Exhibit 10.22

                         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 October 23, 2002 ("Effective Date") between
Bishop Powers, Ltd., a Colorado limited partnership ("Seller") and Kim
Hopfenspirger and Rhonda Hopfenspirger (together, "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, and legally described on Exhibit A attached hereto and
incorporated herein by reference (the "Center"). A portion of the Center has
previously been subdivided. Purchaser desires to purchase from Seller an
unplatted portion of the Center. Attached hereto as Exhibit B is a map showing
the approximate configuration and location of the Property (as hereinafter
defined). Purchaser proposes to use the Property (as hereinafter defined) for a
1950's theme diner and family style restaurant ("Purchaser's Intended Use"), and
intends to develop the Property approximately as shown on the preliminary
development plan (the "Preliminary Plan") attached hereto as Exhibit C.

     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 approximately 50,000 square
feet of real property located approximately as depicted in Exhibit B and
incorporated herein by reference (the "Property"). On or before ten (10) days
after the Effective Date, Purchaser will notify Seller in writing (the
"Configuration Notice") of Purchaser's desired location of the North boundary of
the Property as determined by Purchaser to be sufficient for Purchaser's
Intended Use.The legal description of the Property shall be included in the
Survey described in Section 3.2(c). Prior to Closing, the Property will be
platted in accordance with Section 10, and will be conveyed to Purchaser by
platted legal description, which platted Property shall not be materially
different than that described in the Survey.

     SECTION 2. PURCHASE PRICE. The purchase price to be paid by Purchaser to
Seller for the Property is $625,000 (the "Purchase Price"), adjusted as provided
in Section 3.2(c). The Purchase Price will be paid by Purchaser in the following
manner:

     2.1 Earnest Money Deposit. Purchaser has deposited the sum of $10,000 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 at the highest available rate, 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.

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     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 Amended CC&R's
referred to in Section 11 hereinafter, and the matters shown on the Plat
referred to in Section 10.6 (the "Permitted Exceptions").

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

          (a) Title Commitment. On or before ten (10) days after the Effective
Date, 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 the name of the
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.

          (b) Tax Certificate. On or before ten (10) days after the Effective
Date, a certificate of taxes due covering the Property prepared by the Treasurer
of El Paso County, Colorado.

          (c) Survey. On or before ten (10) days after the Seller's receipt of
the Configuration Notice, a land survey plat (as defined in Section 38-51-102,
Colorado Revised Statutes) of the Property, prepared by a licensed Colorado
surveyor (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, the location of all
dedicated public rights-of-way adjacent 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, and shall be certified to Purchaser and Purchaser's
lender, if any. If the square footage of the Property as determined by the
Survey is different than 50,000 square feet, then the Purchase Price shall be
increased or decreased at the rate of $12.50 per square foot for every square
foot by which the area of the Property exceeds or is less than 50,000 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 except as otherwise specified, to (a) correct or cure the
defect of title, (b) with Purchaser's consent, 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.

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     SECTION 4. INSPECTION OF PROPERTY.

     4.1 Inspection Items. Seller shall, on or before ten (10) days after the
Effective Date, deliver to Purchaser copies of all information, studies or
reports in Seller's possession, custody or control with respect to soils,
engineering and environmental matters.

     4.2 Inspection Period. Purchaser shall have from the Effective Date through
sixty (60) days after the Effective Date, (the "Inspection Period"), in which to
determine whether or not the Property is suitable for Purchaser's Intended Use
(including compliance with applicable zoning, subdivision, building and other
governmental regulations), which determination shall be in Purchaser's sole
discretion. If Purchaser elects not to terminate this Agreement, then on or
before the last day of the Inspection Period, Purchaser shall so notify Seller
and the Title Company and shall deposit with the Title Company the sum of
$40,000.00 as an addition to the Earnest Money Deposit. Once Purchaser has
deposited the additional $40,000.00, the $10,000.00 initial Earnest Money
Deposit and the $40,000.00 additional deposit will be considered the "Earnest
Money Deposit" for all purposes under this Agreement, and shall become
"non-refundable", but applicable to the Purchase Price. As used herein,
"non-refundable" shall mean that Purchaser shall not be entitled to a refund of
any Earnest Money Deposit for any reason whatsoever, save and except (a)
Seller's default hereunder, (b) Seller's termination of this Agreement pursuant
to any of its rights under this Agreement, or (c) the City's failure to approve
the Purchaser's Development Plan, the Concept Plan or the Plat as provided for
in Section 7.1. In the event that Purchaser fails to give Seller such notice and
fails to make the additional Earnest Money Deposit on or before the last day of
the Inspection Period, this Agreement shall automatically terminate without
further action by either party. Upon termination, the title Company shall
immediately return to 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, and reasonable attorneys'
fees) which arise from such entry and work, and which may be asserted against
Seller, the Center 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, subject to the matters set forth in this
Agreement, 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 are (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 or 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) 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.

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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) To the best of Seller's actual knowledge without investigation,
there is no pending condemnation or similar proceeding affecting the Property or
any portion thereof.

For purposes of this subsection 5.1, "to the best of Seller's actual knowledge"
shall mean to the best of the knowledge of Robert E. Thrailkill and Sherry
Moore, who are the President and Secretary, respectively, of Bishop Capital
Corporation, the general partner of Seller.


     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.


     SECTION 6. CONDITION OF PROPERTY; DISCLAIMER OF WARRANTIES.

     6.1 As Is. Except as specifically set forth in Sections 5,10, 11 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.

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          (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.

     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 Purchaser's obligations to
purchase the Property:

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

          (b) The Seller has received all approvals contemplated by Section 10
of this Agreement.

          (c) Purchaser has received the approval from the City of Colorado
Springs ("City") of Purchaser's Development Plan and Seller has received the
approval from the City of the Concept Plan and Plat (as descried in Section 10).

          (d) The Plat referenced in Section 10.6 has been recorded.

     Purchaser shall act with due diligence in completing the conditions of this
Agreement. In the event that the conditions set forth above are not met or
satisfied on or before Closing, through no fault of Purchaser, 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 Seller's obligations to sell the
Property:

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

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          (b) The Seller has received all approvals contemplated by Section 10
of this Agreement.

          (c) The Plat referenced in Section 10.6 has been recorded.

     Seller shall act with due diligence in completing the conditions of this
Agreement. In the event the conditions set forth above is not met or satisfied
on or before Closing, through no fault of Seller, 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 ten (10) business days following notice to Purchaser from
Seller that the City has approved the last of the following to be approved by
the city: Concept Plan, the Plat and Purchaser's Development Plan (the "City
Approvals"); provided that the Plat has been duly signed and recorded by
Closing, provided further, however, that if Closing has not occurred within 210
days after the Effective Date, and neither party is in default of its
obligations hereunder, this Contract shall terminate and the Title Company shall
return the Earnest Money Deposit to Purchaser. 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.

          (d) The Escrow 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 as
tenants in common (Kim-75%; Rhonda-25%), or in such other ownership designation
desired by 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.

          (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.

          (f) The Escrow Agreement.

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

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     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 all installments of any special
assessments due in years prior to the year of 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 installments
for 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 Seller's Development Obligations - Generally. The Seller shall be
responsible for subdividing and platting the Property and for the Off Site and
On Site Development Work (as hereinafter defined).

     10.2 Timing of Seller's Development Obligations.

          (a) Platting and Concept Plan. On or before sixty (60) days after the
Effective Date, Seller shall complete and submit to the City for its approval
the Concept Plan and the Plat (as hereinafter defined) of the Property. Seller
shall use its reasonable efforts to obtain the City's approval of the Concept
Plan and the Plat.

          (b) Development Work. It is anticipated that the Development Work will
be completed following Closing. In the event the On Site Development Work has
not been completed at Closing, and to assure the Purchaser that the On Site
Development Work will be completed within ninety (90) days following the
Closing, the parties have agreed that at Closing, and out of the net proceeds
payable to Seller, Seller will place in an escrow an amount equal to one hundred
ten percent (110%) of the hard and soft cost of the On Site Development Work, as
determined by firm bids from contractors. The terms of the escrow agreement (the
"Completion Escrow") between Seller and Purchaser shall be substantially as set
forth in the Escrow Agreement ("Escrow Agreement") attached hereto as Exhibit D.
The date to be inserted in Paragraph 3 of Exhibit D, shall be ninety (90) days
after the date of Closing.

          (c) Mechanics Lien Claims. In performing the Development Work, Seller
will keep the Property free and clear of all liens and claims of liens by
contractors, subcontractors, mechanics, laborers, materialmen, and other such
persons ("Mechanics Lien Claims"), and will cause any recorded statement of any
such lien to be released of record within 30 days after the recording thereof.
The Title Insurance Policy issued to Purchaser pursuant to Section 3.2 (a) shall
contain affirmative coverage against Mechanics Lien Claims asserted against the
Property as a consequence of Seller's activities with respect to the Development
Work.

     10.3 Off Site Development Work. For purposes of this Agreement, "Off Site
Development Work" shall mean all of the development work to be performed off the
Property and required to be completed by the City as a condition of the City's
approval of the Concept Plan and the Plat. In accordance with the City's

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procedures, the parties acknowledge that the City, as a condition of the
approval of the Concept Plan and the Plat, may require Seller agree to complete
the Off Site Development Work, and to post with the City a letter of credit
("Letter of Credit") to assure the City of the completion of the certain of the
Off Site Development Work, or to create an escrow (the "City Escrow") to do so.
In the event that the City does not require a Letter of Credit or the City
Escrow to ensure the timely completion of the Off Site Development Work, the
Seller shall deposit an amount equal to 110% of the cost to complete any Off
Site Development Work not completed prior to Closing into the Completion Escrow,
provided, however, that the time for Seller to complete the Off Site Development
Work shall be four (4) months following Closing. At no time shall Seller be
obligated to post letters of credit or escrow funds for the Development Work in
excess of 110% of the cost of the Development Work.

     10.4 On Site Development Work. For purposes of this Agreement, "On Site
Development Work" shall mean all of the development work on the Property
required to be completed by the City as a condition of the City's approval of
the Concept Plan and the Plat, and the following:

          (a) Rough grading of the Property in accordance with the City approved
grading plan (the "Grading Plan").

          (b) Stubbing all utilities to a boundary of the Property pursuant to
City Utility Department specifications.

     10.5 Purchaser's Development Plan. 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. On or before sixty (60) days after
the Effective Date, Purchaser shall complete and submit to the City for its
approval, Purchaser's Development Plan for the Property. Purchaser acknowledges
that in accordance with the provisions of the CC&R's (as hereinafter defined),
Seller will have certain approval rights, including the right to approve
development plans prior to their submission to the City. Before submitting any
Purchaser's Development Plan for the Property to the City, Purchaser shall
submit Purchaser's Development Plan to Seller for approval in accordance with
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 Purchaser's Development Plan,
and Seller will cooperate with Purchaser's efforts to obtain the City's approval
of Purchaser's Development Plan and any conditional use request which have been
approved by Seller.

     10.6 Concept Plan and Platting. Purchaser acknowledges that the Property
must be platted and that governmental authorities will require a concept plan
("Concept Plan"), showing the proposed development within the Center, and a plat
("Plat") of the Property, to be approved in accordance with applicable zoning
laws and City subdivision ordinances. The Concept Plan must be approved by the
City, and the Plat recorded, prior to the issuance of any building permit for
construction of improvements on the Property. Purchaser acknowledges that the
Plat will have to provide for landscaping, utility and drainage easements as
required by the City. Seller shall be responsible for obtaining the City's
approval of the Concept Plan and Plat.

     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 are required pursuant to approval and recording of 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 to a public or private street or
easement adjacent to, or a boundary of, the Property, and for installation of
fire hydrants in the Center in accordance with applicable local laws, including
building regulations and fire codes. The size or capacity of the utility lines
shall be not less than the following:

                                                                               8

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         Utility                       Size or Capacity
         -------                       ----------------

         Water Main                    eight inch (8")
         Electrical Service            1000 amp 208 or 480 V three phase service
         Sanitary Sewer                four inch (4")
         Natural Gas                   two inch (2")

Purchaser shall be responsible for extending such utility services and telephone
and cable television lines and service, 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 acknowledges that the Plat will have to
provide for utility easements as required by the City.

     10.9 Streets. Access to the Property will be provided via public and
private streets. Seller shall be responsible for constructing all private and
public access roads within the Center. Purchaser shall be solely responsible for
constructing all driveways within the boundaries of Purchaser's Property and all
curbs and sidewalks on or adjacent to the Property required by governmental
authorities, except those which are the Seller's responsibility pursuant to this
Agreement.

     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 Purchaser's Development Plan, the Plat
and any applicable drainage plans approved by the City. Purchaser acknowledges
the Plat will have to provide for drainage easements as required 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 that are required to be paid in conjunction with the
filing and approval of the Plat under ordinances in effect at the time of this
Agreement.

     10.12 Purchaser's Approval Rights. Seller shall, at its expense, prepare
and deliver to Purchaser, by not later than twenty (20) days after the Effective
Date, the following:

           (a) The Grading Plan;

           (b) The proposed Concept Plan;

           (c) The proposed Plat;

           (d) The CC&R Amendment (as defined in Section 11.1).

Purchaser shall have fourteen (14) days after it receives any of the foregoing
to approve or disapprove the same by giving written notice to Seller, and if it
disapproves (a "Disapproval"), stating specifically the reasons therefor. In the
event Purchaser does not give such notice within the time period allowed, it
shall conclusively be deemed to have given its approval. If Seller receives
timely written notice from Purchaser of a Disapproval, Seller shall have the
right, in its sole discretion, to (a) correct or cure the Disapproval, or (b)
notify Purchaser that Seller does not intend to cure the Disapproval. If Seller
is unable or unwilling to cure the Disapproval, Purchaser shall have the right
to either (a) terminate this Agreement and its obligations hereunder, or (b)
waive its Disapproval. If Purchaser elects to terminate this Agreement, the

                                                                               9

<PAGE>


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 Disapproval, the matter objected to shall thereafter be considered approved.

     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.


     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, a First Amendment at
Reception No. 098098869, a Second Amendment at Reception No. 200005986, and a
Third Amendment at Reception No. 201016562 (collectively, the "CC&R's"). On or
before the date set forth in Section 10.12, Seller shall deliver to Purchaser at
Seller's expense, an amendment (the "CC&R Amendment") to the CC&R's which Seller
intends to place on the Property. Purchaser acknowledges that the Property will
be conveyed subject to the CC&R's, as amended by the CC&R Amendment (the
"Amended CC&R's"). In addition to other matters, the Amended CC&R's shall:

          (a) Incorporate, as part of the property covered thereunder, the
Property.

          (b) Provide that any private roadways shall be governed by the Amended
CC&R's and each property owner within the Center shall pay it's proportionate
share of expenses which shall be allocated among those property owners owning
platted lots within any phase of the development that has been incorporated in
the Amended CC&R's currently being served by the roads and services.

          (c) Contain provisions allowing the Seller to "phase" the development
of the property within the Center.

          (d) Contain provisions allowing the Seller to approve all plans and
specifications for any improvements to be constructed on any property within the
Center, and development plan for or plat of any property within the Center.

          (e) Contain a prohibition that, for so long as the Property is
utilized primarily for a 50's theme, full-service, family-style, sit-down
restaurant serving breakfast, no other portion of the Center shall be used
primarily for (i) a full-service, family-style, sit-down, restaurant serving
breakfast, or (ii) a 50's theme restaurant: provided, however, that such
restriction shall not prevent other property in the Center from being used
primarily for the conduct of restaurant operations that are different than those
described above such as, by way of example and not limitation, restaurants that
offer liquor services, emphasize other than breakfast menus, or are open
primarily for dinner or evening meals. Examples of restaurant operations that
would be prohibited by the foregoing restriction are Johnny Rocket, Rosie's,
Ruby's, Denny's, Village Inn, IHOP, COCO's, and Perkins. Examples of the types
of restaurant not falling with in the above restriction are Texas Steakhouse,
TGI Friday's, Chicago's, Applebee's, Outback, Macaroni Grill and any "fast food"
establishment such as McDonald's , Wendy's, Burger King, Carl's Jr., and Taco
Bell.

Purchaser shall have the right to approve the CC&R Amendment in accordance with
the procedures set forth in Section 10.12.

                                                                              10

<PAGE>


     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. POSSESSION. Possession of the Property shall be delivered to
Purchaser at Closing, subject to Seller's right of access to the Property to
perform its On and Off Site Development Work and other obligations pursuant to
the terms of this Agreement.

     SECTION 13. NAME AND LOGO. Except for directional and location
identification purposes, neither the name "The Crossings 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 in
writing 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 and damages.
Purchaser and Seller hereby agree that if Purchaser elects to recover damages
from Seller, Purchaser's damages shall not exceed $50,000, and Purchaser hereby
waives its right to recover damages from Seller in excess of such amount,
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 ("Broker"), who is acting as a
transactional broker with respect to the sale contemplated by this Agreement, no
other 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

                                                                              11

<PAGE>


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. Purchaser shall not have the right to assign all or
any part of its interest or rights under this Agreement without the prior
written consent of Seller, except for an assignment to an affiliate or a buyer
of all or substantially all of the Gunther Toody's restaurant business owned by
Purchaser. For purposes hereof, "affiliate" means any person or entity which
controls, is controlled by, or is under common control with, the Purchaser. A
person or entity shall be deemed to have control of another person or entity if
such person or entity directly or indirectly or acting in concert with one or
more persons and/or entities, or through one or more subsidiaries, owns,
controls or holds with power to vote more than 15 percent of the voting shares
or rights of such other entity, or controls in any manner the election or
appointment of a majority of the directors, trustees or managers of another
entity, or is the general partner in or has contributed more than 25 percent of
the capital of such other entity.

     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:

                           Kim & Rhonda Hopfenspirger
                           c/o Gunther Toodys
                           5310 Ward Road, Suite 108
                           Arvada, CO 80002
                           Phone:  (303) 425-1951
                           Fax:     (303) 425-2982

                  with a copy in each case to:
                           Flynn McKenna Wright & Karsh, llc
                           Plaza of the Rockies, Suite 202
                           111 South Tejon
                           Colorado Springs, Co 80903
                           Attn:  R. Tim McKenna

                  And with a copy in each case to:
                           Barton L. Enoch, Esq.
                           2 North Cascade Ave,. Ste. 1080
                           Colorado Springs, Co 80903

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.

                                                                              12

<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 or 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 Survival. Whether or not expressly stated to survive, all
representations and warranties, indemnities, covenants, and other agreements
made by either party in this Agreement, and all provisions of this Agreement
which contemplate performance after Closing, shall survive Closing and delivery
and recordation of the Deed, provided, however, that the provisions of Sections
5.1 and 5.2 shall survive Closing only for the period of one year.

     18.9 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.

     18.10 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.

     18.11 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.

     18.12 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 October 24, 2002. 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.

                                                                              13

<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
                                        -----------------------------
                                              Robert E. Thrailkill

                                    Its:      President
                                        -----------------------------


                           PURCHASER:

                                    /s/  Kim Hopfenspirger
                                    ---------------------------------
                                         Kim Hopfenspirger


                                    /s/  Rhonda Hopfenspirger
                                    ---------------------------------
                                         Rhonda Hopfenspirger

                                                                              14

<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
              -------------------------------
                     James E. Spittler

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

                                                                              15

<PAGE>


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

                         Legal Description of the Center

                                                                              16

<PAGE>


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

                                 Map of Property

                                                                              17


<PAGE>


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

                         (Preliminary Plan for Property)

                                                                              18

<PAGE>


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


                                ESCROW AGREEMENT



     THIS ESCROW AGREEMENT is executed this 29th day of April, 2003, by and
among Bishop Powers, Ltd., a Colorado limited partnership ("Seller"), Kim
Hopfenspirger and Rhonda Hopfenspirger ("Purchaser") and Lawyers Title Insurance
Company ("Escrow Agent").

                                    RECITALS


     A. Purchaser and Seller entered into a certain Agreement for the Purchase
and Sale of Commercial Real Estate dated October 23, 2002 (the "Contract"),
whereby Seller agreed to sell to Purchaser, and Purchaser agreed to buy, certain
real property located in El Paso County, Colorado, as more particularly
described on Exhibit A attached hereto (the "Property").

     B. As partial consideration for Purchaser's purchase of the Property,
Seller agreed to share in Purchaser's costs of removing and compacting fill on
the site ("Fill Costs") and to pay for the cost of the City relocating an
electric vault ("Vault Costs").

     C. To ensure that funds are available to satisfy the Seller's obligations
for Fill Costs and Vault Costs, Seller has agreed to deposit with Escrow Agent,
pursuant to the terms of this Escrow Agreement, the sum of $19,218.55 (the
"Funds").

     D. The Closing shall be completed today, and the Escrow Agent shall hold
the Funds to disburse the Funds post-closing pursuant to the terms of this
Escrow Agreement.

     NOW THEREFORE, in consideration for their mutual covenants herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Closing; The Account. The Closing shall be completed forthwith and
immediately thereafter Escrow Agent shall deposit the Funds in an interest
bearing account at a federally chartered financial institution, the deposits of
which are insured by the Federal Deposit Insurance Corporation, which should be
designated as "Lawyers Title Insurance Company on behalf of Bishop Powers, Ltd."
(the "Account"). Interest accruing on the Account shall retained in the Account
until disbursed in accordance with this Escrow Agreement.

     2. Disbursements to Seller. The parties acknowledge that disbursements from
the Account to Seller shall be made as follows:

          a. Fill Costs. Upon Purchaser certifying to Seller and Escrow Agent
that the fill work described in Recital B above is complete and certifying the
cost of such work with copies of paid receipts, Escrow Agent will disburse to
Purchaser one-half of such costs, up to a maximum of $15,000.

          a. Vault Costs. Upon Purchaser providing Seller and Escrow Agent with
a copy of a signed agreement between Purchaser and Colorado Springs Utilities
for relocation of the electric vault as described in Recital B above, Escrow
Agent will disburse $4,218.55 to Purchaser.

          c. Remaining Funds. Upon the disbursements in (a) and (b) above being
made, any funds remaining will be returned to Seller, and this Escrow will
terminate.

     3. Amendments. No changes or modifications shall be effected in the terms
of this Escrow Agreement except by written instrument signed by Seller and
Purchaser. Escrow Agent shall not be obligated to honor or act upon any
communications or notices received from Seller or Purchaser unless such
communications are in writing.

                                                                              19

<PAGE>


     4. Governing Law. This Escrow Agreement shall be construed and interpreted
in accordance with the laws of the State of Colorado.

     5. Escrow Protection. If, at any time, Escrow Agent shall be uncertain as
to any performance required of Escrow Agent hereunder, Escrow Agent shall
attempt to obtain the written understanding of Seller and Purchaser as to such
performance. If Escrow Agent is unable to obtain such understanding, it may
bring an interpleader or declaratory judgment action in the District Court of El
Paso County to resolve the questions as to which it is uncertain. Seller and
Purchaser hereby agree for themselves to the jurisdiction of the District Court
of El Paso County, for the purposes of such an action.

     6. Indemnification. Purchaser and Seller shall defend, indemnify and hold
Escrow Agent harmless from and against all claims brought against Escrow Agent
as a consequence of its actions hereunder, provided that Escrow Agent has acted
in good faith and in compliance with the terms of this Escrow Agreement. The
indemnification includes reasonable attorneys' fees, together with all
additional costs incurred by Escrow Agent in defending against any such claim.

     7. Notices. All notices required or permitted to be given or delivered
hereunder shall be in writing and be hand delivered or sent by a nationally
recognized overnight courier for "next day" delivery, with all delivery costs
paid, addressed to the party intended at its address as set forth in the Escrow
Agreement or such other address as it may designate by notice given to the other
party in the manner aforesaid. All such notices shall be deemed to have been
given and delivered when hand delivered, or when delivered by Federal Express,
UPS, Airborne or any other overnight delivery service. Copies of any notice
given to any party shall also be given to each other party.

     IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on the
date first set forth above.

                                            SELLER:

                                            BISHOP POWERS, LTD., a Colorado
                                            limited partnership,
                                            716 College View Drive
                                            Riverton, WY 82501


                                            By:  BISHOP CAPITAL CORPORATION,
                                                 a Wyoming corporation, its
                                                 General  Partner,


                                            By:  /s/  Sherry L. Moore
                                               --------------------------------
                                            Name:     Sherry L Moore
                                                 ------------------------------
                                            Title:    Secretary
                                                  -----------------------------



                                            PURCHASER:


                                            /s/  Kim Hopfenspirger
                                            -----------------------------------
                                            KIM HOPFENSPIRGER
                                            c/o Gunther Toodys
                                            5310 Ward Road, Suite 108
                                            Arvada, Colorado 80002


                                            /s/  Rhonda Hopfenspirger
                                            -----------------------------------
                                            RHONDA HOPFENSPIRGER
                                            c/o Gunther Toodys
                                            5310 Ward Road, Suite 108
                                            Arvada, Colorado 80002





                                            LAWYERS TITLE INSURANCE CORPORATION
                                            555 East Pikes Peak Avenue, Suite
                                            120 Colorado Springs, CO 80903


                                            By:  /s/  Dixie Powers
                                               --------------------------------
                                            Name:     Dixie Powers
                                            Title:    Escrow Officer

                                                                              20

<PAGE>


                                    EXHIBIT A
                                       to
                                Escrow Agreement


                                LEGAL DESCRIPTION



   Lot 1, The Crossing at Palmer Park Filing No. 4, City of Colorado Springs,
   El Paso County, Colorado

                                                                              21

<PAGE>


                                    EXHIBIT B
                                       to
                                Escrow Agreement


                              ON SITE IMPROVEMENTS

                                                                              22