the Secretary of State of the State of Wyoming in connection  with the
     Merger,  and (iii) filings with and approvals by any  regulatory  authority
     with  jurisdiction over the Company's,  Parent's or any Parent  affiliate's
     real estate operations required under any Federal,  state, local or foreign
     statute,  ordinance, rule, regulation,  permit, consent, approval, license,
     judgment,  order,  decree,  injunction or other authorization  governing or
     relating to the current or  contemplated  activities  and operations of the
     Company, Parent or any Parent affiliate (the filings and approvals referred
     to in clauses  (i)  through  (iii)  being  collectively  referred to as the
     "Parent  Required  Statutory   Approvals"),   no  declaration,   filing  or
     registration with, or notice to, or authorization,  consent or approval of,
     any  governmental  or  regulatory  body or authority  is necessary  for the
     execution and delivery of this Agreement by Parent or Merger Subsidiary, or
     the  consummation  by  Parent  or  Merger  Subsidiary  of the  transactions
     contemplated hereby, other than such declarations,  filings, registrations,
     notices,  authorizations,  consents  or  approvals  which,  if not  made or
     obtained,  as the case may be, would not  reasonably  be expected to have a
     Parent  Material   Adverse  Effect  and  would  not  materially  delay  the
     consummation of the Merger.

     Section 3.03 Proxy Statement and Other SEC Filings. None of the information
supplied by Parent or its  subsidiaries for inclusion in (i) any proxy statement
to be distributed in connection  with the Company's  meeting of  stockholders to
vote upon this Agreement and the  transactions  contemplated  hereby (the "Proxy
Statement"),  at the  time  of  the  mailing  of the  Proxy  Statement  and  any
amendments or supplements thereto, or at the time of the meeting of stockholders
of the Company to be held in connection  with the  transactions  contemplated by
this  Agreement,  or (ii) the Schedule  13E-3 with  respect to the  transactions
contemplated  hereby  (the  "Transaction  Statement")  at the time of the filing
thereof  with the SEC or at any time the  Transaction  Statement  is  amended or
supplemented,  will contain any untrue  statement of a material  fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
are made, not misleading.

     Section  3.04  Brokers  and  Finders.  Except as  disclosed  in the  Parent
Disclosure  Schedule,  Parent has not entered into any contract,  arrangement or
understanding  with any person or firm which may result in the obligation of the
Company to pay any investment  banking fees,  finder's fees or brokerage fees in
connection with the transactions contemplated hereby.


                                         ARTICLE IV
                       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company  represents and warrants to Parent and Merger  Subsidiary that,
except as set forth in the  disclosure  schedule dated as of the date hereof and
signed  by an  authorized  officer  of  the  Company  (the  "Company  Disclosure
Schedule"),  it  being  agreed  that  disclosure  of any  item  on  the  Company
Disclosure  Schedule shall be deemed  disclosure with respect to all Sections of
this  Agreement if the  relevance of such item is  reasonably  apparent from the
face of the Company Disclosure Schedule:

     Section 4.01 Organization and  Qualification.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Wyoming and has the  requisite  corporate  power and  authority to own,
lease and operate its assets and  properties  and to carry on its business as it
is now being conducted.  The Company is qualified to transact business and is in
good standing in each  jurisdiction  in which the  properties  owned,  leased or
operated  by it or the  nature  of  the  business  conducted  by it  makes  such
qualification necessary, except where the failure to be so qualified and in good
standing  would not  reasonably be expected to have a Company  Material  Adverse
Effect.  In this Agreement,  the term "Company Material Adverse Effect" means an
effect that is materially  adverse to (i) the business,  financial  condition or
ongoing operations of the Company and its subsidiaries, taken as a whole or (ii)
the ability of the Company to consummate any of the transactions contemplated by
this Agreement.  True, accurate and complete copies of the Company's Articles of
Incorporation  and  bylaws,  in  each  case as in  effect  on the  date  hereof,
including all amendments thereto, have heretofore been delivered to Parent.

     Section 4.02 Capitalization.

          (a) The authorized capital stock of the Company consists of 10,000,000
     shares of Company Common Stock,  par value $0.05 per share. As of September
     30,  2004,  (i)  9,963,015  shares of Company  Common Stock were issued and
     outstanding,  all of which  shares of Company  Common  Stock  were  validly
     issued and are fully paid,  nonassessable  and free of  preemptive  rights,
     (ii) no shares of Company  Common  Stock were held in the  treasury  of the
     Company,  and (iii) no shares of Company  Common  Stock were  reserved  for
     issuance upon exercise of Options issued and  outstanding.  Since September
     30,  2004,  except as  permitted  by this  Agreement or as set forth in the
     Company Disclosure Schedule,  (i) no shares of capital stock of the Company
     have been  issued and (ii) no  options,  warrants,  securities  convertible
     into,  or  commitments  with respect to the issuance of,  shares of capital
     stock of the Company have been issued, granted or made.


          (b)...As of the date hereof,  there are no outstanding  subscriptions,
     options,  calls,  contracts,  commitments,  understandings,   restrictions,
     arrangements,  rights or warrants,  including  any right of  conversion  or
     exchange under any outstanding security,  instrument or other agreement and
     including any rights plan or other anti-takeover agreement,  obligating the
     Company or any  subsidiary  of the  Company to issue,  deliver or sell,  or
     cause to be issued,  delivered  or sold,  additional  shares of the capital
     stock of the Company or  obligating  the Company or any  subsidiary  of the
     Company to grant,  extend or enter into any such  agreement or  commitment.
     There are no outstanding stock  appreciation  rights or similar  derivative
     securities or rights of the Company or any of its  subsidiaries.  Except as
     disclosed in the Company SEC Reports or as otherwise  contemplated  by this
     Agreement,  there  are no  voting  trusts,  irrevocable  proxies  or  other
     agreements or  understandings to which the Company or any subsidiary of the
     Company is a party or is bound with  respect to the voting of any shares of
     capital stock of the Company.

     Section  4.03  Subsidiaries.  Each direct and  indirect  subsidiary  of the
Company is duly organized,  validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization and has the requisite power
and authority to own,  lease and operate its assets and  properties and to carry
on its business as it is now being  conducted and each subsidiary of the Company
is qualified to transact business, and is in good standing, in each jurisdiction
in which the  properties  owned,  leased or  operated by it or the nature of the
business  conducted by it makes such  qualification  necessary;  except,  in all
cases,  where the failure to be so  organized,  existing,  qualified and in good
standing  would not,  singly or in the aggregate  with all other such  failures,
reasonably be expected to have a Company  Material  Adverse  Effect.  All of the
outstanding  shares  of  capital  stock of or  other  equity  interests  in each
subsidiary of the Company are validly issued, fully paid, nonassessable and free
of preemptive rights.  There are no subscriptions,  options,  warrants,  rights,
calls,   contracts  or  other  commitments,   understandings,   restrictions  or
arrangements  relating  to the  issuance  or sale with  respect to any shares of
capital  stock of or other equity  interests in any  subsidiary  of the Company,
including any right of conversion or exchange  under any  outstanding  security,
instrument or agreement.  For purposes of this Agreement,  the term "subsidiary"
means,  with respect to any  specified  person (the "Owner") any other person of
which  more than 50% of the total  voting  power of shares of  capital  stock or
other  equity  interests  entitled  (without  regard  to the  occurrence  of any
contingency) to vote in the election of directors,  managers,  trustees or other
governing  body  thereof  is at  the  time  owned  or  controlled,  directly  or
indirectly,  by such  Owner  or one or more of the  other  subsidiaries  of such
Owner.

     Section 4.04 Authority; Non-Contravention; Approvals.

          (a) The Company has the  requisite  corporate  power and  authority to
     enter  into  this  Agreement  and,  subject  to the  Company  Stockholders'
     Approval (as defined in Section 6.01(a)) with respect solely to the Merger,
     to consummate the transactions  contemplated hereby. This Agreement and the
     Merger  have been  approved  and adopted by the Board of  Directors  of the
     Company, and no other corporate  proceedings on the part of the Company are
     necessary to authorize  the  execution  and delivery of this  Agreement or,
     except for the Company  Stockholders'  Approval with respect  solely to the
     Merger,  the consummation by the Company of the  transactions  contemplated
     hereby. This Agreement has been duly executed and delivered by the Company,
     and,  assuming the due  authorization,  execution  and  delivery  hereof by
     Parent and  Merger  Subsidiary,  constitutes  a valid and  legally  binding
     agreement of the  Company,  enforceable  against the Company in  accordance
     with  its  terms,  except  that  such  enforcement  may be  subject  to (i)
     bankruptcy,  insolvency,  reorganization,  moratorium or other similar laws
     affecting or relating to  enforcement  of creditors'  rights  generally and
     (ii) general equitable principles.

          (b)...The execution, delivery and performance of this Agreement by the
     Company  and  the   consummation   of  the  Merger  and  the   transactions
     contemplated hereby do not and will not violate, conflict with or result in
     a breach of any  provision  of, or constitute a default (or an event which,
     with notice or lapse of time or both, would constitute a default) under, or
     result in the termination of, or accelerate the performance required by, or
     result  in a right of  termination  or  acceleration  under,  contractually
     require any offer to purchase or any  prepayment  of any debt, or result in
     the creation of any lien,  security interest or encumbrance upon any of the
     properties or assets of the Company or any of its subsidiaries under any of
     the terms,  conditions  or  provisions  of (i) the  respective  articles or
     certificates of incorporation  or bylaws or other governing  instruments of
     the Company or any of its Material  Subsidiaries,  (ii) any  statute,  law,
     ordinance,  rule, regulation,  judgment,  decree, order, injunction,  writ,
     permit or license of any court or governmental  authority applicable to the
     Company or any of its subsidiaries or any of their respective properties or
     assets,  subject,  in the case of consummation,  to obtaining (prior to the
     Effective  Time) the Company  Required  Statutory  Approvals (as defined in
     Section  4.04(c))  and the  Company  Stockholders'  Approval,  or (iii) any
     Contract to which the Company or any of its  subsidiaries is now a party or
     by which the Company or any of its  subsidiaries or any of their respective
     properties  or assets  may be bound or  affected,  subject,  in the case of
     consummation,  to obtaining (prior to the Effective Time) consents required
     from  commercial  lenders,  lessors or other third  parties as specified in
     Section 4.04(b) of the Company Disclosure Schedule, except, with respect to
     any item  referred  to in  clause  (ii) or (iii),  for any such  violation,
     conflict, breach, default, termination,  acceleration or creation of liens,
     security  interests or encumbrances  that would not reasonably be expected,
     individually or in the aggregate, to have a Company Material Adverse Effect
     and would not materially delay the consummation of the Merger.


          (c)...Except  for  (i)  the  filing  of the  Proxy  Statement  and the
     Transaction  Statement  with the SEC pursuant to the Exchange Act, (ii) the
     filing of Articles of Merger  with the  Secretary  of State of the State of
     Wyoming  in  connection  with the  Merger,  and (iii) any  filings  with or
     approvals from authorities  required solely by virtue of the  jurisdictions
     in which Parent or its subsidiaries  conduct any business or own any assets
     (the  filings and  approvals  referred to in clauses (i) through  (iii) and
     those disclosed in Section 4.04(c) of the Company Disclosure Schedule being
     collectively referred to as the "Company Required Statutory Approvals"), no
     declaration,  filing or registration  with, or notice to, or authorization,
     consent or approval of, any governmental or regulatory body or authority is
     necessary for the  execution and delivery of this  Agreement by the Company
     or the consummation by the Company of the transactions contemplated hereby,
     other   than   such   declarations,   filings,   registrations,    notices,
     authorizations,  consents or approvals  which, if not made or obtained,  as
     the case may be, would not reasonably be expected,  individually  or in the
     aggregate,  to  have a  Company  Material  Adverse  Effect  and  would  not
     materially delay the consummation of the Merger.

     Section 4.05 Reports and Financial  Statements.  Since January 1, 2001, the
Company  has filed with the SEC all forms,  statements,  reports  and  documents
(including all exhibits, post-effective amendments and supplements thereto) (the
"Company SEC Reports")  required to be filed by it under each of the  Securities
Act, the Exchange Act and the respective rules and regulations  thereunder,  all
of which, as amended if applicable, complied when filed in all material respects
with  all  applicable  requirements  of the  applicable  act and the  rules  and
regulations  thereunder.  As of their respective  dates, the Company SEC Reports
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.  The  audited  consolidated  financial  statements  of  the  Company
included  in its Annual  Report on Form 10-KSB for the year ended  December  31,
2003 (the "Company Financial  Statements") have been prepared in accordance with
generally accepted  accounting  principles applied on a consistent basis (except
as may be indicated  therein or in the notes  thereto) and present fairly in all
material respects the financial  position of the Company and its subsidiaries as
of the  dates  thereof  and the  results  of their  operations  and  changes  in
financial position for the periods then ended.

     Section 4.06 Absence of Undisclosed Liabilities. Except as disclosed in the
Company SEC Reports or the Company Disclosure Schedule,  neither the Company nor
any of its  subsidiaries  had at December 31, 2003,  or has incurred  since that
date  and as of  the  date  hereof,  any  liabilities  or  obligations  (whether
absolute,   accrued,   contingent  or  otherwise)  of  any  nature,  except  (a)
liabilities,  obligations  or  contingencies  (i) which are  accrued or reserved
against in the Company Financial Statements or reflected in the notes thereto or
(ii) which were  incurred  after  December  31, 2003 in the  ordinary  course of
business and consistent  with past  practice,  (b)  liabilities,  obligations or
contingencies which (i) would not reasonably be expected, individually or in the
aggregate,  to  have a  Company  Material  Adverse  Effect,  or (ii)  have  been
discharged  or paid in full prior to the date hereof in the  ordinary  course of
business,  and (c)  liabilities,  obligations and  contingencies  which are of a
nature not required to be reflected in the consolidated  financial statements of
the Company and its subsidiaries  prepared in accordance with generally accepted
accounting principles consistently applied.

     Section  4.07 Absence of Certain  Changes or Events.  Since the date of the
most recent  Company SEC Report filed prior to the date of this  Agreement  that
contains  consolidated  financial statements of the Company,  there has not been
any Company Material Adverse Effect.

     Section 4.08 Litigation.  Except as referred to in the Company SEC Reports,
there are no claims,  suits, actions or proceedings pending or, to the knowledge
of the Company,  threatened against, relating to or affecting the Company or any
of its  subsidiaries,  before any court,  governmental  department,  commission,
agency, instrumentality or authority, or any arbitrator that would reasonably be
expected,  individually or in the aggregate,  to have a Company Material Adverse
Effect.  Except as referred to in the Company SEC  Reports,  neither the Company
nor any of its subsidiaries is subject to any judgment, decree, injunction, rule
or  order  of  any   court,   governmental   department,   commission,   agency,
instrumentality or authority, or any arbitrator which prohibits the consummation
of the  transactions  contemplated  hereby  or  would  reasonably  be  expected,
individually or in the aggregate, to have a Company Material Adverse Effect.

     Section 4.09 Proxy Statement and Other SEC Filings. None of the information
supplied  by the Company or any of its  subsidiaries  for  inclusion  in (i) the
Proxy  Statement,  at the time of the  mailing  of the Proxy  Statement  and any
amendments or supplements thereto, or at the time of the meeting of stockholders
of the Company to be held in connection  with the  transactions  contemplated by
this  Agreement,  or (ii) the  Transaction  Statement  at the time of the filing
thereof  with the SEC or at any time the  Transaction  Statement  is  amended or
supplemented,  will contain any untrue  statement of a material  fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein, in the light of the circumstances under which they
are made, not misleading. The Proxy Statement and the Transaction Statement will
comply as to form in all material  respects with all applicable laws,  including
the  provisions  of the Exchange Act and the rules and  regulations  promulgated
thereunder, except that no representation is made by the Company with respect to
information  supplied by Parent,  Merger Subsidiary or any stockholder of Parent
for inclusion therein.

     Section 4.10 No  Violation  of Law.  Except as disclosed in the Company SEC
Reports filed prior to the date of this  Agreement,  neither the Company nor any
of its  subsidiaries  is in violation  of or has been given  written (or, to the
knowledge of the Company's executive officers, oral) notice of any violation of,
any law, statute,  order, rule,  regulation,  ordinance or judgment  (including,
without limitation,  any applicable  environmental law, ordinance or regulation)
of any governmental or regulatory body or authority, except for violations which
would not reasonably be expected,  individually  or in the aggregate,  to have a
Company Material Adverse Effect.  Except as disclosed in the Company SEC Reports
filed prior to the date of this Agreement,  to the knowledge of the Company,  no
investigation  or review by any  governmental or regulatory body or authority is
pending or threatened,  nor has any governmental or regulatory body or authority
indicated an intention to conduct the same,  other than, in each case, those the
outcome  of which  would not  reasonably  be  expected,  individually  or in the
aggregate,  to have a Company  Material  Adverse  Effect.  The  Company  and its
subsidiaries  are  not  in  violation  of the  terms  of  any  permit,  license,
franchise,  variance,  exemption,  order  or other  governmental  authorization,
consent or approval necessary to conduct their businesses as presently conducted
(collectively,  the "Company  Permits"),  except for delays in filing reports or
violations  which  would not  reasonably  be  expected,  individually  or in the
aggregate, to have a Company Material Adverse Effect.

     Section 4.11 Compliance with Agreements. Except as disclosed in the Company
SEC  Reports,  neither the Company nor any of its  subsidiaries  is in breach or
violation  of or in  default in the  performance  or  observance  of any term or
provision of, and no event has occurred which, with lapse of time or action by a
third party,  would result in a default under, any Contract to which the Company
or any of its  subsidiaries  is a party or by  which  any of them is bound or to
which any of their  property is subject,  other than  breaches,  violations  and
defaults  which  would  not  reasonably  be  expected,  individually  or in  the
aggregate, to have a Company Material Adverse Effect.

     Section 4.12 Taxes.

          (a) The  Company  and its  subsidiaries  have (i) duly  filed with the
     appropriate  governmental  authorities all Tax Returns required to be filed
     by them, and such Tax Returns are true, correct and complete, and (ii) duly
     paid in full or reserved in accordance with generally  accepted  accounting
     principles on the Company  Financial  Statements  all Taxes  required to be
     paid,  except  in each  such  case as  would  not,  individually  or in the
     aggregate,  have a Company  Material  Adverse Effect.  Except as would not,
     individually or in the aggregate,  have a Company  Material Adverse Effect,
     there are no liens for Taxes upon any  property  or asset of the Company or
     any  subsidiary  thereof,  other  than liens for Taxes not yet due or Taxes
     contested in good faith and reserved  against in accordance  with generally
     accepted  accounting  principles.  There are no unresolved issues of law or
     fact  arising  out  of a  notice  of  deficiency,  proposed  deficiency  or
     assessment  from the  Internal  Revenue  Service  (the  "IRS") or any other
     governmental  taxing  authority with respect to Taxes of the Company or any
     of  its  subsidiaries   which  would  individually  or  in  the  aggregate,
     reasonably be expected to have a Company Material Adverse Effect. Except as
     would  not,  individually  or in the  aggregate,  have a  Company  Material
     Adverse Effect,  neither the Company nor any of its subsidiaries has agreed
     to an  extension  of time with  respect  to a Tax  deficiency,  other  than
     extensions which are no longer in effect. Except as would not, individually
     or in the aggregate,  have a Company Material  Adverse Effect,  neither the
     Company nor any of its  subsidiaries is a party to any agreement  providing
     for the  allocation  or  sharing  of  Taxes  with any  entity  that is not,
     directly or  indirectly,  a wholly-owned  subsidiary of the Company,  other
     than agreements the consequences of which are fully and adequately reserved
     for in the Company Financial Statements.

          (b)...Except as would not,  individually  or in the aggregate,  have a
     Company Material  Adverse Effect,  the Company and each of its subsidiaries
     has withheld or collected and has paid over to the appropriate governmental
     entities  (or is properly  holding for such  payment)  all  material  Taxes
     required to be collected or withheld.


          (c)...For   purposes  of  this  Agreement,   "Tax"  (including,   with
     correlative meaning, the term "Taxes") means all federal,  state, local and
     foreign income, profits, franchise, gross receipts, environmental,  customs
     duty, capital stock,  communications services,  severance,  stamp, payroll,
     sales, employment,  unemployment,  disability, use, property,  withholding,
     excise,  production,  value added,  occupancy  and other  taxes,  duties or
     assessments of any nature whatsoever, together with all interest, penalties
     and  additions  imposed  with  respect to such  amounts and any interest in
     respect of such  penalties  and  additions,  and includes any liability for
     Taxes of another  person by contract,  as a transferee or successor,  under
     Treas. Reg. 1.1502-6 or analogous state,  local or foreign law provision or
     otherwise,  and "Tax Return" means any return,  report or similar statement
     (including  attached  schedules)  required to be filed with  respect to any
     Tax,  including  without  limitation,  any  information  return,  claim for
     refund, amended return or declaration of estimated Tax.

     Section 4.13 Employee Benefit Plans;  ERISA. The Company SEC Reports or the
Company  Disclosure  Letter set forth each  employee or director  benefit  plan,
arrangement or agreement,  including  without  limitation  any employee  welfare
benefit  plan  within the  meaning of Section  3(1) of the  Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"),  any employee pension benefit
plan  within the meaning of Section  3(2) of ERISA  (whether or not such plan is
subject to ERISA) and any bonus,  incentive,  deferred  compensation,  vacation,
stock purchase, stock option, severance, employment, change of control or fringe
benefit plan, program or agreement (excluding any multi-employer plan as defined
in Section 3(37) of ERISA (a  "Multi-employer  Plan") and any multiple  employer
plan  within  the  meaning of  Section  413(c) of the Code)  that is  sponsored,
maintained or contributed to by the Company or any of its subsidiaries or by any
trade or business,  whether or not incorporated,  all of which together with the
Company would be deemed a "single  employer"  within the meaning of Section 4001
of ERISA (the "Company Plans").

     Section  4.14 Labor  Controversies.  Except as disclosed in the Company SEC
Reports, (a) there are no significant controversies pending or, to the knowledge
of the Company,  threatened  between the Company or any of its  subsidiaries and
any representatives (including unions) of any of their employees, and (b) to the
knowledge of the Company,  there are no  organizational  efforts presently being
made involving any of the presently  unorganized employees of the Company or any
of its subsidiaries.

     Section 4.15 Environmental  Matters.

          (a) Except as  disclosed  in the  Company  SEC  Reports or the Company
     Disclosure  Schedule and for other matters that would not, singly or in the
     aggregate,  reasonably  be  expected  to have a  Company  Material  Adverse
     Effect,   (i)  the  Company  and  its  subsidiaries  have  conducted  their
     respective businesses in compliance with all applicable Environmental Laws,
     including,  without  limitation,  having all  permits,  licenses  and other
     approvals  and   authorizations   necessary  for  the  operation  of  their
     respective  businesses as presently conducted,  (ii) none of the properties
     owned by the  Company  or any of its  subsidiaries  contain  any  Hazardous
     Substance  in  amounts   exceeding  the  levels   permitted  by  applicable
     Environmental  Laws,  (iii) since January 1, 2000,  neither the Company nor
     any of its  subsidiaries  has  received  any  notices,  demand  letters  or
     requests  for  information  from  any  Federal,  state,  local  or  foreign
     governmental  entity indicating that the Company or any of its subsidiaries
     may  be in  violation  of,  or  liable  under,  any  Environmental  Law  in
     connection with the ownership or operation of their businesses,  (iv) there
     are no civil, criminal or administrative actions,  suits, demands,  claims,
     hearings,  investigations or proceedings pending or threatened, against the
     Company or any of its  subsidiaries  relating to any violation,  or alleged
     violation,  of any Environmental  Law, (v) no Hazardous  Substance has been
     disposed  of,  released  or  transported  in  violation  of any  applicable
     Environmental  Law from any  properties  owned by the Company or any of its
     subsidiaries  as a result  of any  activity  of the  Company  or any of its
     subsidiaries during the time such properties were owned, leased or operated
     by the Company or any of its  subsidiaries,  and (vi)  neither the Company,
     its subsidiaries nor any of their respective  properties are subject to any
     liabilities or  expenditures  (fixed or  contingent)  relating to any suit,
     settlement,  court order,  administrative  order,  regulatory  requirement,
     judgment or claim asserted or arising under any Environmental Law.

          (b)...As used herein,  "Environmental  Law" means any federal,  state,
     local or foreign law, statute, ordinance, rule, regulation,  code, license,
     permit, authorization,  approval, consent, legal doctrine, order, judgment,
     decree,  injunction,  requirement or agreement with any governmental entity
     relating  to  (x)  the  protection,  preservation  or  restoration  of  the
     environment  (including,  without  limitation,  air,  water vapor,  surface
     water,  groundwater,  drinking water supply, surface land, subsurface land,
     plant and animal life or any other natural  resource) or to human health or
     safety, or (y) the exposure to, or the use, storage, recycling,  treatment,
     generation,  transportation,  processing,  handling, labeling,  production,
     release or disposal of Hazardous Substances, in each case as amended and as
     in effect at the Effective  Time.  The term  "Environmental  Law" includes,
     without limitation,  (i) the Federal Comprehensive  Environmental  Response
     Compensation  and  Liability  Act of 1980,  the  Superfund  Amendments  and
     Reauthorization  Act, the Federal Water Pollution  Control Act of 1972, the
     Federal  Clean Air Act, the Federal  Clean Water Act, the Federal  Resource
     Conservation  and Recovery Act of 1976  (including  the Hazardous and Solid
     Waste  Amendments  thereto),  the Federal Solid Waste  Disposal Act and the
     Federal Toxic Substances  Control Act, the Federal  Insecticide,  Fungicide
     and Rodenticide Act, and the Federal  Occupational Safety and Health Act of
     1970,  each as amended and as in effect at the Effective Time, and (ii) any
     common law or equitable doctrine (including, without limitation, injunctive
     relief and tort doctrines such as negligence, nuisance, trespass and strict
     liability) that may impose liability or obligations for injuries or damages
     arising from or threatened  as a result of, the presence of,  effects of or
     exposure to any Hazardous Substance.

          (c)...As  used  herein,  "Hazardous  Substance"  means  any  substance
     presently  or  hereafter  listed,  defined,  designated  or  classified  as
     hazardous,  toxic, radioactive, or dangerous, or otherwise regulated, under
     any Environmental Law. Hazardous  Substance includes any substance to which
     exposure is regulated by any government  authority or any Environmental Law
     including,  without limitation,  any toxic waste,  pollutant,  contaminant,
     hazardous  substance,  toxic  substance,  hazardous  waste,  special waste,
     industrial  substance or petroleum or any derivative or by-product thereof,
     radon,  radioactive material,  asbestos, or  asbestos-containing  material,
     urea formaldehyde foam insulation, lead or polychlorinated biphenyls.

     Section 4.16 Title to Assets.  The Company and each of its subsidiaries has
good and valid  title in fee simple to all its real  property  and good title to
all its  leasehold  interests  and other  properties,  as  reflected in the most
recent balance sheet included in the Company  Financial  Statements,  except for
properties  and assets  that have been  disposed  of in the  ordinary  course of
business since the date of such balance sheet,  free and clear of all mortgages,
liens, pledges, charges or encumbrances of any nature whatsoever, except (i) the
lien for  current  taxes,  payments of which are not yet  delinquent,  (ii) such
imperfections  in title  and  easements  and  encumbrances,  if any,  as are not
substantial in character,  amount or extent and do not  materially  detract from
the value, or interfere with the present use of the property  subject thereto or
affected  thereby,  or  otherwise   materially  impair  the  Company's  business
operations  (in the manner  presently  carried on by the  Company),  or (iii) as
disclosed  in the Company SEC Reports,  and except for such matters  which would
not reasonably be expected,  individually or in the aggregate, to have a Company
Material  Adverse  Effect.  All  leases  under  which the  Company or any of its
subsidiaries  leases any real or personal  property are in good standing,  valid
and effective in accordance with their respective terms, and there is not, under
any of such leases,  any existing default or event which with notice or lapse of
time or both would become a default other than failures to be in good  standing,
valid and effective and defaults under such leases which would not reasonably be
expected,  individually or in the aggregate,  to have a Company Material Adverse
Effect.

     Section  4.17  Company  Stockholders'  Approval;  Neutralized  Voting.  The
affirmative  vote of  stockholders  of the Company  required  for  approval  and
adoption  of this  Agreement  and the Merger is  two-thirds  of the  outstanding
shares of Company Common Stock entitled to vote thereon;  provided however, that
shares of Company Common Stock owned beneficially by Manuel Lopez and James Peck
shall be voted in accordance with the majority of all other votes cast in person
or by proxy at the Stockholder's Meeting.

     Section  4.18  Brokers and  Finders.  The Company has not entered  into any
contract,  arrangement or understanding with any person or firm which may result
in the  obligation of the Company to pay any investment  banking fees,  finder's
fees or brokerage fees in connection with the transactions  contemplated hereby,
other than fees  payable to Ehrhardt  Keefe  Steiner & Hottman PC (the  "Special
Committee  Financial  Advisor"),  or as disclosed in Section 4.18 of the Company
Disclosure  Schedule.  An accurate  copy of any fee  agreement  with the Company
Financial Advisor has been made available to Parent.


                                         ARTICLE V
                                         COVENANTS

     Section 5.01 Conduct of Business by the Company Pending the Merger.  Except
as otherwise  contemplated by this Agreement or disclosed in Section 5.01 of the
Company  Disclosure  Schedule,  after the date hereof and prior to the Effective
Time or earlier  termination of this  Agreement,  unless Parent shall  otherwise
agree in writing, the Company shall, and shall cause its subsidiaries to:

          (a) conduct  their  respective  businesses  in the  ordinary and usual
     course of business and consistent with past practice;

          (b) not (i) amend or propose to amend  their  respective  articles  of
     incorporation or bylaws or equivalent constitutional documents, (ii) split,
     combine or reclassify their outstanding capital stock or (iii) declare, set
     aside or pay any dividend or distribution payable in cash, stock,  property
     or otherwise,  except for the payment of dividends or  distributions to the
     Company or a wholly-owned subsidiary of the Company by a direct or indirect
     wholly-owned subsidiary of the Company;

          (c) not issue,  sell,  pledge or dispose of, or agree to issue,  sell,
     pledge or dispose of, any additional shares of, or any options, warrants or
     rights of any kind to acquire  any shares of,  their  capital  stock of any
     class or any debt or equity securities convertible into or exchangeable for
     any such capital  stock,  except that the Company may issue shares upon the
     exercise of Options outstanding on the date hereof;

          (d) not (i) incur or become  contingently  liable with  respect to any
     indebtedness  for borrowed  money other than (A) borrowings in the ordinary
     course of business or borrowings  under the existing  credit  facilities of
     the  Company or of any of its  subsidiaries  up to the  existing  borrowing
     limit  on the  date  hereof,  and  (B)  borrowings  to  refinance  existing
     indebtedness  on terms  which are  reasonably  acceptable  to Parent,  (ii)
     redeem, purchase, acquire or offer to purchase or acquire any shares of its
     capital  stock or any  options,  warrants  or rights to acquire  any of its
     capital  stock or any security  convertible  into or  exchangeable  for its
     capital  stock other than in  connection  with the exercise of  outstanding
     Options pursuant to the terms of the Company Option Plans,  (iii) except as
     disclosed in Section  5.01(d)(i) of the Company Disclosure  Schedule,  make
     any  acquisition of any assets or businesses  other than  expenditures  for
     current  assets in the  ordinary  course of business and  expenditures  for
     fixed or capital  assets in the  ordinary  course of  business,  (iv) sell,
     pledge,  dispose of or  encumber  any assets or  businesses  other than (A)
     sales of  businesses  or assets  disclosed  in Section  5.01 of the Company
     Disclosure  Schedule,  (B)  pledges or  encumbrances  pursuant  to Existing
     Credit Facilities or other permitted borrowings,  (C) sales of real estate,
     assets or facilities for cash consideration  (including any debt assumed by
     the buyer of such real estate,  assets or facilities) of less than $100,000
     in each such case and $500,000 in the aggregate,  (D) sales or dispositions
     of businesses or assets as may be required by applicable law, and (E) sales
     or  dispositions  of assets in the  ordinary  course or (vi) enter into any
     binding contract, agreement,  commitment or arrangement with respect to any
     of the foregoing;

          (e) use all  reasonable  efforts to preserve  intact their  respective
     business  organizations and goodwill,  keep available the services of their
     respective  present  officers and key employees,  and preserve the goodwill
     and  business  relationships  with  customers  and others  having  business
     relationships  with them other than as expressly  permitted by the terms of
     this Agreement;

          (f) not enter into, amend, modify or renew any employment, consulting,
     severance or similar  agreement  with,  or grant any salary,  wage or other
     increase  in  compensation  or  increase  in any  employee  benefit to, any
     director  or officer of the Company or of any of its  subsidiaries,  except
     (i) for  changes  that are  required  by  applicable  law,  (ii) to satisfy
     obligations existing as of the date hereof, or (iii) in the ordinary course
     of business consistent with past practice;

          (g) not enter into,  establish,  adopt,  amend or modify any  pension,
     retirement, stock purchase, savings, profit sharing, deferred compensation,
     consulting,  bonus, group insurance or other employee benefit, incentive or
     welfare  plan,  agreement,  program  or  arrangement,  in  respect  of  any
     director, officer or employee of the Company or of any of its subsidiaries,
     except,  in each such case, as may be required by applicable  law or by the
     terms of contractual obligations existing as of the date hereof,  including
     any collective bargaining agreement;

          (h) not make  expenditures,  including,  but not limited  to,  capital
     expenditures,  or enter into any  binding  commitment  or  contract to make
     expenditures, except (i) expenditures which the Company or its subsidiaries
     are currently  contractually committed to make, (ii) other expenditures not
     exceeding  $250,000  individually  or $500,000 in the aggregate,  (iii) for
     emergency   repairs   and  other   expenditures   necessary   in  light  of
     circumstances  not  anticipated as of the date of this Agreement  which are
     necessary to avoid  significant  disruption  to the  Company's  business or
     operations  consistent with past practice (and, if reasonably  practicable,
     after consultation with Parent), or (iv) for repairs and maintenance in the
     ordinary course of business consistent with past practice.  With respect to
     the subject matter of this paragraph (h), if the Company requests  approval
     of Parent to exceed the limits set forth  herein,  Parent shall  respond to
     such request and grant or withhold approval  promptly  following receipt of
     such request;

          (i) not make,  change or  revoke  any  material  Tax  election  unless
     required  by law or make  any  agreement  or  settlement  with  any  taxing
     authority  regarding any material amount of Taxes or which would reasonably
     be expected to materially  increase the  obligations  of the Company or the
     Surviving Corporation to pay Taxes in the future; and

          (j) not settle or  compromise  any  litigation to which the Company or
     any Company  subsidiary  is a party or with respect to which the Company or
     any Company subsidiary may have or incur liability, at an aggregate cost to
     the Company in excess of $250,000 with respect to any action or claim or in
     excess of $500,000 with respect to all applicable actions and claims in the
     aggregate.

     Section 5.02 Control of the Company's Operations. Nothing contained in this
Agreement  shall give to Parent,  directly or  indirectly,  rights to control or
direct  the  Company's  operations  prior to the  Effective  Time.  Prior to the
Effective  Time,  the  Company  shall  exercise,  consistent  with the terms and
conditions  of  this  Agreement,   complete   control  and  supervision  of  its
operations.

     Section 5.03 Acquisition Transactions.

          (a) After the date hereof and prior to the  Effective  Time or earlier
     termination of this Agreement,  except in accordance with Section  5.03(b),
     the Company  shall not,  and shall not permit any of its  subsidiaries  to,
     initiate, solicit, negotiate, encourage or provide confidential information
     to facilitate,  and the Company shall use all  reasonable  efforts to cause
     any  officer,  director  or  employee  of the  Company,  or  any  attorney,
     accountant, investment banker, financial advisor or other agent retained by
     it or  any of  its  subsidiaries,  not  to  initiate,  solicit,  negotiate,
     encourage or provide non-public or confidential  information to facilitate,
     any  proposal  or  offer  to  acquire  all or any  substantial  part of the
     business,  properties or capital  stock of the Company,  whether by merger,
     purchase of assets, tender offer or otherwise, whether for cash, securities
     or any other  consideration or combination  thereof (any such  transactions
     being referred to herein as an "Acquisition Transaction").

          (b)...Notwithstanding  the provisions of paragraph (a) above,  (i) the
     Company may,  prior to receipt of the Company  Stockholders'  Approval,  in
     response to an unsolicited bona fide written offer or proposal with respect
     to a potential or proposed Acquisition Transaction ("Acquisition Proposal")
     from a  corporation,  partnership,  person  or  other  entity  or  group (a
     "Potential Acquirer") which the Company's Board of Directors determines, in
     good faith and after  consultation with its independent  financial advisor,
     would  reasonably  be  expected to result (if  consummated  pursuant to its
     terms)  in an  Acquisition  Transaction  more  favorable  to the  Company's
     stockholders than the Merger (a "Qualifying Proposal"), furnish (subject to
     the execution of a  confidentiality  agreement)  confidential or non-public
     information to, and negotiate with, such Potential Acquirer, may resolve to
     accept, or recommend, and, upon termination of this Agreement in accordance
     with  Section  7.01(v) and after  payment to Parent of the fee  pursuant to
     Section 5.09(b),  enter into agreements  relating to, a Qualifying Proposal
     which the Company's  Board of Directors,  in good faith,  has determined is
     reasonably  likely to be  consummated  (such  Qualifying  Proposal  being a
     "Superior Proposal") and (ii) the Company's Board of Directors may take and
     disclose to the  Company's  stockholders  a position  contemplated  by Rule
     14e-2 under the Exchange Act or otherwise make  disclosure  required by the
     federal  securities laws. It is understood and agreed that negotiations and
     other activities  conducted in accordance with this paragraph (b) shall not
     constitute a violation of paragraph (a) of this Section 5.03.

          (c)...The  Company shall  promptly  notify Parent after receipt of any
     Acquisition  Proposal,  indication  of interest  or request for  non-public
     information  relating to the Company or its subsidiaries in connection with
     an Acquisition  Proposal or for access to the properties,  books or records
     of the Company or any  subsidiary  by any person or entity that informs the
     Board of Directors of the Company or such subsidiary that it is considering
     making, or has made, an Acquisition  Proposal.  Such notice to Parent shall
     be given orally and in writing and shall indicate in reasonable  detail the
     identity of the  offeror  and the  material  terms and  conditions  of such
     proposal, inquiry or contact.

     Section 5.04 Access to Information.  The Company and its subsidiaries shall
afford  to Parent  and  Merger  Subsidiary  and  their  respective  accountants,
counsel, financial advisors, sources of financing and other representatives (the
"Parent  Representatives")  reasonable  access during normal business hours with
reasonable  notice  throughout  the period prior to the Effective Time to all of
their  respective  properties,   books,   contracts,   commitments  and  records
(including,  but not limited to, Tax Returns)  and,  during such  period,  shall
furnish promptly (i) a copy of each report, schedule and other document filed or
received  by any of them  pursuant  to the  requirements  of  federal  or  state
securities  laws or filed by any of them  with  the SEC in  connection  with the
transactions  contemplated  by this Agreement,  and (ii) such other  information
concerning  its  businesses,  properties  and  personnel  as  Parent  or  Merger
Subsidiary shall reasonably  request and will obtain the reasonable  cooperation
of the Company's  officers,  employees,  counsel,  accountants,  consultants and
financial advisors in connection with the investigation of the Company by Parent
and the  Parent  Representatives.  All  nonpublic  information  provided  to, or
obtained  by,  Parent  or any  Parent  Representative  in  connection  with  the
transactions contemplated hereby shall be confidential information and shall not
be used by Parent for any purpose,  provided that Parent,  Merger Subsidiary and
the Company may disclose such information as may be necessary in connection with
seeking the Parent Required Statutory Approvals,  the Company Required Statutory
Approvals and the Company Stockholders' Approval. Notwithstanding the foregoing,
the Company shall not be required to provide any information which it reasonably
believes  it may not  provide to Parent by reason of  applicable  law,  rules or
regulations,   which  constitutes   information   protected  by  attorney/client
privilege,  or  which  the  Company  or  any  subsidiary  is  required  to  keep
confidential  by reason of  contract,  agreement  or  understanding  with  third
parties entered into prior to the date hereof.

     Section 5.05 Notices of Certain  Events.

          (a) The  Company  shall as promptly as  reasonably  practicable  after
     executive officers of the Company acquire knowledge thereof,  notify Parent
     of: (i) any notice or other communication from any person alleging that the
     consent  of such  person  (or  another  person)  is or may be  required  in
     connection  with the  transactions  contemplated  by this  Agreement  which
     consent  relates to a material  Contract to which the Company or any of its
     subsidiaries  is a party or which if not obtained  would  materially  delay
     consummation of the Merger; (ii) any notice or other communication from any
     governmental  or  regulatory  agency or  authority in  connection  with the
     transactions  contemplated by this Agreement; and (iii) any actions, suits,
     claims,  investigations  or  proceedings  commenced  or, to the best of its
     knowledge  threatened  against,  relating  to  or  involving  or  otherwise
     affecting  the Company or any of its  subsidiaries  that, if pending on the
     date of this  Agreement,  would have been  required to have been  disclosed
     pursuant to Section 4.08 or 4.10 or which relate to the consummation of the
     transactions contemplated by this Agreement.

          (b)...Each  of Parent  and  Merger  Subsidiary  shall as  promptly  as
     reasonably  practicable  after  executive  officers  of the Parent  acquire
     knowledge  thereof,  notify  the  Company  of:  (i)  any  notice  or  other
     communication  from any person alleging that the consent of such person (or
     other  person) is or may be required in  connection  with the  transactions
     contemplated by this Agreement which consent relates to a material Contract
     to  which  Parent  or any of its  subsidiaries  is a party  or which if not
     obtained  would  materially  delay  the  Merger,  (ii) any  notice or other
     communication  from any  governmental or regulatory  agency or authority in
     connection with the transactions  contemplated by this Agreement, and (iii)
     any actions, suits, claims,  investigations or proceedings commenced or, to
     the best of its knowledge threatened,  against Parent or Merger Subsidiary,
     which  relate to  consummation  of the  transactions  contemplated  by this
     Agreement.


          (c)...Each of the Company, Parent and Merger Subsidiary agrees to give
     prompt notice to each other of, and to use commercially  reasonable efforts
     to  remedy,  (i) the  occurrence  or  failure  to occur of any event  which
     occurrence or failure  would be likely to cause any of its  representations
     or warranties in this Agreement to be untrue or inaccurate at the Effective
     Time unless such failure or  occurrence  would not have a Company  Material
     Adverse Effect or a Parent Material Adverse Effect, as the case may be, and
     (ii) any  failure  on its part to  comply  with or  satisfy  any  covenant,
     condition  or  agreement  to be complied  with or satisfied by it hereunder
     unless such failure or occurrence would not have a Company Material Adverse
     Effect  or a Parent  Material  Adverse  Effect,  as the  case  may be.  The
     delivery of any notice  pursuant to this Section 5.05(c) shall not limit or
     otherwise  affect the remedies  available  hereunder to the party receiving
     such notice.

     Section 5.06 Meeting of the  Company's  Stockholders.  The Company shall as
promptly  as  practicable  after  the date of this  Agreement  take  all  action
necessary  in  accordance  with the WBCA and its Articles of  Incorporation  and
bylaws  to  convene  a  meeting  of the  Company's  stockholders  (the  "Company
Stockholders' Meeting") to act on this Agreement.  The Board of Directors of the
Company  shall  recommend  that the Company's  stockholders  vote to approve the
Merger and adopt this Agreement;  provided, however, that the Company may change
its  recommendation  in any manner if its  recommendation of the Merger would be
inconsistent with the board of directors' fiduciary duties under applicable law,
as  determined by the board of directors in good faith after  consultation  with
its financial and legal advisors.

     Section  5.07  Proxy  Statement  and  Other SEC  Filings.  As  promptly  as
practicable  after execution of this Agreement,  the parties shall cooperate and
promptly  prepare  and the  Company  shall  file  the  Proxy  Statement  and the
Transaction Statement with the SEC under the Exchange Act, and the parties shall
use all  reasonable  efforts  to have the Proxy  Statement  and the  Transaction
Statement  cleared by the SEC. The Company shall notify Parent of the receipt of
any  comments  of the SEC with  respect to the Proxy  Statement  or  Transaction
Statement and of any requests by the SEC for any amendment or supplement thereto
or for additional  information,  and shall provide to Parent  promptly copies of
all correspondence  between the Company or any representative of the Company and
the SEC. The Company shall give Parent and its counsel the opportunity to review
the Proxy  Statement and  Transaction  Statement prior to their being filed with
the SEC and shall give  Parent and its  counsel  the  opportunity  to review all
amendments and supplements to the Proxy Statement and Transaction  Statement and
all  responses to requests for  additional  information  and replies to comments
prior to their  being  filed  with,  or sent to, the SEC.  Each of the  Company,
Parent and Merger  Subsidiary  agrees to use its reasonable best efforts,  after
consultation  with the other  parties  hereto,  to respond  promptly to all such
comments of and requests by the SEC. As promptly as practicable  after the Proxy
Statement and  Transaction  Statement  have been cleared by the SEC, the Company
shall mail the Proxy Statement to the stockholders of the Company.  Prior to the
date of  approval  of the  Merger  by the  Company's  stockholders,  each of the
Company,  Parent and Merger  Subsidiary  shall correct  promptly any information
provided by it to be used specifically in the Proxy Statement or the Transaction
Statement that shall have become false or misleading in any material respect and
the Company  shall take all steps  necessary to file with the SEC and cleared by
the SEC any amendment or supplement  to the Proxy  Statement or the  Transaction
Statement  so as to  correct  the same and to cause  the Proxy  Statement  as so
corrected to be disseminated to the stockholders of the Company, in each case to
the extent required by applicable law.

     Section 5.08 Public Announcements. Parent and the Company will consult with
each other before issuing any press release or making any public  statement with
respect to this Agreement and the transactions  contemplated  hereby and, except
as may be required by  applicable  law, will not issue any such press release or
make any such public statement prior to such consultation.

     Section 5.09 Expenses and Fees.

          (a) All costs and expenses  incurred in connection with this Agreement
     and the  transactions  contemplated  hereby  shall  be  paid  by the  party
     incurring  such  expenses;  provided  that Parent  will loan  approximately
     $100,000  to the Company on terms  acceptable  to the Company to be used by
     the Company solely to pay its expenses related to the Merger.

          (b)...The Company agrees to pay to Parent a fee equal to $50,000 if:

               (i) the Company  terminates this Agreement pursuant to clause (e)
          of Section 7.01;

               (ii) Parent  terminates this Agreement  pursuant to clause (f) of
          Section 7.01,  which fee shall be payable  within two business days of
          such termination;

               (iii) this  Agreement is  terminated  for any reason at a time at
          which  Parent  was  not in  material  breach  of its  representations,
          warranties,  covenants and agreements  contained in this Agreement and
          was entitled to  terminate  this  Agreement  pursuant to clause (g) of
          Section 7.01,  and (A) prior to the time of the Company  Stockholders'
          Meeting  a  proposal  by a  third  party  relating  to an  Acquisition
          Transaction had been publicly proposed or publicly announced,  and (B)
          on or prior to the 12 month  anniversary  of the  termination  of this
          Agreement the Company or any of its subsidiaries or affiliates  enters
          into an  agreement  or letter of intent (or  resolves or  announces an
          intention to do) with respect to an Acquisition  Transaction involving
          a person, entity or group if such person, entity, group (or any member
          of  such  group,  or any  affiliate  of any of the  foregoing)  made a
          proposal with respect to an  Acquisition  Transaction  on or after the
          date  hereof and prior to the Company  Stockholders'  Meeting and such
          Acquisition Transaction is consummated.

          (c)...Parent  agrees to  forgive  the  principal  amount  and  accrued
     interest on any loans made by Parent to the Company under  Section  5.09(a)
     above if Parent fails to consummate the  transactions  contemplated by this
     Agreement  on or before  12:00 noon,  Mountain  Time,  on the Outside  Date
     assuming the  satisfaction  of the  conditions  to Parent's  obligation  to
     consummate the transactions contemplated by this Agreement on or before the
     Outside Date (not including conditions whose failure to be satisfied is the
     result of a breach of a  representation,  warranty or covenant of Parent or
     Merger  Subsidiary  hereunder)  or  if  Parent  terminates  this  Agreement
     pursuant to Section 7.01(h) below.

     Section 5.10 Agreement to Cooperate. Subject to the terms and conditions of
this Agreement, including Section 5.03, each of the parties hereto shall use all
reasonable best efforts to take, or cause to be taken,  all action and to do, or
cause to be done, all things  necessary,  proper or advisable  under  applicable
laws  and  regulations  to  consummate  and  make  effective  the   transactions
contemplated by this  Agreement,  including using its reasonable best efforts to
obtain all  necessary  or  appropriate  waivers,  consents or approvals of third
parties  required in order to preserve  material  contractual  relationships  of
Parent and the Company  and their  respective  subsidiaries,  all  necessary  or
appropriate   waivers,   consents  and   approvals   to  effect  all   necessary
registrations, filings and submissions and to lift any injunction or other legal
bar  to  the  Merger  (and,  in  that  case,  to  proceed  with  the  Merger  as
expeditiously  as possible).  In addition,  subject to the terms and  conditions
herein provided and subject to the fiduciary duties of the respective  boards of
directors of the Company and Parent,  none of the parties hereto shall knowingly
take or cause to be taken any action (including, but not limited to, in the case
of  Parent,  (x) the  incurrence  of  material  debt  financing,  other than the
financing in connection with the Merger and related  transactions and other than
debt  financing  incurred  in the  ordinary  course  of  business,  and  (y) the
acquisition of businesses or assets) which would reasonably be expected to delay
materially or prevent consummation of the Merger.

     Section 5.11 Directors' and Officers' Indemnification.

          (a) The  indemnification  provisions of the Articles of  Incorporation
     and bylaws of the Company as in effect at the  Effective  Time shall not be
     amended,  repealed or otherwise modified for a period of six years from the
     Effective  Time in any  manner  that  would  adversely  affect  the  rights
     thereunder  of  individuals  who  at the  Effective  Time  were  directors,
     officers, employees or agents of the Company.

          (b)...Without  limiting Section 5.11(a), after the Effective Time, the
     Surviving   Corporation   shall,  and  Parent  shall  cause  the  Surviving
     Corporation  to, to the fullest  extent  permitted  under  applicable  law,
     indemnify and hold  harmless,  each present and former  director,  officer,
     employee  and  agent  of the  Company  or any  of its  subsidiaries  (each,
     together  with  such  person's  heirs,  executors  or  administrators,   an
     "Indemnified  Party" and collectively,  the "Indemnified  Parties") against
     any  costs or  expenses  (including  attorneys'  fees),  judgments,  fines,
     losses,  claims,  damages,  liabilities  and amounts paid in  settlement in
     connection with any actual or threatened claim, action, suit, proceeding or
     investigation,  whether civil,  criminal,  administrative  or investigative
     (collectively,  "Costs and  Expenses"),  arising out of,  relating to or in
     connection  with (i) any action or omission  occurring  or alleged to occur
     prior  to the  Effective  Time  (including,  without  limitation,  acts  or
     omissions in connection with such persons serving as an officer,  director,
     special  committee member, or other fiduciary in any entity if such service
     was at the  request or for the  benefit of the  Company) or (ii) the Merger
     and the other transactions contemplated by this Agreement or arising out of
     or pertaining to the  transactions  contemplated  by this  Agreement or the
     events and  developments  between Parent and the Company leading up to this
     Agreement.  Any Indemnified  Party hereunder will (1) give prompt notice to
     the  Surviving  Corporation  of any claim  which  arises  from or after the
     Effective  Time  with  respect  to which it seeks  indemnification  and (2)
     permit the Surviving  Corporation  to assume the defense of such claim with
     counsel reasonably  satisfactory to a majority of the Indemnified  Parties.
     In connection  with the  selection of counsel to represent the  Indemnified
     Parties in  connection  with clause (2) above,  the  Surviving  Corporation
     shall propose counsel to represent the Indemnified  Parties. The applicable
     Indemnified Parties shall have the right to approve such counsel,  but such
     approval shall not be unreasonably withheld. If the proposed counsel is not
     approved, the Surviving Corporation shall continue to propose counsel until
     counsel is approved by the applicable  Indemnified Parties. Any Indemnified
     Party shall have the right to employ separate counsel and to participate in
     the defense of such claim,  but the fees and expenses of such counsel shall
     be at the expense of such person unless: (x) the Surviving  Corporation has
     agreed,  in  writing,  to pay  such  fees or  expenses;  (y) the  Surviving
     Corporation shall have failed to assume the defense of such claim after the
     receipt of notice from the  Indemnified  Party as required above and failed
     to employ counsel reasonably  satisfactory to a majority of the Indemnified
     Parties or (z) based upon advice of counsel to such  Indemnified  Party and
     concurrence  therewith by counsel for the group of  Indemnified  Parties in
     such  matter,  there  shall  be one or  more  defenses  available  to  such
     Indemnified  Party that are not available to the Surviving  Corporation  or
     there shall exist conflicts of interest between such Indemnified  Party and
     the Surviving  Corporation or the other Indemnified Parties (in which case,
     if the Indemnified Party notifies the Surviving Corporation in writing that
     such Indemnified  Party elects to employ separate counsel at the expense of
     the Surviving  Corporation,  the Surviving  Corporation  shall not have the
     right to assume the  defense  of such  claim on behalf of such  Indemnified
     Party),  in each of which events the  reasonable  fees and expenses of such
     counsel  (which  counsel  shall be  reasonably  acceptable to the Surviving
     Corporation) shall be at the expense of the Surviving Corporation.

          (c)...If  the  Surviving   Corporation  or  Parent  or  any  of  their
     successors or assigns (i) consolidates with or merges into any other person
     and shall not be the continuing or surviving  corporation or entity of such
     consolidation or merger,  or (ii) transfers all or substantially all of its
     properties  and assets to any  person,  then and in each such case,  proper
     provision shall be made so that the successors and assigns of the Surviving
     Corporation  or  Parent  shall  assume  the  obligations  of the  Surviving
     Corporation  or the Parent,  as the case may be, set forth in this  Section
     5.11.

          (d)...The  indemnification  rights of the Indemnified  Parties granted
     under (i) this  Agreement,  (ii) the Articles  and Bylaws of the  Surviving
     Corporation,  as amended,  and (iii) the WBCA, are the only indemnification
     rights available to the Indemnified  Parties and supersede any other rights
     to  indemnification  under  any other  agreement.  The  provisions  of this
     Section 5.11 shall survive the consummation of the Merger and expressly are
     intended to benefit and be binding upon each of the Indemnified Parties.

          (e)...Parent   hereby  fully  and   unconditionally   guarantees   the
     performance  of the  Surviving  Corporation's  obligations  under  Sections
     5.11(a)-(c).


                                         ARTICLE VI
                                  CONDITIONS TO THE MERGER

     Section 6.01 Conditions to the  Obligations of Each Party.  The obligations
of the  Company,  Parent  and Merger  Subsidiary  to  consummate  the Merger are
subject to the satisfaction of the following conditions:

          (a) this  Agreement  and the  Merger  shall  have been  adopted by the
     requisite vote of the  stockholders  of the Company in accordance with WBCA
     and this Agreement (the "Company Stockholders' Approval"); and

          (b) none of the  parties  hereto  shall  be  subject  to any  order or
     injunction of any  governmental  authority of competent  jurisdiction  that
     prohibits the  consummation  of the Merger.  In the event any such order or
     injunction shall have been issued,  each party agrees to use its reasonable
     best efforts to have any such order overturned or injunction lifted.

     Section 6.02  Conditions to Obligation of the Company to Effect the Merger.
Unless waived by the Company, the obligation of the Company to effect the Merger
shall be subject to the  fulfillment  at or prior to the  Effective  Time of the
following additional conditions:

          (a) Parent and Merger  Subsidiary shall have performed in all material
     respects  their  agreements  contained  in this  Agreement  required  to be
     performed on or prior to the  Effective  Time and the  representations  and
     warranties  of Parent and Merger  Subsidiary  contained  in this  Agreement
     shall be true and correct on and as of the Effective Time as if made at and
     as of such  date  (except  to the  extent  that  such  representations  and
     warranties  speak as of an  earlier  date),  except  for such  failures  to
     perform or to be true and correct that would not  reasonably be expected to
     have a Parent Material Adverse Effect,  and the Company shall have received
     a certificate of the chief executive officer or the chief financial officer
     of Parent to that effect; and

          (b) all Parent  Statutory  Approvals and Company  Statutory  Approvals
     required to be obtained in order to permit consummation of the Merger under
     applicable  law  shall  have  been  obtained,  except  for any such  Parent
     Statutory  Approvals or Company  Statutory  Approvals whose  unavailability
     would not, singly or in the aggregate, reasonably be expected to (i) have a
     Company Material Adverse Effect after giving effect to the Merger,  or (ii)
     result in the  Company or its  subsidiaries  failing to meet the  standards
     relating to the conduct of Parent's or the Company's  business which (after
     taking into account the anticipated  impact of such failure to so meet such
     standards  on other  authorities)  would  reasonably  be expected to have a
     Company Material Adverse Effect (after giving effect to the Merger).

     Section 6.03  Conditions to  Obligations of Parent and Subsidiary to Effect
the Merger.  Unless waived by Parent and Merger  Subsidiary,  the obligations of
Parent  and  Merger  Subsidiary  to effect  the  Merger  shall be subject to the
fulfillment  at or  prior  to the  Effective  Time of the  additional  following
conditions:

          (a) the Company  shall have  performed  in all  material  respects its
     agreements contained in this Agreement required to be performed on or prior
     to the Effective Time and the representations and warranties of the Company
     contained  in this  Agreement  shall be true and  correct  on and as of the
     Effective Time as if made at and as of such date (except to the extent that
     such  representations  and warranties speak as of an earlier date),  except
     for such  failures  to perform  and to be true and  correct  that would not
     reasonably be expected to have a Company Material Adverse Effect or, in the
     case of Section  4.02(a),  shall be true and  correct  when made except for
     immaterial exceptions thereto, and Parent shall have received a certificate
     of the chief  executive  officer  or the  chief  financial  officer  of the
     Company to that effect;

          (b) all Parent  Statutory  Approvals and Company  Statutory  Approvals
     required to be obtained in order to permit consummation of the Merger under
     applicable  law  shall  have  been  obtained,  except  for any such  Parent
     Statutory  Approvals or Company  Statutory  Approvals whose  unavailability
     would not  reasonably  be  expected to (i) have a Parent  Material  Adverse
     Effect,  or (ii) result in Parent or its  subsidiaries  failing to meet the
     standards  relating to the conduct of  Parent's or the  Company's  business
     which (after taking into account the anticipated  impact of such failure to
     so meet such standards on other  authorities)  would reasonably be expected
     to have a Parent  Material  Adverse  Effect  (after  giving  effect  to the
     Merger);

          (c) the number of Dissenting  Shares shall constitute not more than 5%
     of the shares of Company Common Stock outstanding  immediately prior to the
     Effective Time; and

          (d) no suit,  action or other claim shall have been  instituted by any
     shareholder or third party challenging the proposed Merger.


                                        ARTICLE VII
                                        TERMINATION

     Section 7.01  Termination.  This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective  Time  (notwithstanding  any
approval of this Agreement by the stockholders of the Company):

          (a) by mutual  written  consent  of the  Company,  Parent  and  Merger
     Subsidiary;

          (b) by either  the  Company  or  Parent,  if the  Merger  has not been
     consummated  by March 31, 2005,  provided that the right to terminate  this
     Agreement  under this clause (ii) shall not be available to any party whose
     failure to fulfill any of its obligations under this Agreement has been the
     cause of or resulted in the failure to  consummate  the Merger by such date
     (the "Outside Date");

          (c) by either the Company or Parent if any judgment, injunction, order
     or  decree of a court or  governmental  agency or  authority  of  competent
     jurisdiction shall restrain or prohibit the consummation of the Merger, and
     such  judgment,   injunction,  order  or  decree  shall  become  final  and
     nonappealable and was not entered at the request of the terminating party;

          (d) by either the Company or Parent,  if (x) there has been a material
     breach by the other party of any  representation  or warranty  contained in
     this Agreement which has not been cured in all material  respects within 30
     days after written notice of such breach by the  terminating  party, or (y)
     there has been a breach of any of the covenants or agreements  set forth in
     this Agreement on the part of the other party,  which is not curable or, if
     curable, is not cured within 30 days after written notice of such breach is
     given by the terminating party to the other party;

          (e) by the Company if,  prior to receipt of the Company  Stockholders'
     Approval, the Company receives a Superior Proposal, resolves to accept such
     Superior  Proposal,  and shall have given  Parent two days'  prior  written
     notice of its intention to terminate pursuant to this provision;  provided,
     however,  that such  termination  shall not be effective until such time as
     the payment required by Section 5.09(b) shall have been received by Parent;

          (f) by the Parent, if the Board of Directors of the Company shall have
     failed to recommend,  or shall have  withdrawn,  modified or amended in any
     material respect its approval or recommendation of the Merger or shall have
     resolved  to do any of the  foregoing,  or shall have  recommended  another
     Acquisition Proposal or if the Board of Directors of the Company shall have
     resolved  to accept a Superior  Proposal or shall have  recommended  to the
     stockholders of the Company that they tender their shares in a tender or an
     exchange  offer  commenced  by a third party  (excluding  any  affiliate of
     Parent or any group of which any affiliate of Parent is a member);

          (g) by Parent or the Company if the  stockholders  of the Company fail
     to  approve  the  Merger  pursuant  to the WBCA at a duly held  meeting  of
     stockholders   called  for  such  purpose  (including  any  adjournment  or
     postponement thereof); or

          (h) by Parent  if any suit,  action  or other  claim  shall  have been
     instituted  by any  shareholder  or third party  challenging  the  proposed
     Merger.


                                        ARTICLE VIII
                                       MISCELLANEOUS

     Section 8.01 Effect of  Termination.  In the event of  termination  of this
Agreement  by either  Parent or the  Company  pursuant  to  Section  7.01,  this
Agreement shall forthwith become void and there shall be no liability or further
obligation  on the  part of the  Company,  Parent,  Merger  Subsidiary  or their
respective  officers or directors  (except as set forth in this Section 8.01, in
the second  sentence  of Section  5.04 and in Section  5.09,  all of which shall
survive the  termination).  Nothing in this Section 8.01 shall relieve any party
from  liability  for any breach of any  representation,  warranty,  covenant  or
agreement  of such party  contained  in this  Agreement,  except that if the fee
provided  for in Section  5.09(b)  or the  forgiveness  provided  for in Section
5.09(c) becomes payable in accordance  therewith,  that fee or forgiveness  will
constitute  the  exclusive  remedy of and the sole  amount  payable to the party
entitled  thereto with respect to the event or  circumstances in connection with
which that fee becomes so payable.

     Section  8.02   Nonsurvival   of   Representations   and   Warranties.   No
representation,  warranty or  agreement in this  Agreement or in any  instrument
delivered  pursuant  to this  Agreement  shall  survive  the  Merger,  and after
effectiveness of the Merger neither the Company,  Parent,  Merger Subsidiary nor
any of their respective  officers or directors shall have any further obligation
with respect  thereto except for the agreements  contained in Articles I, II and
VIII and Section 5.11.

     Section 8.03 Notices. All notices and other communications  hereunder shall
be in writing and shall be considered given if delivered  personally,  mailed by
registered or certified mail (return receipt requested) or sent via facsimile to
the parties at the following  addresses (or at such other address for a party as
shall be specified by like notice):

      If to the Company:

            Western Standard Corporation
            400 East Snow King Avenue
            Post Office Box 1846
            Jackson, Wyoming 83001
            Attention:  Manuel B. Lopez, President
            Telephone:  307-734-3003
            Telecopier:  307-734-3300


    with a copy to:

            Stanford E. Clark
            Special Committee of the Board of Directors
            of Western Standard Corporation
            2205 West Main
            Riverton, Wyoming 82501
            Telephone:  307-856-6939

            Gilbert L. McSwain
            300 South Jackson Street, Suite 100
            Denver, Colorado 80209
            Telephone:  303-398-7067
            Telecopier:  303-398-7001


    If to Parent or Merger Subsidiary:

            Snow King Interests LLC
            Post Office Box 928
            Jackson, Wyoming 83001
            Attention:  Manuel B. Lopez
            Telephone:  307-734-3003
            Telecopier:  307-734-3300


    with a copy to:

            Samuel E. Wing, Esq.
            Jones & Keller, P.C.
            1625 Broadway, Suite 1600
            Denver, Colorado 80202
            Telephone:  303-573-1600
            Telecopier:  303-573-0769

     Section 8.04  Interpretation.  The headings contained in this Agreement are
for  reference  purposes  only and shall not  affect in any way the  meaning  or
interpretation of this Agreement. In this Agreement, unless a contrary intention
appears,  (i) the words  "herein,"  "hereof" and  "hereunder" and other words of
similar  import  refer to this  Agreement  as a whole and not to any  particular
Article,  Section or other  subdivision,  (ii)  "knowledge"  shall  mean  actual
knowledge of the executive officers of the Company or Parent, as applicable, and
(iii) reference to any Article or Section means such Article or Section hereof.

     Section 8.05  Miscellaneous.  This  Agreement  (including the documents and
instruments  referred to herein)  shall not be assigned by  operation  of law or
otherwise  except that Merger  Subsidiary may assign its obligations  under this
Agreement to any other wholly-owned subsidiary of Parent subject to the terms of
this Agreement, in which case such assignee shall become the "Merger Subsidiary"
for all  purposes of this  Agreement.  THIS  AGREEMENT  SHALL BE GOVERNED IN ALL
RESPECTS,  INCLUDING  VALIDITY,  INTERPRETATION  AND EFFECT,  BY THE LAWS OF THE
STATE OF WYOMING  APPLICABLE  TO CONTRACTS  EXECUTED AND TO BE PERFORMED  WHOLLY
WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAWS OF THAT STATE.

     Section 8.06  Counterparts.  This  Agreement may be executed in two or more
counterparts,  each of which shall be considered  to be an original,  but all of
which shall constitute one and the same agreement.

      Section 8.07      Amendments; No Waivers.

          (a) Any provision of this  Agreement may be amended or waived prior to
     the Effective  Time if, and only if, such amendment or waiver is in writing
     and signed, in the case of an amendment,  by the Company, Parent and Merger
     Subsidiary  or, in the case of a  waiver,  by the  party  against  whom the
     waiver  is to be  effective;  however,  any  waiver or  amendment  shall be
     effective  against a party  only if the board of  directors  of such  party
     approves such waiver or amendment.

          (b)...No failure or delay by any party in exercising any right,  power
     or  privilege  hereunder  shall  operate as a waiver  thereof nor shall any
     single or partial  exercise  thereof preclude any other or further exercise
     thereof or the exercise of any other right, power or privilege.  The rights
     and remedies  herein  provided shall be cumulative and not exclusive of any
     rights or remedies provided by law.

     Section  8.08  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersede all prior agreements,  understandings  and negotiations,  both written
and oral,  between  the  parties  with  respect  to the  subject  matter of this
Agreement. No representation,  inducement, promise, understanding,  condition or
warranty  not set forth  herein  has been made or  relied  upon by either  party
hereto.  Neither this  Agreement nor any provision  hereof is intended to confer
upon any person other than the parties hereto any rights or remedies  hereunder,
except  Articles I and II, which are  intended for the benefit of the  Company's
stockholders.

     Section 8.09 Severability. If any term or other provision of this Agreement
is invalid,  illegal or  unenforceable,  all other  provisions of this Agreement
shall remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially
adverse to any party.

     Section  8.10  Specific   Performance.   The  parties   hereto  agree  that
irreparable  damage would occur if any of the  provisions of this Agreement were
not to be  performed  in  accordance  with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof in addition to any
other remedies at law or in equity.



                                 [Signature page to follow]



      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written.

Company:                                  WESTERN STANDARD CORPORATION


                                          By:  /s/ Manuel B. Lopez
                                             ---------------------------------
                                          Name: Manuel B. Lopez
                                               ----------------
                                          Title:      President
                                                ---------------



Parent:                                   SNOW KING INTERESTS LLC



                                          By:  /s/ Manuel B. Lopez
                                             ---------------------------------
                                          Name: Manuel B. Lopez
                                          Title:      Manager

Merger Subsidiary:

                                          LZ ACQUISITION, INC.


                                          By:  /s/ Manuel B. Lopez
                                             ---------------------------------
                                          Name: Manuel B. Lopez
                                          Title:      President



Approved by the Special Committee of the Board of Directors of the Company



/s/ Stanford E. Clark
- ------------------------------------
Stanford E. Clark, Member





                                    Disclosure Schedule

                                             to

                                Agreement and Plan of Merger

                                           dated

                                     November 15, 2004


                                           Among

                               Western Standard Corporation,

                                    LZ Acquisition, Inc.

                                            and

                                  Snow King Interests LLC



                                                                         ANNEX B

                       Opinion of Ehrhardt Keefe Steiner & Hottman PC


October 11, 2004


Special Committee of the Board of Directors
Western Standard Corporation
Post Office Box 1846
400 E. Snow King Ave.
Jackson, Wyoming 83001

Gentlemen:

In  accordance  with  your  request,  Ehrhardt  Keefe  Steiner &  Hottman,  PC's
assignment  was to provide an  Independent  Opinion  (the  "Opinion")  as to the
fairness,  from a financial point of view, of the merger of Snow King Interests,
LLC (the "Parent"),  LZ Acquisition,  Inc. (the "Merger  Subsidiary) and Western
Standard Corporation (the "Company" or "WSTD").

The Merger  Subsidiary  will be merged with and into the Company.  Following the
Merger,  the separate existence of Merger Subsidiary shall cease and the Company
shall  continue  as the  surviving  corporation  (the  "Surviving  Corporation")
wholly-owned  by the Parent,  and shall succeed to and assume all the rights and
obligations of Merger Subsidiary.

In connection with our engagement, we were not requested to, and we did not: (a)
actively solicit third-party indications of interest in any sale transaction; or
(b) evaluate the advisability of the Merger from the perspective of WSTD.

In connection with our Opinion, we do not express an opinion with respect to any
of the following:  (a) WSTD's  underlying  business decision to proceed with the
Merger;  and (b) the fairness of the terms of any financing required to complete
the Merger.

The closing bid price of the Company's  common stock as of December 31, 2003 was
$0.13 per share,  resulting in an equity  market value of  $1,295,192,  based on
9,963,015 common shares  outstanding.  From January 1, 2003 through December 31,
2003, WSTD shares (OTCBB: WSTD) traded at a low of $0.01 per share and a high of
$0.25 per share.  The 52-week high was $0.25 per share in December  2003 and the
52-week low was $0.01 in August 2003. From January 2, 2004 to November 15, 2004,
the high and low trading prices were $0.15 and $0.08, respectively.

We have undertaken such reviews,  analysis, and inquiries as we deemed necessary
and appropriate under the circumstances. Among other things, we have:

1.   Reviewed the Agreement and Plan of Merger dated November 15, 2004;

2.   Reviewed WSTD's last Annual Report on Form 10-KSB for the fiscal year ended
     December  31,  2003,  and other  financial  information  supplied by WSTD's
     management;

3.   Analyzed projected financial  information based on assumptions  provided by
     management of WSTD, in addition,  we reviewed the overall  assumptions  for
     reasonableness;

4.   Conducted  discussions  with the senior  management of WSTD  concerning the
     Company's business prospects,  historical  financial results, and projected
     financial information;

5.   Obtained and reviewed real estate  appraisals  for the real estate owned by
     WSTD and its subsidiaries.

6.   Reviewed  and  researched  economic and industry  analysis  reports  deemed
     relevant to WSTD and  compared  the  performance  and  projections  of WSTD
     relative to both;

7.   Analyzed  the  public  trading  multiples  of  companies  which  we  deemed
     comparable to WSTD, and applied these multiples to WSTD's  financials as of
     December 31, 2003,  and compared the results to the current  trading  price
     range of WSTD's common stock and the price offered by WSTD;

8.   Performed a discounted  cash flow  analysis for WSTD based on  projections,
     and compared it to the current  trading  price range of WSTD's common stock
     and the price offered by WSTD;

9.   Analyzed  market  premiums  in  order  to  arrive  at  minority   discounts
     applicable to investments held by the Company;

10.  Analyzed real estate development plans and ownership structure based on the
     "Master Plan" created by the Company and approved by the city.

Assumptions and Limiting Conditions:
- -----------------------------------

Our  analysis,  reports and  Opinion  includes  the  following  assumptions  and
limiting conditions:

Our  analysis,   reports  and  Opinion  will  include  the  following   limiting
conditions.

1.   Information,  estimates,  and opinions contained in the report are obtained
     from sources considered to be reliable. However, we assume no liability for
     such sources.  Our services  constitute neither an audit nor a verification
     of the underlying  financial  records of the Company.  Our services  relate
     solely to the valuation of the business interest, and the Opinion described
     herein.

2.   WSTD and its  representatives  warranted  to us that the  information  they
     supplied was complete and accurate to the best of their  knowledge and that
     the  financial  statement  information  reflects the  Company's  results of
     operations  and  financial  condition  in  accordance  with U.S.  generally
     accepted  accounting  principles,   unless  otherwise  noted.   Information
     supplied  by  management  has been  accepted  as  correct  without  further
     verification, and we express no opinion on that information.

3.   Possession  of this  report,  or a copy  thereof does not carry with it the
     right  of  publication  of all or  part of it,  nor may it be used  for any
     purpose by anyone but WSTD without the previous  written consent of WSTD or
     us and, in any event, only with proper attribution.

4.   We are not required to give testimony in court, or be in attendance  during
     any hearings or  depositions,  with  reference to the Company being valued,
     unless previous arrangements have been made.

5.   The various  estimates  of value  presented  in this report and the Opinion
     applies  to this  engagement  only and may not be used  out of the  context
     presented  herein.  This  valuation  and the Opinion are valid only for the
     purpose or purposes specified herein.

6.   This valuation reflects facts and conditions existing as of the date of the
     reports and the Opinion. Subsequent events have not been considered, and we
     have no obligation to update our report for such events and conditions.

7.   This report was prepared  under the direction of Paul K. Edwards,  CPA/ABV,
     ASA.  Neither  the  professionals  who  worked on this  engagement  nor the
     principals  of EKS&H have any present or  contemplated  future  interest in
     WSTD or any personal interest with respect to the parties involved,  or any
     other interest that might prevent us from performing an unbiased  valuation
     and fairness  opinion.  Our  compensation is not contingent on an action or
     event resulting from the analyses,  opinions, or conclusions in, or the use
     of, this report. Conclusion

Based upon and subject to all the foregoing,  in our opinion, as of November 15,
2004,  the date of the Merger  Agreement,  the Merger  Consideration  offered to
Western Standard Corporation's shareholders by Snow King Interests, LLC is fair,
from a financial point of view, to such shareholders.

Delivery  of  this  Opinion  is  subject  to  the  conditions,  limitations  and
assumptions set forth in this Opinion.

                                          Sincerely,



                                          Ehrhardt Keefe Steiner & Hottman, PC



                                          /s/ Paul K. Edwards
                                          --------------------------------
                                          Paul K. Edwards, CPA/ABV, ASA
                                          Principal
                                          Ehrhardt Keefe Steiner & Hottman PC





                                                                         ANNEX C

               Dissenters' Rights Under the Wyoming Business Corporation Act


17-16-1301.  Definitions.

     (a) As used in this article:

          (i)  "Beneficial  shareholder"  means the person  who is a  beneficial
     owner of  shares  held in a  voting  trust or by a  nominee  as the  record
     shareholder;

          (ii) "Corporation"  means the issuer of the shares held by a dissenter
     before  the  corporate  action,   or  the  surviving,   new,  or  acquiring
     corporation by merger, consolidation, or share exchange of that issuer;

          (iii)  "Dissenter" means a shareholder who is entitled to dissent from
     corporate  action under W.S.  17-16-1302  and who exercises that right when
     and in the manner required by W.S. 17-16-1320 through 17-16-1328;

          (iv) "Fair  value," with respect to a  dissenter's  shares,  means the
     value of the shares  immediately  before the  effectuation of the corporate
     action  to which the  dissenter  objects,  excluding  any  appreciation  or
     depreciation in anticipation of the corporate action unless exclusion would
     be inequitable;

          (v) "Interest" means interest from the effective date of the corporate
     action until the date of payment, at the average rate currently paid by the
     corporation  on its  principal  bank loans,  or, if none, at a rate that is
     fair and equitable under all the circumstances;

          (vi) "Record  shareholder"  means the person in whose names shares are
     registered  in the  records of a  corporation  or the  beneficial  owner of
     shares to the extent of the rights granted by a nominee certificate on file
     with a corporation;

          (vii)  "Shareholder"  means the record  shareholder  or the beneficial
     shareholder.

17-16-1302.  Right to dissent.

     (a) A shareholder is entitled to dissent from, and to obtain payment of the
fair  value of his  shares  in the  event  of,  any of the  following  corporate
actions:

          (i)  Consummation  of a plan of merger or  consolidation  to which the
     corporation is a party if:

               (A)  Shareholder  approval  is  required  for the  merger  or the
          consolidation  by W.S.  17-16-1103  or  17-16-1111  or the articles of
          incorporation and the shareholder is entitled to vote on the merger or
          consolidation; or

               (B) The  corporation  is a  subsidiary  that is  merged  with its
          parent under W.S. 17-16-1104.

          (ii) Consummation of a plan of share exchange to which the corporation
     is a  party  as the  corporation  whose  shares  will be  acquired,  if the
     shareholder is entitled to vote on the plan;

          (iii)Consummation  of a sale or exchange of all, or substantially all,
     of the  property  of the  corporation  other than in the usual and  regular
     course of business,  if the  shareholder is entitled to vote on the sale or
     exchange,  including  a sale  in  dissolution,  but  not  including  a sale
     pursuant to court order or a sale for cash  pursuant to a plan by which all
     or substantially all of the net proceeds of the sale will be distributed to
     the shareholders within one (1) year after the date of sale;

          (iv) An amendment of the articles of incorporation that materially and
     adversely affects rights in respect of a dissenter's shares because it:

               (A) Alters or abolishes a preferential right of the shares;

               (B)   Creates,   alters  or  abolishes  a  right  in  respect  of
          redemption,  including a provision  respecting  a sinking fund for the
          redemption or repurchase, of the shares;

               (C) Alters or abolishes a  preemptive  right of the holder of the
          shares to acquire shares or other securities;

               (D)  Excludes  or limits  the right of the  shares to vote on any
          matter,  or to cumulate  votes,  other than a  limitation  by dilution
          through  issuance of shares or other  securities  with similar  voting
          rights; or

               (E) Reduces the number of shares  owned by the  shareholder  to a
          fraction  of a share  if the  fractional  share  so  created  is to be
          acquired for cash under W.S. 17-16-604.

          (v) Any corporate  action taken pursuant to a shareholder  vote to the
     extent the articles of incorporation,  bylaws, or a resolution of the board
     of directors provides that voting or nonvoting shareholders are entitled to
     dissent and obtain payment for their shares.

     (b) A  shareholder  entitled to dissent  and obtain  payment for his shares
under  this  article  may  not  challenge  the  corporate  action  creating  his
entitlement  unless the action is unlawful  or  fraudulent  with  respect to the
shareholder or the corporation.

17-16-1303.  Dissent by nominees and beneficial owners.

     (a) A record shareholder may assert dissenters' rights as to fewer than all
the shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one (1) person and notifies the corporation in writing
of the name and  address of each person on whose  behalf he asserts  dissenters'
rights.  The rights of a partial  dissenter under this subsection are determined
as if the shares as to which he dissents and his other shares were registered in
the names of different shareholders.

     (b) A beneficial  shareholder  may assert  dissenters'  rights as to shares
held on his behalf only if:

          (i) He submits to the  corporation  the record  shareholder's  written
     consent to the dissent not later than the time the  beneficial  shareholder
     asserts dissenters' rights; and

          (ii)  He does  so  with  respect  to all  shares  of  which  he is the
     beneficial shareholder or over which he has power to direct the vote.

17-16-1320.  Notice of dissenters' rights.

     (a) If proposed  corporate  action creating  dissenters'  rights under W.S.
17-16-1302 is submitted to a vote at a shareholders' meeting, the meeting notice
shall  state that  shareholders  are or may be  entitled  to assert  dissenters'
rights under this article and be accompanied by a copy of this article.

     (b) If corporate action creating  dissenters' rights under W.S.  17-16-1302
is taken without a vote of shareholders, the corporation shall notify in writing
all shareholders entitled to assert dissenters' rights that the action was taken
and send them the dissenters' notice described in W.S. 17-16-1322.

17-16-1321.  Notice of intent to demand payment.

     (a) If proposed  corporate  action creating  dissenters'  rights under W.S.
17-16-1302 is submitted to a vote at a shareholders'  meeting, a shareholder who
wishes to assert  dissenters' rights shall deliver to the corporation before the
vote is taken written  notice of his intent to demand  payment for his shares if
the proposed action is effectuated and shall not vote his shares in favor of the
proposed action.

     (b) A shareholder  who does not satisfy the  requirements of subsection (a)
of this section is not entitled to payment for his shares under this article.

17-16-1322.  Dissenters' notice.

     (a) If proposed  corporate  action creating  dissenters'  rights under W.S.
17-16-1302 is authorized  at a  shareholders'  meeting,  the  corporation  shall
deliver a written  dissenters'  notice to all  shareholders  who  satisfied  the
requirements of W.S. 17-16-1321.

     (b) The dissenters'  notice shall be sent no later than ten (10) days after
the corporate action was taken, and shall:

          (i) State  where the payment  demand  shall be sent and where and when
     certificates for certificated shares shall be deposited;

          (ii) Inform holders of  uncertificated  shares to what extent transfer
     of the shares will be restricted after the payment demand is received;

          (iii) Supply a form for  demanding  payment that  includes the date of
     the first announcement to news media or to shareholders of the terms of the
     proposed   corporate   action  and  requires  that  the  person   asserting
     dissenters' rights certify whether or not he acquired beneficial  ownership
     of the shares before that date;

          (iv) Set a date by which the  corporation  shall  receive  the payment
     demand,  which date may not be fewer than  thirty  (30) nor more than sixty
     (60) days  after the date the notice  required  by  subsection  (a) of this
     section is delivered; and

          (v) Be accompanied by a copy of this article.

17-16-1323.  Duty to demand payment.

     (a) A shareholder sent a dissenters'  notice  described in W.S.  17-16-1322
shall demand payment,  certify whether he acquired  beneficial  ownership of the
shares  before  the date  required  to be set  forth in the  dissenters'  notice
pursuant to W.S. 17-16-1322(b)(iii),  and deposit his certificates in accordance
with the terms of the notice.

     (b) The shareholder who demands payment and deposits his share certificates
under  subsection (a) of this section  retains all other rights of a shareholder
until these  rights are  cancelled  or  modified  by the taking of the  proposed
corporate action.

     (c) A  shareholder  who  does not  demand  payment  or  deposit  his  share
certificates where required,  each by the date set in the dissenters' notice, is
not entitled to payment for his shares under this article.

17-16-1324.  Share restrictions.

     (a) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received  until the proposed  corporate
action is taken or the restrictions released under W.S. 17-16-1326.

     (b)  The  person  for  whom   dissenters'   rights  are   asserted   as  to
uncertificated  shares  retains all other  rights of a  shareholder  until these
rights are cancelled or modified by the taking of the proposed corporate action.

17-16-1325.  Payment.

     (a)  Except  as  provided  in W.S.  17-16-1327,  as  soon  as the  proposed
corporate action is taken, or upon receipt of a payment demand,  the corporation
shall pay each  dissenter  who  complied  with W.S.  17-16-1323  the  amount the
corporation estimates to be the fair value of his shares, plus accrued interest.

     (b) The payment shall be accompanied by:

          (i) The  corporation's  balance  sheet as of the end of a fiscal  year
     ending not more than  sixteen  (16) months  before the date of payment,  an
     income  statement  for that year, a statement  of changes in  shareholders'
     equity  for  that  year,  and  the  latest  available   interim   financial
     statements, if any;

          (ii) A statement  of the  corporation's  estimate of the fair value of
     the shares;

          (iii) An explanation of how the interest was calculated;

          (iv) A statement of the dissenter's right to demand payment under W.S.
     17-16-1328; and

          (v) A copy of this article.

17-16-1326.  Failure to take action.

     (a) If the corporation  does not take the proposed action within sixty (60)
days after the date set for demanding payment and depositing share certificates,
the corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.

     (b) If  after  returning  deposited  certificates  and  releasing  transfer
restrictions,  the corporation  takes the proposed  action,  it shall send a new
dissenters'  notice  under  W.S.   17-16-1322  and  repeat  the  payment  demand
procedure.

17-16-1327.  After-acquired shares.

     (a) A corporation may elect to withhold payment required by W.S. 17-16-1325
from a dissenter  unless he was the  beneficial  owner of the shares  before the
date set forth in the dissenters'  notice as the date of the first  announcement
to news media or to shareholders of the terms of the proposed corporate action.

     (b)  To the  extent  the  corporation  elects  to  withhold  payment  under
subsection (a) of this section,  after taking the proposed  corporate action, it
shall estimate the fair value of the shares,  plus accrued  interest,  and shall
pay this amount to each  dissenter who agrees to accept it in full  satisfaction
of his demand.  The  corporation  shall send with its offer a  statement  of its
estimate of the fair value of the shares, an explanation of how the interest was
calculated,  and a statement of the  dissenter's  right to demand  payment under
W.S. 17-16-1328.

17-16-1328.  Procedure if shareholder dissatisfied with payment or offer.

     (a) A dissenter may notify the  corporation  in writing of his own estimate
of the fair value of his shares and amount of interest  due, and demand  payment
of his  estimate,  less  any  payment  under  W.S.  17-16-1325,  or  reject  the
corporation's  offer under W.S.  17-16-1327 and demand payment of the fair value
of his shares and interest due, if:

          (i) The dissenter believes that the amount paid under W.S.  17-16-1325
     or offered under W.S.  17-16-1327 is less than the fair value of his shares
     or that the interest due is incorrectly calculated;

          (ii) The  corporation  fails to make  payment  under  W.S.  17-16-1325
     within sixty (60) days after the date set for demanding payment; or

          (iii)The corporation,  having failed to take the proposed action, does
     not return the deposited  certificates or release the transfer restrictions
     imposed on uncertificated  shares within sixty (60) days after the date set
     for demanding payment.

     (b) A  dissenter  waives his right to demand  payment  under  this  section
unless he notifies the corporation of his demand in writing under subsection (a)
of this section  within thirty (30) days after the  corporation  made or offered
payment for his shares.

17-16-1330.  Court action.

     (a) If a demand for payment under W.S.  17-16-1328 remains  unsettled,  the
corporation  shall commence a proceeding  within sixty (60) days after receiving
the payment  demand and petition  the court to  determine  the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty  (60) day  period,  it shall pay each  dissenter  whose  demand
remains unsettled the amount demanded.

     (b) The corporation  shall commence the proceeding in the district court of
the county where a corporation's principal office, or if none in this state, its
registered  office,  is located.  If the  corporation  is a foreign  corporation
without a registered  office in this state,  it shall commence the proceeding in
the county in this state where the registered office of the domestic corporation
merged  with or whose  shares  were  acquired  by the  foreign  corporation  was
located.

     (c) The corporation shall make all dissenters,  whether or not residents of
this state,  whose demands remain  unsettled  parties to the proceeding as in an
action  against  their shares and all parties shall be served with a copy of the
petition.  Nonresidents  may be served by  registered  or  certified  mail or by
publication as provided by law.

     (d) The  jurisdiction  of the court in which the  proceeding  is  commenced
under  subsection  (b) of this section is plenary and  exclusive.  The court may
appoint one (1) or more persons as appraisers to receive  evidence and recommend
decision on the question of fair value. The appraisers have the powers described
in the order  appointing  them,  or in the amendment to it. The  dissenters  are
entitled to the same discovery rights as parties in other civil proceedings.

     (e) Each  dissenter  made a party to the proceeding is entitled to judgment
for:

          (i) The amount, if any, by which the court finds the fair value of his
     shares, plus interest, exceeds the amount paid by the corporation; or

          (ii) The fair value,  plus  accrued  interest,  of his  after-acquired
     shares for which the  corporation  elected to withhold  payment  under W.S.
     17-16-1327.

17-16-1331.  Court costs and counsel fees.

     (a) The court in an appraisal  proceeding  commenced under W.S.  17-16-1330
shall  determine  all  costs  of  the   proceeding,   including  the  reasonable
compensation and expenses of appraisers  appointed by the court. The court shall
assess the costs against the corporation, except that the court may assess costs
against all or some of the dissenters,  in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under W.S. 17-16-1328.

     (b) The court may also assess the fees and  expenses of counsel and experts
for the respective parties, in amounts the court finds equitable:

          (i) Against the  corporation  and in favor of any or all dissenters if
     the court  finds the  corporation  did not  substantially  comply  with the
     requirements of W.S. 17-16-1320 through 17-16-1328; or

          (ii) Against either the  corporation  or a dissenter,  in favor of any
     other  party,  if the court finds that the party  against whom the fees and
     expenses are assessed acted arbitrarily,  vexatiously, or not in good faith
     with respect to the rights provided by this article.

     (c) If the court finds that the services of counsel for any dissenter  were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.



                                WESTERN STANDARD CORPORATION
                                 400 East Snow King Avenue
                                    Post Office Box 1846
                                   Jackson, Wyoming 83001


                THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                              OF WESTERN STANDARD CORPORATION


     The  undersigned  stockholder of Western  Standard  Corporation,  a Wyoming
corporation (the "Company"),  hereby appoints Manuel B. Lopez and James M. Peck,
and each of them, as proxies, each with the power to appoint his substitute, and
hereby  authorizes  each of them to represent,  and to vote as designated on the
reverse  side,  all the shares of common  stock of the Company held of record by
the undersigned on January 7, 2005 at the Special Meeting of Stockholders of the
Company, to be held at the Snow King Resort, 400 East Snow King Avenue, Jackson,
Wyoming at 10:00 a.m.,  Mountain Time February 25, 2005 and at all  adjournments
or postponements  thereof upon the following matters, as set forth in the Notice
of Special Meeting of Stockholders and Proxy  Statement,  each dated January 21,
2005, copies of which have been received by the undersigned, hereby revoking any
proxy heretofore given.


     THIS PROXY,  WHEN PROPERLY  EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL
BE  VOTED  FOR  THE  APPROVAL  OF THE  AGREEMENT  AND  PLAN  OF  MERGER  AND THE
TRANSACTIONS CONTEMPLATED THEREBY AND FOR PROPOSAL 2.

     The board of directors of the Company  recommends a vote for the  Agreement
and Plan of Merger.

1.   Proposal to approve and adopt the  Agreement and Plan of Merger dated as of
     November 15, 2004, by and among Snow King  Interests  LLC, LZ  Acquisition,
     Inc.  and  the  Company,   as  hereafter  amended,   and  the  transactions
     contemplated thereby:

            / / FOR           / / AGAINST             / / ABSTAIN

2.   Proposal, if necessary,  to adjourn the Special Meeting of Stockholders for
     the  purpose  of  soliciting  additional  proxies  in  connection  with the
     proposed  merger or to satisfy the  conditions to  completing  the proposed
     merger.

            / / FOR           / / AGAINST             / / ABSTAIN


3.   The  proxies are hereby  authorized  to vote in their  discretion  upon all
     other business as may properly come before the Special Meeting.

                    Please sign exactly as your name  appears on this proxy.  If
                    the  shares  represented  by this  proxy  are  held by joint
                    tenants, both must sign. When signing as attorney, executor,
                    administrator,  trustee or guardian,  please give full title
                    as such. If the stockholder is a corporation, please sign in
                    full  corporate  name  by  president  or  other   authorized
                    officer.  If stockholder  is a  partnership,  please sign in
                    partnership name by authorized person.


DATED:_______________ 2005
                                    ------------------------------------------
                                    SIGNATURE

DATED:_______________ 2005
                                    ------------------------------------------
                                    SIGNATURE


                    PLEASE MARK,  SIGN,  DATE AND RETURN THE PROXY CARD PROMPTLY
                    USING THE ENCLOSED POSTAGE PREPAID ENVELOPE.