EXHIBIT 10.10


                             CONSTRUCTION CONTRACT
     Grading, Utilities, Channel Lining, Storm Sewer, Curb & Cutter, Paving

     AGREEMENT  made this 5th, day of June,  1997, by and between Bishop Capital
Corporation,  a Wyoming  Corporation,  General  Partner of Bishop Powers Ltd., a
Colorado Limited Partnership, 716 College View Dr., Riverton, County of Fremont,
State of Wyoming,  hereinafter  referred to as Owner and Pioneer  Sand  Company,
Inc., a Colorado Corporation,  Box 7650, City of Colorado Springs,  County of El
Paso,  State of Colorado,  hereinafter  referred to as Contractor a Company duly
licensed as a contractor in the State of Colorado as follows:

                                  SECTION ONE
                              DESCRIPTION OF WORK

     Contractor  shall perform  overlot  grading,  installation of utility lines
including water and sewer mains and taps ( but excluding gas, electrical,  phone
and CATV lines),  road base preparation  including  compaction;  curb and gutter
installation,  asphalt  paving,  installation  of riprap  lining  in Sand  Creek
channel, as well as public storm sewer piping at the The Crossing at Palmer Park
Sub.,  Fil.  1,  Colorado  Springs,  El Paso  County,  Colorado  pursuant to the
attached Exhibits, to wit:

     A.  Plans  prepared  by  Kiowa  Engineering,   Inc.  and  Land  Development
Consultants,  Inc.  consisting  of  7  (  Seven  )  Pages  attached  hereto  and
incorporated  by this  reference  as  Exhibit  "A-1"  through  "A-7"  as well as
sanitary  sewer plan and profiles  and channel  lining  profiles  which shall be
attached to this Contract following execution.

     B.  Project  Bid  Tabulation  form,  and Request  For  Proposal  documents,
including  Addendum's No. 1 and No.2 as prepared by Tigre  Development  Services
for the Owner, consisting of 4 ( Four ) Pages, attached hereto, and incorporated
by this reference as Exhibit "B".

     C. In the event of any  inconsistency  between the contents of Exhibits "A"
and "B", the unit prices contained within Exhibit "B" shall control.

     D. Time being of the essence incentive  attached hereto and incorporated as
Exhibit C.

                                  SECTION TWO
                                 CONTRACT PRICE

     A. Owner  agree to pay  (Contractor,  for the work  described:  $370,235.41
(Three Hundred Seventy  Thousand,  Two Hundred Thirty Five Dollars and Forty One
Cents).  Payment of the Performance and Maintenance Bonds referred to in Section
18 of this  contract will be paid in full by the Owner at the time the Notice to
Proceed is issued to the Contractor.

<PAGE>


     B.  Payment  of this  amount  is  subject  to  additions  or  deduction  in
accordance  with the  provisions of this contract and of the other  documents to
which this contract is subject.

     C. Payment on the total contract price is to be made in the form of monthly
progress payments as herein after set forth in Section Three and a Final Payment
as set forth in Section Four.

     D. Payment with consideration of Exhibit C

                                 SECTION THREE

                               PROGRESS PAYMENTS

     A. Owner shall make progress  payments on account of the contract  price to
Contractor,  on the basis of  monthly  applications  for  payment  submitted  to
Owner's Construction Manager by Contractor as the work progresses. Such progress
payments shall be submitted by the 10th day of each  succeeding  month and shall
be paid, in full, no later than the 20th day of such month for the prior month's
billings for labor and materials. All such progress payments shall be subject to
a retainage by the Owner of Ten Percent ( 10%) of such amount which amount shall
be paid to Contractor as part of the Final Payment as hereinafter set forth. All
work on the Project  shall be performed in  accordance  with the latest  revised
edition of the City of Colorado  Specifications  applicable to each type of work
being performed.

     B. Progress payments may be withheld if


          (1) Work is found defective by Owner and/or the  Construction  Manager
and not remedied by the time any Progress Payment is due;

          (2)   Contractor   does  not  make  prompt  and  proper   payments  to
subcontractors

          (3)  Contractor  does not make prompt and proper  payments  for labor,
materials or equipment furnished by third parties;

          (4) Another  contractor  on the project is damaged by an act for which
contractor is responsible;

          (5) Claims or liens are filed on the job.

                                  SECTION FOUR
                  FINAL INSPECTION, ACCEPTANCE AND SETTLEMENT

     When the work is complete and ready for final  inspection,  the  Contractor
shall file a written  notice with the Owner that the work, in the opinion of the
Contractor,  is complete under the terms of this Contract.  Within ten (10) days
after the  contractor  files the written  notice,  the Owner,  the  Construction
Manager.  and the  Contractor  shall make a final  inspection  of the project to
determine  whether the work has been  completed in accordance  with the Contract
Documents.

<PAGE>


A final list shall be made by the Construction  Manager in sufficient  detail to
fully outline to the Contractor:

          1. Work to be completed, if any.

          2. Work not in compliance with the Plans or Specifications, if any.

          3. Unsatisfactory work for any reason, if any.

     The Owner shall not be required to make final payment until all items noted
above,  if any, have been  completed and the  Construction  Manager has issued a
Certificate of Completion which the  Construction  Manager shall issue within 10
working days of  completion  of the Project.  Final payment shall be made within
fifteen  (15)  days  of  issuance  of  the  Certificate  of  Completion  by  the
Construction Manager.  Final payment amount shall include all retainages held by
the Owner pursuant to Section Three (A) herein. Fully executed Lien Waivers from
all  subcontractors  employed by Contractor must be filed with the  Construction
Manager prior to processing of the Final Payment by the Owner.

     If any unpaid claim for labor, materials,  supplies,  equipment, or damages
to third parties is filed before payment of the sums due and owing to Contractor
are paid, the Owner may withhold from the Contractor  sufficient  sums to insure
the full  payment of such claims  until such claims are  withdrawn  or paid with
such  payment or  withdrawal  evidenced  by a receipt  for  payment in full or a
Notice of  Withdrawal  of Claim  signed by the  claimant or its duly  authorized
agent or assignee.

     Owner by making payment,  waives all claims except those arising out of-

          (1)  Faulty  work  appearing  after  issuance  of the  Certificate  of
Completion;

          (2) Work that does not comply with the contract documents; or

          (3) Outstanding claims of lien.

     Contractor, by accepting final payment, waives all claims except those that
it has  previously  made in writing,  and which remain  unsettled at the time of
acceptance.

                                  SECTION FIVE
                         STARTING AND COMPLETION DATES

Construction  under this contract will begin when the Construction  Manager,  on
behalf of the Owner,  has obtained the issuance of any and all required  permits
or authorizations from local authorities and /or the Contractor. but in no event
later than June 9, 1997.  The work herein set forth shall be  completed no later
than August 10, 1997.

                                  SECTION SIX
                               CONTRACT DOCUMENTS

     A. The  contract  documents  on  which  the  agreement  between  Owner  and
Contractor is based  contain the plans and  specifications  in  accordance  with
which the work is to be done and that  provide  for the method of payment of the
contract price are as follows:

          (1) This  agreement with Exhibits "A" through "C" hereto which details
the work and materials to he provided by contractor;

          (2) The plans and  specifications  attached  hereto as Exhibit "A" and
any amendments made after the effective date of this agreement; and

          (3) Written work change orders issued, or to be issued.

     B. The contract documents together form the contract for the work described
in this agreement.  The parties intend that the documents include provisions for
all labor,  materials,  equipment,  supplies,  and other items necessary for the
execution and completion of the work, and all terms and conditions of payment.

     C. The contract  document is to be  separately  executed in  triplicate  by
owner and contractor. Contractor, by executing the documents, represents that it
has inspected and is familiar with the work site and the local  conditions under
which the work is to be performed.

<PAGE>


                                 SECTION SEVEN
                      DESIGNATION OF CONSTRUCTION MANAGER;
                              DUTIES AND AUTHORITY

     A.  The  Construction   Manager  for   above-described   project  is  TIGRE
DEVELOPMENT  SERVICES.  INC.,  6661  Gambol  Quail Drive W.,  Colorado  Springs,
Colorado [hereinafter "Construction Manager"], State of Colorado.

     B. The duties and authority of the Construction Manager are as follows:

          (a) General  Administration  of Contract.  The primary function of the
Construction  Manager is to provide the general  administration of the contract.
In performing  these duties he is the owner's  representative  during the entire
period of construction.

          (b) Inspections,  Opinions, and Progress Reports. Construction Manager
shall keep familiar with the progress and quality of the work by making periodic
visits to the work site.  Construction Manager will make general  determinations
as  to  whether  the  work  is  proceeding  in  accordance  with  the  contract.
Construction Manager will keep the owner informed of such progress, and will use
it's best  efforts to protect  the owner from  defects and  deficiencies  in the
work.   Construction   Manager  will  not  be  responsible   for  the  means  of
construction,  or for  the  sequences,  methods,  and  procedures  used  in such
construction or for contractor's failure to perform the work in accordance with
the contract documents.

          (c) Access to Work Site for Inspections. Construction Manager shall be
given free access to the work at all times during its  preparation and progress.
However  Construction  Manager is not required to make  exhaustive or continuous
on-site  inspections  to perform it's duties of checking  and  reporting on work
progress.

          (d)  Interpretation  of Contract  Documents;  Decisions  on  Disputes.
Construction  Manager will be the initial  interpreter of the contract  document
requirements,  and  make  primary  decisions  on  claims  and  disputes  between
Contractor and Owner.

          (e)  Rejection and Stoppage of Work.  Construction  Manager shall have
authority  to reject work that in it's  opinion does not conform to the contract
documents,  and in this  connection  to stop the work or a portion of such work,
when necessary.

          (f) Payment  Certificates.  Construction  Manager will  determine  the
amounts  owing to  contractor  as the  work  progresses,  based on  contractor's
applications and it's inspections and observations,  and will issue certificates
for progress  payments  and final  payment in  accordance  with the terms of the
contract documents.

                                 SECTION EIGHT
                           RESPONSIBILITIES OF OWNER

     A. Owner shall give all instructions to contractor through the Construction
Manager,  shall  furnish  all  necessary  soils  testing and  materials  testing
necessary  for the work,  and shall secure and pay for  easements  for permanent
structures on the work site, if required,  or which are necessary for its proper
completion.

     B. Owner reserves the right to let other  contracts in connection  with the
project.  Contractor  shall  cooperate with all other  contractors to the effect
that their work shall not be impeded by it's  construction,  and shall give such
other contractors  access to the work site necessary to perform their contracts,
with the  understanding  that  other  contractors  are to  cooperate  fully with
Pioneer Sand Co., Inc. construction schedule.

     C. Owner  shall have free and  unencumbered  access to the job site  during
completion of the Work herein set forth.



<PAGE>

                                  SECTION NINE
                         RESPONSIBILITIES OF CONTRACTOR

     Contractor's  duties  and  rights in  connection  with the  above-described
project are as follows:

     A. Responsibility for and Supervision of Construction.  Contractor shall be
solely  responsible  for all  construction  under this  contract,  including the
techniques,  sequences, procedures, and means, and for coordination of all work.
Contractor  shall supervise and direct the work to the best of its ability,  and
give it all attention necessary for such proper supervision and direction.

     B. Discipline and Employment. Contractor shall maintain at all times strict
discipline among its employees,  and contractor agrees not to employ for work on
the project any person unfit or without  sufficient skill to perform the job for
which he or she was employed.

     C. Furnishing of Labor,  Materials,  etc.  Contractor shall provide and pay
for  all  labor,  materials,  and  equipment,   including  tools,   construction
equipment,  and  machinery,  including  water,  transportation,  and  all  other
facilities  and  services  necessary  for the proper  completion  of work on the
project in accordance with the contract documents including payment of utilities
provided at the site by Owner.  All work shall be performed in  accordance  with
City of Colorado Springs Specifications.

     D. Payment of Taxes; Procurement of Licenses and Permits.  Contractor shall
pay  all  taxes  required  by law in  connection  with  work on the  project  in
accordance  with  this  agreement  including  sales,  use,  and  similar  taxes.
Contractor shall obtain, at his expense,  all necessary  licenses and permits to
do the project,  in accordance  with applicable  Federal,  State and local laws,
regulations and ordinances. However, owner will pay all service line development
tap fees due to any City, County, or State entity relating to the project.

     E. Compliance with  Construction  Laws and  Regulations.  Contractor  shall
comply with all laws and ordinances,  and the rules,  regulations,  or orders of
all  public  authorities  relating  to the  performance  of the work  under  and
pursuant to this  agreement.  If any of the contract  documents  are at variance
with  any  such  laws,  ordinances,  rules,  regulations,  or  orders  it  shall
compliance with Construction  Laws and Regulations.  Contractor shall notify the
Engineer, in writing, promptly on discovery of such variance.

     F.   Responsibility   for  Negligence  of  Employees  and   Subcontractors.
Contractor assumes full responsibility for acts, negligence, or omissions of all
its  employees  on the  project,  for  those  of its  subcontractors  and  their
employees,  and for those of all other  persons doing work under a contract with
it.

     G. Warranty of Fitness of Equipment and  Materials.  Contractor  represents
     and warrants to owner that all equipment  and  materials  used in the work,
     and made a part of the  structures on such work, or placed  permanently  in
 
<PAGE>


     connection  with such work, will be new unless  otherwise  specified in the
     contract  documents,  of good quality,  free of defects,  and in conformity
     with the  contract  documents.  It is  understood  and agreed  between  the
     parties  to this  agreement  that all  equipment  and  materials  not so in
     conformity will be considered defective.

     H. Clean-up. Contractor agrees to keep the work location and adjoining ways
free  of  waste  material  and  rubbish  caused  by  its  work  or  that  of its
subcontractors.  Contractor further agrees to remove all such waste material and
rubbish on termination of the project,  together with all its tools,  equipment,
machinery, and surplus materials.  Contractor agrees, on terminating its work at
the site,  to conduct  general  clean-up  operations,  including the cleaning of
paved streets and walks, if applicable.

     I. Indemnity and Hold Harmless  Agreement.  Contractor  agrees to indemnify
and hold  harmless  Owner and  Tigre  Development  Services,  their  agents  and
employees,  from and against any and all claims, damages,  losses, and expenses,
including  reasonable  attorney's  fees in case it shall be necessary to file an
action,  arising out of performance  of the work herein,  that is (a) for bodily
injury,  illness,  or death, or for property damage,  including loss of use, and
(b) caused in whole or in party by  contractor's  negligent act or omission,  or
that of a  subcontractor,  or that of anyone  employed by them or for whose acts
contractor or subcontractor may be liable

     J. Safety  Precautions  and Programs.  Contractor has the duty of providing
for and overseeing all safety orders, precautions, and programs necessary to the
reasonable  safety  of the  work.  In this  connection,  contractor  shall  take
reasonable  precautions  for the safety of all  employees and other persons whom
the work might affect, all work and materials  incorporated in the project,  and
all  property  and  improvements  on the  construction  site and adjacent to the
construction  site,  complying  with all  applicable  laws,  ordinances,  rules,
regulations and orders.

                                  SECTION TEN
                       TIME OF ESSENCE, EXTENSION OF TIME


     A. All times stated in this  agreement or in the contract  documents are of
the essence hereof.

     B. The time frames and/or dates stated in this agreement or in the contract
documents may be extended by a change order prepared by the Construction Manager
and signed by Owner for such reasonable  time as it may determine,  when in it's
opinion  contractor  is delayed in work progress by changes  ordered,  inclement
weather, labor disputes,  fire, prolonged  transportation  delays,  injuries, or
other causes beyond contractor  control or which justify the delay including any
delays caused by Owner. Time extensions granted the Contractor for any or all of
the  reasons  mentioned  above,  will not  include  any payment by the Owner for
office or field  costs,  overhead,  or lost  profit  resulting  from such a time
extension.

<PAGE>


                                 SECTION ELEVEN
                                 SUBCONTRACTORS

     A. A subcontractor.  for the purposes of this agreement,  shall be a person
with whom contractor has a direct contract for work at the project site.

     B. All contracts between contractor and subcontractors shall conform to the
provisions of the contract  documents and shall incorporate in them the relevant
provisions of this agreement.

                                 SECTION TWELVE
                                   INSURANCE

     A. Contractor's liability Insurance.  Contractor agrees to keep in force at
its own expense  during the entire  period of  construction  on the project such
liability insurance as will protect it from claims, under workers'  compensation
and other employee  benefit laws, for bodily injury and death,  and for property
damage,  that may arise out of work under this  agreement,  whether  directly or
indirectly by  contractor,  or directly or indirectly  by a  subcontractor.  The
minimum  liability  limits of such  insurance  shall not be less than the limits
specified  in the contract  documents  or by law for that type of damage  claim.
Such  insurance  shall include  contractual  liability  insurance  applicable to
contractor's obligations under this agreement.  Proof of such insurance shall be
filed by contractor  with owner within a reasonable time after execution of this
agreement.  Contractor  agrees to include the Owner and Construction  Manager as
additional  insured  parties on each  policy  for the  Project  except  Worker's
Compensation Coverage.

     B. Owner's liability  Insurance.  Owner agrees to maintain in force his own
liability  insurance during the  construction on this project,  and reserves the
right to purchase  such  additional  insurance as in its opinion is necessary to
protect it against claims  arising out of the  contractor's  operation,  without
diminishing  contractor's  obligation to carry the  insurance  specified in this
agreement on contractor's part to be carried.

     C.  Waiver  of Work Site  Property  Damage  Claims  to Extent or  Insurance
Coverage.  Owner and  contractor  hereby waive all claims against each other for
fire damage or damages from other perils. Contractor agrees to obtain waivers of
such claims by all subcontractors.

                                SECTION THIRTEEN
                                CORRECTING WORK

     When it appears to contractor  during the course of  construction  that any
work does not conform to the  provisions of the contract  documents,  contractor
shall  make  necessary  corrections  so that such work will so  conform,  and in
addition shall correct any defects  caused by faulty  materials,  equipment,  or
quality of performance in work supervised by it or by a subcontractor, appearing
within  one year  from the date of  issuance  of a  certificate  of  substantial
completion,  or within such longer  period as may be prescribed by law or as may
be provided for by applicable special guaranties in the contract documents.

<PAGE>


     The  Contractor  shall  promptly  correct  any work  rejected  by the Owner
whether  such  work has been  performed  by  Contractor  or a  subcontractor  of
contractor.  Promptly  correct shall mean within such time as may  reasonably be
required to correct such work as determined by the Construction Manager.

                                SECTION FOURTEEN
                                  WORK CHANGES

     A.  Owner  reserves  the  right to order  work  changes  in the  nature  of
additions, deletions, or modifications, without invalidating this agreement, and
agrees to make  corresponding  adjustments  in the  contract  price and time for
completion.

     B. All changes  will be  authorized  by a written  change  order  signed by
Owner,  Contractor,  and by the  Construction  Manager.  The  change  order will
include  conforming  changes in the agreement contract price and completion time
as appropriate.

     C. Work shall be changed,  and the contract price and completion time shall
be modified, only as set out in the written change order.

     D. Any  adjustment  in the  contract  price not  covered by unit bid prices
resulting in a charge to owner shall be  determined  by mutual  agreement of the
parties before  starting the work involved in the change.  In the event a mutual
agreement  cannot be met, the latest revised  version of the CDOT Cost Data book
will be used by both parties to  facilitate  the  determination  of the adjusted
cost.

                                SECTION FIFTEEN
                                  TERMINATION

     A. Contractor's  Termination.  Contractor may, on seven days written notice
to  owner  and  Construction  Manager,   terminate  this  agreement  before  the
completion  date  specified in this agreement when for a period of ten (10) days
after a progress  payment is due,  through no fault of contractor,  construction
manager fails to process a  certificate  of payment  thereof,  or owner fails to
make the payment. On such termination, contractor may recover from owner payment
for all work  completed and for any loss  sustained by contractor for materials,
equipment, tools, or machinery to the extent of actual loss thereon plus loss of
a reasonable profit, provided it can prove such loss and damages.

<PAGE>


     B.  Owner's  Termination.  Owner may, on seven days  notice to  contractor,
terminate this agreement before the completion date specified in this agreement,
and without prejudice to any other remedy it may have, when contractor  defaults
in  performance  of any provision in this  agreement,  or fails to carry out the
construction in accordance with the provisions of the contract documents.

                                SECTION SIXTEEN
                                 GOVERNING LAW

     It is agreed that this  agreement  shall be  governed  by,  construed.  and
enforced in accordance with the laws of the State of Colorado.

                               SECTION SEVENTEEN
                       ATTORNEY FEES, COSTS AND INTEREST

     In the event that any action is filed in  relation to this  agreement,  the
unsuccessful  party in the action shall pay to the successful party, in addition
to all the sums that either party may be called on to pay, a reasonable  sum for
the successful party's attorney's fees, costs and expert witness fees.  Further,
any award  obtained shall bear interest from date of default until payment at an
interest  rate of Ten  Percent ( 10%).  Venue for any such  action  shall be the
District Court in and for the County of El Paso and State of Colorado.

                                SECTION EIGHTEEN
                                     BONDS

     The Contractor  shall be required to secure and maintain a Performance Bond
as well as a one year  Maintenance  Bond.  It is agreed  that the costs for such
Bonds  shall  be  paid  for by the  Owner.  The  cost  of  the  Performance  and
Maintenance  Bond is hereby agreed to be 2.25 Percent of the Contract  Amount at
time of Award or $8,330.30  (Eight Thousand Three Hundred and Thirty Dollars and
Thirty Cents).

                                SECTION NINETEEN
                                ENTIRE AGREEMENT

     This agreement shall  constitute the entire  agreement  between the parties
and any prior  understanding or representation of any kind preceding the date of
this  agreement  shall not be binding  upon  either  party  except to the extent
incorporated in this agreement.


<PAGE>


                                 SECTION TWENTY
                           MODIFICATION OF AGREEMENT

     Any  modification  of this  agreement or additional  obligation  assumed by
either  party  in  connection  with  this  agreement  shall be  binding  only if
evidenced in writing  signed by each party or an  authorized  representative  of
each party.

                               SECTION TWENTY-ONE
                                     NOTICES

     Any notice  provided for or concerning  this agreement  shall be in writing
and be deemed  sufficiently  given when sent by certified or registered  mail if
sent to the respective  addresses of each party as set forth at the beginning of
this agreement.

                               SECTION TWENTY-TWO
                              ASSIGNMENT OF RIGHTS

     The rights of each party under this  agreement  are  personal to that party
and may not be assigned or transferred to any other person,  firm,  corporation,
or other entity  without the prior.  express,  and written  consent of the other
party.

                              SECTION TWENTY-THREE
                               PARAGRAPH HEADINGS

     The  titles  to the  paragraphs  of  this  agreement  are  solely  for  the
convenience of the parties and shall not be used to explain,  modify,  simplify,
or aid in the interpretation of the provisions of this agreement.

<PAGE>


     IN  WITNESS  WHEREOF,  each  party to this  agreement  has  caused it to be
executed on the date indicated below.

OWNER:   Bishop Powers, Ltd., a Colorado limited partnership
         By Bishop Capital Corporation
         Its General Partner

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

Title:   President
         --------------------------------------------

Dated:   6/5/97
         --------------------------------------------

CONTRACTOR: Pioneer Sand Company, Inc.

        Joe Johnson
        --------------------------------------------

Title:  Excavation Manager
        ---------------------------------------------

Dated:  6/5/97
        ---------------------------------------------


    Contract Contingent Upon All Conditions of Attached June 4, 1997 Letter
    -----------------------------------------------------------------------


<PAGE>
<TABLE>
<CAPTION>

Drg. Basin: Sand Creek                                                                                  April,  1997
Estimate No.: 2                                                                                  BID TABLUATION FORM
Project No: 97/LDC/cpp                                                               Revised 5/6/97 - Addendum No. 1
                                                                                    Revised 5/22/96 - Addendum No. 2

                                              CROSSING AT PALMER PARK - PHASE I
---------------------------------------------------------------------------------------------------------------------
Item  Group                         Item                         Unit            Unit       Total           Total
No.   Code                      Description                      Meas.          Price     Quantity           Cost
=====================================================================================================================

<S>    <C>         <C>                                           <C>          <C>            <C>          <C>     
1      EXCAV       Clear & Grub                                   CY          $    2.48      3727          $ 9,242.96
2      EMBANK      Embankment                                     CY          $    1.80     13701          $24,661,80
3      EROS        Erosion Control                                LS          $2,200.00         1          $ 2,200.00
4      PAN         Cross Pan                                      EA          $6,325.00         2          $12,650.00
5      CURB        Curb & Gutter                                  LF          $   10.50      1185          $12,442.50
6      PED         Ped. Ramps                                     EA          $  675.00         7          $ 4,725.00
7      STM         5' D-10R Inlet                                 EA          $2,400.00         2          $ 4,800.00
8      STM         Remove Exist. Inlet                            EA          $  600.00         1          $   600.00
9      STM         10'x7' Junct. Box                              EA          $7,750.00         1          $ 7,750.00
10     STM         48" RCP                                        LF          $   64.00       152          $ 9,728.00
11     STM         42" RCP                                        LF          $   53.00       674          $35,722.00
12     STM         18" RCP                                        LF          $   27.00        40          $ 1,080.00
13     STM         Outlet Structure                               EA          $6,000.00         1          $ 6,000.00
14     STM         Type M Rip-RaP                                 CY          $   17.50       100          $ 1,750.00
15     STM         5" Diam. Manholes                              EA          $3,300.00         2          $ 6,600.00
16     STM         Channel Lining                                 LF          $   72.50       420          $30,450.00
17     STM         Grade Cntrl. Struct.                           LF          $  112.00       180          $20,160.00
18     SANSWR      8" San. Sewer                                  LF          $   19.00      1183          $22,477.00
19     SANSWR      Bends                                          EA          $   40.00        10          $   400.00
20     SANSWR      Manholes                                       EA          $1,000.00         6          $ 6,000.00
21     SANSWR      4" Services                                    EA          $1,750.00         4          $ 7,000.00
22     WATER       8" Water Line                                  LF          $   17.30       424          $ 7,335.20
23     WATER       8" Valves                                      EA          $  550.00         3          $ 1,650.00
24     WATER       2" Services                                    EA          $  900.00         1          $   900.00
25     WATER       1 1/2" Services                                EA          $  850.00         3          $ 2,550.00
26     WATER       Relocate Hydrant                               EA          $  800.00         1          $   800.00
27     WATER       8" Bends/Tees                                  EA          $  150.00         3          $   450.00
28     WATER       8" Plugs                                       EA          $  550.00         1          $   550.00
29     WATER       8" Blow Off Assmly                             EA          $  550.00         1          $   550.00
30     PAV         Paving-6" Full Dpth                           TON          $   34.95      1246          $43,547.70
31     PAV         Paving-3" Full Dpth                           TON          $   32.75       667          $21,844.25
32     PAV         Patching                                      TON          $   77.00       140          $10,780.00
33     SURV        Const. Staking                                 LS          $7,500.00         1          $ 7,500.00
34     BARR        Barricading                                    LS          $2,000.00         1          $ 2,000.00
---------------------------------------------------------------------------------------------------------------------
       ADD         Addendum #1
----------------------------------------------------------------------------------------------------------------------
35     PAV         Saw Cut Asphalt                                LF          $    2.70      1310          $  3,537.00
36     PAV         6" Asphalt Curb                                LF          $    4.40       440          $  1,936.00
37     WATER       Hydrant Assembly                               EA          $1,800.00         2          $  3,600.00
38     STRIP       Pvmt. Striping, Cross Walks                    LS          $3,850.00         1          $  3,850.00
----------------------------------------------------------------------------------------------------------------------
       ADD         Addemdum #2
----------------------------------------------------------------------------------------------------------------------
39     WATER       12" DIP Water Main                             LF          $   26.65       340          $  9,061.00
40     WATER       12" Diam Line Valves                           EA          $1,075.00         3          $  3,225.00
41     WATER       16"x12" Tapping Sleeve with Valve              EA          $6,250.00         1          $  6,250.00
42     WATER       12" Diam.  22 1/2 Bend                         EA          $  295.00         1          $    295.00
43     WATER       12" Diam. Plug & Blowoff Assembly              EA          $  650.00         1          $    650.00
44     WATER       City Std. 12" Diam. Water Lowering             EA          $6,495.00         1          $  6,495.00
45     SEWER       Palmer Park Crossing                           LS          $4,440.00         1          $  4,440.00
----------------------------------------------------------------------------------------------------------------------
TOTAL                                                                                                      $370,235.41
----------------------------------------------------------------------------------------------------------------------
                                     Page 1
                                                                                                             Exhibit B
</TABLE>
<PAGE>


RE: The Crossing at Palmer Park Sub                                 May 6, 1997



To: All Contractors on Bid Proposal List 
                                   From: Chris Smith, Tigre Development Services

Please find attached  Addendum No. 1 and associated  revised Bid Tabulation Form
for the  referenced  Project.  Please attach  signed  Addendum with Bid Proposal
submittal.

New Line Items: Listed as Addendum #1 Items on Bid Tabulation form.
-------------------------------------------------------------------

Item 36 - Add  approximately  1310 LF of saw  cutting of existing  pavement  and
removal of exist. asphalt curb along Powers Blvd. and Palmer Park Blvd.

Item 37 - Add  approximately  440 LF of 6" asphalt  curb.  Curb to be  installed
along North edge of access road which runs West to East along North  Boundary of
Fill 1.

Item 38 - Add I (one) each  hydrant.  Hydrant  location  at West curb  return of
access drive along East  property  line of Lot 1. Tee,  valve and stub out under
Palmer Park Blvd.  exists in this location.  See Master Utility Plan,  Page C-2,
for approximate location of exist. tee and valve.

Item 39 - Pavement  Striping and  Crosswalk  striping.  Per City  Traffic  Div.,
striping  may be  painted,  crosswalks  are to be  Thermo-plastic  or  preformed
plastic panels.

Deletions:
----------

Item 19 ( Original Bid Tabulation Form )- 8" Sanitary sewer encasement - Deleted
in it's entirety.

Changes to existing (as renumbered) line items:
-----------------------------------------------

Item 1:  Number of CY remain the same.  Revision - Cost to include  removal  and
disposal of total of approximately 24 EA 18" to 24" caliper trees in addition to
original 15 EA. 4" caliper  trees as stated of Page 3 of original  Bid  Proposal
Detailed Notes paragraph.

Item 18: Added 350 LF of sanitary sewer.  Main will outfall to Palmer Park Blvd.
Total revised length of sanitary sewer is 950LF.

Item 20: Added 1 EA.  sanitary sewer manhole.  Quantity  changed from original 4
EA. to 5 EA.

Item 33:  Added 43 Tons of  patching to  original  quantity of 33 Tons.  Revised
quantity for asphalt patching is 76 Tons.

Distribution:                          Acknowledgment of Addendum No. 1:
Blue Ridge Construction. Inc.          Name of Firm: Pioneer Sand Company, Inc.
Frazee Construction Inc.                           -----------------------------
Pioneer Sand Co., Inc.                 Signed:  Joe Johnson
XKE Contractors, Inc.                          ---------------------------------

                                       Dated:  6/5/97
                                              ----------------------------------

                                                                       Exhibit B

<PAGE>
Date: May 22, 1997

RE: The Crossing at Palmer Park Subdivision.  Phase I

To: Pioneer Sand Company Inc
    Attn.: Mr.  Joe Johnson, Excavation Manager

From: Chris Smith, Tigre Development Services, Inc.

Please find attached  Addendum No.2 and associated  revised Bid Tabulation  Form
for the  referenced  Project.  Please sign and return  Addendum with revised Bid
Tabulation sheet.

New Line Items: Listed as Addendum #2 Items on Bid Tabulation form.
-------------------------------------------------------------------

Item 39 - Add approximately 340 LF 12" Diameter D.I.P. D.I.P, to be installed in
west access road and tie into 16" D.I.P in Palmer Park Blvd. See revised Utility
Plan.

Item 40 - Add 3 EA 12" Water Line Line  Valves.  See  revised  Utility  Plan for
locations.

Item 41 - Add I EA 16"x12"  Tapping  Sleeve  with  Valve.  See  revised  revised
Utility Plan for location.

Item 42 - Add 1 ESA 12" Diam. 22 1/2 Degree Bend. See Attached  revised  Utility
Plan for location.

Item 43 Add 1 EA 12" Diam.  Plug and Blowoff  Assembly  Complete.  See  attached
revised Utility Plan for location.

Item 44 Add 1 EA Complete  12" Diam.  City  Standard  Water Line  Lowering.  See
attached revised Utility Plan for location.

Deletions:
----------

Item 28 ( Original Bid Tabulation Form )- 2 EA 8" Diam. Tap Sleeves - Deleted in
it's entirety.

Changes to existing (as renumbered) line items:
-----------------------------------------------

Item  18:  Original  LF was 950.  Revised  to 1183  L.F.  Includes  Palmer  Park
connection  and new line from Palmer Park to South near Golf World.  See revised
Utility Plan.

Item 20:  Original  number of Manholes  was 5 EA. Added 1 EA Manhole per revised
Utility Plan.

                                                                       Exhibit B

<PAGE>


Item 22:  Original LF of 8" Water line was 1190 LF.  Revised to 424 LF.  Deleted
766 LF per Revised Utility Plan.

Item 23: Original number of 8" Water Valves was 9. Revised number of Valves is 3
EA. Deleted 6 EA Valves per revised Utility Plan.

Item 27:  Original  number of 8" Bends/Tees was 6 EA. Revised to 3 EA. Deleted 3
EA Bends/Tees per revised Utility Plan.

Item 28: Original number of 8" Plugs was 2 EA. Revised to 1 EA. Deleted 1 EA per
revised Utility Plan.

Item 29:  Original  number of 8" Blow Off  Assembly  was 2 EA.  Revised to 1 EA.
Deleted 1 EA per revised Utility Plan.

Item 32:  Original Tons of Patching was 76 Tons.  Revised to 140 Tons.  Added 64
Tons per revised Utility Plan.

Item 37:  Original  number of Hydrants  was 1 EA.  Revised to 2 EA. Added 1 EA 1
Hydrant per revised Utility Plan.

Acknowledgment of Addendum No.2:


Name of Firm: Pioneer Sand Company Inc.

Signed: Joe Johnson
        ----------------------------------

Title:  Excavation Manager
        ----------------------------------

Date:   6/5/97
        ----------------------------------
       

                                                                       Exhibit B
<PAGE>


                                   EXHIBIT C

With time being of essence of this contract an added incentive will be paid as a
bonus based upon the following considerations:

     Attached construction schedule with target date of completion.

     Any time  extensions  are to be  granted  by the  Construction  Manager  in
     writing as described in section 10, para. B and section 14, para. B and C -
     adjusting above target date of completion when applicable.

     Certificate  of completion  will be by  Construction  Manager in writing as
     described in section 4 of contract.

     Working  days  saved from  target  date of  completion  will be paid at the
     amount of $1500.00  per day,  not to exceed 10 days,  and  acknowledged  in
     writing and issued concurrently with the certificate of completion.

     This written  documentation will be invoiced with the request for retainage
     and is to be paid by the owner  upon  payment  of  retainage  as  discussed
     within Section 4 of the contract.

<PAGE>


                           BISHOP CAPITAL CORPORATION
                             716 College View Drive
                            Riverton, Wyoming 82501
                                 (307) 856-3800

June 4, 1997

VIA FACSIMILE

Mr. Kevin Holmstrom
Pioneer Sand Company, Inc.
P.O. Box 765O
Colorado Springs, Colorado 80933

Re:  The Crossing at Palmer Park

Dear Mr.  Holmstrom:

In connection with the  Construction  Contract (the  "Contract")  between Bishop
Capital  Corporation  ("Bishop")  and Pioneer  Sand  Company,  Inc.  ("Pioneer")
relating to work as  described  in the  Contract  with  attached  exhibits to be
completed by Pioneer at the Crossing at Palmer Park,  Bishop can provide you the
following assurances that progress payments wi]I be disbursed in accordance with
the Contract terms as follows:


     1. The first lot  closing is  scheduled  for June 9, 1997 with 123  Cascade
Associates (a Taco Bell franchisee) in the amount of $350,000. The proceeds will
be wired to Riverton State Bank. Bishop will furnish to 123 Cascade Associates a
standby Letter of Credit issued by Riverton  State Bank for the Contract  amount
to provide  them  assurance  that the  offsite/onsite  development  work will be
completed by Pioneer. The Letter of Credit will reference Pioneer as the primary
contractor to be paid from this Letter of Credit and a copy will be furnished to
you.

     2. The second lot closing is  scheduled  for July 7, 1997 with State Bank &
Trust for $330,000. The sales proceeds will be escrowed and disbursed for onsite
development  work in  accordance  with the terms of the  escrow  agreement.  The
escrow agent will  disburse the funds upon receipt of a  certificate  and demand
for payment from Bishop. The certificate will indicate the onsite work done, the
extent to which each onsite item has been  completed,  and the amount of payment
requested.  Bishop will have Pioneer referenced as the primary contractor in the
Escrow  Agreement  and request  that the checks be issued  jointly to Bishop and
Pioneer.

     3. It is Bishop's intent to decrease the standby Letter of Credit issued to
123 Cascade  Associates  on the State Bank & Trust closing date by the amount of
the onsite  development  work  referenced in Exhibit B to the State Bank & trust
sales agreement and any Letters of Credit issued to the City of Colorado Springs
for drainage and roadway work.

<PAGE>



Pioneer Sand Company, Inc.
June 4, 1997
Page 2

     4. Bishop will request  Riverton  State Bank  furnish you a letter  stating
that the Letter of Credit issued to 123 Cascade  Associates  will not be reduced
until the State Bank & Trust sale is closed and the escrow is established.

     5. The third lot  closing is  scheduled  for August 15,  1997 with  Diamond
Shamrock for $388,00. There are no escrows or restrictions  associated with this
closing.

We will be happy to furnish you copies of the 123 Cascade Associates, State Bank
& Trust and Diamond Shamrock sales
agreements if you so request.

If you are in agreement  with the above  conditions,  please sign the  duplicate
copy of this letter and return it to me.

Very truly yours,


/s/  Robert E. Thrailkill
---------------------------
Robert E. Thrailkill
President

We are in agreement with the above conditions.

Date    6/5/97                  Pioneer Sand Company, Inc.


                                By:  /s/ Kevin Holmstrom
                                    -------------------------

                                Title: Credit Manager
                                       -----------------------