Exhibit 10.18

                 EMPLOYMENT TERMINATION AND SETTLEMENT AGREEMENT


          This Employment Termination and Settlement Agreement ("Settlement
     Agreement"), made the 9th day of August, 1999, is entered by and between
     Bishop Capital Corporation, a Wyoming corporation ("Bishop") and Robert J.
     Thrailkill ("R. J. Thrailkill" or "Executive").

                                    RECITALS

          WHERAS, Metro Capital Corporation, a Wyoming corporation ("Metro"),
     Bishop, a wholly-owned subsidiary of Metro, and R. J. Thrailkill entered an
     Employment Agreement dated December 8, 1995 (the "Management Agreement") in
     which, among other things, Metro and Bishop agreed to employ R. J.
     Thrailkill as Vice President - Operations of Bishop.

          WHEREAS, Metro effected a distribution of Bishop's common stock and is
     no longer a party to the Management Agreement;

          WHEREAS, Bishop no longer requires the services of the Executive and
     desires to terminate the Agreement;

          WHEREAS, Bishop and the Executive hereto desire to fully and
     completely settle, compromise and dispose of all claims which could have
     been asserted based on the Employment Agreement and otherwise; and

          WHEREAS, Bishop agrees to pay to the Executive the consideration
     described below in settlement of all disputes and claims which could have
     been made due to or arising out of the Employment Agreement and Executive's
     employment.

          NOW, THEREFORE, in consideration of the promises and agreements of all
     parties, and for other good and valuable consideration, the receipt and
     sufficiency of which is hereby acknowledged by all parties, the parties
     agree as follows:

     1.   Mutual General Releases.
          ------------------------

          1.1 In consideration of the promises and undertakings contained in
     this Settlement Agreement, Bishop for itself and for each its subsidiaries,
     divisions, predecessors, successors, assigns, employees, insurers,
     directors, officers, shareholders, agents, attorneys, representatives,
     owners, managers, contractors and their employees, contractors,
     subcontractors and their employees, does hereby forever generally,
     completely and absolutely release and discharge the Executive of and from
     any and all claims, demands, actions, choices in action, obligations,
     liabilities and damages of every kind and nature whatsoever, in law or
     equity, whether as of this date known or unknown, asserted or unasserted,

                                       1

<PAGE>

     which any such person or entity may now have or may claim to have in the
     future, due to, arising from, or based in whole or in part upon, any act,
     omission, event, transaction, matter or thing involved, alleged or referred
     to, or arising directly or indirectly from or in connection with, any of
     the past transactions, agreements, understandings, associations,
     relationships and/or courses of dealings between Bishop and the Executive.

          1.2 In consideration of the promises and undertakings contained in
     this Settlement Agreement, the Executive does hereby forever generally,
     completely and absolutely release and discharge Bishop and each of its
     subsidiaries, divisions, predecessors, successors, assigns, employees,
     insurers, directors, officers, shareholders, agents, attorneys,
     representatives, owners, managers, contractors and their employees,
     contractors, subcontractors and their employees, of and from any and all
     claims, demands, actions, choices in action, obligations, liabilities and
     damages of every kind and nature whatsoever, in law or in equity, whether
     as of this date known or unknown, asserted or unasserted, which any such
     person or entity may now have or may claim to have in the future, due to,
     arising from, or based in whole or in part upon, any act, omission, event,
     transaction, matter or thing involved, alleged or referred to, or arising
     directly or indirectly from or in connection with, any of the past
     transactions, agreements, understandings, associations, relationships
     and/or courses of dealings between Bishop and the Executive.

          1.3 The parties agree that the foregoing provisions of release are
     contractual and are not mere recitals.

          2. Covenants and Agreements.
             -------------------------

          2.1 Upon execution of this Settlement Agreement, Bishop agrees to pay
     the Executive an amount equal to the product of the Executive's annual
     salary in effect at the time of Notice of Termination, multiplied by two,
     and payable in equal monthly installments over a 24 month period from the
     Date of Termination.

          2.2 Upon execution of this Settlement Agreement, if the Executive
     elects his right under COBRA to continue coverage under Bishop's group
     health plan, Bishop agrees to pay for the Executive's COBRA for a period of
     one year.

          2.3 Upon execution of this Agreement, Bishop agrees to transfer title
     to the 1996 Chevrolet Suburban which Executive has been using.

          3. Additional Representations and Warranties.
             -----------------------------------------

          3.1 Each party hereto represents and warrants that no promise or
     inducement has been given to it other than such promises and inducements
     that are set forth herein and that, in executing this Settlement Agreement,
     it is not relying upon any statement, representation or commitment of any
     kind not stated herein, and is relying only upon the statements,
     representations and warranties set forth herein and upon its own,
     respective, independent investigation, judgment and the advice of its own,
     respective legal counsel.

                                       2

<PAGE>


     4.   Other Provisions.
          -----------------

          4.1 This Settlement Agreement is the entire agreement between and
     among the parties hereto and no modification hereof shall be effective
     unless in writing and signed by the party against whom or which it is
     sought to be enforced. This Settlement Agreement supersedes all prior
     understandings, negotiations and agreements between and among the parties
     to the extent they are inconsistent with this Settlement Agreement.

          4.2 The parties acknowledge that each bears co-extensive and identical
     responsibility for the language and for any ambiguity or alleged ambiguity
     contained herein. Any ambiguity will not be construed in favor of or
     against either party.

          4.3 This Settlement Agreement may be executed in one or more
     counterparts, each of which shall be deemed to be an original, but all of
     which together will constitute one and the same instrument.

          4.4 In the event any provision of this Settlement Agreement is deemed
     unenforceable for any reason whatsoever or is deemed unenforceable as
     against any person or entity for any reason whatsoever, then the remainder
     of this Settlement Agreement shall be enforced as against all other parties
     and entities, in whole or in part, as permitted by applicable law.

          4.5 This Settlement Agreement shall be governed by the laws of the
     State of Wyoming.

          4.6 Any controversy or claim arising out of or related to this
     Settlement Agreement or the breach thereof shall be settled by arbitration,
     in accordance with the rules then existing of the American Arbitration
     Association and judgment upon the award may be entered in any court having
     jurisdiction thereof.

          4.7 This Settlement Agreement shall be binding upon and shall inure to
     the benefit of all successors, assigns, subsidiaries, divisions,
     affiliates, attorneys, agents, representatives, employees, directors,
     officers and shareholders of each party hereto.

          4.8 Each of the parties hereto acknowledges that the consideration
     that it has given or received hereunder is sufficient consideration for the
     covenants, undertakings, forebearances and promises contained herein. Each
     party agrees that this Settlement Agreement has been negotiated in good
     faith, at arm's length, and with advice of counsel.

          4.9 It is expressly understood and agreed that the acceptance of the
     above-mentioned consideration is in full accord and satisfaction of the
     disputed claims which could have been asserted by the parties in a civil
     court action. The payment of such consideration is not to be construed in
     any way as an admission of liability on the part of either party.

          4.10 Should any Party employ attorneys to enforce against another
     Party hereto any provision hereof or to protect its interest or recover

                                       3

<PAGE>

     damages from the other Party hereto for breach of this Agreement, the
     non-prevailing Party in any action or part thereof agrees to pay the
     prevailing Party all reasonable costs, damages and expenses including
     attorneys' fees expended or incurred in connection herewith.

          4.11 Bishop and the Executive agree that they shall execute such
     further documents and enter into such further agreements and deliver such
     documents and supply such information that shall be necessary or
     appropriate or convenient to accomplish the purposes of this Settlement
     Agreement without any other compensation or consideration paid thereto.

          4.12 Bishop and the Executive respectively represent and warrant that
     they have not heretofore assigned or transferred, or attempted to assign or
     transfer, to any person, firm, corporation or other entity any of the
     claims which are intended to be released and discharged pursuant to this
     Settlement Agreement.

          4.13 Bishop and the Executive expressly understand and agree that the
     consideration paid hereunder is for the settlement and release of all
     claims and allegations which could have been made as a result of disputes
     under the Management Agreement and that each party has consulted and been
     advised by its counsel that there may be claims that are unknown which each
     party is agreeing to forego by signing this Settlement Agreement.

          IN WITNESS WHEREOF, the parties have executed this Settlement
     Agreement on the dates set forth below in their respective acknowledgments
     intending that this Settlement Agreement be effective as of the date first
     written above.


Date:   August 9, 1999             BISHOP CAPITAL CORPORATION

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


Date:   August 9, 1999                  /s/  Robert J. Thrailkill
                                        -------------------------
                                        Robert J. Thrailkill