Exhibit 10.13

                         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 June 10, 1998  ("Effective  Date")  between
Bishop Powers,  Ltd., a Colorado limited partnership  ("Seller") and Sam Khanfar
("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.  Attached hereto as Exhibit B is a Concept Plan
showing  the  approximate   configuration  and  location  of  the  Property  (as
hereinafter  defined).  Purchaser  proposes to use the Property (as  hereinafter
defined) for a Country  Kitchen  restaurant  ("Purchasers  Intended  Use");  and
intends to develop the Property substantially as shown on the Concept Plan.

     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  3.21c).  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  $400,000.00  (the  "Purchase  Price"),  adjusted as
provided in Section 3.2(c).  The Purchase Price will be paid by Purchaser in the
following manner:

     2.1 Earnest  Money  Deposit.  Purchaser  has deposited the sum of $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").  On or before  July 10,  1998,
Purchaser shall deposit an additional  $5,000.00 as earnest money with the Title
Company.  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
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").


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     3.2 Title  Documents.  On or before July 10, 1998,  Seller shall deliver to
Purchaser at Sellers 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 owners  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 - t1he square
footage of the Property.  The Survey shall also contain the certification of the
surveyor sufficient for deletion of the standard survey exception from the Title
Commitment,  and shall be certified to Purchaser and Purchaser's  lender. If the
square  footage of the Property as  determined  by the Survey is different  than
43,580 square feet,  then the Purchase  Price shall be increased or decreased at
the rate of $9.18 per square foot for every square foot by which the area of the
Property exceeds or is less than 43,580 square feet.

     3.3  Defects  of  Title.  Purchaser  shall  have the right to object to any
defect of title which appears in the Title  Documents and which renders title to
the  Property   unmerchantable  or  which  makes  the  Property  unsuitable  for
Purchaser's  Intended  Use (a "defect of title").  Any  objection to a defect of
title  must be in  writing  and must be  received  by Seller  no later  than the
expiration  of the  Inspection  Period (as defined in Section  4.2).  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.

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     SECTION 4. INSPECTION OF PROPERTY.

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

     4.2 Inspection Period. Purchaser shall have from the Effective Date through
August 10, 1998 (the "Inspection  Period"), in which to determine whether or not
the Property is suitable for Purchaser's Intended Use, which determination shall
be in Purchaser's  sole  discretion.  At anytime  during the Inspection  Period,
Purchaser  shall  have the  right to  terminate  this  Agreement  and all of its
obligations  hereunder by providing  written notice to Seller of its election to
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.  In the event  Purchaser  completes its  inspection
prior to August 10, 1998, and is satisfied with the results  thereof,  Purchaser
may so notify Seller, and upon receipt of such notice by Seller, the Purchaser's
right of  termination  set  forth in this  Section  4.2  shall  end and be of no
further force or effect.

     4.3 Access to Property.  During the  Inspection  Period,  Purchaser and its
agents  arid  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.

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

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

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

     SECTION 6. CONDITION OF PROPERTY; DISCLAIMER OF WARRANTIES.

     6.1 As Is. Except as specifically  set forth in Sections 5,10, 11 and 16 of
this Agreement:

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

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

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

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

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

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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. ".
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) The Plat referenced in Section 10.6 has been recorded.

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

          (e) Purchaser shall have obtained,  on or before August 10, 1998, each
of the following: (i) financing for the purchase of the Property, the completion
of on-site  development  work and the  construction  of the  improvements on the
Property, in such amounts and on such terms as Purchaser deems reasonable;  (ii)
a franchise for the operation of a Country  Kitchen  restaurant on such terms as
Purchaser deems reasonable,  and approval by the franchisor of the Property as a
site for a Country  Kitchen;  and (iii) bids  satisfactory  to Purchaser for the
completion of Purchaser's  on-site  development work. In the event Purchaser has
not obtained any of the foregoing,  Purchaser may, at its option, terminate this
Agreement and all of its obligations hereunder by written notice to Seller given
on or before  August 10, 1998,  and upon  termination  the Title  Company  shall
immediately  return  the  Earnest  Money  Deposit  to  Purchaser.  In the  event
Purchaser  fails to give  notice to Seller of its  election to  terminate  on or
before August 10, 1998, the conditions set forth in this Section 7.1(e) shall be
deemed  satisfied  and waived by  Purchaser.  If the  foregoing  conditions  are
satisfied  on or before  August  10,  1998,  or  Purchaser  elects to waive such
conditions, Purchaser may so notify Seller in writing.

     Insofar as Purchaser has  direction and control over any of the  foregoing,
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 the date  specified,  or if no date is  specified,  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.

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

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

          (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.

     Insofar as Seller has  direction  and  control  over any of the  foregoing,
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.

     SECT110N 8, CLOSING.

     8.1 Closing Date. The closing of the purchase and sale of the Property (the
"Closing") shall occur ten (10)business  days following notice to Purchaser from
Seller that the City has approved the Plat (the "City Approvals"), provided that
the Plat has been recorded by Closing. The Closing shall occur at the offices of
the Title Company.  In the event Closing has not occurred on or before September
10, 1998,  then either party may (provided it is not in default  hereunder),  by
written notice to the other, elect to terminate this Agreement.  Upon receipt of
such notice of termination  by the party to whom it is directed,  this Agreement
shall  terminate,  and upon such  termination the Title Company shall return the
Earnest Money Deposit to Purchaser.

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

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

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

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

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

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

          (b) A FIRPTA Affidavit.

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

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

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

     9.2  Miscellaneous  Closing Costs.  -Seller shall pay the costs  associated
with providing  Purchaser with the title insurance  policy  described in Section
3.2. A 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  Obligations.  On or before the earlier to occur of
(i) 30 days  following  the  date on  which  Seller  has  received  notice  that
Purchaser  has ended its  inspection  rights  pursuant  to  Section  4.2 and has
satisfied or waived the conditions  pursuant to Section  7.1(e),  or (ii) August
10, 1998 (the "Plat  Submittal  Deadline"),  Seller shall complete and submit to
the City for its approval  the Plat (as  hereinafter  defined) of the  Property.
Seller  shall use its  reasonable  efforts to obtain the City's  approval of the
Plat. It is anticipated  that none of the Development  Work will be completed by
Closing.  Should Closing occur, Seller shall substantially  complete all On-Site


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Development  Work and all Off-Site  Development  Work (with the exclusion of any
required  improvements  to the Sand Creek Drainage  channel,  which Seller shall
complete as promptly as reasonably  possible)  within ninety (90) days following
Closing,  provided,  however,  that if  completion  of the Work is  delayed as a
result  of any cause or causes  which  Seller  is,  despite  it best  commercial
efforts,  unable to prevent or  overcome,  including  but not limited to acts of
God, strikes, walkouts or other labor disputes, shortages of labor or materials,
riots,  civil  strife,  war, or acts of a public enemy ("Force  Majeure"),  such
period to be extended by any periods of delay caused by the Force Majeure events
(the  "Completion  Date").  In the event Seller has not  completed the foregoing
Work on or before  the  Completion  Date,  Seller  shall be  subject  to a delay
penalty of $750 per day for each day beyond the Completion Date that the Work is
not substantially complete,  provided,  however, that such delay penalties shall
not exceed $10,000.  Any delay  penalties  shall be paid to Purchaser  within 10
days following Purchaser's written demand for such payment.

     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 by
the City to be completed  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 as shown on the
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.  It shall be  Purchaser's  sole
responsibility to complete and submit to the City for its approval,  Purchaser's
Development  Plan for the Property.  Purchaser  acknowledges  that in accordance
with the provisions of the 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  Purchaser's
Development  Plan  for  the  Property  to  the  City,   Purchaser  shall  submit
Purchaser's  Development  Plan to Seller for  approval  in  accordance  with the
CC&R's.  Purchaser  shall not permit any  development  plan to become  final and
binding on the Property or Seller until after Closing. Purchaser shall be solely
responsible  for obtaining the City's approval of Purchasers  Development  Plan,
and Seller will cooperate with Purchaser's efforts to obtain the City's approval
of Purchaser's Development Plan.

     10.6  Concept  Plan and  Platting.  Purchaser  has  received  a copy of the
Concept Plan approved by the City, and hereby  acknowledges  it has approved the
same.  Purchaser  acknowledges  that  the  Property  must be  platted  and  that
governmental  authorities  will require a plat ("Plat") of the  Property,  to be
approved  in  accordance  with  applicable  zoning  laws  and  City  subdivision
ordinances.  The Plat must be  approved by the City and  recorded,  prior to the


                                        8


<PAGE>


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 Plat.

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

     10.8 Utility  Service.  Seller shall be  responsible  for extending  water,
natural gas,  electric and sewer utility  lines from their current  locations to
the boundary of the Property,  for repairing streets damaged by such extensions.
Purchaser  shall be  responsible  for  extending  such  utility  services to the
improvements  it  constructs  on the  Property  and for  paying  all  tap,  line
extension  and  other  City  imposed  charges  and fees in  connection  with the
extension of such utility services to the improvements.  Purchaser  acknowledges
that the City  installs all  electric  lines and that  Purchaser  will be solely
responsible for making  arrangements  with the City's Department of Utilities to
extend electric lines and to provide  electrical  service to meet the particular
needs of the  improvements  to be constructed  or. 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 Concept Plan. 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 outside of the Property that relate to development on
the  Property.  Purchaser  facilities  required  by  the  City  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 any 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,
including without limitation park and drainage fees.

     10.12 Purchaser's Approval Rights.  Seller shall, on or before fifteen (15)
days prior to the Plat Submittal  Deadline  described in paragraph  10.2, at its
expense, prepare and deliver to Purchaser the following:

          (a) The Grading Plan;

          (b) The proposed Plat;

          (c) The Amended CC&R's (as defined in Section 11. 1).

                                        9


<PAGE>



Purchaser  shall have five (5) 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 to be located at the Southern end of the Center)
to be located at 'the  northern  end of the Center (the  "Center Sign - North"),
which may  identify the Center and provide for  additiona1  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,  if Purchaser so elects,  to 16.67% of the total signage  available on
the Center  Sign-North  for  identification  of the business  operated  from the
Property.  Purchaser shall make its election to participate in the Center Sign -
North,  within ten (10) days  following  notice  from  Seller  that the City has
approved  such sign.  If Purchaser  elects to  participate,  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 Purchaser's  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
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  a  full  service,  family-style,  sit-down,  breakfast
restaurant,  no  other  portion  of the  Center  shall be used  primarily  for a
full-service,  family-style,  sit-down, breakfast restaurant, provided, however,
that such restriction  shall not prevent other property in the Center from being
used primarily for the conduct of restaurant  operations that are different than
those described above such as, by way of example and not limitation, restaurants
that offer liquor  services,  emphasize other than breakfast  menus, or are open


                                       10


<PAGE>


primarily for dinner or evening meals.  Examples of restaurant  operations  that
would be prohibited by the foregoing restriction are Dennys,  Village Inn, IHOP,
COCO's,  Perkins and Gunther  Toody's.  Examples of the types of restaurant  not
falling  within  the above  restriction  are  Texas  Steakhouse,  TGI  Friday's,
Chicago's, Applebee's, Outback, Macaroni Grill and any "fast food" establishment
such as McDonald's , Wendy's, Burger King, and Taco Bell.

          (c) Provide that any private  roadways shall be governed by the CC&R's
and each property owner within the Center shall pay its  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. Reserved.

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

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

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

     15.1 Default by Purchaser. If Purchaser shall default in the performance of
its obligations  hereunder,  Seller shall have the right to either (a) terminate
this  Agreement  and retain the  Earnest  Money  Deposit,  or (b)  enforce  this
Agreement through an action for specific performance and damages.

                                       11


<PAGE>



Purchaser and Seller hereby agree that if Seller elects to recover  damages from
Purchaser,  Seller's damages shall not exceed $50,000,  and Seller hereby waives
its right to recover damages from Purchaser in excess of such amount,  including
without limitation any loss of profits,  consequential damages, punitive damages
or any other  damages  or losses  suffered  by  Seller in  connection  with this
Agreement.

     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 Coldwell Banker Commercial/Walker
& Co.  (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,  finders 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 current 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 50 percent of the voting  shares or rights of
such other entity,  or controls in any manner the election or  appointment  of a
majority of the  directors,  trustees or managers of another  entity,  or is the
general  partner in or has  contributed  more than 25 percent of the  capital of
such other entity.

     SECTION 18. MISCELLANEOUS.

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

     If intended for Seller, to:

                                       12


<PAGE>



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

     If intended for Purchaser, to:

           Sam Khanfar
           8065 Hwy 83
           Colorado Springs, CO 80920

     with a copy in each case to:

           Flynn McKenna Wright & Karsh, 11c
           Plaza of the Rockies, Suite 202
           111 South Tejon
           Colorado Springs, Co 80903
           Attn: R. Tim McKenna

     and to:

           Law, Offices of Gary F. Dailey
           526 South Nevada Avenue
           Colorado Springs, CO 80903
           Attn: Erika M. Kaiser

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.

     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 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


                                       13


<PAGE>


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

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

     18.8 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  Survival  of   Representations   and   Warranties.   All  covenants,
agreements,  representations and warranties made hereunder or pursuant hereto or
in consideration of the transactions contemplated hereby shall survive Closing.

     18.12  Duration  of  Offer.  Purchaser  has  executed  and  submitted  this
Agreement  to Seller as an offer for  acceptance  by Seller to be  evidenced  by
Seller's  execution of this Agreement.  Purchaser's offer as represented by this
Agreement  shall  continue in effect only until June 15, 1998.  If Purchaser has
not received a copy of this Agreement executed by Seller on or before that date,
Purchaser's  offer and this Agreement shall  immediately  terminate and shall no
longer be of any force or effect.

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:

                             /s/   Sam Khanfar
                             ---------------------------------------------------
                                   Sam Khanfar

                                       14


<PAGE>



                               AGREEMENT OF BROKER

 The undersigned,  as Broker hereunder,  acknowledges and agrees that Section 16
 of the foregoing Agreement correctly sets forth the understanding and agreement
 between  Broker,  Seller and Purchaser  relating to the payment of a commission
 resulting from the sale of the Property.

 BROKER:

      Highland Commercial Group, LLC

      By: /s/   Bennett F. Tuck
          ----------------------------
      Its:
          ----------------------------

      Coldwell Banker Commercial/Walker & Co.

      By: /s/ Paul Kuyper
          -----------------------------
      Its: Agent
          -----------------------------

                                       15


<PAGE>



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



 Exhibit A           Legal Description of Center

 Exhibit B           Concept Plan

                                       16


<PAGE>


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

                     (Legal Description of Center Omitted)



                                       17

<PAGE>


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


                             (Concept Plan Omitted)



                                       18