Max P. Cawal, president and chief operating officer of WestAmerica said: "In addition to the revenue from operating the property, we establish an immediate presence in the neighborhood. The motel will contribute significantly to the company's timeshare marketing and sales programs."

WestAmerica acquired NASS Inc. through a newly formed subsidiary, Park Inn Acquisition Corp., for a consideration of $50,000 (to be paid over four years) and warrants to purchase 50,000 shares of WestAmerica common stock over the next five years at prices ranging from $3.00 to $6.00 per share. The transaction contemplates arranging mortgage refinancing for the property within the next 120 days to retire mortgages in the amount of $950,000. The current property appraisal is $1,200,000. Additionally, plans include refurbishment of the premises.

An expressed condition of the NASS/Park Inn purchase agreement requires WestAmerica Corp. to complete a reverse stock split of its common shares on a 60 for 1 basis. The warrant shares to be issued to the seller shall be issued post-split or after taking into effect the reverse stock split. To comply with this provision, WestAmerica Corp. will implement a reverse stock split of the common stock such that 60 currently issued shares of its common stock shall be reduced to one share of common stock. The reverse stock split will be effective as of Monday, Oct. 19, 1998.

The Park Inn International is situated on 13.5 acres on the east-side of Highway 27 approximately 3 miles south of Highway 192 and one and one-half miles north of WestAmerica's timeshare resort development. The Park Inn features a large lobby area with bar and restaurant, swimming pool and activity and game room.

"The Park Inn gives WestAmerica a great advantage in marketing the company's timeshare resort located just down the street," explained John Reed, vice president of marketing. "By filling the rooms with mini-vacs (one, two or three night visitation programs offered to qualified families) we can attract and control high quality prospects as well as provide additional services."

WestAmerica has approval for 750 units (39,000 timeshare weeks) to be built and sold as timeshare on 285 acres nearby with the first phase, consisting of 162 units (8,424 timeshare weeks) built on 35 acres. Based on RCI Consulting's feasibility and marketing study, the expected sellout is in excess of $460,000,000.

WestAmerica's timeshare resort will include single-family homes and villas, some featuring 3 bedrooms, 3 baths, with heated pools and spas, with an 18-hole championship golf course and complete resort amenities - the first project of its kind developed by a public company.

WestAmerica Corp., a leisure industry company, is in the principal business of developing vacation ownership (timeshare) destination resorts. From time to time, the company may issue forward looking statements that involve risks and uncertainties. This statement may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ and any forward-looking statements should be considered accordingly.