Exhibit 10.12

                         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 March 20, 1998  ("Effective  Date") between
Bishop Powers, Ltd., a Colorado limited partnership  ("Seller") and PCRO Limited
Liability Company, a Colorado limited liability company ("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.  A portion of the Center has been  subdivided
into five lots  ("Phase  I").  Purchaser  desires  to  purchase  from  Seller an
unplatted portion of the Center, together with a portion of an adjacent piece of
real  property  owned by  Seller,  but not  currently  included  in 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 Tire World sales facility  ("Purchasers
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
Sellers right,  title and interest in and to the real property  approximately as
depicted in Exhibit B and incorporated herein by reference (the "Property"). 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.

     SECTION 2. PURCHASE  PRICE.  The purchase  price to be paid by Purchaser to
Seller for the Property is  $300,000.00  (the  "Purchase  Price").  The Purchase
Price will be paid by Purchaser in the following manner:

     2.1 Earnest  Money  Deposit.  Purchaser  has deposited the sum of $5,000.00
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  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.

     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


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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.  On or before March 27, 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.

          (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,   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 Purchasers lender.

     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
Purchasers  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).  Purchasers
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

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E-Quest  Corporation (the  "Environmental  Audit"),  together with copies of all
other  studies  or  reports  in  Sellers   possession  with  respect  to  soils,
engineering and environmental matters.

     4.2 Inspection Period. Purchaser shall have from the Effective Date through
April 26, 1998, (the "Inspection  Period"), in which to determine whether or not
the Property is suitable for Purchasers  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
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 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) 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.

          (e) Except as disclosed  in the  Environmental  Audit,  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


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Conservation  and Recovery Act of 1976 (42 U.S.C. ss. 9601, et seq.) as amended,
or by any regulations promulgated thereunder,  (ii) any "hazardous substance" as
defined by the Comprehensive Environmental Response,  Compensation and Liability
Act of 1980 (42 U.S.C.  ss.  9601,  et seq.) as amended,  or by any  regulations
promulgated  thereunder  (including,  but not limited to,  asbestos  and radon);
(iii) any "oil, petroleum products, and their byproducts",  as defined by C.R.S.
1973 ss.  25-17-101  et seq.,  as  amended,  or by any  regulations  promulgated
thereunder;  (iv) any  "hazardous  waste" as defined by the Colorado  Waste Act,
C.R.S.  1973  ss.  25-15-101,   et  seq.,  or  by  any  regulations  promulgated
thereunder; (v) any substance the presence of which on, in or under the Property
is  prohibited  by any law similar to those set forth above;  and (vi) any other
substance which by law, regulation or ordinance requires special handling in its
collection,  storage, treatment or disposal. For purposes of this subsection 5.1
(e), "to the best of Seller's knowledge" shall mean to the best of the knowledge
of Robert E. Thrailkill and John A. Alsko,  who are the President and Secretary,
respectively, of Bishop Capital Corporation, the general partner of Seller.

     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 Purchasers
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 longterm
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 Purchasers Development Plan.

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

          (e) Seller has provided  Purchaser with a copy of the Letter of Credit
referenced in Section 10.3.

     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:

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

          (b) Seller has determined  that the Development  Budget  referenced in
Section 10.1 does not reflect a total cost that exceeds $600,000.00.

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

          (d) 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 either:

          (a) Ten (10) business days  following  notice to Purchaser from Seller
that the City has approved Purchasers Development Plan, the Concept Plan and the
Plat (the "City Approvals"),  provided, the Closing can occur in accordance with
the foregoing  notice not later than June 1, 1998, and provided further that the
Plat has been recorded by Closing, or,

          (b) On December 1, 1998,  or at such  earlier  date as the parties may
agree.

 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., $200,000.00 of which
shall  be  deposited  into  escrow  pursuant  to the  provisions  of the  Escrow
Agreement  described in Section 10.2  hereinafter,  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) The Escrow Agreement.

          (d) 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.

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          (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) The Escrow Agreement.

          (f) 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  falls 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  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).  Prior to the Effective Date,
Seller has  furnished  Purchaser  with a  development  budget (the  "Development
Budget")  for all On and Off Site  Development  Work  necessary  or  required in
connection  with the  subdivision  and platting of the Property  (including both
"hard" and "soft"  costs).  The  Development  Budget was prepared using the most
accurate information available to Seller at the time of its preparation.  In the
event  that  unforeseen  events  occur  (such  as,  for  example,  City  imposed
development   obligations   not  currently   anticipated  in  Seller's   current
Development  Budget)  prior to  Closing  that  cause  the  total  amount  of the
Development Budget to increase above $600,000.00,  Seller may, at its option, so
notify  Purchaser,  and may elect to by such notice to terminate  this Agreement
and  all of its  obligations  hereunder.  Upon  receipt  of  such  a  notice  of
termination  by Purchaser,  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.

     10.2  Timing  of  Seller's  Development  Obligations.  On or  before  March
20,1998,  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. It is anticipated  that none of the Development Work will be completed
by  Closing.  As a  consequence,  and to assure the  Purchaser  that the On Site


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Development Work will be completed in a timely manner following the Closing, the
parties  have  agreed that at Closing,  and out of the net  proceeds  payable to
Seller,  Seller  will place  $200,000  in an escrow,  the terms of which will 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 four (4) months  after the date of Closing if the Closing  occurs on or prior
to June 1, 1998, otherwise, five (5) months after the date of Closing.

     10.3 Off Site Development  Work. For purposes of this Agreement,  "Off Site
Development Work" shall mean all of the off site development work required to be
completed by the City as a condition of the City's  approval of the Concept Plan
and the  Plat,  which the  parties  anticipate  shall  include  construction  of
drainage  improvements in Sand Creek. In accordance with the City's  procedures,
the parties  acknowledge  that the City,  as a condition  of the approval of the
Concept Plan and the Plat,  will  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 Off Site Development Work.

     10.4 On Site  Development  Work. For purposes of this  Agreement,  "On Site
Development  Work" shall mean all of the on site development work 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)  Construction of private road access to Property per Concept Plan.

          (c)  Stubbing all  utilities to 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  ("Purchasers  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  March 20, 1998,
Purchaser  shall  complete and submit to the City for its  approval,  Purchasers
Development  Plan for the Property.  Purchaser  acknowledges  that in accordance
with the provisions of the Amended 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  Purchasers
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 Purchasers  Development  Plan,
and Seller will cooperate with Purchasers  efforts to obtain the City's approval
of Purchasers  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 on the Property,  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.

                                        8


<PAGE>



     10.7 Seller's Plat Responsibilities.  Contingent upon Closing, Seller shall
be  responsible  for  all  improvements,  fees  and  agreements  with  the  City
concerning  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 from their current  locations to
the south  boundary  of the  Property,  for  repairing  streets  damaged by such
extensions.  The size or capacity of the utility lines  extended to the Property
boundary shall not be less than the following:

        Utility                                  Size or Capacity
        -------                                  ----------------
        Water Main                               eight inch (8")
        Electrical Service                       800 amps
        Sanitary Sewer                           four inch (4")
        Natural Gas                              one inch (1")

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  will be  provided  via  public and
private  streets.  Seller  shall be  responsible  for  providing  access  to the
Property  from  the  private  roads  in  Phase  I of  the  Center  (the  "Street
Easement"),*  as shown on the map attached  hereto as Exhibit F. Seller reserves
the right to relocate  the Street  Easement,  provided the  relocation  does not
materially adversely affect the reasonable and practical access to the Property.
Further,  Seller agrees that, within a period of one year following the first to
occur  of (i) the  sale to a third  party  not  affiliated  with  Seller  of any
property  owned by  Seller  and  lying  between  Phase I and the  Property  (the
"Development  Property",  as shown on the map attached  hereto as Exhibit E), or
(ii) the platting of any of the  Development  Property;  Seller will cause to be
constructed and installed,  the private road shown on the map attached hereto as
Exhibit E. 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 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.

*The Street Easement shall be paved and  constructed  within the time period set
out in paragraph 10.2 for On Site Development Work.


                                       9

<PAGE>


     10.12 Purchaser's  Approval Rights.  Seller shall, at its expense,  prepare
and deliver to Purchaser, by the date indicated, the following:

          (a) The Grading Plan, by May 1, 1998;

          (b) The proposed Concept Plan, by March 20, 1998

          (c) The proposed Plat, by March 20, 1998;

          (d) The  Visibility  Easement  (as  defined in Section  12), by May 1,
1998;

          (e) The Access Easement (as defined in Section 12), by May 1, 1998;

          (f) The Amended CC&R's (as defined in Section 11. 1, by May 1, 1998.

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
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.

     10.14 Center Signs.  Seller will seek City approval for the construction of
a sign (in addition to the sign located at the Southern end of the Center) to be
located at the  northern  end of the Center  (the  "Center  Sign-North"),  which
identifies  the Center and provides for additional  signage for property  owners
within the Center.  In the event  Seller is able to obtain the City's  approval,
Seller shall erect the Center Sign-North, and Purchaser shall be entitled to 20%
of the total signage  available on the Center  Sign-North for  identification of
the business  operated from the Property.  Purchaser  shall be  responsible  for
reimbursing  Seller  for its  pro-rata  portion  of the cost of  purchasing  and
erecting the Center  Sign-North,  and for  Purchaser's  pro-rata  portion of the
continuing  costs of  lighting,  maintenance  and  repair.  For  purposes of the
preceding  sentence,  "pro-rata  portion" means the square footage of Purchasers
signage on the Center  Sign-North  compared to the square footage of all signage
available on said sign for owners or tenants of property within the Center.

     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"). On or before

                                       10


<PAGE>


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)  Contain  a  prohibition  that,  for so  long as the  Property  is
utilized primarily for automotive service and the retail sale of tires, no other
portion of the Center shall be used for such purposes,  provided,  however, that
such restriction  shall not prevent other property in the Center from being used
primarily  for the  conduct of (i) a motor  vehicle  lubrication  and oil change
business; or (ii) a business in which the sale of tires is an incidental part of
such business (ie., does not constitute more than 10% of the gross sales of such
business).

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

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

          (e) 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.

          (f) Amend the provisions dealing with signage for the Center signs.

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

     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. Visibility and Access Easement.

          (a)  At  Closing,  Seller  shall  grant  Purchaser  an  easement  (the
"Visibility Easement") that will provide for restrictions on the construction of
improvements  to  the  South  of the  Property  such  that  the  signage  on the
improvements Purchaser intends to construct on the Property will be more visible
to  northbound  traffic on Powers  Boulevard.  Seller shall cause the  documents
creating the  Visibility  Easement to be prepared at its expense and present the
same for Purchaser's approval pursuant to Section 10.12.

          (b) At  Closing,  Seller  shall  reserve  from the  conveyance  of the
Property to  Purchaser,  an access  easement  (the "Access  Easement")  over and
across the  Property  to  provide  access  from the Center to and from  Seller's
property located to the North of the Property.

     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.

                                       11


<PAGE>



     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 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, and American  Spectrum Real Estate
Services (together, "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 this  Agreement,  Broker shall have no right to
share in the Earnest Money Deposit if retained by Seller. Purchaser,  represents
and warrants to Seller that no broker or finder has been engaged by Purchaser in
connection  with  any  of  the  transactions  contemplated  by  this  Agreement.
Purchaser further represents that no person or entity, other than Broker, claims
or will claim any commission,  finder's fee or other amounts by, through,  under
or as a result of any relationship with Purchaser because of such  transactions.
Each party agrees to hold the other party  harmless from and against any and all
costs,  expenses,  claims,  losses or damages,  including reasonable  attorneys'
fees,  resulting from any breach of the representations and warranties contained
in this Section.

     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.  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


                                       12


<PAGE>


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:

          PCRO Limited Liability Company
          4420 Centennial Boulevard
          Colorado Springs, CO 80907 
          Attn:
               -----------------------

     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

     and to

          Gaddis, Kin & Herd, P.C.
          118 South Wahsatch Avenue
          Colorado Springs, CO 80903
          Attn: James W. Kin

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.

     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.

                                       13


<PAGE>



     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 n 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.  Purchasers  offer as represented by this
Agreement  shall  continue in effect only until March 30, 1998. If Purchaser has
not received a copy of this Agreement executed by Seller on or before that date,
Purchasers  offer and this Agreement  shall  immediately  terminate and shall no
longer be of any force or effect.

                                       14


<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:

                           PCRO Limited Liability Company

                           By:  /s/ William Prentiss
                               -------------------------------------------------
                           Its:  Manager
                                ------------------------------------------------

                                       15


<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: Member
           --------------------------

      American Spectrum Real Estate Services

      By:  /s/ Peter Cook
           --------------------------
      Its: Member
           --------------------------
                                       16


<PAGE>



                                    EXHIBITS
                                       to
                         Agreement for the Purchase and
                         Sale of Commercial Real Estate



 Exhibit A              Legal Description of Center
 Exhibit B              Map of Property
 Exhibit C              Preliminary Plan
 Exhibit D              Escrow Agreement
 Exhibit E              Map Showing Development Property and Private Road
 Exhibit F              Map showing Street Easement


                                       17

<PAGE>



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

                           Legal Description of Center

                                   (Omitted)

                                       18

<PAGE>


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


                        (Map of Property Graphic Omitted)

                                       19

<PAGE>

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

                       (Preliminary Plan Graphic Omitted)

                                20 (Page 1 of 2)


<PAGE>


                             EXHIBIT C (continued)

                       (Preliminary Plan Graphic Omitted)


                               20A (Page 2 of 2)


<PAGE>



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

                                ESCROW AGREEMENT

     THIS ESCROW  AGREEMENT is executed this .....  day of .......  1998, by and
among Bishop  Powers,  Ltd., a Colorado  limited  partnership  ("Bishop"),  PCRO
Limited  liability  Company,  a Colorado limited  liability company ("PCRO") and
Lawyers Title Insurance Company ("Escrow Agent").

                                    RECITALS

     A. PCRO and Bishop  entered into a certain  Agreement  for the Purchase and
Sale of  Commercial  Real Estate dated March _, 1998 (the  "Contract"),  whereby
Bishop  agreed to sell to PCRO,  and PCRO 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 PCRO's  purchase of the Property,  Bishop
agreed to install certain on site improvements and off site improvements.

     C. Some or all of the on site improvements ("On Sites") listed on Exhibit B
have not been completed or paid to date. However, the parties nonetheless desire
to close the transaction provided for in the Contract.

     D. To ensure that the On Sites will be  completed  and paid for in a timely
manner,  PCRO and Bishop  have agreed to close on the date hereof and Bishop has
agreed to  deposit  with  Escrow  Agent,  pursuant  to the terms of this  Escrow
Agreement, the sum of $200,000.00 (the "Funds").

     E. 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").  Unless  and until  there is a default by Bishop  pursuant  to
Paragraph 3 following, interest accruing on the Account shall be paid monthly to
Bishop.

                                       21


<PAGE>



     2. Disbursements to Bishop.

          a. The  parties  acknowledge  that  disbursements  from the Account to
Bishop  shall be made with respect to the On Site line items in Exhibit B. Thus,
Bishop  will only be entitled to receive the amount set forth in Exhibit B for a
given On Site line item, subject to Subparagraph f. below, and any greater costs
incurred for that On Site line item shall be Bishop's sole responsibility;

          b.  Prior to any  disbursements  being  made to  Bishop,  Bishop  or a
development manager designated in writing by Bishop,  shall submit a certificate
and demand for payment  ("Certificate") to Escrow Agent at the address set forth
on the signature page of this Escrow Agreement. The Certificate shall set forth,
by line item,  the type of On Sites for which work has been done,  the extent to
which each has been completed,  the amount of payment (based on Exhibit 13) that
is being  demanded  for each On Site line item,  the total  disbursement  amount
being requested and whether the Certificate is a final disbursement request;

          c. Bishop may request  payment of the amount  expended for any On Site
line item,  provided  however,  that if during the term of this Escrow Agreement
the  amount  requested  by Bishop for an On Site line  item,  together  with all
previously advanced amounts for that On Site line item, exceeds the amount shown
on Exhibit B for such On Site line item,  Escrow  Agent  shall only  disburse to
Bishop the amount designated on Exhibit B for that On Site line item;

          d. After confirming that payments for any particular On Site line item
have not exceeded the amount  provided in Exhibit B, Escrow Agent shall promptly
disburse the requested amount from the Account.  Each  disbursement  shall be in
the form of a lien  waiver  check from  Escrow  Agent and shall be made  payable
jointly to the contractor performing the work and Bishop;

          e. Bishop shall only submit disbursement  Certificates to Escrow Agent
twice each month, but shall be permitted to submit one final  Certificate at any
time to handle any previously  unsubmitted On Site costs. Each Certificate shall
contain all  previously  unsubmitted  On Site costs which have been  incurred by
Bishop to date; and,

          f. If Bishop installs all of the On Sites (rather than PCRO) and funds
are  remaining in the Account  following  Bishop's  final  Certificate  amounts,
Escrow Agent shall then disburse all remaining amounts to Bishop.

     3.  Default  by Bishop - PCRO's  Completion.  If all On Sites have not been
completed by...........,  199.., PCRO may notify Escrow Agent, and following the
giving of such notice, may itself complete the On Site improvements, and draw on
the remaining  Funds held by the Escrow Agent in accordance  with the procedures
set forth in Section 2 hereinabove.

     4.  Termination of Escrow.  This Escrow shall  terminate upon completion of
all the On Site Improvements, or by written agreement of Bishop and PCRO.

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

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

                                       22


<PAGE>



     7. 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  Bishop  and PCRO 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.  Bishop and
PCRO hereby agree for themselves to the jurisdiction of the District Court of El
Paso County, for the purposes of such an action.

     8. Indemnification. PCRO and Bishop 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  ail
additional costs incurred by Escrow Agent in defending against any such claim.

     9.  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.

                                       23


<PAGE>



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

BISHOP POWERS, LTD.
c/o Bishop Capital Corporation
716 College View Drive
Riverton, WY 82501

By: Bishop Capital Corporation, its General Partner

By:  /s/ Robert E. Thraillkill
     ----------------------------------------------


PCRO Limited Liability Company
4420 Centennial Boulevard
Colorado Springs, CO 80907

By:  /s/ William Prentiss
     ----------------------------------------------

LAWYERS TITLE INSURANCE COMPANY
555 East Pikes Peak Avenue
Colorado Springs, CO 80903

By: /s/ Dixie Power
    -----------------------------------------------

                                       24


<PAGE>



                                    EXHIBIT A
                                       to
                                Escrow Agreement

 LEGAL DESCRIPTION

Lot ....  in the  Crossing  at Palmer  Park,  Filing  No.  ....,  in the City of
Colorado Springs, El Paso County, Colorado

 



                                       25


<PAGE>



                                    EXHIBIT B
                                       to
                                Escrow Agreement

                              ON SITE IMPROVEMENTS
                                    (omitted)
 


 



                                       26


<PAGE>

                                   EXHIBIT E
                                       to
                         Agreement for the Purchase and
                         Sale of commercial Real Estate


                             (Map Graphic Omitted)


                                       27

<PAGE>


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


                    (Map of Street Easement Graphic Omitted)

                                       28