Exhibit 10.11

                         AGREEMENT FOR THE PURCHASE AND
                         SALE OF COMMERCIAL REAL ESTATE

     THIS  AGREEMENT  FOR THE  PURCHASE  AND  SALE  OF  COMMERCIAL  REAL  ESTATE
("Agreement") is entered into as of January 27, 1998 ("Effective  Date") between
Bishop Powers, Ltd., a Colorado limited partnership ("Seller") and Grease Monkey
International, Inc., a Colorado corporation ("Purchaser"), upon the basis of the
following facts:

                                    RECITALS
                                    --------

     Seller is developer of the commercial retail shopping center commonly known
as the "The Crossing at Palmer Park  Center",  located in Colorado  Springs,  El
Paso County,  Colorado.  A portion of the Center has been  subdivided  into five
lots.  Purchaser  desires to purchase from Seller one of the subdivided lots, as
identified  below.  Purchaser  proposes  to use  the  Property  (as  hereinafter
defined) for a motor vehicle oil change and lubrication  facility  ("Purchaser's
Intended Use").

     Subject  to the  terms of this  Agreement,  Seller  has  agreed to sell the
"Property", as hereinafter described, to Purchaser.

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which the parties hereby acknowledge, the parties hereby agree as follows:

     SECTION 1. SALE OF PROPERTY.  Subject to the terms and conditions  provided
in this Agreement, Seller agrees to sell and Purchaser agrees to purchase all of
Seller's  right,  title and  interest in and to the real  property  described in
Exhibit A and incorporated herein by reference the "Property").

     SECTION 2. PURCHASE  PRICE.  The purchase  price to be paid by Purchaser to
Seller for the  property is  $258,026.00  (the  "Purchase  Price"),  adjusted as
provided  in  Section  3.2(c).  Purchaser  will  pay the  purchase  price in the
following manner:

     2.1 Earnest  Money  Deposit.  Purchaser has deposited the sum of $10,000.00
with Lawyers Title Insurance  Company,  555 East Pikes Peak, Suite 120, Colorado
Springs,  Colorado 80903 (the "Title Company") as earnest money and as a deposit
towards  payment of the  Purchase  Price  (together  with any  additions to such
deposit, herein the "Earnest Money Deposit"). The Earnest Money Deposit shall be
credited  against the Purchase Price at Closing (as defined below).  The Earnest
Money Deposit shall earn interest,  and any interest accrual shall belong to the
party entitled to the Earnest Money Deposit in accordance with this Agreement.

     2.2 Funds at Closing. At Closing, Purchaser shall pay to Seller the balance
of the Purchase Price, which balance shall be paid in immediately available good
funds.

     SECTION 3. TITLE MATTERS.

     3.1 Permitted Exceptions. Seller shall transfer and convey its right, title
and  interest in the  Property to  Purchaser,  subject  only to such  matters as
Purchaser  may waive or  consent to  pursuant  to  Section  3.3 (the  "Permitted
Exceptions").

     3.2 Title Documents.  On or before February 25, 1998,  Seller shall deliver
to Purchaser  at Seller's  expense the  following  title  evidence  covering the
Property (collectively, the "Title Documents"):

          (a)  Title  Commitment.  A  title  insurance  commitment  (the  "Title
Commitment")  issued by the Title Company  showing the status of record title to
the Property,  together with copies of all recorded documents referred to in the
Title  Commitment.  The Title  Commitment  must  commit  to insure  title to the
Property in Purchaser in the full amount of the Purchase Price,  subject only to
the Permitted  Exceptions.  The Title  Commitment shall further commit to delete
the standard printed exceptions. Seller shall, at its expense and promptly after
Closing,  cause the owner's policy of title  insurance to be issued to Purchaser
pursuant to the Title Commitment.

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          (b) Tax Certificate.  A certificate of taxes due covering the Property
prepared by the Treasurer of El Paso County, Colorado.

          (c)  Survey.  A land  survey  plat (as  defined in Section  38-51-102,
Colorado  Revised  Statutes) of the  Property,  prepared by a licensed  Colorado
surveyor,  which shall comply with ALTA 1992 Standards for an Urban Class survey
(the "Survey"). The Survey shall contain a legal description of the Property and
shall show the bearing and distances of all boundary lines of the Property,  all
improvements to the Property,  all easements and other title matters encumbering
or appurtenant to the Property,  any encroachments  onto or off of the Property,
the Federal flood zone designation and any other matters that would be disclosed
by an  accurate  survey of the  Property,  including  the square  footage of the
Property.  The Survey  shall also  contain  the  certification  of the  surveyor
sufficient  for  deletion  of the  standard  survey  exception  from  the  Title
Commitment. If the square footage of the Property as determined by the Survey is
different than 30,356 square feet, then the Purchase Price shall be increased or
decreased  at the rate of $8.50 per square  foot for every  square foot by which
the area of the Property exceeds or is less than 30,356 square feet.

     3.3  Defects  of  Title.  Purchaser  shall  have the right to object to any
defect of title which appears in the Title  Documents and which renders title to
the  Property   unmerchantable  or  which  makes  the  Property  unsuitable  for
Purchaser's  Intended  Use (a "defect of title").  Any  objection to a defect of
title  must be in  writing  and must be  received  by Seller  no later  than the
expiration of the  Inspection  Period (as defined in Section  4.2).  Purchaser's
failure to provide  Seller  with  written  notice of an  objection  to any title
matter  appearing in the Title Documents  within the Inspection  Period shall be
deemed to be a waiver by Purchaser of any objection it might otherwise have; and
all  such  title  matters  shall  become  additional   "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  Inspection
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,  provided,  however,
that  Purchaser  shall be deemed to have  approved and accepted any matters that
are shown on the Plat as described in Section  10.6. 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) 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 Title
Company  shall return the Earnest  Money  Deposit to Purchaser and neither party
shall have any further  obligation  hereunder.  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.

     SECTION 4. INSPECTION OF PROPERTY.

     4.1 Inspection Items. Seller has, prior to the Effective Date, delivered to
Purchaser an environmental assessment,  dated December 12, 1996, and prepared by
E-Quest  Corporation (the  "Environmental  Audit"),  together with copies of all
other  studies  or  reports  in  Seller's  possession  with  respect  to  soils,
engineering and environmental matters.

     4.2 Inspection Period. Purchaser shall have from the Effective Date through
April 27, 1998 (the "Inspection  Period"),  in which to determine whether or not
the Property is suitable for Purchaser's Intended Use, which determination shall
be in Purchaser's  sole  discretion.  At anytime  during the Inspection  Period,
Purchaser  shall  have the  right to  terminate  this  Agreement  and all of its
obligations  hereunder by providing  written notice to Seller of its election to


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terminate.  Upon  receipt  of such a  notice  of  termination  by  Seller,  this
Agreement  shall be  automatically  terminated  without further action by either
party. Upon termination,  the Title Company shall immediately return the Earnest
Money Deposit to Purchaser.

     4.3 Access to Property.  During the  Inspection  Period,  Purchaser and its
agents  and  representatives  shall  have  access to the  Property  to conduct a
physical  inspection  and to conduct such testing,  including  core drilling and
soils reports,  as Purchaser  deems  appropriate.  Until the Closing,  Purchaser
shall not  materially  alter the existing  condition of the Property.  Purchaser
hereby  indemnifies and holds Seller harmless from any and all losses,  costs or
expenses  (including lien and personal injury claims,  settlement and reasonable
attorneys' fees) which arise from such entry and work, and which may be asserted
against either Seller or the Property.

     SECTION 5. REPRESENTATIONS AND WARRANTIES.

     5.1 Seller's  Representations and Warranties.  As of the Effective Date and
as of the date of Closing,  Seller hereby  represents  and warrants to Purchaser
that:

          (a) Seller is the owner and has full  right,  power and  authority  to
sell,  convey and transfer  the Property to Buyer as provided in this  Agreement
and to carry out Seller's  obligations under this Agreement.  This Agreement and
all documents executed by Seller that are to be delivered prior to or at Closing
have been duly  authorized  and have been (or, when executed and delivered  will
be) duly  executed and  delivered by Seller and (or, when executed and delivered
will be) legal, valid and binding obligations of Seller.

          (b) The execution,  delivery,  and performance of this Agreement,  and
the consummation of the transaction  contemplated hereby, will not result in any
breach of or  constitute  any default  under or result in the  imposition of any
lien or  encumbrance  against any part of the  Property  under any  agreement or
other  instrument  to which  Seller is a party or by which Seller of any part of
the Property might be bound.

          (c) Seller is aware of the provisions of the Deficit  Reduction Act of
1984,  26  U.S.C.  Section  1445,  et seq.,  and the  Internal  Revenue  Service
regulations  implementing  said  Act  referring  to the  withholding  tax on the
disposition  of United  States real  property  interests by foreign  persons and
foreign  corporations,  and  Seller is not a foreign  person or  corporation  as
defined by said Act and regulations.

          (d) In the event any  claim is made by any  party for the  payment  of
sums due for the furnishing of labor, materials,  equipment or fuel to Seller or
to the Property at the request of Seller  prior to Closing,  or in the event any
lien is filed  against  the  Property  subsequent  to Closing as a result of the
furnishing of such materials, labor, equipment or fuel at the request of Seller,
Seller shall  immediately  cause said lien to be released of record or otherwise
satisfy  Buyer,  to  Buyer's  reasonable  satisfaction,  that  such lien will be
immediately released.

     5.2 Purchaser's  Representations  and Warranties.  As of the Effective Date
and as of the date of  Closing,  Purchaser  hereby  represents  and  warrants to
Seller that:

          (a) Neither the entering into of this  Agreement nor the  consummation
or the transaction  contemplated hereby will constitute a violation or breach by
Purchaser of any contract or other  instrument to which Purchaser is a party, or
to which it is  subject  or by which  any of its  assets  or  properties  may be
affected,  or of any judgment,  order, writ, injunction or decree issued against
or imposed upon it, or will result in a violation of any applicable  law, order,
rule or regulation of any governmental authority affecting Purchaser.

          (b) To the best of Purchaser's knowledge,  there is no action, suit or
proceeding   pending  or  threatened   against   Purchaser  which  would  affect
Purchaser's ability to enter into or consummate this Agreement.

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          SECTION 6. CONDITION OF PROPERTY; DISCLAIMER OF WARRANTIES.

          6.1 As Is. Except as  specifically  set forth in Sections 5, 10 and 16
of this Agreement:

          (a) Purchaser  acknowledges  and agrees that Seller has not made, does
not make and specifically negates and disclaims any representations, warranties,
promises,  covenants,   agreements  or  guaranties  of  any  kind  or  character
whatsoever,  whether  express or  implied,  oral or  written,  past,  present or
future, of, as to, concerning or with respect to (i) the value, nature,  quality
or condition of the Property, including, without limitation, the water, soil and
geology; (ii) the income to be derived from the Property;  (iii) the suitability
of the Property for any and all activities and uses which  Purchaser may conduct
thereon;   or,   (iv)   the   habitability,   merchantability,    marketability,
profitability  or fitness for a particular  purpose of the Property;  and Seller
specifically  disclaims  any  representations   regarding  compliance  with  any
environmental protection, pollution or land use laws, rules, regulations, orders
or  requirements,  including solid waste,  as defined by the U.S.  Environmental
Protection  Agency  regulations  at 40  C.F.R.,  Part 261,  or the  disposal  or
existence,  in or on the Property,  of asbestos or any hazardous  substance,  as
defined by the Comprehensive  Environmental  Response Compensation and Liability
Act of 1980, as amended, and regulations promulgated thereunder.

          (b) Purchaser  further  acknowledges and agrees that having been given
the opportunity to inspect the Property,  Purchaser is relying solely on its own
investigation  of the  Property  and not on any  information  provided  or to be
provided  by  Seller  or  Broker  other  than  information  referred  to in this
Agreement.

          (c) Purchaser  further  acknowledges  and agrees that any  information
provided  or to be  provided  by or on  behalf  of Seller  with  respect  to the
Property was obtained from a variety of sources and that Seller has not made any
independent  investigation  or  verification  of such  information  and makes no
representations as to the accuracy or completeness of such information.

          (d) Seller is not liable or bound in any manner by any oral or written
statements,  representations or information  pertaining to the Property,  or the
operation thereof, furnished by any real estate broker, agent, employee, servant
or other person.

          (e)  Purchaser  further  acknowledges  and agrees  that to the maximum
extent permitted by law, the sale of the Property as provided for herein is made
on an "AS IS" condition and basis with all faults.

 It is understood  and agreed that the Purchase Price has been adjusted by prior
 negotiation to reflect that all of the Property is sold by Seller and purchased
 by Purchaser subject to the foregoing.

     6.2  Radon.  The  Colorado  Department  of  Health  and the  United  States
Environmental  Protection  Agency  ("EPA")  have  detected  elevated  levels  of
naturally  occurring  radon in structures in the Colorado  Springs area. EPA has
raised  concerns  with  respect to adverse  effects on human health of long-term
exposure to high levels of radon. Purchaser may conduct radon tests to determine
the  possible  presence  of radon in the  Property  and may  conduct  such other
investigations  and consult  such  experts as  Purchaser  deems  appropriate  to
evaluate  radon  mitigation  measures  that can be  employed  in the  design and
construction of  improvements on the Property.  Purchaser shall rely solely upon
such  investigations  and consultations and acknowledges that Seller has made no
representation,  express or implied, concerning the presence or absence of radon
in the Property,  the  suitability of the Property for development or the design
or  construction  techniques,  if any,  that can be employed to reduce any radon
levels in improvements built on the Property; and Purchaser,  for itself and its
successors  and assigns,  releases  Seller from any  liability  whatsoever  with
respect to the foregoing matters.

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     SECTION 7. CONDITIONS PRECEDENT TO PURCHASE AND SALE.

     7.1 Conditions Precedent to Purchaser's Obligations.  The following matters
shall  constitute  absolute  conditions  precedent to Purchasers  obligations to
purchase the Property:

          (a) Sellers representations and warranties set forth in Section 5.1 of
this Agreement shall be true and correct as of the closing date.

     In the event that the  conditions  set forth above are not met or satisfied
on or before  Closing,  then Purchaser may either obtain a refund of the Earnest
Money Deposit,  following which neither party shall  thereafter have any further
liability  to the  other  hereunder,  or  Purchaser  may  waive in  writing  the
nonfulfillment  of any portion of these  conditions  and  purchase  the Property
pursuant  to the  terms and  provisions  hereof  without  any  reduction  in the
Purchase Price.

     7.2 Condition Precedent to Seller's Obligation. The following matters shall
constitute  absolute  conditions  precedent to Sellers  obligations  to sell the
Property:

          (a) Purchasers representations and warranties set forth in Section 5.2
of this Agreement shall be true and correct as of the closing date.

     In the event the  condition  set forth above is not met or  satisfied on or
before  Closing,  then Seller may  terminate  this  Agreement by giving  written
notice of  termination  to  Purchaser in which event the Earnest  Money  Deposit
shall be refunded to Purchaser  following  which neither party shall  thereafter
have any  further  liability  to the other  hereunder,  or  Seller  may waive in
writing  the  nonfulfillment  of the  condition  and  sell the  Property  to the
Purchaser pursuant to the terms and provisions hereof.

     SECTION 8. CLOSING. 

     8.1 Closing Date. The closing of the purchase and sale of the Property (the
"Closing")  shall occur on June 11, 1998. The Closing shall occur at the offices
of the Title Company.

     8.2  Purchaser's  Obligations  at  Closing.  In addition to delivery of the
balance of the  Purchase  Price as described in Section  2.2.,  Purchaser  shall
execute and deliver the following to Seller at Closing:

          (a) Such affidavits, instruments or agreements that may be required by
the Title Company in its issuance of the policy of title  insurance  pursuant to
the Title Commitment.

          (b) A statement which reflects the settlements and prorations provided
for in Section 9.

          (c) Such  other  documents  that  may be  necessary  to carry  out the
purposes of this Agreement.

     8.3 Seller's  Obligations at Closing.  Seller shall execute and deliver the
following to Purchaser at Closing:

          (a) A Special  Warranty  Deed  conveying  the  Property to  Purchaser,
subject only to the Permitted Exceptions.

          (b) A FIRPTA Affidavit.

          (c) Such affidavits, instruments or agreements that may be required by
the Title Company in its issuance of the policy of title  insurance  pursuant to
the Title Commitment.

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          (d) A statement which reflects the settlements and prorations provided
for in Section 9.

          (e) Such  other  documents  that  may be  necessary  to carry  out the
purposes of this Agreement.

     SECTION 9. SETTLEMENT AND PRORATIONS. The following items shall be prorated
or settled between Purchaser and Seller at Closing:

     9.1 Taxes and Assessments. Prior to Closing, Seller shall pay the amount of
any unpaid real and personal  property  taxes  allocable to the Property for tax
years prior to the year of Closing and any special  assessments for improvements
installed  prior to Closing.  If Seller  fails to pay the entire  amount of such
taxes and  assessments  by Closing,  Seller  shall be debited on its  settlement
sheets with the unpaid  amount of such taxes and  assessments  and any resulting
penalties.  Real property taxes and assessments for the Property for the year of
Closing,  payable in the following  calendar year, shall be apportioned  between
Seller and  Purchaser  as of the date of Closing.  Such  apportionment  shall be
computed  on the  basis of the most  recent  assessed  valuation  and mill  levy
information, and shall be final.

     9.2 Miscellaneous Closing Costs. Seller shall pay the costs associated with
providing  Purchaser with the title insurance  policy  described in Section 3.2.
All real estate  recording and  documentary  fees payable in connection with the
purchase  and  sale of the  Property  shall  be paid by  Purchaser.  Any fee for
closing  services  which is charged by the Title Company shall be shared equally
by  Seller  and  Purchaser.  Except  as  otherwise  expressly  provided  in this
Agreement,  Purchaser and Seller shall pay their own fees and expenses  incurred
in the preparation,  execution and performance of their  respective  obligations
under this Agreement.

     SECTION 10. APPROVALS, PLANNING, PLATTING AND DEVELOPMENT.

     10.1 Reserved.

     10.2 Reserved.

     10.3 Reserved.

     10.4 Reserved.

     10.5   Purchaser's   Development   Plan  and  Building   Plans.   Purchaser
acknowledges  that the City will require a development plan or development plans
("Purchaser's  Development  Plan") for the Property to be approved in accordance
with  applicable  zoning  laws  and  City  subdivision  ordinances  prior to the
issuance  of  any  building  permit  for  construction  of  improvements  on the
Property.  In  addition,  Purchaser  acknowledges  that in  accordance  with the
provisions  of the CC&R's  (as  hereinafter  defined  Section  11.1)  Seller has
certain approval rights,  including the right to approve development plans prior
to their  submission  to the City,  and the right to  approve  the plans for any
proposed  building  or  improvement  before  construction  is  started.   Before
submitting  any  Purchasers  Development  Plan  for the  Property  to the  City,
Purchaser shall submit  Purchaser's  Development  Plan to Seller for approval in
accordance with


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 the CC&R's. 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 Purchasers  Development
 Plan, and Seller will cooperate  with  Purchasers  efforts to obtain the City's
 approval of Purchasers Development Plan as approved by Seller.

     10.6 Reserved.

     10.7 Seller's Plat Responsibilities.  Contingent upon Closing, Seller shall
be  responsible  for  all  improvements,  fees  and  agreements  with  the  City
concerning  either   installation  of  improvements  or  provisions  for  public
facilities that were required pursuant to the City's approval of the subdivision
plat (the "Plat") affecting the Property. Purchaser shall be responsible for all
fees and  charges  payable in  connection  with  building  permits or  otherwise
payable with respect to the  property,  except for the specific  obligations  of
Seller identified in this Agreement.

     10.8 Utility  Service.  Seller shall be  responsible  for extending  water,
natural gas,  electric and sewer utility  lines from their current  locations to
the  Property  boundary,  for  repairing  streets  damaged  by such  extensions.
Purchaser  shall be  responsible  for  extending  such  utility  services to the
improvements  it  constructs  on the  Property  and for  paying  all  tap,  line
extension  and  other  City  imposed  charges  and fees in  connection  with the
extension of such utility services to the improvements.  Purchaser  acknowledges
that the City  installs all  electric  lines and that  Purchaser  will be solely
responsible for making  arrangements  with the City's Department of Utilities to
extend electric lines and to provide  electrical  service to meet the particular
needs of the improvements to be constructed on the Property. Purchaser will also
be responsible for obtaining  telephone and cable  television  lines and service
for the Property.  Purchaser acknowledges that the Plat will have to provide for
utility easements as required by the City.

     10.9  Streets.  Access to the  Property is provided  via public and private
streets  shown  on  the  Plat.   Purchaser  shall  be  solely   responsible  for
constructing  all driveways  within the boundaries of the Property and all curbs
and  sidewalks  on  or  adjacent  to  the  Property   required  by  governmental
authorities.

     10.10 Drainage.  Seller shall be responsible for installing,  or causing to
be  installed,  all  drainage  facilities  required  by the City  outside of the
Property that relate to  development  on the Property.  Purchaser will be solely
responsible for providing all drainage facilities required within the boundaries
of the  Property in  accordance  with the  Purchasers  Development  Plan and any
applicable drainage plans approved by the city.

     10.11 Park and Drainage Fees. Seller will hold Purchaser  harmless from all
requirements  and  obligations  to the City for park fees and drainage fees with
respect to the Property.

     10.12 Reserved.

     10.13  Cooperation.  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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     SECTION 11. THE COVENANTS FOR THE CENTER.

     11.1  Covenants.  There is  recorded,  at  Reception  No.  097066132 of the
records of El Paso County Colorado,  a Declaration of Covenants,  Conditions and
Restrictions  for The Crossing at Palmer Park Center ("the  CC&R's").  Purchaser
acknowledges receipt of a copy of the CC&R's.

     11.2 Other  Development.  Purchaser  acknowledges  that  Seller has made no
representations  or warranties to Purchaser  concerning  the  development of any
other property adjacent to or in the vicinity of the Property on which Purchaser
has relied.

     SECTION 12. Reserved.

     SECTION  13.  NAME  AND  LOGO.   Except  for   directional   and   location
identification purposes,  neither the name "The Crossing at Palmer Park Center,"
any derivatives  thereof, nor the logos associated with such name may be used in
any way in  connection  with the Property or any  promotion of it, unless Seller
has given its prior written approval to such use.

     SECTION 14.  CONDEMNATION.  If, between the Effective Date and Closing, any
portion  of the  Property  is taken in  condemnation,  Purchaser  shall have the
option to terminate this Agreement and its obligations hereunder.  The option to
terminate  contained in this  Section  must be  exercised  by written  notice to
Seller no later than ten (10)  business  days after  Purchaser  is  notified  by
Seller or others of the  condemnation,  if  Purchaser  exercises  its  option to
terminate in accordance  with this  Section,  the Title Company shall return the
Earnest  Money  Deposit to  Purchaser  and neither  party shall have any further
obligation hereunder.  If Purchaser does not exercise its option to terminate as
provided in this Section, the Agreement shall continue in full force and effect.
In such event,  the Purchase Price shall be paid by Purchaser at Closing without
reduction,  but Seller shall remit to Purchaser all awards received by Seller as
a result of the condemnation.

     SECTION 15.  DEFAULT AND REMEDIES.  In the event of default by either party
under this Agreement, Purchaser and Seller agree as follows:

     15.1 Default by Purchaser. If Purchaser shall default in the performance of
its obligations  hereunder,  Seller's sole and only remedy shall be to terminate
this Agreement and to retain the Earnest Money Deposit as liquidated damages.

     15.2 Default by Seller.  If Seller shall default in the  performance of its
obligations  hereunder,  Purchaser  shall have the right to either (a) terminate
this  Agreement  and to obtain the return of the Earnest Money  Deposit,  or (b)
enforce this  Agreement  through an action for specific  performance.  Purchaser
hereby  waives its right to  recover  damages  from  Seller,  including  without
limitation any loss of profits,  consequential damages,  punitive damages or any
other damages or losses suffered by Purchaser in connection with this Agreement.

     SECTION 16.  BROKERS.  Seller  represents  and warrants to Purchaser  that,
other than Highland  Commercial Group, LLC,  ("Seller's  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 ten percent  (10%) 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




                                        8


<PAGE>


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 other
than Hamilton Griggs Commercial  Properties,  Inc.  ("Purchaser's  Broker"),  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.

     SECTION 17. ASSIGNMENT. Buyer shall have the right, in its sole discretion,
to assign its rights  hereunder;  provided,  however  that  Buyer  shall  remain
obligated hereunder notwithstanding any such assignment.

     SECTION 18. MISCELLANEOUS. 

     18.1 Notices.  All notices required or permitted under this Agreement shall
be given by nationally  recognized  overnight courier,  for "next day" delivery,
with all delivery costs paid, or by hand delivery, directed as follows:
                                                      
     If intended for Seller, to:

         Bishop Powers, Ltd.                                                    
         c/o Bishop Capital Corporation                                         
         716 College View Drive
         Riverton, WY 82501
         Attn: Robert Thrailkill                                                
         Phone: (307) 856-3800

     If intended for Purchaser, to:
                                                                                
         Grease Monkey International, Inc.                                      
         16th Street, Suite 1100
         Denver, CO 80202
         Attn: Dana Klapper Cohen

     with a copy in each case to:

         Flynn McKenna Wright & Karsh, Ilc
         Plaza of the Rockies, Suite 202
         111 South Tejon
         Colorado Springs, Co 80903
         Attn: R. Tim McKenna

Any notice  delivered by overnight  carrier in  accordance  with this  paragraph
shall be deemed to have been duly given when delivered. Any notice which is hand
delivered  shall be effective upon receipt by the party to whom it is addressed.
Either party,  by notice given as above,  may change the address to which future
notices should be sent.

                                        9


<PAGE>


     18.2 Successors and Assigns. This Agreement shall be binding upon and shall
inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
executors, personal representatives, successors and permitted assigns.

     18.3 Entire Agreement. This Agreement,  together with the exhibits attached
hereto,  constitutes the entire agreement between Seller and Purchaser,  and may
not be modified in any manner except by an instrument in writing  signed by both
parties.

     18.4  Headings.  The  section and  subsection  headings  contained  in this
Agreement are inserted only for convenient reference and do not define, limit or
proscribe the scope of this Agreement or any exhibit attached hereto.

     18.5  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts which together shall constitute one and the same instrument.

     18.6 Unenforceable  Provisions.  If any provision of this Agreement, or the
application  thereof  to any  person  or  situation  shall  be held  invalid  or
unenforceable,  the remainder of this  Agreement,  and the  application  of such
provision to persons or situations  other than those to which it shall have been
held invalid of,  unenforceable,  shall continue to be valid and  enforceable to
the fullest extent permitted by law.

     18.7 Time of the  Essence.  Time is strictly of the essence with respect to
each and every term, condition,  obligation and provision of this Agreement, and
the  failure to timely  perform  any of the terms,  conditions,  obligations  or
provisions  hereunder by either party shall constitute a breach of and a default
under this  Agreement  by the party so failing to perform.  In  calculating  any
period of time provided for in this Agreement,  the number of days allowed shall
refer to calendar and not business days. If any day scheduled for performance of
any obligation  hereunder  shall occur on a weekend or holiday,  the time period
allowed and day for performance shall be continued to the next business day.

     18.8 Waivers.  No waiver by either party of any  provision  hereof shall be
effective  unless  in  writing  or shall be  deemed  to be a waiver of any other
provision hereof or of any subsequent  breach by either party of the same or any
other provision.

     18.9 Attorneys'  Fees and Costs. In the event of litigation  between Seller
and  Purchaser  arising  out of  the  enforcement  of or a  default  under  this
Agreement,  the  prevailing  party shall be entitled to judgment for court costs
and reasonable attorneys' fees in an amount to be determined by the court.

     18.10  Governing Law;  Construction  of Agreement.  This Agreement shall be
governed by and construed in accordance  with the laws of the State of Colorado.
Seller and Purchaser and their  respective  counsel have  reviewed,  revised and
approved this Agreement.  Accordingly,  the normal rule of construction that any
ambiguities are to be resolved  against the drafting party shall not be employed
in the interpretation of this Agreement or any amendments or exhibits hereto.

     18.11  Duration  of  Offer.  Purchaser  has  executed  and  submitted  this
Agreement  to Seller as an offer for  acceptance  by Seller to be  evidenced  by
Seller's  execution of this Agreement.  Purchaser's offer as represented by this
Agreement shall continue in effect only until February 6, 1998. If Purchaser has
not received a copy of this Agreement executed by Seller on or before that date,
Purchaser's  offer and this Agreement shall  immediately  terminate and shall no
longer be of any force or effect.

                                       10


<PAGE>



 This  Agreement  for the Purchase and Sale of  Commercial  Real Estate has been
 executed as of the date first written above.

 SELLER:

 Bishop Powers., Ltd.
 By: Bishop Capital Corporation, its general partner

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

 PURCHASER:

 Grease Monkey international, Inc.

 By:   /s/ Michael J. Brunetti
       ---------------------------
 Its:  Vice President Development
       ---------------------------
                                       11


<PAGE>



                               AGREEMENT OF BROKER

 The undersigned,  as Broker hereunder,  acknowledges and agrees that Section 16
 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
      --------------------------
 Its: Listing Agent
      --------------------------

 Hamilton Griggs Commmercial Properties, Inc.

 By:  /s/ Stephen C. Mason
      --------------------------
 Its: Broker
      --------------------------

                                       12


<PAGE>



                                    EXHIBIT A
                                       to
                         Agreement for the Purchase and
                         Sale of Commercial Real Estate

                          Legal Description of Property

Lot 3 in The Crossing at Palmer Park, in the City of Colorado  Springs,  El Paso
County, Colorado