Exhibit 10.19                              Colorado Springs, CO

                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT ("Agreement"), by and between Bishop
Powers, Ltd., a Colorado Limited Partnership (hereinafter "Seller"), and
AutoZone, Inc., a Nevada corporation (hereinafter "Purchaser"), is for the
purpose of setting forth all terms and conditions for the sale of the real
property described hereinafter. The total purchase price is Four Hundred Forty
Thousand Dollars ($440,000.00), payable all cash at the time of closing, of
which the earnest money in the amount of Five Thousand Dollars ($5,000.00)
(hereinafter "Earnest Money") is a part. Seller agrees to sell and convey to
Purchaser and Purchaser agrees to purchase upon the terms, conditions and
contingencies set forth in this Agreement, the Property (hereinafter the
"Property") situated in the City of Colorado Springs, County of El Paso, State
of Colorado, described as follows:

     Lot 1, The Crossing at Palmer Park Filing No. 3, Colorado Springs, El
     Paso County, Colorado, containing 43,580 square feet, the
     configuration of which is shown on a copy of the plat thereof attached
     hereto as Exhibit "A".

TERMS, CONDITIONS AND CONTINGENCIES OF PURCHASE AND SALE:
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1.   ACCEPTANCE AND EFFECTIVE DATE In the event this Agreement is not accepted
     by Seller and returned to Purchaser on or before May 26, 2000, this
     Agreement to purchase shall be void. The Agreement shall be effective as of
     the date on which Purchaser receives a fully executed original of this
     Agreement (hereinafter "Effective Date"). Purchaser shall notify Seller and
     Escrow Agent within five (5) business days of the date of its receipt of a
     fully executed original of this Agreement.

2.   DEPOSIT Within ten (10) days after the Effective Date, Purchaser's check
     for the Earnest Money shall be delivered to the escrow agent listed in the
     section hereof entitled "NOTICES" (hereinafter "Escrow Agent"), who shall
     hold the check uncashed until the opening of escrow. Upon the opening of
     escrow, the Earnest Money shall be deposited in escrow by the Escrow Agent.

3.   CONDITIONS PRECEDENT In the event this Agreement is terminated by Purchaser
     under the section hereof entitled "OPTION TO CANCEL", then the Earnest
     Money shall be paid to Seller within fifteen (15) days thereafter, and the
     parties shall have no further liabilities or obligations to each other. In
     the event this Agreement is terminated on any other grounds provided in
     this Agreement, or in the event any contingency, condition, covenant or
     warranty set forth in this Agreement has not been eliminated or complied
     with to the satisfaction of Purchaser or expressly waived in writing by
     Purchaser, within the applicable time limit and pursuant to the provisions
     of this Agreement, then this Agreement may be declared null and void at
     Purchaser's option, and the Earnest Money deposit shall be returned to
     Purchaser within fifteen (15) days, the escrow and this Agreement shall be
     terminated and the parties shall have no further liabilities or obligations

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     to each other. Despite the foregoing and despite any other provision of
     this Agreement to the contrary, termination of this Agreement shall not
     relieve Purchaser or Seller from their respective obligations to pay fees
     and expenses incurred in connection with this Agreement as provided herein.
     Seller and Purchaser agree that Escrow Agent is hereby authorized to
     deliver the Earnest Money deposit and any other sums deposited with Escrow
     Agent in accordance with this Agreement.

4.   ESCROW Within fifteen (15) calendar days after the Effective Date, an
     escrow shall be created by Escrow Agent, to consummate the purchase and
     sale specified herein, which escrow shall have a time limit of and shall
     close in the office of Escrow Agent on or before one hundred twenty (120)
     days following the Effective Date, unless extended as provided herein or
     unless extended in writing by the agreement of both parties. Within three
     (3) business days after opening of escrow, the Escrow Agent shall notify,
     in writing, Seller and Purchaser of the date of the opening of escrow. The
     escrow fees, and/or closing fees, if any, shall be paid one-half (1/2) by
     Seller and one-half (1/2) by Purchaser.

5.   TITLE EXAMINATION Within ten (10) days following the opening of escrow,
     Purchaser shall, at Seller's cost, have the title to the Property and any
     easements appurtenant thereto examined and shall obtain a commitment for
     title insurance on the Property and any easements appurtenant thereto
     (hereinafter "Commitment"), together with complete and legible copies of
     all documents which create exceptions to title set forth therein,
     including, but not limited to covenants, conditions, restrictions,
     reservations, easements, rights and rights of way of record, liens,
     encumbrances and other matters of record. The policy of title insurance
     (hereinafter "Policy") shall be an ALTA Owner's Policy form approved by
     Purchaser, with standard exceptions deleted and with a liability in the
     amount of the total purchase price of the Property, and shall specifically
     insure the boundary lines of the Property and any easements appurtenant
     thereto, and shall be paid for by Seller. Said Policy shall contain, as
     additional coverage, a standard ALTA approved escalator clause in an amount
     to be determined by Purchaser for future improvements to the property,
     which shall be paid for by Purchaser.

          Purchaser shall have the right to object to any Defect of Title (as
     defined herein) which appears in the Title Commitment or the Survey (as
     hereinafter described). Information contained in the Title Commitment
     and/or the Survey (hereinafter referred to as the "Title Documents") and
     which renders title to the Property unmerchantable or which makes the
     Property unsuitable for Purchaser's Intended Use are defined as a "Defect
     of Title". Any objection to a Defect of Title must be in writing and must
     be received by Seller no later than thirty (30) days following Purchaser's
     receipt of the last of (i) the Title Commitment, or, (ii) the Survey (the
     "Objection Period"). Purchaser's failure to provide Seller with written
     notice of an objection to any Defect of Title appearing in the Title
     Documents within the Objection Period shall be deemed to be a waiver by
     Purchaser of any objection it might otherwise have; and all such title

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     matters shall become "Permitted Exceptions." Notwithstanding the foregoing,
     if a Defect of Title is not revealed in the Title Documents and is
     discovered by Purchaser after the close of the Objection Period, Purchaser
     shall have until five (5) days after the date of its discovery of the
     Defect of Title or the date of Closing, whichever is earlier, to provide
     Seller with notice of its objection to the Defect of Title. If Seller
     receives timely written notice from Purchaser of a Defect of Title, Seller
     shall have the right, in its sole discretion, to (a) correct or cure the
     Defect of Title, (b) with the approval of Purchaser, obtain title insurance
     over the Defect of Title through title policy endorsement or otherwise, or
     (c) notify Purchaser that Seller does not intend to cure or insure over the
     Defect of Title. If Seller is unable or unwilling to cure or insure over a
     Defect of Title, Purchaser shall have the right to either (a) terminate
     this Agreement and its obligations hereunder, or (b) waive its objection to
     the Defect of Title. If Purchaser elects to terminate this Agreement, the
     Escrow Agent shall return the Earnest Money to Purchaser and neither party
     shall have any further obligation hereunder. If Seller elects to correct or
     cure the Defect of Title, Seller shall pursue such correction or cure in a
     diligent manner. If Purchaser elects to waive its objection to the Defect
     of Title, the title matter objected to shall thereafter be considered a
     "Permitted Exception." A Defect of Title, regardless of its disposition
     under this Section, shall not result in a reduction of the Purchase Price.

6.   INTENTIONALLY OMITTED

7.   TRANSFER OF TITLE Purchaser's obligations under this Agreement are
     contingent upon Purchaser receiving from Seller clear, marketable and
     insurable fee simple title to the Property, free of any and all
     unacceptable exceptions to title and all leasehold interests, liens and
     encumbrances of record or not of record, and with the warranties of Seller
     subject only to the Permitted Exceptions which also will appear as
     exceptions in the Policy to be issued pursuant to the section of this
     Agreement entitled "TITLE EXAMINATION". If Seller fails to meet this
     obligation, Purchaser may terminate this Agreement and/or exercise any
     other right Purchaser may have to legal and equitable relief.

          The Property shall be conveyed by a good and sufficient special
     warranty deed (hereinafter "Deed"), acceptable to Purchaser's counsel,
     running to Purchaser or Nominee. The Property description to be used in the
     Deed to Purchaser shall be the platted legal description provided with the
     Survey (as defined hereinafter).

          Seller shall pay the cost of any state and documentary stamps to be
     attached to the Deed in accordance with requirements of all lawful
     governmental authorities. Seller shall pay the cost for preparation and
     recordation of the Deed. If Purchaser obtains a loan on the Property, then
     Purchaser is to pay all expenses incident thereto.

          Prior to the closing of escrow, Seller shall furnish Escrow Agent
     Seller's tax identification number and any other information requested by
     Escrow Agent in order to comply with any reporting requirements. Seller
     shall execute and deliver to Escrow Agent, at or prior to closing,  a

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     customary seller's affidavit and such other documents as may be reasonably
     requested by Escrow Agent and/or the title insurer in order to close the
     purchase and sale and issue the Policy as required in this Agreement.

          Seller covenants and agrees that, at or prior to closing, Seller
     shall, at Seller's expense, cause all encumbrances, judgments and other
     liens against the Property securing indebtedness, except for current year
     real estate taxes not yet due and payable, any current installments of any
     special assessments, and any indebtedness of Purchaser, to be fully
     released and discharged of record insofar as they affect or may affect the
     Property.

8.   NOMINEE Without being relieved of any liability under this Agreement,
     Purchaser reserves the right to take title to the Property in a name or
     Nominee other than itself.

9.   PRORATIONS, ADJUSTMENTS AND EXPENSES Real estate taxes shall be prorated as
     of the date of closing and passing of the deed based on the taxes levied in
     the current year, if levied, and if not, based on the taxes levied during
     the previous year based on the number of days in Seller's and Purchaser's
     respective period of ownership during the present year. For the purposes of
     calculating such prorations at closing, the value of any improvements on
     the portion of the property retained by Seller shall be excluded and any
     such taxes assessed on the improvements on the Property shall be prorated
     based on the number of days in Seller's and Purchaser's respective periods
     of ownership during the present year. All unpaid real estate taxes for
     years prior to the date of closing shall be paid in full at closing by
     Seller. Installments of any and all general or special assessments levied
     against the Property and payable for years prior to closing, if any, shall
     be paid in full by Seller at closing and current installments of such
     assessments levied against the Property and payable in the year of closing,
     if any, shall be prorated at closing. Installments of any and all general
     or special assessments for years following closing shall be the sole
     responsibility of Purchaser. If requested, Seller shall provide to Escrow
     Agent copies of the last paid tax receipts on the Property prior to
     closing. This paragraph shall survive the close of escrow.

          If the Property is assessed as a part of a larger tax parcel, then
     Purchaser and Seller hereby agree to cooperate to divide the Property out
     of the larger tax parcel as soon as possible after the close of escrow. For
     the purposes of closing, no real estate tax proration shall be made at
     closing. Until a division of the tax parcel is made, Seller hereby
     covenants and agrees to pay prior to delinquency all real estate taxes
     levied against the entire tax parcel from and after the close of Escrow and
     to promptly furnish Purchaser with copies of all tax bills, assessments,
     valuations and other tax notices. Within thirty (30) days of the receipt of
     a copy of the paid tax bill, Purchaser hereby covenants and agrees to
     reimburse Seller for Purchaser's proportionate share of the real estate
     taxes based on the ratio of the total square footage of the Property to the
     total square footage of the entire parcel covered by any bill for such
     taxes multiplied by a fraction of which the numerator is the number of days
     in Purchaser's period of ownership and the denominator is the number of

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     days in that year. The value of any improvements to the portion of the
     property retained by Seller shall be executed and any such taxes assessed
     on the improvements on the Property shall be prorated based on the number
     of days in Seller's and Purchaser's respective periods of ownership. Should
     Seller fail to pay the real estate taxes and assessments levied against the
     entire tax parcel prior to delinquency, then Purchaser may elect to pay
     such taxes. Seller hereby covenants and agrees to reimburse Purchaser for
     the amounts so expended by Purchaser, including attorney's fees, within ten
     (10) days of Seller's receipt of Purchaser's written request for
     reimbursement. Should Seller fail to reimburse Purchaser for the amounts so
     expended, Purchaser may proceed with a lawsuit to recover said amounts,
     including attorney's fees, and/or file a lien against Seller's property for
     said amounts, including attorney's fees. This paragraph shall survive the
     close of escrow.

          All rentals, interest on encumbrances assumed by Purchaser and utility
     and operating expenses, if any, shall be prorated as of the date of closing
     and passing of the deed based on the number of days in Seller's and
     Purchaser's respective period of ownership during the present year. Seller
     shall, at the date of closing, provide Escrow Agent with final billings for
     all utility services to the Property which billings are to be paid by
     Escrow Agent from Seller's proceeds of the sale.

10.  USE For the purpose of this Agreement, Purchaser's intended initial use of
     the Property is defined as: construction of a store building and related
     improvements acceptable to Purchaser and operation therein of a retail
     store selling automotive parts, supplies and accessories. Nothing contained
     in this section or this Agreement other than those restrictions set forth
     in the "Declaration" referred to in Exhibit "B" attached hereto and made a
     part hereof shall be construed to limit Purchaser's right to use the
     Property for any lawful purpose. Purchaser acknowledges that in accordance
     with the provisions of the Declaration, Seller will have certain approval
     rights, including the right to approve development plans and plans and
     specifications for improvements prior to their submission to the City.
     Purchaser shall not permit any development plan to become final and binding
     on the Property or Seller until after Closing. Purchaser shall be solely
     responsible for obtaining the City's approval of Purchaser's development
     plan, and Seller will cooperate with Purchaser's efforts to obtain the
     City's approval of Purchaser's development plan as approved by Seller. The
     Seller and Purchaser shall cooperate with one another in a reasonable
     manner to the end that the Closing occurs as contemplated by this
     Agreement. All approvals required to be obtained by either party pursuant
     to this Agreement shall be sought in a reasonable manner and acted upon
     diligently and expeditiously. Whenever the provisions of this Agreement
     require one party to obtain the other party's approval, such approval shall
     not be unreasonably withheld or delayed. Each party shall use its good
     faith efforts to satisfy all the conditions to its performance of this
     Agreement.

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11.  ZONING AND PERMITS Purchaser is to have until one hundred fifteen (115)
     days following the Effective Date to receive all authorizations and
     permits, including, but not limited to, curb cut, building and renovation
     approvals, permits, zoning and subdivision interpretations and
     confirmations, and all variances, utility permits, authorizations and
     easements necessary for Purchaser's intended use as described herein
     ("Approvals", collectively, hereinafter). If, by such date, Purchaser has
     not received or is denied or refused any such Approvals necessary to assure
     Purchaser that the Property is suitable for Purchaser's intended use of the
     Property, as determined in Purchaser's discretion, or if the necessary
     Approvals are granted subject to any conditions that Purchaser deems
     unacceptable prior to such date, then Purchaser may, by furnishing written
     notice to Seller and Escrow Agent prior to the date of closing of escrow,
     either terminate this Agreement or extend the date for the close of escrow
     an additional thirty (30) days, to attempt to obtain said Approvals. This
     thirty (30) day extension period shall be followed by two (2) additional
     thirty (30) day extension periods if, by the end of the first or second
     thirty (30) day extension period, Purchaser has not received or is denied
     or refused any such Approvals necessary to assure Purchaser that the
     Property is suitable for Purchaser's intended use of the Property, as
     determined in Purchaser's discretion, or if the necessary Approvals are
     granted subject to any conditions that Purchaser deems unacceptable. If
     Purchaser does not receive all of the necessary Approvals as aforesaid
     prior to the end of the third thirty (30) day extension period, Purchaser
     may terminate this Agreement, or the parties may further extend this
     Agreement by mutual written agreement. Purchaser agrees to act in good
     faith, diligently and timely prosecute, and use its reasonable efforts to
     seek any Approvals.

          If subdivision or replatting of the Property is required by any
     applicable governmental authority as a part of the permitting process, then
     Purchaser shall perform the subdivision or replatting required at
     Purchaser's cost prior to the closing of escrow. If, as a condition of the
     permitting process, the said governmental authority requires the dedication
     of a portion of the Property or the imposition of any restrictions or
     easements, or imposes any other requirements or conditions that are
     unsatisfactory to Purchaser as determined by Purchaser in Purchaser's sole
     discretion, then Purchaser may terminate this Agreement by written notice
     to the Seller.

 12. INTENTIONALLY OMITTED

13.  SURVEY AND INVESTIGATION Within thirty (30) days after the opening of
     escrow, Seller shall deliver to Purchaser a survey of the Property
     ("Survey") which complies with the "Boundary and Topographical Survey
     Requirements" of Purchaser as are set forth in Exhibit "C" attached hereto
     and made a part hereof. The Survey shall be certified to Purchaser, the
     Title Company, any lender designated by Purchaser, and Seller. The Survey
     shall contain a certification of the surveyor sufficient for deletion of
     the standard survey exception from the Title Commitment. Seller shall pay
     for the costs of the Survey, not to exceed Two Thousand Dollars
     ($2,000.00), and Purchaser shall pay for the balance of such cost exceeding

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     Two Thousand Dollars ($2,000.00), provided however, that any credit Seller
     may receive from the survey company for any amounts previously paid the
     survey company for survey work done on the Property shall be treated for
     the purposes of this sentence as though it was a cost incurred by Seller
     for the Survey.

          Purchaser may, at Purchaser's cost, conduct or have conducted any
     environmental audits, assessments, reports, studies and any soil borings
     and/or laboratory tests containing information required by Purchaser's
     architects and engineers, including, but not limited to tests for
     hydrocarbons, Hazardous Materials (as hereinafter defined), asbestos, or
     other hazardous chemicals and pollutants in order to determine whether the
     Property is acceptable to Purchaser (hereinafter, collectively
     "Investigation"). Seller shall allow and assure Purchaser and Purchaser's
     contractors the right of access to inspect the Property and perform the
     Survey and Investigation. Purchaser shall have forty five (45) days after
     receipt of said Survey and Investigation results to notify Seller, in
     writing, of any conditions shown by said Survey and Investigation results
     which are unacceptable to Purchaser. If Seller and Purchaser cannot agree
     in writing on terms, conditions and time limits for removing and/or curing
     any such unacceptable conditions, or if Seller fails to remove and/or cure
     all such unacceptable conditions, as provided in such agreement, then
     Purchaser may terminate this Agreement by delivering written notice to
     Seller. Notwithstanding the foregoing, if the results of any Phase I
     Environmental Audit or Assessment or any other reports or tests for
     Hazardous Materials are unacceptable to Purchaser, then Purchaser may
     terminate this Agreement by furnishing written notice of termination to
     Seller.

          Purchaser hereby agrees to indemnify, defend, and hold Seller harmless
     from and against any and all losses, damages, causes or action, claims,
     liabilities, cost and expenses suffered or incurred by Seller as a direct
     result of the Investigation. The foregoing shall not include, however, any
     cost, expense, claim or liability arising out of or in any way related to
     the discovery or disturbance of contaminated soil, asbestos, or any other
     Hazardous Material as defined herein.

14.  DAMAGE OR LOSS OF THE PROPERTY The risk of loss or damage to the Property
     and any improvements thereon until the delivery of the Deed or termination
     of occupancy by Seller, whichever occurs last, is assumed by Seller. This
     contingency shall survive the closing of escrow.

          In  case  of  any  loss  or  damage  by  fire  or   otherwise  to  the
     improvements,  if any, now existing on the Property between the date hereof
     and the final consummation of sale,  Purchaser may, at Purchaser's  option,
     either  terminate  this  Agreement  by written  notice to Seller and Escrow
     Agent, or Purchaser may complete the purchase of the Property in which case
     Purchaser shall receive the benefit of any insurance proceeds paid or to be
     paid for such loss or damage.  Seller shall promptly  notify  Purchaser and
     Escrow Agent of any such loss or damage  occurring  prior to the closing of
     escrow.

 15. RESTRICTIVE COVENANTS
     Seller and Purchaser hereby covenant and agree for themselves, their

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     successors and assigns that, at or prior to closing, Seller shall execute
     the amendment to the existing "Declaration" for the Center in form attached
     as Exhibit "B", which is a fully negotiated part of this Agreement, and
     said agreement shall be recorded, at Purchaser's expense, with the
     recordation of the Deed.

16.  DELIVERY OF THE PROPERTY Seller shall deliver vacant possession of the
     Property to Purchaser at closing subject to the warranties made in Section
     20 of this Agreement, which shall survive the close of escrow for a period
     of two (2) years thereafter.

17.  BUILDINGS, EQUIPMENT, AND PERSONAL PROPERTY No buildings, equipment or
     personal property are included in the sale of the Property.

18.  UTILITIES If adequate utilities and related facilities, including water,
     stormwater and sanitary sewage disposal, telephone service and energy
     sources to service the Property and improvements thereto for Purchaser's
     intended use and easements therefor are not available to the sole
     satisfaction of the Purchaser, Purchaser may terminate this Agreement by
     written notice to Seller.

19.  ATTACHMENTS Exhibits "A", "B" and "C" attached hereto shall be deemed a
     part hereof.

20.  REPRESENTATIONS AND WARRANTIES OF SELLER (A) By acceptance of this
     Agreement, Seller warrants that, to the best of Seller's knowledge, Seller
     has not received, nor is Seller aware of any notification from any
     building, safety or health department, or any other governmental or
     quasi-governmental authority or official requiring any work to be done on
     the Property or the improvements thereto. Seller further warrants and
     agrees that Seller will promptly furnish Purchaser copies of any and all
     such notices received by Seller prior to the closing of escrow. Upon
     learning of any work required by any such authority or official to the
     Property or the improvements thereto, Purchaser shall have ten (10) days to
     advise Seller of any such work that is objectionable to Purchaser, and
     unless Seller performs such work prior to the closing of escrow, Purchaser
     may elect to terminate this Agreement or to complete the purchase of the
     Property.

          (B) Seller warrants and represents to Purchaser that, to the best of
     Seller's knowledge, there are no storage tanks, foundations, footings, or
     any other underground improvements remaining within the Property. Except as
     may otherwise be provided for or disclosed herein, and except for those
     matters that are subject to Purchaser's control, to the best of Seller's
     actual knowledge without investigation, as of the date of this Contract,
     the Property may be used for Purchaser's Intended Use.

          (C)  Purchaser  and  Seller  agree  that if any city,  county,  state,
     federal or municipal body or any other  authority  having such powers shall
     initiate a rezoning and/or condemnation of the Property or any part thereof
     throughout  the  duration of this  escrow,  Purchaser  may  terminate  this
     Agreement by written  notice to Seller and Escrow  Agent.  Seller  warrants
     that, to the best of Seller's knowledge, Seller is not aware nor has Seller
     received any  notification of any proposed  rezoning or condemnation of the
     Property,  and that Seller will promptly furnish Purchaser and Escrow Agent
     copies of all such notices

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     received by Seller prior to the closing of escrow. If, prior to the closing
     of escrow, Purchaser shall discover any other proposed governmental action
     (such as, but not limited to any proposed changes to the street right of
     ways located adjacent to the Property or to the road network in the
     vicinity of the Property) which would, in Purchaser's opinion, impair
     Purchaser's use of the Property for the purposes described in this
     Agreement, then Purchaser may terminate this Agreement by written notice to
     Seller and Escrow Agent.

          (D) To the best of Seller's actual knowledge without investigation, as
     of the date of this Contract and as of the date of Closing, the Property
     (including land, surface water, ground water and improvements) is now and
     will then be free of all contamination, including (i) any "hazardous
     waste", "underground storage tanks", "petroleum", "regulated substance", or
     "used oil" as defined by the Resource Conservation and Recovery Act of 1976
     (42 U.S.C. ss. 9601, et seq.) as amended, or by any regulations promulgated
     thereunder; (ii) any "hazardous substance" as defined by the Comprehensive
     Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C.
     ss. 9601, et seq.) as amended, or by any regulations promulgated thereunder
     (including, but not limited to, asbestos and radon); (iii) any "oil,
     petroleum products, and their byproducts", as defined by C.R.S. 1973 ss.
     25-17-101 et seq., as amended, or by any regulations promulgated
     thereunder; (iv) any "hazardous waste" as defined by the Colorado Waste
     Act, C.R.S. 1973 ss. 25-15-101, et seq., or by any regulations promulgated
     thereunder; (v) any substance the presence of which on, in or under the
     Property is prohibited by any law similar to those set forth above; and
     (vi) any other substance which by law, regulation or ordinance requires
     special handling in its collection, storage, treatment or disposal.

          (E) No leases or service contracts encumber any part of the Property
     or limit Seller's right to sell and convey the Property. In addition,
     Seller warrants and represents that, to the best of Seller's knowledge,
     there is no litigation, whether threatened or filed, or other such dispute
     affecting any part of the Property or any interest therein. Should Seller
     receive notice or otherwise become aware of any such threatened or
     instituted litigation or dispute, Seller agrees to immediately notify
     Purchaser and to work diligently with Purchaser to bring the litigation or
     dispute to a resolution.

          (F) Seller has the sole right, legal power and authority to enter into
     this Agreement, and the sole right, legal power and authority to convey the
     Property in accordance with the terms and conditions of this Agreement.

          (G) All requisite corporate or partnership actions have been taken and
     satisfied by the Seller to authorize the execution and performance of this
     Agreement, and such actions will be taken at or before closing so as to
     allow the consummation of the transaction contemplated herein.

          (H) The individual(s) executing this Agreement, on behalf of Seller,
     has (or have) the right, legal power and actual authority to bind the
     Seller to the terms and conditions of this Agreement.

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          For purposes of this Section 20, "to the best of Seller's knowledge"
     shall mean to the best of the knowledge of Robert E. Thrailkill and John A.
     Alsko, who are the President and Secretary, respectively, of Bishop Capital
     Corporation, the general partner of Seller, and to the best of the
     knowledge of any current employee of Seller.

21.  REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby covenants,
     warrants and represents to Seller that:

          (A) Purchaser has the sole right, legal power and authority to enter
     into this Agreement, and the sole right, legal power and authority to
     purchase the Property in accordance with the terms and conditions of this
     Agreement.

          (B) All requisite corporate or partnership actions have been taken and
     satisfied by the Purchaser to authorize the execution and performance of
     this Agreement, and such actions will be taken at or before closing so as
     to allow the consummation of the transaction contemplated herein.

          (C) The individual(s) executing this Agreement, on behalf of
     Purchaser, has (or have) the right, legal power and actual authority to
     bind the Purchaser to the terms and conditions of this Agreement.

22.  NOTICES Any and all notices required or permitted to be given under this
     Agreement shall be in writing, postage and/or shipping and delivery
     pre-paid and shall be sent by U.S. Postal Service Certified Mail with
     return receipt requested or via a national overnight courier service
     requiring a signature upon delivery (such as Federal Express) to:

         SELLER:                                  PURCHASER:
         -------                                  ----------

                                                  If by U.S. Postal Service
                                                  -------------------------
                                                  Certified Mail:
                                                  ---------------
         Bishop Powers, Ltd.                      AutoZone, Inc.
         c/o Bishop Capital Corporation           Real Estate Dept. 8340
         716 College View Drive                   P.O. Box 2198
         Riverton, WY 82501                       Memphis, TN  38101-2198
         Attn: Robert E. Thrailkill               Attn: Brad Denzin

         WITH A COPY TO:
         ---------------
         Flynn  McKenna Wright & Karsh, LLC
         111 South Tejon, Suite 202
         Colorado Springs, CO 80919
         Attn:  R. Tim McKenna



         ESCROW AGENT:                            If by Overnight Courier:
         -------------                            ------------------------
         First American Security Title Guaranty   AutoZone, Inc.
         5995 Greenwood Plaza Blvd., Suite 110    Real Estate Dept. 8340
         Greenwood Village, CO  80111             60 Madison Avenue - 10th Floor
         Attn: John Ellis                         Memphis, TN  38103
                                                  Attn: Brad Denzin

                                                                           10

<PAGE>


23.  OPTION TO CANCEL By written notice to Seller and Escrow Agent, and, unless
     terminated for any of the reasons provided in this Agreement, upon
     forfeiture of the Earnest Money, Purchaser may cancel this Agreement at any
     time for any reason during the term of this Agreement or during any
     extension of this Agreement. Said written notice shall release both
     Purchaser and Seller from this Agreement and neither shall have any further
     obligations under this Agreement.

24.  BROKERS Seller represents and warrants to Purchaser that, other than
     Highland Commercial Group, LLC, ("Broker"), no broker or finder has been
     engaged by Seller in connection with any of the transactions contemplated
     by this Agreement. Seller further represents and warrants that no person or
     entity, other than Broker, now claims or will claim any commission,
     finder's fee or other amounts by, through, under or as a result of any
     relationship with Seller because of such transactions. Seller agrees to pay
     Broker a commission equal to eight percent (8%) of the Purchase Price,
     which commission shall not be earned or payable until the occurrence of the
     Closing and Seller's receipt of the Purchase Price. In the event of a
     termination of this Agreement, Broker shall have no right to share in the
     Earnest Money Deposit if retained by Seller. Purchaser represents and
     warrants to Seller that no broker or finder has been engaged by Purchaser
     in connection with any of the transactions contemplated by this Agreement.
     Purchaser further represents that no person or entity, other than Broker,
     claims or will claim any commission, finder's fee or other amounts by,
     through, under or as a result of any relationship with Purchaser because of
     such transactions. Each party agrees to hold the other party harmless from
     and against any and all costs, expenses, claims, losses or damages,
     including reasonable attorneys' fees, resulting from any breach of the
     representations and warranties contained in this Section.

25.  PRIOR AGREEMENTS This Agreement supersedes any and all prior Agreements
     between the parties regarding the Property and is the entire agreement
     between the parties. This Agreement shall be binding upon and inure to the
     benefit of the parties hereto and their respective legal representatives,
     heirs, successors and assigns.

26.  ATTORNEY'S FEES In the event there is any litigation between the parties
     arising out of or in connection with this Agreement and/or the Property,
     then the prevailing party shall be entitled to receive, in addition to any
     other relief that may be awarded, an award of its court costs and
     attorney's fees as determined by the court hearing the litigation.

27. GENERAL PROVISIONS

          (A) Seller agrees not to alter or encumber, in any way, Seller's title
     to the Property after Seller's execution of this Agreement without the
     prior written consent of the Purchaser.

          (B) Seller's execution, delivery or performance of this Agreement is
     not prohibited by, and will not cause a default in any other agreement,

                                                                           11

<PAGE>

     covenant, document, or instrument applicable to the Property.

          (C) This Agreement shall not be strictly construed against Purchaser
     as the draft or writing of Purchaser or because of any presumption in
     connection with terms favorable to, or dictated by Purchaser.

          (D) This Agreement may be executed in counterpart originals, each of
     which shall have the effect of an original.

          (E) Time is of the essence of this Agreement.

          (F) This Agreement shall be governed by the internal laws of the State
     of Colorado without regard to and excluding the principles of conflicts of
     laws.



     The Purchaser agrees to purchase the Property upon and subject to the
terms, conditions and contingencies herein stated. The undersigned Purchaser
further agrees to save, defend, and hold Seller harmless against any claims,
conflicts, liens or disputes for brokerage commission that might arise out of
Seller's execution of this Agreement, and which are the result of Purchaser's
actions.

                                                                           12

<PAGE>


                                     PURCHASER: AutoZone, Inc., a
                                     Nevada corporation

                                     By:
                                         /s/ Wm. David Gilmore
                                         ---------------------
                                     Title:  Vice President

                                     By:
                                         /s/ Brett D. Easley
                                         -------------------
     DATE:  May 18, 2000             Title:  Senior Vice President
           --------------


          The Seller hereby agrees to sell said Property upon and subject to the
     terms, conditions and contingencies herein stated.

                                     SELLER: Bishop Powers, Ltd., a Colorado
                                     Limited Partnership

                                     By:
                                        /s/  Robert E. Thrailkill
                                        -------------------------
                                     Title:  President

                                     By:
                                        -------------------------

     DATE:May 23,2000                Title:
          -----------                      ----------------------


                               AGREEMENT OF BROKER


The undersigned, as Broker hereunder, acknowledges and agrees that Section 24 of
the foregoing Agreement correctly sets forth the understanding and agreement
between Broker, Seller and Purchaser relating to the payment of a commission
resulting from the sale of the Property.

BROKER:  Highland Commercial Group, LLC


By:
   /s/ James E. Spittler, Jr.
  ---------------------------

Its:     Member
    -------------------------

                                                                           13

<PAGE>



                                    EXHIBIT A
                                       To
                           Purchase and Sale Agreement

                               (Copy of Plat Map)

                                                                           14

<PAGE>


                                    EXHIBIT B
                                       To
                           Purchase and Sale Agreement

                           (Amendment to Declaration)

                                                                           15

<PAGE>

                                    EXHIBIT C
                                       To
                           Purchase and Sale Agreement

                (Boundary and Topographical Survey Requirements)

                                                                           16