BISHOP CAPITAL CORP
10SB12G/A, 1997-03-17
REAL ESTATE
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-SB/A

                 General Form For Registration of Securities of
                             Small Business Issuers
        Under Section 12(b) or (g) of the Securities Exchange Act of 1934



                           BISHOP CAPITAL CORPORATION
                  --------------------------------------------
                 (Name of Small Business Issuer in its charter)


           Wyoming                                           84-0901126
- -------------------------------                           ------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

  716 College View Drive, Riverton, WY                          82501
 --------------------------------------                       --------
(Address of principal executive offices)                     (Zip Code)

                                 (307) 856-3800
                            ------------------------
                           (Issuer's telephone number)


Securities to be registered under Section 12(b) of the Act:

                                      None

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)


<PAGE>

                                     Part I


Item 1.   Description of Business
          -----------------------

The Company

Bishop  Capital  Corporation,  formerly  known as  Bishop  Cable  Communications
Corporation,  (the "Company") was originally  incorporated under the laws of the
State of Colorado on February 22, 1983 and reincorporated  under the laws of the
State of Wyoming on June 2, 1992. On November 22, 1995, the Company  changed its
name.  The  Company is  primarily  engaged in the  development  and sale of real
estate.  Since  inception,  the Company has been a wholly-owned  subsidiary of a
public company listed on Nasdaq.

In December 1995, the Company's parent corporation,  then known as Metro Capital
Corporation   ("Metro"),   upon  approval  of  its  shareholders,   completed  a
transaction  with Karlton Terry Oil Company and its affiliates  ("KTOC") whereby
KTOC  exchanged  certain oil and gas  properties  for 80% of the then issued and
outstanding  voting  securities of Metro (the  "Transaction"  or the "Metro/KTOC
Transaction").  Metro and KTOC previously  were not affiliated.  Prior to and in
connection  with the  Transaction,  Metro  transferred  all of its assets to the
Company,  except for $700,000  cash and an  insignificant  oil  property.  These
transferred  assets,  together with the Company's  previously owned assets,  are
being operated autonomously by the prior management of Metro who became officers
and  directors  of the  Company  pursuant  to the  terms of  separate  five-year
Operating and Voting Agreements (as discussed in Item 7). Upon completion of the
Transaction,  the parent  corporation's  name was changed to American Rivers Oil
Company  ("AROC").  Management  of KTOC  succeeded to the board of directors and
serve as officers of AROC operating the oil and gas properties  previously owned
by KTOC.

As a result of the  Transaction,  AROC and the Company have separate  businesses
under separate  management.  Pursuant to the terms of the  Transaction,  AROC is
distributing  the shares of the  Company as a partial  liquidating  dividend  to
holders of AROC  Common  Stock (the  "spin-off").  The  spin-off  record date is
November 18, 1996, and it is intended that the spin-off will occur shortly after
this Form 10-SB becomes effective.

The only class of securities of the parent  corporation  issued and  outstanding
prior to the Transaction was Common Stock.  Under the terms of the  Transaction,
the parent  corporation  issued Class B Common Stock to KTOC in order to exclude
KTOC from  participation  in the  spin-off.  The holders of Class B Common Stock
possess the same rights as the holders of Common  Stock  except that the Class B
Common Stock is not entitled to  participate  in any  distribution  of shares or
assets of the Company.  The Class B common stock is convertible on a one-for-one
share basis into AROC's Common Stock  commencing  36 months from December  1995.
All of the Class B Common  Stock was issued to KTOC in the  Transaction,  95% of



                                       -2-

<PAGE>


which is beneficially  owned by AROC's officers and directors.  The Common Stock
was  beneficially  owned by Metro's  shareholders at the time of the Transaction
and none was owned by KTOC. The current ownership of AROC's Common Stock held by
its  principal  stockholders  (greater  than 5%) is 35%,  including 11% which is
beneficially owned by a director.  

In February 1997,  AROC announced that it anticipated  executing an agreement to
merge with Opon  Development  Company (ODC) in the near future.  The transaction
was previously  announced in November 1996.  ODC's only asset is a 4.55% working
interest in and to the Opon oil and gas field in Colombia,  South  America which
is operated by Amoco Colombia  Petroleum  Corp.,  with Hondo Magdalena Oil & Gas
Company being the other  partner.  Completion of the merger would be subject to,
among other conditions,  obtaining project financing for ODC's Colombian project
and shareholder approval of both companies. The companies intend to merge into a
new company whose shares are to be registered  with the  Securities and Exchange
Commission  and issued to acquire  all  outstanding  AROC and ODC  shares.  Upon
conclusion of the merger, ODC shareholders would own 90 - 95% of the new company
and ODC  management  would  operate  the  company.  AROC's  current  oil and gas
operations  are  expected to continue in a subsidiary  of the new  company.  The
merger is expected to be completed in the second quarter of 1997 but there is no
assurance that the transaction  will be completed.  This  transaction,  which is
unrelated to the Metro/KTOC Transaction, will have no effect on the spin-off nor
will any assets of AROC be contributed to the Company.

The  Company's  operations,  prior to the  transfer of assets  from Metro,  were
primarily  related  to real  estate  development  and  sales  (see  Item 1 "Real
Estate").  In connection  with the  Metro/KTOC  Transaction,  Metro  transferred
assets  of  $1,731,000  (excluding  $700,000  cash  from the sale of  marketable
securities and an insignificant oil property) and related liabilities of $41,000
to  the  Company.  The  assets  transferred  included  $1,055,000  in  cash  and
marketable  securities,  net  property  and  equipment  of $200,000  and net gas
royalty interests of $400,000.

The success of the Company depends,  among other factors, upon the trends of the
economy,  including interest rates, construction costs, governmental regulations
and legislation, including environmental requirements, real estate fluctuations,
retailing trends,  population trends, zoning laws, availability of financing and
capital on  satisfactory  terms and the ability of the  Company to compete  with
other owners and developers with greater resources and whose management may have
more experience than the Company's officers.

Under various federal, state and local laws, ordinances and regulations relating
to the protection of the environment, a current or previous owner of real estate
may be liable for the cost of removal or  remediation  of certain  hazardous  or

                                       -3-

<PAGE>

toxic  substances  disposed,  stored,  released,   generated,   manufactured  or
discharged  from, on, at, onto,  under or in such property.  Environmental  laws
often impose such liability  without regard to whether the owner knew of, or was
responsible for, the presence or release of such hazardous or toxic  substances.
The Company engaged an independent  environmental engineer to complete a Phase I
Environmental Assessment ("Assessment") on the 20 acre parcel being developed in
Colorado  Springs,  Colorado.  The Assessment did not reveal any  non-compliance
with  environmental  laws. The Company is not aware of any  non-compliance  with
environmental laws, environmental liability or other environmental claims on its
real estate  properties  that the Company  believes would likely have a material
adverse effect on the Company.

The Company also has a royalty interest in a natural gas property.  As such, the
Company  receives a specified  portion of the gas produced  less  related  state
severance or production taxes.

The Company had four full-time employees as of February 28, 1997.

Real Estate

In October 1993, the Company entered into two limited partnership  agreements to
purchase  approximately  90  contiguous  acres  of  land  in  Colorado  Springs,
Colorado.  The property  surrounding the acreage is primarily retail development
(restaurants,  major grocery chains, gas stations,  convenience stores and small
retailers) to serve nearby residential developments.  A summary of the Company's
participation in each partnership is as follows:

     (1) The Company contributed  $250,000 cash to the first partnership (Bishop
Powers,  Ltd.) which  purchased  approximately  55 acres of land for  commercial
development.  The Company,  as general  partner,  has an 81%  interest  with the
remaining 19% interest held by the limited  partner (Powers Golf LLC) who is the
general partner in the second  partnership  discussed below. The Company will be
allocated  100% of the income and losses  until it has been paid  $600,000  plus
interest thereon at 8% per annum (not to exceed $100,000) after which the income
and losses will be allocated 81% to the Company and 19% to the limited  partner.
The Company,  as general partner,  has exclusive  management of the partnership.
Any transfer of a limited partner's interest requires the written consent of the
general partner. The Company is planning a three phase development of commercial
pad sites for the 20 acre parcel as discussed in Item 3. The remaining 35 of the
55 acres is not being developed at the present time.

     (2) The Company  contributed  $100,000 cash to the second partnership (Z-H,
Ltd.)  which  purchased  approximately  35  acres  of land  on  which  Z-H  Ltd.
constructed  a  recreational  facility  consisting  of a 60 station golf driving
range, 36 holes of miniature golf, 9 baseball/softball  batting machines,  and a
1,200 square foot clubhouse. This facility, which encompasses all of the acreage
purchased,  commenced  operations  in July 1994.  The  Company,  as the  limited
partner, has a


                                      -4-

<PAGE>
  
19% interest with the remaining 81% interest held by the general partner (Powers
Golf LLC). There is no affiliation  between the Company and Powers Golf LLC. The
Company contributed an additional  $250,000 when certain financing  requirements
in the  partnership  consisting of $800,000 of debt  financing were fulfilled by
the  general  partner.  The  Company  is not a  guarantor  of any  debt  in this
partnership  and the general  partner cannot incur  additional  debt without the
prior  written  consent of the Company.  The Company is not required to make any
further capital contributions to the partnership. The Company also has the right
of first refusal relating to the sale of partnership assets. The general partner
is  having  preliminary  discussions  with  an  unrelated  third-party  who  has
expressed  an interest in leasing the  facility.  The  partnership  has incurred
losses  from  operations  since  inception.  There  is  no  assurance  that  the
operations will become  profitable in the near future. At December 31, 1996, the
net carrying value of the Company's 19% interest is $224,000.

The undeveloped real estate is subject to local zoning laws and regulations. The
undeveloped  real  estate  must be  surveyed,  designed  and  platted  and  then
submitted to the appropriate governmental authorities for approval,  permits and
agreements  before it can  commence  development.  The ability of the Company to
obtain  necessary  approvals  and permits for its planned  development  is often
beyond the Company's control. The length of time necessary to obtain permits and
approvals  increases  the carrying  costs of  unimproved  land  acquired for the
purpose of  development.  The western  boundary of the  undeveloped  real estate
borders a drainage channel and appropriate governmental authorities will require
that certain  improvements be made along the drainage channel as sections of the
undeveloped  land are platted for  development.  The Company  estimates that the
total drainage channel improvement costs will approximate $400,000.

The Company  entered into Purchase  Agreements  to sell the following  tracts of
land:  (i) 1.14 acre to Diamond  Shamrock  Refining  and  Marketing  Company for
$388,850  for a  combination  gasoline  sales,  convenience  store  and car wash
facility;  (ii) 1.04 acre to a Taco Bell  franchisee  for not less than $350,000
(purchase  price to be adjusted up if actual size of platted lot is greater than
size stated in Purchase Agreement) for a fast-food facility;  and (iii) .92 acre
to State Bank & Trust for $330,627 (purchase price to be adjusted if actual size
of platted lot exceeds or is less than size stated in Purchase  Agreement) for a
branch bank facility.  The Company has submitted the concept plan for Phase I of
the  development  to the  appropriate  governmental  authorities  for review and
approval. Upon approval of this concept plan, a final plat will be submitted for
approval and  recordation.  The Company expects the approvals and recordation to
be completed  on or before  April 30, 1997.  The Taco Bell closing will occur 20
days  after  final  approval  of  the  plat  by  the  appropriate   governmental
authorities.  The State Bank & Trust closing will occur 10 days following notice
from the Company that the final plat has been  recorded;  however,  State Bank &
Trust can extend the closing for a period of 45 days by giving written notice to
the Company on or before the date set for closing and  providing  an  additional
$25,000 earnest money deposit.  The Diamond Shamrock closing will occur when the
purchaser has obtained all required permits  necessary to construct the facility
on the property; however, if purchaser has not closed within 180 days after plat
recordation, the contract will terminate.


                                       -5-

<PAGE>

In October 1995 the Company  acquired  approximately 5 acres of undeveloped real
estate in Riverton,  Wyoming for $80,000 and  developed the parcel into a 15 lot
subdivision.  The improvements (utilities,  drainage,  roadway, etc.) which were
completed  in  September  1996  cost  approximately  $154,000.  In June 1996 the
Company entered into a one year listing  agreement with a real estate  brokerage
company to market at a 6% commission rate the improved lots.

Natural Gas Royalty Interest

In December 1990, the Company  purchased a royalty  interest in certain  natural
gas   properties   located  in  Wyoming  from  an  unrelated   third-party   for
approximately  $1,050,000.  At December 31, 1996, the net carrying value of this
interest, which is being amortized over 8 years, is $267,000. In connection with
the purchase,  the Company formed a tax partnership  (Bridger Creek Partnership)
which allocates to the Company, as general partner,  the first $40,000 of annual
net income (as  defined)  from the  partnership  and 80% of annual net income in
excess of  $40,000.  After the  Company has  received  cumulative  net income of
$1,050,000,  plus  interest at prime  adjusted  semi-annually,  the Company will
receive 60% of the annual net income thereafter.

The royalty  interests  are in the Madden Unit which  produces  natural gas from
producing  horizons  between  5,500 and 24,000 feet. A gas  processing  plant in
which the Company has no ownership  interest treats the "sour gas" produced from
the Madison formation (24,000 feet). The plant processes 50 MMCFD (million cubic
feet per day) from two  completed  Madison  wells.  The plant  products  include
methane,  sulfur and carbon dioxide.  The Company's  royalty  interests are only
subject  to plant  processing  costs and  severance  and ad valorem  taxes.  The
Company  and other  royalty  owners  are  currently  negotiating  with the plant
operator to eliminate the deduction of certain processing costs which may not be
in accordance with applicable state rules and regulations.

Reserve  information  relating to the natural gas royalty interests owned is not
included  because the  information  is not made  available  to royalty  interest
owners  by  Louisiana  Land  and  Exploration   Company,  the  operator  of  the
properties.

Item 2. Management Discussion and Analysis of Financial Condition and Results of
        Operations
        ------------------------------------------------------------------------

In connection with the Metro/KTOC  Transaction  discussed in Item 1, the Company
is being operated  autonomously by the prior management of Metro pursuant to the
terms of separate five-year  Operating and Voting  Agreements.  (Please refer to
Item 7 for a discussion  of these  Agreements.)  Accordingly,  the  accompanying
financial  statements include the consolidated  operating results and cash flows
of Metro until December 8, 1995 when the change of control  occurred.  Beginning
in December  1995,  the Company's  consolidated  operating  results  include the
operations associated with the assets and liabilities transferred from Metro.



                                       -6-
<PAGE>


The  Company  believes  that  this  report  contains   certain   forward-looking
statements,  as defined in the Private Securities Litigation Reform Act of 1995,
including,  without  limitation,  statements  containing  the words  "believes,"
"anticipates,"  "estimates,"  "expects,"  "may" and words of similar import,  or
statements of management's  opinion.  Such  forward-looking  statements  involve
known and unknown  risks,  uncertainties  and other  factors which may cause the
actual  results,  performance  or  achievements  of the Company to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking statements.

The following  discussion and analysis  should be read in  conjunction  with the
Company's Consolidated Financial Statements and Notes thereto.

Results of Operations for the Years Ended March 31, 1996 and 1995

The fiscal 1996 net loss of $144,000  decreased  by $442,000 or 79% over the net
loss  for  fiscal  1995  primarily  due to a  gain  on the  sale  of  marketable
securities of $688,400 offset by $150,000 of  professional  fees relating to the
Metro/KTOC Transaction.

Revenue

Gas royalty  revenue  increased by $1,800 or 3% from fiscal 1995 to fiscal 1996.
Natural gas production was 49,148 mcf in fiscal 1996, or a 25% increase compared
to 1995 (39,383 mcf) and was  primarily  due to the "sour" gas  treatment  plant
becoming operational in March 1995. The production increase, however, was offset
by a 21% decrease in the average  sales price of natural gas  ($1.36/mcf in 1996
compared to $1.72/mcf in 1995).

Costs and Expenses

The only production costs incurred in connection with the Company's  natural gas
royalty  interests  are for gas plant  processing  charges and  severance and ad
valorem taxes.  These costs  increased by $9,600 or 100% in fiscal 1996 compared
to fiscal  1995 due  primarily  to the gas plant,  which  processes  "sour gas",
becoming  operational  in March 1995.  The Company and other royalty  owners are
presently  negotiating  with the plant operator to decrease the plant processing
cost per mcf being charged to the royalty owners.

General and  administrative  expenses  increased  $234,000 or 17% in fiscal 1996
compared to fiscal  1995  resulting  primarily  from legal and  consulting  fees
incurred  in  connection  with the  December  1995  Metro/KTOC  Transaction  and
compensation  expense being  recorded in connection  with the issuance of common
stock to employees from the Company's stock bonus plan and two outside directors
receiving common stock as compensation for services.

Depreciation and amortization  decreased $6,500 or 4% in fiscal 1996 compared to
fiscal 1995 as a result of a decrease in depreciable assets.


                                       -7-
<PAGE>

Other

Interest and dividend income decreased $19,000 or 21% in fiscal 1996 from fiscal
1995 due to the sale of marketable equity and fixed income securities.

Rental income decreased $6,000 or 32% in fiscal 1996 from fiscal 1995 due to the
nonrenewal of an office lease in fiscal 1995.

The gain on sale of marketable  securities  in fiscal 1996 of $688,000  resulted
primarily from the sale of equity securities with a low cost basis in connection
with the Metro/KTOC  Transaction.  The Company does not anticipate having a gain
of this magnitude in the near future.

The equity in limited  partnership loss represents the Company's share of losses
as  a  19%  limited  partner  in  a  golf  driving  range,  miniature  golf  and
baseball/softball  batting cage recreational facility which commenced operations
in July 1994.

The discontinued operations of an oil property relates to the oil property which
was not  transferred to the Company in connection with the December 1995 reverse
acquisition.

Results of Operations for the Nine Months Ended December 31, 1996 and 1995

The net loss for the nine months ended  December 31, 1996  increased by $377,000
over the net loss of $27,000 for the nine months ended  December  31, 1995.  The
increase  is  primarily  due to a  decrease  in the  gain on sale of  marketable
securities of $634,000  (1996 compared to 1995) offset by  professional  fees of
$150,000 related to the Metro/KTOC Transaction in December 1995.

Revenue

Gas royalty  revenue for the nine months ended  December 31, 1996 decreased $400
or less than 1% over the  comparable  period in 1995.  The  decrease  in revenue
resulted from the gas processing  plant  incurring a shutdown in August 1996 for
normal repairs and maintenance and a mechanical  breakdown in September 1996. As
a  result,  natural  gas  production  decreased  10% for the nine  months  ended
December 31, 1996 (32,723 mcf) compared to the comparable period in 1995 (36,488
mcf).  However,  the average sales price per mcf increased to $1.44 for the nine
months ended  December 31, 1996  compared to $1.28 in the  comparable  period in
1995.

Costs and Expenses

Gas  processing and  production  taxes  decreased $300 or 2% for the nine months
ended  December 31, 1996  compared to the same period in 1995.  Although the gas
processing plant was shut down for repairs and maintenance in 1996, the decrease
in plant processing  costs was offset by the plant operator  recovering from the
Company, in equal monthly amounts in 1996, the difference between the actual and
estimated  annual  plant  processing  charges for the period  April 1995 through
December 1995.

                                       -8-

<PAGE>


General and administrative  expenses for the nine months ended December 31, 1996
decreased  $241,000  or 38%  compared  to the  comparable  period  in 1995.  The
decrease reflects a reduction in professional fees which were higher in 1995 due
to the Metro/KTOC Transaction.

Depreciation  and  amortization  for the  nine  month  periods  in 1996 and 1995
remained comparable.

Other

Interest and dividend income decreased  $19,000 or 35% for the nine months ended
December 31, 1996 compared to 1995 due to the sale of marketable securities.

Gain on sale of  marketable  securities  decreased  $634,000 or 92% for the nine
months  ended  December  31, 1996  compared to 1995.  In 1995,  the Company sold
equity  securities with a low cost basis to generate cash in connection with the
Metro/KTOC Transaction.

Equity in limited  partnership  loss decreased $8,000 or 21% for the nine months
ended December 31, 1996 compared to 1995. The limited  partnership's  operations
for the nine months ended  December 31, 1996 reflected a 7% increase in revenues
with a  corresponding  decrease of 6% in costs and expenses when compared to the
comparable  period in 1995.  Although the loss in the current  period  decreased
compared to the prior period,  there is no assurance  that the  operations  will
continue to improve or become profitable in the near future.

Financial Condition

At December 31, 1996, the Company had working capital of $482,000.

The following summary table reflects  comparative cash flows for the Company for
the nine  months  ended  December  31, 1996 and 1995 and for the two years ended
March 31, 1996:

<TABLE>
<CAPTION>
                                                 Nine Months Ended               Years Ended
                                                   December 31,                   March 31,
                                               ---------------------       -----------------------
                                                  1996        1995            1996          1995
                                                  ----        ----            ----          ----

<S>                                            <C>         <C>             <C>           <C>       
   Net cash used in operating activities       $(249,800)  $(286,600)      $(321,200)    $(307,900)
   Net cash provided by investing activities     216,500     396,500         262,700       439,300
   Net cash  used in financing activities             --          --              --       (46,500)
</TABLE>

Net cash used in  operating  activities  of $249,800  for the nine months  ended
December  31,  1996  compared  to $286,600  for the  comparative  period in 1995
reflects reduced  operating  expenses and the discontinued  operations of an oil
property.  Net cash used in  operating  activities  increased  from  $307,900 in
fiscal 1995 to $321,200 in fiscal 1996  primarily  due to decreased  oil revenue
accompanied by increased production costs.


                                       -9-

<PAGE>

Net cash provided by investing  activities totaled $216,500 and $396,500 for the
nine months ended December 31, 1996 and 1995, respectively. The Company utilized
net cash  proceeds of $330,500 from the sale of  marketable  securities  for the
period ended December 31, 1996 for capital  expenditures of $138,000,  advancing
funds of $120,000  under notes  receivable  offset by $121,300 of proceeds  from
notes receivable and funding of operating  activities.  The capital expenditures
primarily  relate to  improvements on undeveloped  land in Wyoming.  The Company
loaned $100,000 to its parent company which was  subsequently  repaid during the
nine months ended  December 31, 1996.  During the nine months ended December 31,
1995,  the Company  utilized net cash  proceeds of  $1,140,000  from the sale of
marketable  securities  primarily  for  capital  expenditures  of  $96,000,  the
transfer of $700,000 cash in the Metro/KTOC Transaction and funding of operating
activities.  In fiscal 1996,  net cash proceeds of  $1,095,500  from the sale of
marketable  securities  were  primarily  utilized  for capital  expenditures  of
$155,000,  the  transfer  of $700,000  cash in the  Metro/KTOC  Transaction  and
funding of operating  activities.  In fiscal 1995, net cash proceeds of $461,300
from the sale of marketable  securities were utilized  primarily for the funding
of operating activities.

There were no cash flows from  financing  activities  for the nine months  ended
December 31, 1996.  The Company had  short-term  borrowings  and  repayments  of
$60,000 in fiscal 1996 and $40,000 for the nine months ended  December 31, 1995.
Net cash used in financing  activities  of $46,500 in fiscal 1995 related to the
acquisition of treasury stock.

The Company's material  commitments for capital  expenditures in the next twelve
months will be in conjunction with the development of Phase I of the real estate
located in Colorado Springs, Colorado. The Company has entered into contracts to
sell  three  lots.  The  Company  has  engaged  outside  consultants  to develop
specifications  and bid  packages  for  roadway,  drainage  channel  and on-site
(grading,  utilities,  etc.)  improvements  related  to  Phase I  consisting  of
approximately  5 acres.  The amount of such commitment is estimated to be in the
range of $400,000 to $500,000.  The Company expects that such  expenditures will
be funded through the proceeds  realized from the sale of lots,  working capital
and/or letters of credit collateralized by real estate.

Item 3.  Description of Property

The  Company's  principal  properties  consist of 55 acres of  undeveloped  real
estate in Colorado and a 15 lot subdivision and natural gas royalty interests in
Wyoming. None of the properties are held subject to any major encumbrance.



                                      -10-

<PAGE>


Real Estate Investment Policies

The Company's  major  investment  in real estate is the 55 acres of  undeveloped
real estate in Colorado Springs, Colorado which was acquired in October 1993 and
consists  of  separate 20 acre and 35 acre  parcels.  The  Company is  presently
planning  a three  phase  development  of  commercial  pad sites for the 20 acre
parcel. Phase I of the development,  consisting of approximately  183,000 square
feet,  includes 5 lots of which the Company has entered into Purchase Agreements
on three  lots.  The  Company has  engaged  outside  consultants  to prepare the
necessary Phase I documentation  (surveys,  designs and plats) for submission to
the appropriate  governmental  authorities for approval and permits. The Company
will be required to make  improvements  to the  drainage  channel on the western
boundary  of the  land in  Phase I as  discussed  in Item  1.  The  Company  has
submitted the Phase I concept plan for approval by the appropriate  governmental
authorities  after  which the final  plat will be  submitted  for  approval  and
recordation.  The Company  expects the approvals and recordation to be completed
on or before April 30, 1997. The Company is working with various  consultants in
the  preparation of design plans,  cost estimates and bid documents for the site
development  work. The Company expects the site development work to be completed
in the third quarter of 1997. The Company,  which is devoting all of its efforts
to Phase I of the development,  is unable to project an estimated time frame for
the commencement and completion of Phases II and III.

The Company anticipates that the costs incurred in developing the land (grading,
utility  extensions,  etc.) in Phase I will be funded primarily by the escrow of
the sales  proceeds from the sale of lots. The Company  anticipates  providing a
Letter of Credit to the appropriate  governmental authorities to ensure that the
necessary improvements to the drainage channel will be completed.

The  Company's  development  plan for the  remaining 35 acre parcel is presently
anticipated  to be a combination  of retail pad sites and an apartment  complex.
The  construction  of an  apartment  complex  will be based  upon a  variety  of
factors, including (i) external demographic studies; (ii) financial review as to
the feasibility of the proposed  project,  including  projected  profit margins,
return on capital employed and the capital payback period; (iii) competition for
the proposed  project,  the ability to obtain  financing on favorable  terms and
management's  judgment as to the real estate  market and  economic  trends.  The
Company would also consider various  financial  resources such as a partnership,
joint venture or other financing  arrangements to minimize risk. The Company has
not commenced any feasibility  studies or financial  reviews of the contemplated
usage of this parcel.

The Company does not anticipate any major  investments in real estate  mortgages
or  securities  of or  interests  in persons  primarily  engaged in real  estate
activities.

Reserves

Reserve  information  relating to the natural gas royalty interests owned is not
included  because the  information  is not made  available  to royalty  interest
owners  by  Louisiana  Land  and  Exploration   Company,  the  operator  of  the
properties. The Company's share of production from the royalty interests for the
nine months ended December 31, 1996 was 32,723 mcf.

                                      -11-

<PAGE>


Item 4.  Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

     a. Security Ownership of Certain Beneficial Owners

All of the issued and outstanding  securities of the Company are currently owned
by AROC. The following table gives effect, on a pro forma basis, to the spin-off
of the Company to holders of AROC common stock and shows those  persons known by
the Company who will be the  beneficial  owners of more than 5% of the Company's
Common Stock:
<TABLE>
<CAPTION>

                                                                Amount and Nature
                                  Name and Address              of Beneficial           Percent
   Title of Class               of Beneficial Owner               Ownership            of Class
   --------------               -------------------             -----------------      --------

<S>                              <C>                               <C>                  <C>
Common Stock                     Haddon, Inc.                      93,750                10.6%
                                 c/o Coal Contractors
                                 Gowen Mine
                                 Fern Glen, PA 18241-2145

Common Stock                     Robert E. Thrailkill              78,720                 8.9%
                                 716 College View Drive
                                 Riverton, WY 82501 (1)

Common Stock                     Consult & Assist                  68,750                 7.8%
                                 P.O. Box 9856
                                 Rancho Santa Fe, CA 92067

Common Stock                     Francarep, Inc.                   68,750                 7.8%
                                 50 Av. des Champs-Elysees
                                 75008 Paris, France
</TABLE>

- ---------------- 
     (1) In  connection  with the  December  1995  Metro/KTOC  Transaction,  the
Company entered into a five-year  Voting Agreement with AROC which appointed the
Company's  president,  Mr.  Thrailkill,  or such  person he shall  designate  as
attorney  and  proxy  to vote in his sole and  absolute  discretion,  all of the
shares of all classes of the common  stock of AROC  and/or the Company  owned by
them with respect to any matter brought before the  shareholders  of AROC and/or
the Company relating to or involving exclusively the Company.  Accordingly,  Mr.
Thrailkill  may be  deemed  the  beneficial  owner of  4,500,000  shares  of the
Company's  common  stock  owned  by  AROC  prior  to the  effective  date of the
spin-off.  Upon the effective  date of the spin-off,  the Voting  Agreement will
terminate. (See Item 7.)


                                      -12-

<PAGE>


     b. Security Ownership of Management

The following table shows, on a pro forma basis giving effect to the spin-off of
the Company to holders of AROC common stock,  management's expected ownership of
the Company's Common Stock:
<TABLE>
<CAPTION>

                                                                Amount and Nature
                                  Name and Address               of Beneficial             Percent
  Title of Class                of Beneficial Owner                Ownership              of Class
  --------------                -------------------             -----------------         --------
<S>                             <C>                                <C>                     <C>
Common Stock                    Robert E. Thrailkill                78,720                  8.9%
                                716 College View Drive
                                Riverton, WY 82501

Common Stock                    John A. Alsko                       19,563                  2.2%
                                716 College View Drive
                                Riverton, WY 82501

Common Stock                    Robert J. Thrailkill                15,938                  1.8%
                                716 College View Drive
                                Riverton, WY 82501

Common Stock                    All officers and directors
                               as a group (three persons)          114,221                  12.9%
</TABLE>

     c. Changes in Control

The Company is not aware of any  arrangement  which may, at a  subsequent  date,
result in a change of control of the Company.

Item 5.  Directors and Executive Officers
         --------------------------------

     a. Identification of Directors and Executive Officers

              Name                 Age                  Office
              ----                 ---                  ------
        Robert E. Thrailkill        65          Chairman of the Board, President
                                                and Chief Executive Officer

        John A. Alsko               55          Secretary/Treasurer and Director

        Robert J. Thrailkill        37          Vice President and Director

     Robert E. Thrailkill.  Mr.  Thrailkill has been President,  Chief Executive
Officer and Director of the Company  since its inception in February  1983.  Mr.
Thrailkill previously served as Chairman of the Board, President and Chief

                                      -13-

<PAGE>


Executive  Officer of Metro Capital  Corporation  from February 1981 to December
1995 at which  time there was a change in  control.  Mr.  Thrailkill's  business
background  spans over 32 years of  management  responsibility  in privately and
publicly-held companies. Mr. Thrailkill devotes full time to the business of the
Company.

     John A.  Alsko.  Mr.  Alsko  was  appointed  as  Secretary/Treasurer  and a
Director of the Company in November 1995.  Previously,  Mr. Alsko served as Vice
President - Finance of Metro Capital  Corporation from February 1987 to December
1995.  Prior to joining  Metro Capital  Corporation,  he was employed in various
financial positions with other privately and publicly-held  companies and public
accounting firms. Mr. Alsko is a Certified Public Accountant.

     Robert J.  Thrailkill.  Mr.  Thrailkill  was appointed as Vice  President -
Operations  and a Director  of the  Company in November  1995.  Previously,  Mr.
Thrailkill  served as Director of Operations of Metro Capital  Corporation  from
January 1989 to December 1995.  Prior to joining Metro Capital  Corporation,  he
was  employed  in  various  supervisory  and  managerial  positions  with  other
companies.

The  directors  of the Company are elected to hold office  until the next annual
meeting of  shareholders  or until a successor  has been elected and  qualified.
Officers of the Company are elected  annually by the Board of Directors and hold
office until their successors are duly elected and qualified.

No arrangement or  understanding  exists between any of the above  directors and
officers pursuant to which any one of those persons were selected to such office
or position.  None of the directors  hold  positions  with  American  Rivers Oil
Company or directorships in other companies.

     b. Identification of Certain Significant Employees

           Not applicable.

     c. Family Relationships

          Robert J. Thrailkill is the son of Robert E. Thrailkill.

     d. Involvement in Certain Legal Proceedings

         Not Applicable.

Item 6. Executive Compensation
        -----------------------

     a. Summary Compensation Table

     The  following  table sets  forth the  compensation  received  by the Chief
Executive  Officer for the years ended March 31, 1996,  1995 and 1994.  No other
executive  officer had total annual salary and bonus exceeding  $100,000 for the
year ended March 31, 1996.

                                      -14-

<PAGE>

<TABLE>
<CAPTION>

                                                                                     Long Term
     Name                             Annual Compensation                       Compensation Awards
     and                   -------------------------------------------      ------------------------------      
   Principal                                              Other Annual        Restricted          Options
    Position               Year     Salary     Bonus      Compensation       Stock Award ($)      SARS (#)
    --------               ----     ------     -----      ------------       ---------------      --------
<S>                        <C>      <C>        <C>         <C>                 <C>               <C>   
Robert E. Thrailkill       1996     $145,000   $  --       $      --           $ 22,500 (2)      25,000 (3)
President, Chief           1995      145,000      --              --             15,500 (4)      50,000 (5)
Executive Officer          1994      145,000    3,000             --                 --              --
and Director (1)
</TABLE>

- --------------

(1)  Robert E.  Thrailkill  was the Chief  Executive  Officer  of Metro  Capital
     Corporation  ("Metro") from February 1981 to December 1995 when a change in
     control  occurred.  In December 1995, Mr. Thrailkill became Chief Executive
     Officer of Bishop Capital Corporation,  a wholly-owned subsidiary of Metro,
     into which the majority of assets of Metro were transferred when the change
     in control occurred. Metro subsequently changed its name to American Rivers
     Oil Company ("AROC").
(2)  Consists of 15,000 shares allocated and issued from AROC's 1987 Stock Bonus
     Plan with a fair market value of $1.50 per share on the award date.
(3)  Consists of AROC's  securities  underlying  options  exercisable on date of
     grant (October 11, 1995) at a per share exercise price of $1.65 and expires
     five years thereafter.
(4)  Consists of 25,000 shares allocated and issued from AROC's 1987 Stock Bonus
     Plan with a fair market value of $.62 per share on the award date.
(5)  Consists of AROC's  securities  underlying  options  exercisable on date of
     grant (September 6, 1994) at a per share exercise price of $.68 and expires
     five years thereafter.

The columns for "Long-Term  Incentive Plan Payouts" and "All Other Compensation"
were omitted from the Summary  Compensation Table since there was no information
reportable for the three years ended March 31, 1996.

     b. Option/SAR Grants Table

     The following table provides information with respect to the grant of stock
options  pursuant to American  Rivers Oil  Company's  ("AROC") 1992 Stock Option
Plan to the Chief Executive  Officer in fiscal 1996 (See footnote (1) under Item
6(a)). There are no outstanding Stock Appreciation Rights ("SARs").


                                      -15-
<PAGE>
<TABLE>
<CAPTION>

                                                                                             Potential Realizable
                               Number of       % of Total                                     Value at Assumed
                              Securities        Options         Exercise                    Annual Rates of Stock
                              Underlying       Granted to       or Base                     Price Appreciation for
                               Options          Employees        Price      Expiration          Option Term (1)
        Name                 Granted (#)     in Fiscal 1996     ($/Share)      Date             5%         10%
        ----                 -----------     --------------     ---------   -----------         --         ---

<S>                            <C>                 <C>            <C>        <C>             <C>           <C>    
Robert E. Thrailkill           25,000              50.0%          $ 1.65     10/11/2000      $11,500       $25,250
</TABLE>

- ------------

(1)  The dollar amounts under these columns  represent the potential  realizable
     value of the  grant of  option  assuming  that the  market  price of AROC's
     common stock  appreciates in value from the date of grant at the 5% and 10%
     annual  rates  prescribed  by the SEC and  therefore  are not  intended  to
     forecast  possible  future  appreciation,  if any,  of the  price of AROC's
     common stock.

     c. Aggregated Option Exercise and Fiscal Year-End Option Value Table

     There  were no  exercises  of AROC  stock  options  by the Chief  Executive
Officer in fiscal 1996 (See footnote (1) under Item 6(a)).  The following  table
shows the number of shares covered by both exercisable and non-exercisable  AROC
stock  options as of March 31, 1996 and their values at such date.  There are no
AROC SARs outstanding at March 31, 1996.

<TABLE>
<CAPTION>


                                     Number of Securities                       Value of
                                   Underlying Unexercised             Unexercised In-the-Money
                                   Options at FY-End (#)                Options at FY-End ($)(1)
                                   ---------------------                ------------------------
      Name                   Exercisable       Unexercisable          Exercisable    Unexercisable
      ----                   -----------       -------------          -----------    -------------
<S>                            <C>                 <C>                  <C>           <C>          
Robert E. Thrailkill           120,000               --                 $43,700            --
</TABLE>


- -------------
(1)  On March 31, 1996,  the last  reported bid price of AROC's  common stock as
     quoted on NASDAQ was $1.50 per share.  Value is  calculated on the basis of
     the difference  between the option price and $1.50 multiplied by the number
     of shares of Common Stock granted at that option price. The exercise prices
     for the various  options granted are $1.65 (25,000  options),  $.68 (50,000
     options) and $1.44 (45,000  options).  At March 31, 1996, the last reported
     bid price was lower than the exercise price of $1.65 for the 25,000 options
     and,  therefore,  no value is ascribed to those options in the above table.
     Subsequent to March 31, 1996,  the 45,000 options with an exercise price of
     $1.44 expired and Mr.  Thrailkill was granted 45,000 options at an exercise
     price of $1.38 from AROC's 1995 Stock Option and Stock Compensation Plan.

     d. Compensation of Directors

     There are no current  arrangements  for the  compensation  of directors for
services  rendered  since the current  directors  are  employees of the Company.
During fiscal 1996, two prior  non-employee  directors were each paid $3,300 for
services as directors  and  reimbursed  for their travel  expenses in connection


                                      -16-

<PAGE>


with  meetings.  There are no other  arrangements  whereby any of the  Company's
directors received compensation for services as a director during fiscal 1996 in
addition to or in lieu of the amounts stated above.

     e. Employment Contracts and Termination of Employment and Change-in-Control
        Arrangements.

     In November 1995, a Management Agreement (the "Agreement") was entered into
between the Company,  Robert E.  Thrailkill,  the Company's  President,  and the
Company's previous parent company.  The Agreement is for a five year term and is
renewable from year to year thereafter  unless  terminated  previously by either
party. Under the Agreement, Mr. Thrailkill is paid an annual salary of $145,000,
which salary may be  increased  by the Board of  Directors  from time to time in
accordance  with normal  business  practices  of the  Company;  his expenses are
reimbursed  in  accordance  with  the  Company's  policies  and  procedures;  he
participates in and receives established employee benefits and he is entitled to
participate  in  any  future  benefit  made  available  by  the  Company  to its
executives.  The  Agreement  terminates  upon  death  or  disability  and may be
terminated by the Company for cause (as defined in the Agreement). The Agreement
may also be terminated upon a breach of the Agreement, and in the event there is
a change in  control  of the  Company  (as  defined  in the  Agreement).  If the
Agreement is terminated because of a breach of the Agreement by the Company or a
change in control,  the Company  shall pay severance pay equal to the product of
(a) the annual salary rate in effect multiplied by (b) the greater of the number
of years  (including  partial years)  remaining in the term of employment or the
number three.  The Agreement  provides that upon death, the Company shall pay an
amount equal to the annual salary; upon disability, the Company shall pay salary
for the balance of the term of the Agreement (less amounts paid by insurance) or
until the executive becomes gainfully  employed,  whichever is sooner; and, upon
termination  for  cause,  the  Company  shall  pay  any  salary  due  up to  the
termination date.

Item 7.  Certain Relationships and Related Transactions
         ----------------------------------------------

     a. Certain Relationships

     There were no  transactions  during the last two fiscal years,  or proposed
transactions,  in which the Company  was or is to be a party with any  director,
executive  officer  or any member of the  immediate  family of any  director  or
executive officer having a direct or indirect material interest of more than 10%
in any business or professional entity involved in such transactions.

     b. Parent of Issuer

     In connection with the Metro/KTOC  Transaction in December 1995, the assets
of Metro which were  transferred to the Company are being operated  autonomously
by the prior  management  of Metro  pursuant to the terms of separate  five-year
Operating and Voting Agreements.

                                      -17-

<PAGE>

     The Operating  Agreement  provides that the Company's  management will have
sole  authority  and  discretion  with respect to the business,  operations  and
assets of the Company.  American Rivers Oil Company  ("AROC") shall not take any
action with respect to the business,  operation or assets of the Company without
first  obtaining  the written  consent of the Board of Directors of the Company.
AROC  shall not  incur any  indebtedness  on behalf of the  Company  or take any
action, directly or indirectly, to encumber, or cause any claims to be made with
respect to, any or all of the assets of the Company. The Company shall not incur
any  indebtedness or take any action,  directly or indirectly,  to encumber,  or
cause any claims to be made with  respect  to, any or all of the assets of AROC.
The Company agrees to indemnify and hold harmless AROC, its officers, directors,
employees and agents from any and all liabilities, actions and suits incurred by
any such party by reason of or arising  out of any actions or  omissions  by the
Company's management. AROC agrees at all times during the term of this Operating
Agreement to be bound by the terms of the Voting Agreement.

     The Voting Agreement appoints the Company's  president or such person as he
shall designate  ("Designated  Attorney-In-Fact")  as attorney and proxy to vote
all of the shares of all classes of the common  stock of AROC and/or the Company
owned by them with respect to any matter brought before the shareholders of AROC
and/or the Company relating to or involving exclusively the Company. The Company
shall indemnify and hold harmless AROC, its officers,  directors,  employees and
agents  from any and all  liabilities,  actions  and suits  incurred by any such
party by reason of or arising out of any actions or omissions by the  Designated
Attorney-In-Fact, including without limitation any liability arising from a suit
by the  holders  of common  stock of AROC  based upon  allegations  of  improper
behavior by the Designated Attorney-In-Fact or the management of the Company.

     The Operating and Voting Agreements will terminate on the effective date of
the spin-off.

     c. Transactions with Promoters

            Not applicable

Item 8.  Description of Securities
         -------------------------

General

The Company is authorized to issue 15,000,000  shares of common stock, par value
$.01 per share, and 5,000,000 shares of preferred stock, no par value per share.
The  Company  will  distribute  885,443  shares of the  Company's  common  stock
pro-ratably  (one share of Bishop for every four shares of  American  Rivers) to
American  Rivers Oil  Company's  common  shareholders  of record at November 18,
1996.  American  Rivers  Oil  Company's  Class B  common  shareholders  will not
participate in the distribution.



                                      -18-

<PAGE>

Company Common Stock

Each share of the Company's common stock entitles the holder to one vote on each
matter to be voted  upon by the  holders  of the  Company's  common  stock.  The
holders of the Company's common stock are not entitled to any preemptive rights.

The holders of the Company's common stock are entitled to receive such dividends
of cash or assets,  if any, as are declared by the Company's  Board of Directors
out of funds legally  available for that  purpose,  subject to the  preferential
rights, if any, of the holders of preferred stock. The Board of Directors of the
Company will determine its dividend policy with respect to the Company's  common
stock based on the Company's results of operations, financial condition, capital
requirements  and other  circumstances.  It is the Board of  Directors'  present
intention  to  retain  cash  for the  operations  of the  Company  and it is not
anticipated  that cash dividends  will be paid on the Company's  common stock in
the foreseeable future.












                                      -19-

<PAGE>

                                     Part II


Item 1.  Market Price of and Dividends on the Registrant's Common Equity and
         Other Shareholder Matters
         --------------------------------------------------------------------

     a. Market Information

     The common shares to be issued under this  registration  statement  have no
established public trading market. None of the common shares will be listed on a
national  securities exchange or NASDAQ. The common shares will likely be traded
in the over-the-counter market by certain dealers who from time to time may make
a market in such securities.

     There are no  outstanding  options or warrants to purchase,  or  securities
convertible into,  common stock of the Company.  There are no common shares that
could be sold pursuant to Rule 144 under the  Securities Act or that the Company
has agreed to register under the Securities Act for sale by security holders.

     b. Holders

     Upon distribution of the shares,  there will be approximately 2,000 holders
of record of the  Company's  common  stock  (which  amount  does not include the
number of shareholders whose shares are held of record by brokerage firms).

     c. Dividends

     There have been no cash dividends declared on the common stock for the last
two fiscal years or for the nine months ended December 31, 1996. Payment of cash
dividends,  if any, in the future,  will be determined by the Company's Board of
Directors in light of the  Company's  earnings,  financial  condition  and other
relevant  considerations.  There are no restrictions on the Company's present or
future ability to pay dividends.

Item 2.  Legal Proceedings
         -----------------

     There are no pending legal  proceedings  to which the Company is a party or
to which any of its property is subject.

Item 3.  Changes in and Disagreements with Accountants
         ----------------------------------------------

        None.


                                      -20-

<PAGE>


Item 4.  Recent Sales of Unregistered Securities
         ---------------------------------------

        None.

Item 5.  Indemnification of Directors and Executive Officers
         ---------------------------------------------------

     The  Company's  Articles of  Incorporation  provide that the Company  shall
indemnify any person who is or was a director to the maximum extent  provided by
statute.   Pursuant  to  Wyoming  Business   Corporation  Act  ("WBCA")  Section
17-16-851,  a  corporation  may  indemnify a person made a party to a proceeding
because he is or was a director against liability incurred in the proceeding if:
(i) he conducted himself in good faith and reasonably  believed that his conduct
was in or at least not opposed to the corporation's best interests; and, (ii) in
the case of a criminal  proceeding,  he had no  reasonable  cause to believe his
conduct was  unlawful.  A  corporation  may not  indemnify  a  director:  (i) in
connection  with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or, (ii) in connection with any
other  proceeding  charging  improper  personal  benefit to him,  whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

     The  Company's  Articles of  Incorporation  provide that the Company  shall
indemnify  any person who is or was an officer and not a director to the maximum
extent  provided by law, or to a greater  extent if  consistent  with law and if
provided by  resolution  of the Company's  shareholders  or  directors,  or in a
contract.  Pursuant to WBCA Section  17-16-856,  a  corporation  may indemnify a
current or former officer who is not a director to the extent,  consistent  with
public policy,  that may be provided by its articles of  incorporation,  bylaws,
general or specific action of its board of directors or contract.





                                      -21-

<PAGE>
                                    Part III


Item 1.  Index to Exhibits                                       Attachment
         -----------------                                       ----------

           3.1  Articles of Incorporation                              A

           3.2  By-laws                                                B

          10.1  Management Agreement                                   C

          10.2  Purchase Option Agreement                              D

          10.3  Contract to Sell Real Estate                           E

          10.4  Agreement for the Purchase and 
                Sale of Commercial Real Estate                         F

          10.5  Operating Agreement                                    G

          10.6  Voting Agreement                                       H

          10.7  Limited Partnership Agreement of
                 Bishop Powers, Ltd.                                   I

          10.8  Limited Partnership Agreement of Z-H, Ltd.             J   

          10.9  Bridger Creek Partnership                              K   

          21    Subsidiaries of the Registrant                         L    

          27     Financial Data Schedule (submitted only in electronic format).

Item 2.  Description of Exhibits
         -------------------------

          3.1  Articles  of  Incorporation  dated  May 27,  1992  and  Amendment
               thereto dated November 20, 1995.

          3.2  By-laws.

          10.1 Management  Agreement  dated  December 8, 1995  between  American
               Rivers Oil Company (formerly Metro Capital  Corporation),  Bishop
               Capital   Corporation   (formerly  Bishop  Cable   Communications
               Corporation) and Robert E. Thrailkill.



                                      -22-

<PAGE>


          10.2 Purchase  Option  Agreement  dated August 28, 1996 between Bishop
               Powers,  Ltd., a Colorado  Limited  Partnership,  Bishop  Capital
               Corporation as General Partner and Diamond Shamrock  Refining and
               Marketing Company.

          10.3 Contract  to Sell Real Estate  dated  November  14, 1996  between
               Bishop  Powers,  Ltd.,  a Colorado  Limited  Partnership,  Bishop
               Capital Corporation as General Partner and 123 Cascade Associates
               LLC.

          10.4 Agreement  for the  Purchase and Sale of  Commercial  Real Estate
               dated  March 3, 1997  between  Bishop  Powers,  Ltd.,  a Colorado
               Limited  Partnership,   Bishop  Capital  Corporation  as  General
               Partner and State Bank & Trust of Colorado Springs.

          10.5 Operating  Agreement  dated  December  8, 1995  between  American
               Rivers Oil Company (formerly Metro Capital Corporation),  Karlton
               Terry Oil Company and Bishop Capital Corporation (formerly Bishop
               Cable Communications Corporation.

          10.6 Voting  Agreement dated December 8, 1995 between  American Rivers
               Oil Company (formerly Metro Capital  Corporation),  Karlton Terry
               Oil Company and Bishop Capital Corporation (formerly Bishop Cable
               Communications Corporation.

          10.7 Bishop Powers, Ltd. Limited  Partnership  Agreement dated October
               15, 1993 between  Bishop  Capital  Corporation  (formerly  Bishop
               Cable  Communications  Corporation) as General Partner and Powers
               Golf LLC as Limited Partner.

          10.8 Z-H, Ltd.  Limited  Partnership  Agreement dated October 15, 1993
               between  Powers Golf LLC as General  Partner  and Bishop  Capital
               Corporation (formerly Bishop Cable Communications Corporation) as
               Limited Partner.

          10.9 Agreement of Bridger Creek  Partnership  dated  December 31, 1990
               between  Bishop  Capital  Corporation  (successor  to interest of
               Metro Capital Corporation) and Mr. and Mrs. William N. Spratt.

          21   Subsidiaries of the Registrant.









                                      -23-

<PAGE>

                                   Signatures



In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         BISHOP CAPITAL CORPORATION
                                             (Registrant)


Date:  March 10, 1997                    By:   /s/ Robert E. Thrailkill
                                              ----------------------------------
                                              Robert E. Thrailkill
                                              President



                                      -24-

<PAGE>
                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS



                                                                     PAGE

Independent Auditor's Report                                         F-2

Consolidated Balance Sheets - December 31, 1996 (Unaudited)
    and March 31, 1996                                               F-3

Consolidated  Statements of Operations - For the Nine Months
    Ended  December 31, 1996 and 1995 (Unaudited),  and the
    Years Ended March 31, 1996 and 1995                              F-4

Consolidated Statement of Changes in Stockholder's Equity - 
    For the Years Ended March 31, 1995 and 1996, and the
    Nine Months Ended December 31, 1996 (Unaudited)                  F-5

Consolidated  Statements of Cash Flows - For the Nine Months
    Ended  December 31, 1996 and 1995 (Unaudited), and the
    Years Ended March 31, 1996 and 1995                              F-6

Notes to Consolidated Financial Statements                           F-7




                                      F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT




To the Stockholders and
Board of Directors
Bishop Capital Corporation



We have audited the  accompanying  consolidated  balance sheet of Bishop Capital
Corporation and  subsidiaries as of March 31, 1996 and the related  consolidated
statements of operations, changes in stockholder's equity and cash flows for the
years ended March 31, 1996.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Bishop  Capital
Corporation  and  subsidiaries  as of March 31,  1996,  and the results of their
operations  and their cash flows for the years ended March 31, 1996 and 1995, in
conformity with generally accepted accounting principles.




HEIN + ASSOCIATES LLP


Denver, Colorado
May 23, 1996,  except for the last two paragraphs
 of Note 1 as to which the date  is November 18, 1996


                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                               BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                         (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                                      CONSOLIDATED BALANCE SHEETS


                                                              DECEMBER 31,      MARCH 31,
                                                                 1996              1996
                                                              -----------      -----------
                                                              (Unaudited)
                                         ASSETS
<S>                                                            <C>             <C>    

CURRENT ASSETS:
  Cash and equivalents                                        $    33,425      $    66,770
  Marketable securities                                           641,133          844,734
  Receivables:
    Gas royalties                                                  12,433            9,399
    Interest and other                                              6,513           13,258
  Receivables from parent:
    Note                                                             --             17,522
    Other                                                           1,770           23,579
  Notes receivable - officers                                      25,000           25,000
  Prepaid expenses                                                  7,500           17,960
                                                              -----------      -----------

        Total current assets                                      727,774        1,018,222

PROPERTY AND EQUIPMENT:
  Building                                                        212,157          212,157
  Furniture and fixtures                                           63,162           63,969
  Vehicles and equipment                                           41,846           38,581
                                                              -----------      -----------
                                                                  317,165          314,707
  Less accumulated depreciation                                  (117,264)        (111,045)
                                                              -----------      -----------
        Net property and equipment                                199,901          203,662
                                                              -----------      -----------
OTHER ASSETS:
  Undeveloped land                                                540,134          411,709
  Investment in limited partnership                               224,366          254,112
  Gas royalty interest, net of accumulated
    amortization of $800,280 (unaudited)                          
    and $700,245, respectively                                    266,771          366,806
  Notes receivable                                                 63,049           46,836
  Other assets, net                                                 4,433            3,860
                                                              -----------      -----------
        Total other assets                                      1,098,753        1,083,323
                                                              -----------      -----------

TOTAL ASSETS                                                  $ 2,026,428      $ 2,305,207
                                                              ===========      ===========

                          LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                       $    80,687      $   103,541
  Payable to broker                                               165,009             --
                                                              -----------      -----------
        Total current liabilities                                 245,696          103,541

COMMITMENTS (Note 7)

STOCKHOLDER'S EQUITY:
  Preferred stock, no par value; 5,000,000 shares
    authorized, no shares issued                                     --               --
  Common stock, $.01 par value; 15,000,000 shares                   
    authorized; 885,443 shares issued and outstanding               8,854            8,854
  Capital in excess of par value                                2,216,198        2,166,025
  Unrealized holding gain                                            --             66,884
  Accumulated deficit                                            (444,320)         (40,097)
                                                              -----------      -----------   
        Total stockholder's equity                              1,780,732        2,201,666
                                                              -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                    $ 2,026,428      $ 2,305,207
                                                              ===========      ===========

             See accompanying notes to these consolidated financial statements.
                                     
                                          F-3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                        BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       FOR THE NINE MONTHS
                                                             ENDED                      FOR THE YEARS ENDED
                                                           DECEMBER 31,                        MARCH 31,
                                                       --------------------             --------------------

                                                       1996            1995             1996              1995
                                                       ----            ----             ----              ----
                                                            (Unaudited)
<S>                                                  <C>              <C>              <C>               <C> 
REVENUE -
  Gas royalties                                      $  48,497        $  48,881        $  69,931        $  68,176

COSTS AND EXPENSES:
  Gas processing and production taxes                   14,142           14,480           19,192            9,549
  General and administrative                           392,476          633,926          731,936          497,694
  Depreciation and amortization                        113,689          114,621          152,718          159,181
                                                     ---------        ---------        ---------        ---------
                                                       520,307          763,027          903,846          666,424
                                                     ---------        ---------        ---------        ---------

LOSS FROM OPERATIONS                                  (471,810)        (714,146)        (833,915)        (598,248)

OTHER INCOME (EXPENSE):
  Interest income                                       27,383           39,132           51,094           61,010
  Dividend income                                        8,382           15,652           20,061           29,229
  Rental income                                         10,228           10,151           12,686           18,692
  Gain (loss) on sale of marketable securities          51,340          685,632          688,400           (3,222)
  Equity in limited partnership loss                   (29,746)         (37,840)         (54,606)         (41,282)
  Discontinued operations of oil property                 --            (25,850)         (25,850)         (24,720)
  Other                                                   --               --             (1,745)           1,588
                                                     ---------        ---------        ---------        ---------
                                                                                                           
NET LOSS                                             $(404,223)       $ (27,269)       $(143,875)       $(556,953)
                                                     =========        =========        =========        =========

NET LOSS PER COMMON SHARE                            $    (.46)       $    (.03)       $    (.17)       $    (.65)
                                                     =========        =========        =========        =========

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                                   885,000          859,000          867,000          856,000
                                                     =========        =========        =========        =========



                        See accompanying notes to these consolidated financial statements.

                                                          F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                            (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                                            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                                              FOR THE YEARS ENDED MARCH 31, 1995 AND 1996 AND THE
                                               NINE MONTHS ENDED DECEMBER 31, 1996 (UNAUDITED)

                                         COMMON SHARES         TREASURY STOCK
                                       -----------------     -------------------       CAPITAL IN  UNREALIZED RETAINED
                                       NUMBER OF                                       EXCESS OF    HOLDING   EARNINGS
                                        SHARES    AMOUNT     SHARES       AMOUNT       PAR VALUE     GAIN     (DEFICIT)     TOTAL
                                        ------    -------    ------       ------       ---------    -----     --------      -----

<S>                                      <C>       <C>        <C>        <C>           <C>          <C>        <C>        <C>       
BALANCES, April 1, 1994                 523,530   $ 5,235    206,707    $(1,689,583)  $3,027,683   $ 572,841  $2,141,451 $4,057,627

  Net change in unrealized
    holding gain                           --        --         --             --           --       (43,905)      --       (43,905)
  Stock bonus                             7,871        79       --             --         24,721        --         --        24,800
  Purchase of treasury stock               --        --        9,977        (46,479)        --          --         --       (46,479)
  Net loss                                 --        --         --             --           --          --      (556,953)  (556,953)
                                        ------    -------    -------    -----------    ---------    --------  ---------- ----------

BALANCES, March 31, 1995                531,401     5,314    216,684     (1,736,062)   3,052,404     528,936   1,584,498  3,435,090

  Commitment to issue common 
   stock for services                    29,515       295       --             --        224,705        --         --       225,000
  Net change in unrealized 
    holding gain                           --         --        --             --          --       (462,052)      --      (462,052)
  Consummation of reverse
    acquisition and reflect capital
    structure of Bishop                 324,527     3,245   (216,684)     1,736,062   (1,111,084)       --    (1,480,720)  (852,497)

  Net loss                                 --         --        --             --           --          --      (143,875)  (143,875)
                                        -------   -------    -------    -----------   ----------    --------  -----------  --------


BALANCES, March 31, 1996                885,443     8,854       --             --      2,166,025      66,884     (40,097) 2,201,666

  Net change in unrealized holding
    gain  (unaudited)                      --         --        --             --          --        (66,884)      --       (66,884)
  Stock bonus (unaudited)                  --         --        --             --         50,173        --         --        50,173
  Net loss (unaudited)                     --         --        --             --          --           --      (404,223)  (404,223)
                                        -------   -------    -------    -----------   ----------    --------  ----------   --------

  (Unaudited)                           885,443   $8,854        --      $      --     $2,216,198    $   --    $ (444,320)$1,780,732
                                        =======   ======     =======    ===========   ==========    ========  ========== ==========



                               See accompanying notes to these consolidated financial statements.

                                                         F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 FOR THE NINE
                                                                 MONTHS ENDED             FOR THE YEARS ENDED
                                                                 DECEMBER 31,                  MARCH 31,
                                                            --------------------         --------------------
                                                             1996           1995          1996           1995
                                                            -----          -----         -----          ----
                                                                (Unaudited)
<S>                                                      <C>            <C>           <C>              <C>   
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                              $  (404,223)   $   (27,269)   $  (143,875)   $  (556,953)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
    Depreciation and amortization                           113,689        114,621        155,185        164,041
    Issuance of common stock for services                      --          225,000        225,000           --
    Stock bonus compensation                                 50,173           --             --           24,800
    Equity in partnership losses                             29,746         37,840         54,606         41,282
    Write-down of investment                                   --           25,000         25,000           --
    Abandoned leases                                           --             --             --           13,576
    Loss (gain) on sale of
     marketable securities                                  (51,340)      (685,632)      (688,400)         3,222
    Gain on sale of property
     and equipment                                             --             --             --             (917)
    Changes in operating assets
     and liabilities:
      (Increase) decrease in:
        Trade receivables                                    (3,034)        11,636          3,655         (5,732)
        Interest and other
          receivables                                         6,745         (4,586)         8,003         15,239
        Receivable from parent                               21,809           --          (23,579)          --
        Prepaid expenses                                     10,460          6,518         (1,680)         2,432
        Other assets                                         (1,000)          --           14,126           --   
      Increase (decrease) in
        accounts payable and
        accrued expenses                                    (22,856)        10,294         50,770         (8,917)
                                                        -----------    -----------    -----------    -----------
     Net cash used in
      operating activities                                 (249,831)      (286,578)      (321,189)      (307,927)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of marketable securities                        (312,828)      (122,716)      (169,979)      (335,830)
  Proceeds from sale of
   marketable securities                                    665,894      1,262,744      1,265,512        797,108
  Funds advanced under
   notes receivable                                        (120,000)       (11,681)       (42,522)        (7,000)
  Proceeds from notes receivable                            121,309         64,165         64,461          8,104
  Additions to undeveloped land                            (128,425)       (96,051)      (133,473)          --
  Proceeds from sale of propert
   and equipment                                               --             --             --            2,000
  Purchase of property and equipment                         (9,464)          --          (21,274)       (25,129)
  Transfer of cash in reverse
    acquisition                                                --         (700,000)      (700,000)          --
                                                        -----------    -----------    -----------    -----------
      Net cash provided by
       investing activities                                 216,486        396,461        262,725        439,253

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings                                     --           40,000         60,000         10,000
  Principal payments on borrowings                             --          (40,000)       (60,000)       (10,000)
  Treasury stock acquired                                      --             --             --          (46,479)
                                                        -----------    -----------    -----------    -----------
     Net cash used in financing
       activities                                              --             --             --          (46,479)
                                                        -----------    -----------    -----------    -----------

INCREASE (DECREASE) IN CASH AND EQUIVALENTS                 (33,345)       109,883        (58,464)        84,847

CASH AND EQUIVALENTS, beginning of period                    66,770        125,234        125,234         40,387
                                                        -----------    -----------    -----------    -----------

CASH AND EQUIVALENTS, end of period                     $    33,425    $   235,117    $    66,770    $   125,234
                                                        ===========    ===========    ===========    ===========
SUPPLEMENTAL INFORMATION:
   Cash paid for interest                               $     8,551    $       722    $       830    $      --
                                                        ===========    ===========    ===========    ===========
   Non-cash equipment purchases                         $      --      $      --      $      --      $    13,500
                                                        ===========    ===========    ===========    ===========
   Payable for purchase of
    marketable securities                               $   165,009    $      --      $      --      $      --
                                                        ===========    ===========    ===========    ===========
                              See accompanying notes to these consolidated financial statements.
                                                            F-6
</TABLE>

<PAGE>
                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

1. BASIS OF PRESENTATION:
   ---------------------

     Reverse  Acquisition - In October 1995, Metro Capital  Corporation  (Metro)
     and  Karlton  Terry  Oil  Company  (KTOC)  entered  into an Asset  Purchase
     Agreement  whereby KTOC agreed to exchange  certain oil and gas  properties
     (the  "Contributed  Properties") for a total of 7,717,820 shares of Class B
     common stock of Metro,  which represented 80% of the issued and outstanding
     voting securities of Metro. On November 29, 1995, the shareholders of Metro
     approved this transaction and the closing occurred on December 8, 1995. The
     shareholders  also approved  changing the name of the Company from Metro to
     American Rivers Oil Company (AROC).

     Metro's assets, except for $700,000 cash and an insignificant oil property,
     were  transferred  at their  historical  carrying  value to a  wholly-owned
     subsidiary,    Bishop   Capital   Corporation,    formerly   Bishop   Cable
     Communications  Corporation  ("Bishop"  or the  "Company"),  where they are
     being operated  autonomously  by the prior  management of Metro pursuant to
     the terms of  separate  five-year  Operating  and  Voting  Agreements.  The
     Operating  Agreement  provides  that  Bishop's  management  will  have sole
     authority  and  discretion  with respect to the business,  operations,  and
     assets of Bishop.  The Voting  Agreement  appoints  Bishop's  president  as
     attorney and proxy to vote in his sole and absolute discretion,  all of the
     shares of all classes of the common  stock of AROC and/or  Bishop  owned by
     them with respect to any matter  brought  before the  shareholders  of AROC
     and/or Bishop relating to or involving exclusively Bishop.

     Accordingly, the accompanying financial statements include the consolidated
     operating  results and cash flows of Metro until  December 8, 1995 when the
     change of control  occurred.  Beginning in December 1995, the  accompanying
     financial statements reflect only the operations of Bishop.

     Bishop's  subsidiaries  consist of Bishop  Powers,  Ltd. and Bridger  Creek
     Partnership in which the Company holds general partner interests of 81% and
     80%, respectively.

     Unaudited  Information  - The balance sheet as of December 31, 1996 and the
     statements of operations  and cash flows for the  nine-month  periods ended
     December 31, 1996 and 1995 were taken from the Company's  books and records
     without  audit.  However,  in the opinion of management,  such  information
     includes all adjustments  (consisting only of normal  accruals),  which are
     necessary to properly  reflect the financial  position of the Company as of
     December 31, 1996 and the results of operations and cash flows for the nine
     months ended  December 31, 1996 and 1995. The results of operations for the
     interim  periods  presented are not  necessarily  indicative of those to be
     expected for the year.

     Change in Capital  Structure and Spinoff - In November  1996,  the Board of
     Directors of AROC (the  Company's  sole  stockholder)  agreed to make a pro
     rata distribution of 885,443 shares of the Company's common stock to AROC's
     common stockholders of record on November 18, 1996. The remaining 3,614,557
     shares of the  Company's  common  stock owned by AROC were  canceled on the
     record date. AROC's Class B common  stockholders did not participate in the
     distribution.  Accordingly, this change in capital structure has been given
     retroactive  effect  in  the  accompanying  financial  statements  as if it
     occurred at the beginning of the earliest period presented.

                                      F-7

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

     Net Loss Per  Share - Net loss per  share  has been  computed  based on the
     weighted  average  number  of common  shares  outstanding  for each  period
     presented. The weighted average shares have been retroactively restated for
     the effects of the reverse acquisition and the spinoff discussed above.


2. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
   --------------------------------------------------------------------

     Nature of Operations - The Company is primarily  engaged in the development
     and/or sale of real estate and also has a royalty interest in a natural gas
     property.

     Principles of Consolidation - The accompanying financial statements include
     the accounts of the Company and both majority-owned  partnerships discussed
     in Note 1. All material  intercompany  transactions  and accounts have been
     eliminated in consolidation.

     Property, Equipment and Depreciation - Property and equipment are stated at
     cost.  Depreciation  is being  provided  by the  straight-line  method over
     estimated useful lives of three to thirty-one years.

     Maintenance   and  repairs  are  charged  to  expense  as   incurred,   and
     expenditures  for major  improvements  are  capitalized.  When  assets  are
     retired or otherwise  disposed  of, the  property  accounts are relieved of
     costs and accumulated depreciation.

     Undeveloped  Land - Undeveloped  land is stated at cost and consists solely
     of acquisition costs at March 31, 1996.

     Impairment of Long-lived Assets - In the event that facts and circumstances
     indicate that the cost of property and equipment or other long-lived assets
     may be impaired, an evaluation of recoverability of net carrying costs will
     be  performed.   If  an  evaluation  is  required,   the  estimated  future
     undiscounted  cash flows  associated with the asset will be compared to the
     asset's  carrying  amount to determine if a  write-down  to estimated  fair
     value is required.

     Gas Royalty  Interests - The Company  amortizes gas royalty  interests on a
     straight-line basis over eight years.

     Cash   Equivalents  -  The  Company   considers   highly  liquid  temporary
     investments  with an original  maturity of three  months or less to be cash
     equivalents.

     Marketable   Securities  -  Marketable  securities  are  accounted  for  in
     accordance with Statement of Financial  Accounting  Standard (SFAS) No. 115
     "Accounting  for  Certain  Investments  in  Debt  and  Equity  Securities."
     Pursuant  to SFAS No. 115,  the  Company's  securities  are  classified  as
     available-for-sale  based on  management's  intent.  Investment  securities
     classified  as   available-for-sale   are  stated  at  market  value,  with
     unrealized gains and losses, net of applicable income taxes,  reported as a
     separate component of stockholder's  equity. If the decline in market value
     of a security is determined to be other than  temporary,  the loss in value
     is charged  to  earnings.  Realized  gains or losses  are  determined  on a
     specific identification method.

                                      F-8

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

     Investments - The Company's  19% ownership in a limited  partnership  (Z-H,
     LTD.) is stated at cost, adjusted for its equity in undistributed  earnings
     since acquisition.

     Income Taxes - Income taxes are  provided for in  accordance  with SFAS No.
     109,  "Accounting  for Income  Taxes."  SFAS No. 109  requires an asset and
     liability  approach in the  recognition  of deferred  tax  liabilities  and
     assets for the expected future tax  consequences  of temporary  differences
     between the carrying  amounts and the tax bases of the Company's assets and
     liabilities.  AROC  includes the Company's  operations in its  consolidated
     income tax return.  Income taxes are allocated between AROC and the Company
     as if the Company was a separate taxpayer.

     Accounting   Estimates  -  The  preparation  of  financial   statements  in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that  affect the  amounts
     reported in the financial statements and the accompanying notes. The actual
     results could differ from those estimates.

     The Company's  financial  statements  are based on a number of  significant
     estimates  including the amortization  period for the gas royalty interest,
     realizability  of the carrying  value of  undeveloped  land and the limited
     partnership  investment discussed in Note 5, and the determination of other
     than temporary impairment of marketable securities. The Company's estimates
     are expected to change as additional  information  becomes available and it
     is reasonably  possible that such estimates will  materially  change in the
     forthcoming year.


3. MARKETABLE SECURITIES:
   ----------------------

     The cost and estimated fair market value of  available-for-sale  securities
     at March 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                         GROSS              GROSS             
                                                       UNREALIZED         UNREALIZED           FAIR
                                                        HOLDING            HOLDING            MARKET
                                       COST              GAINS             LOSSES             VALUE
                                       ----            ----------         ----------        ---------

<S>                                  <C>               <C>                <C>               <C>      
U.S. Treasury securities             $466,357          $   6,078          $ (11,427)        $ 461,008
Redeemable preferred                                       
    securities                        136,955              8,297                -             145,252
Equity securities                     174,538             89,057            (25,121)          238,474
                                     --------          ---------          ---------         ---------
                                     $777,850          $ 103,432          $ (36,548)        $ 844,734
                                     ========          =========          =========         =========
</TABLE>


                                      F-9

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

     The cost and estimated fair market value of  available-for-sale  securities
     with  contractual  maturities (U.S.  Treasury and redeemable  preferred) at
     March 31, 1996, by contractual maturity periods, were as follows:


                                                                    FAIR
                                                                   MARKET
                                                  COST             VALUE
                                                  ----             -----
   
   Due in one year or less                     $  232,105         $ 232,029
   Due after one year through five years          210,902           211,679
   Due after five years through ten years          90,953            97,031
   Due after ten years                             69,352            65,521
                                               ----------          --------
                                               $  603,312         $ 606,260
                                               ==========         =========

     Cash proceeds  from the sale of  available-for-sale  securities  during the
     years  ended  March  31,  1996  and  1995  were  $1,265,512  and  $797,108,
     respectively. Net gains from available-for-sale securities sold in the year
     ended March 31, 1996  amounted to  $688,400  (gross  gains of $701,152  and
     gross losses of $12,752). Net losses from securities sold in the year ended
     March 31, 1995 were  $3,222  (gross  gains of $23,638  and gross  losses of
     $26,860).

     At December 31, 1996, the Company has a margin account  payable to a broker
     for $165,009.  This account  provides for interest at  approximately  8% at
     December 31, 1996.

4. GAS ROYALTY INTERESTS:
   ----------------------

     In December 1990, the Company  purchased a royalty  interest in certain gas
     properties  located in Wyoming for approximately  $1,067,000.  At March 31,
     1996, the net carrying value of this interest amounts to $367,000. Revenues
     related to this royalty interest are affected by local gas  transportation,
     processing, and marketing arrangements. Reserve disclosures relating to the
     gas  royalty   interest  are  not  included   because  the  information  is
     unavailable from the operator of the properties.

     In connection  with the  purchase,  the Company  formed a tax  partnership,
     which  allocates to the Company the first $40,000 of annual net income from
     the  partnership  and 80% of annual net income in excess of $40,000.  After
     the Company has received cumulative net income of $1,050,000, plus interest
     at prime adjusted semi-annually, the Company will receive 60% of the annual
     net income in the partnership.


5. PARTNERSHIPS:
   -------------

     In  October  1993,  the  Company  became the  general  partner of a limited
     partnership  to develop or sell 55 acres of  undeveloped  real estate.  The
     Company contributed $250,000 cash for its 81% general partnership interest.
     The  remaining  19%  interest  is held by the  limited  partner  who is the
     general partner in the  partnership  described  below.  The Company will be
     allocated  100% of the income and  losses  until it has been paid  $600,000
     plus  interest  at 8% per annum (not to exceed  $100,000)  after  which the
     allocation will be apportioned according to ownership.

                                      F-10

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

     The Company also became a limited partner in a limited  partnership,  which
     purchased  approximately  35 acres of undeveloped land adjacent to the land
     mentioned  above.  The  partnership   constructed  a  golf  driving  range,
     miniature golf, and batting  facility which was completed in July 1994. The
     Company contributed $350,000 cash for its 19% partnership  interest,  which
     is reported on the equity method of accounting.

     Following is a summary of condensed  financial  information  pertaining  to
     this limited partnership:

    Balance sheet data at March 31, 1996:
    
    Current assets                             $     8,327
    Noncurrent assets                            1,129,394
    Current liabilities                             31,622
    Noncurrent liabilities                       1,160,774
    Company's equity in net assets                 254,112
    
                                                    YEARS ENDED MARCH 31,
                                                   -----------------------
                                                   1996               1995
                                                   ----               ----
 
   Operations data:
     Revenue                                     $ 261,526          $ 121,961
     Costs and expenses                            548,928            339,236
                                                 ---------          ---------
            
     Net loss                                    $(287,402)         $(217,275)
                                                 =========          =========
     Company's equity in limited
       partnership loss                          $  54,606)         $ (41,282)
                                                 ==========         =========
                                                                        
The land  owned by the  partnerships  discussed  above is  located  in  Colorado
Springs,  Colorado and,  accordingly,  the value of these properties is directly
affected by local economic and operating conditions.

                                      F-11

<PAGE>
                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

6. INCOME TAXES:
   -------------

     The items that give rise to the components of the net deferred tax asset as
     of March 31, 1996, are as follows:

             
             Gas royalty interest                  $  227,000
             Net operating loss carryforward          231,000
                                                   ----------
             Deferred tax asset                       458,000
             Less valuation allowance                (458,000)
                                                   ----------
             Net deferred tax asset                $        -
                                                   ==========
            
     For the year ended March 31, 1996,  the  valuation  allowance  increased by
     $43,000.  As of March 31, 1996,  AROC has net operating loss  carryforwards
     for  Federal  income  tax  purposes,  of which  approximately  $500,000  is
     attributable to the Company  pursuant to the Asset Purchase  Agreement and,
     if not previously utilized, will expire in the years 2009 and 2010.

7. COMMITMENTS:
   ------------

     Effective December 1995, a five-year management agreement (the "Agreement")
     was  entered  into  between  the  Company,  the  Company's  president  (the
     "Executive")  and the parent  company.  The Agreement,  which  supersedes a
     previous employment agreement,  provides for minimum annual compensation of
     $145,000 plus employee benefits.  On the last day of September of each year
     thereafter,  the term of the Agreement shall be  automatically  extended an
     additional year unless, prior to such last day of September, the Company or
     the  Executive  shall  have  delivered  written  notice  that  the  term of
     employment  will not be extended.  The  Agreement  may be terminated by the
     Company only upon the death or disability of the Executive or for cause. If
     the Executive is terminated without cause, the Company would be required to
     pay as severance pay an amount equal to the Executive's salary in effect as
     of the  date of  termination  multiplied  by the  greater  number  of years
     remaining in the term of employment or the number three.

     The Company also entered into a three-year employment agreement in December
     1995  with  two  other   officers   which  provide  for  aggregate   annual
     compensation  of $85,000 plus employee  benefits.  The agreements  shall be
     automatically  extended an  additional  year on  September  30 of each year
     thereafter  unless written notice is given by either party that the term of
     employment will not be extended.  The agreements may be terminated upon the
     death or disability of the individual officer or for cause.

8. FINANCIAL INSTRUMENTS:
   ----------------------

     Statement of Financial  Accounting  Standards No. 107 requires all entities
     to  disclose  the fair  value of  certain  financial  instruments  in their
     financial  statements.  Accordingly,  at March 31, 1996,  management's best
     estimate is that the  carrying  amount of cash and  equivalents,  notes and
     other receivables,  accounts payable and accrued expenses approximates fair
     
                                      F-12

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
           (A Wholly-Owned Subsidiary of American Rivers Oil Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (Information Subsequent to March 31, 1996 is Unaudited)

     value  due to the short  maturity  of these  instruments.  Due to the short
     operating  history  of  the  business  owned  by  the  limited  partnership
     discussed in Note 5, management is unable to estimate the fair value of the
     Company's 19% limited partner interest.  However,  management believes that
     fair value exceeds the carrying value at March 31, 1996.


9. STOCKHOLDER'S EQUITY (UNAUDITED):
   ----------------------------------

     In November  1996,  certain  officers  and  employees  of the Company  were
     allocated 38,300 shares of AROC's common stock from AROC's 1987 Stock Bonus
     Plan as additional compensation.  Compensation costs recorded in connection
     with the  issuance  of  these  shares  were  approximately  $50,000  with a
     corresponding credit to paid-in capital.







                                      F-13







                                                                   ATTACHMENT A

                           ARTICLES OF INCORPORATION

                                       OF

                    BISHOP CABLE COMMUNICATIONS CORPORATION

     The undersigned incorporator, being a natural person of the age of 18 years
or more,  and  desiring  to form a  corporation  under  the laws of the State of
Wyoming,  does hereby sign,  verify and deliver in duplicate to the Secretary of
State of the State of Wyoming these Articles of Incorporation.

                                   ARTICLE I
                                      NAME

     The name of the corporation shall be:

                    Bishop Cable Communications Corporation

                                   ARTICLE II
                                    CAPITAL

     The total  number  of shares of all  classes  of  capital  stock  which the
corporation  shall  have  authority  to issue  is  20,000,000  shares,  of which
5,000,000  shares shall be shares of Preferred Stock, no par value per share and
15,000,000 shares shall be shares of Common Stock, $.01 par value per share.

     (a) Preferred  Stock.  The  designations  and the powers,  preferences  and
rights,  and the  qualifications,  limitations or  restrictions of the Preferred
Stock, the  establishment of different series of Preferred Stock, and variations
in the relative  rights and  preferences  as between  different  series shall be
established in accordance with the Wyoming Business Corporation Act by the Board
of Directors.

     (b) Common  Stock.  The holders of Common  Stock shall have and possess all
rights as  shareholders  of the  corporation,  including  such  rights as may be
granted elsewhere by these Articles of Incorporation,  except as such rights may
be  limited  by  the  preferences,   privileges  and  voting  powers,   and  the
restrictions and limitations of the Preferred Stock.

     Subject  to  preferential  dividend  rights,  if  any,  of the  holders  of
Preferred Stock, dividends upon the Common Stock may be declared by the Board of
Directors and paid out of any funds legally available therefor at such times and
in such amounts as the Board of Directors shall determine.

10021EOF

<PAGE>

     The capital stock, after the amount of the subscription price has been paid
in, shall not be subject to assessment to pay the debts of the corporation.

     Any stock of the  corporation may be issued for money,  property,  services
rendered, labor done, cash advances for the corporation, or for any other assets
of value in accordance with the action of the Board of Directors, whose judgment
as to value received in return therefor shall be conclusive and said stock, when
issued, shall be fully paid and nonassessable.

                                  ARTICLE III
                              NO PREEMPTIVE RIGHTS

     A  shareholder  of the  corporation  shall not be entitled to a  preemptive
right to purchase,  subscribe for, or otherwise acquire any unissued or treasury
shares of stock of the  corporation,  or any options or  warrants  to  purchase,
subscribe for or otherwise  acquire any such unissued or treasury shares, or any
shares,  bonds,  notes,  debentures,  or other  securities  convertible  into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such unissued or treasury shares.

                                   ARTICLE IV
                               CUMULATIVE VOTING

     A  shareholder  of the  corporation  shall not be  entitled  to  cumulative
voting.

                                   ARTICLE V
                          REGISTERED OFFICE AND AGENT

     The initial  registered  office of the corporation  shall be at 716 College
View Drive,  Riverton,  Wyoming  82501,  and the name of the initial  registered
agent at such address is Robert E. Thrailkill.  Either the registered  office or
the registered agent may be changed in the manner provided by law.

     Part or all of the  business of said  corporation  may be carried on in the
State of Wyoming or beyond the limits of the State of Wyoming,  in other  states
or territories of the United States and in foreign countries.

10021EOF

                                     --2--

<PAGE>

                                   ARTICLE VI
                               BOARD OF DIRECTORS

     The business and affairs of this Corporation shall be managed by a Board of
Directors which shall have all authority  granted to it by the Wyoming  Business
Corporation  Act. The number of directors  may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation.
So long as the number of directors  shall be less than three,  no shares of this
corporation may be issued and held of record by more shareholders than there are
directors.  Any shares issued in violation of this  paragraph  shall be null and
void. In the event there are less than three  directors,  this  provision  shall
also constitute a restriction on the transfer of shares.

     The initial  board of directors of the  corporation  shall consist of three
directors,  and the names  and  addresses  of the  persons  who  shall  serve as
directors  until  the  first  annual  meeting  of  shareholders  or until  their
successors are elected and shall qualify are:

            Robert E.  Thrailkill    716 College View Drive
                                     Riverton, Wyoming 82501

            Gene E.  York            716 College View Drive
                                     Riverton, Wyoming 82501

            John R.  Benesch         716 College View Drive
                                     Riverton, Wyoming 82501


     In the event that the Board of Directors  consists of six or more  members,
the Board shall be divided  into three  classes,  as equal in number as the then
total  number of  members  of the Board.  Prior to the first  annual  meeting of
shareholders  wherein the Board shall consist of six or more members,  the Board
shall divide itself into three classes which shall be  denominated as Class One,
Class Two and Class Three.  At the first  annual  meeting of  shareholders  held
subsequent  to the increase in the number of  directors to six or more  members,
the persons nominated as Class One directors shall be elected to hold office for
a term expiring at the next succeeding annual meeting and until their successors
have been duly elected or until death, resignation or removal. Persons nominated
for election as Class Two  directors  shall be elected to hold office for a term
expiring at the second succeeding annual meeting and until their successors have
been duly elected or until death,  resignation or removal. Persons nominated for
election  as Class  Three  directors  shall be elected to hold office for a term
expiring at the third succeeding  annual meeting and until their successors have
been duly  elected or until  death,  resignation  or  removal.  At all  meetings
thereafter, directors to be elected to the class then being elected shall be

10021EOF

                                     --3--
<PAGE>


elected  to hold  office  for a term  expiring  at the third  succeeding  annual
meeting  and until  their  successors  have been duly  elected  or until  death,
resignation or removal, except for directors being elected solely by a series of
preferred  stock,  if  the  resolution   defining  the  rights  of  such  series
specifically  states  that the  directors  being  elected by the holders of that
series of  preferred  stock shall be elected to serve only until the next annual
meeting of  shareholders  and until their  successors  have been duly elected or
until death, resignation,  or removal. Any vacancies in the Board for any reason
and any newly created directorships resulting from any increase in the number of
directors may be filled by the Board acting by a majority of the directors  then
in office,  although less than a quorum,  and any directors so chosen shall hold
office until the next election of the class for which such directors  shall have
been  chosen  and  until  their  successors  shall be  elected  or until  death,
resignation or removal. No decrease in the number of directors shall shorten the
term of any incumbent director.

     Notwithstanding  any other provisions of these Articles of Incorporation or
the Bylaws of the  corporation  (and  notwithstanding  the fact that some lesser
percentage  may be  specified by law,  these  Articles of  Incorporation  or the
Bylaws of the  corporation),  the affirmative vote of the holders of 75% or more
of the total votes of the shares  entitled to vote  generally in the election of
directors (considered for this purpose as one class) shall be required to amend,
alter, change or repeal this Article VI of the Articles of Incorporation.

                                  ARTICLE VII
                                INDEMNIFICATION

     The corporation  shall indemnify any person who is or was a director to the
maximum extent provided by statute.

     The  corporation  shall  indemnify  any  person  who is or was an  officer,
employee or agent of the corporation who is not a director to the maximum extent
provided by law, or to a greater  extent if consistent  with law and if provided
by resolution of the corporation's shareholders or directors, or in a contract.

     The corporation may purchase and maintain insurance on behalf of any person
who  is or  was a  director,  officer,  employee,  fiduciary  or  agent  of  the
corporation and who while a director,  officer, employee,  fiduciary or agent of
the  corporation,  is or was  serving  at the  request of the  corporation  as a
director,  officer, partner, trustee, employee,  fiduciary or agent of any other
foreign or  domestic  corporation,  partnership,  joint  venture,  trust,  other
enterprise or employee  benefit plan against any liability  asserted  against or
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under provisions of the statute.

lOO2lEOF

                                     --4--

<PAGE>

                                  ARTICLE VIII
                        LIMITATION OF DIRECTOR LIABILITY

     A  director  of the  corporation  shall  not be  personally  liable  to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty to the  corporation  or to its  shareholders,  (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law,  (iii) for acts  specified  under  Section  17-16-833  of the
Wyoming Business  Corporation Act or any amended or successor provision thereof,
or (iv) for any transaction from which the director derived an improper personal
benefit.  If the Wyoming Business  Corporation Act is amended after this Article
is adopted to authorize  corporate  action  further  eliminating or limiting the
personal  liability  of  directors,  then the  liability  of a  director  of the
corporation  shall be eliminated or limited to the fullest  extent  permitted by
the Wyoming Business Corporation Act as so amended.

     Any repeal or modification of the foregoing  paragraph by the  shareholders
of the  corporation  shall not  adversely  affect any right or  protection  of a
director of the corporation existing at the time of such repeal or modification.

                                   ARTICLE IX
                            CORPORATE OPPORTUNITIES

     The officers, directors and other members of management of this corporation
shall be subject to the doctrine of corporate  opportunities  only insofar as it
applies to business  opportunities  in which this  corporation  has expressed an
interest as determined from time to time by the corporation's Board of Directors
as evidenced by resolutions  appearing in the corporation's  minutes.  When such
areas of interest are delineated,  all such business  opportunities  within such
areas of interest  which come to the  attention of the  officers,  directors and
other members of management of this corporation  shall be disclosed  promptly to
this corporation and made available to it. The Board of Directors may reject any
business  opportunity  presented to it and thereafter  any officer,  director or
other member of  management  may avail himself of such  opportunity.  Until such
time as this corporation, through its Board of Directors, has designated an area
of interest,  the  officers,  directors  and other members of management of this
corporation  shall be free to engage in such areas of  interest on their own and
the  provisions  hereof shall not limit the rights of any  officer,  director or
other member of management of this corporation to continue a business existing


10021EOF

                                     --5--
<PAGE>


prior to the time that such area of interest is designated by this  corporation.
This provision shall not be construed to release any employee of the corporation
(other than an officer,  director or member of management) from any duties which
he may have to the corporation.

                                   ARTICLE X
                           COMPROMISES WITH CREDITORS

     Whenever a compromise or arrangement is proposed by the corporation between
it and its creditors or any class of them,  and/or between said  corporation and
its shareholders or any class of them, any court of equitable  jurisdiction may,
on the application in a summary way by said corporation, or by a majority of its
stock,  or on the  application  of any receiver or receivers  appointed for said
corporation,  or on the application of trustees in dissolution,  order a meeting
of the creditors or class of creditors  and/or of the  shareholders  or class of
shareholders  of said  corporation,  as the case may be, to be  notified in such
manner as the said court decides. If a majority in number, representing at least
three-fourths  in amount of the  creditors  or class of  creditors,  and/or  the
holders of the majority of the stock or class of stock of said  corporation,  as
the  case  may  be,  agree  to  any  compromise  or  arrangement  and/or  to any
reorganization  of said  corporation,  as a  consequence  of such  compromise or
arrangement,  the said compromise or arrangement and/or the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  upon all the  creditors  or class of  creditors,  and/or on all the
shareholders or class of shareholders of said  corporation,  as the case may be,
and also on said corporation.

                                   ARTICLE XI
                            MEETINGS OF SHAREHOLDERS

     Meetings of  shareholders  shall be held at such time and place as provided
in the Bylaws of the corporation. At all meetings of the shareholders, one-third
of all shares entitled to vote at the meeting shall constitute a quorum.

                                  ARTICLE XII
                             VOTING OF SHAREHOLDERS

     With respect to any action to be taken by shareholders of this  corporation
which  pursuant to statute  requires the vote of two-thirds  of the  outstanding
shares  entitled  to vote  thereon,  a vote or  concurrence  of the holders of a
majority of the outstanding shares of the shares entitled to vote thereon, or of
any class or series, shall be required.

10021EOF

                                     --6--
<PAGE>


                                  ARTICLE XIII
                                  INCORPORATOR

     The name and address of the incorporator are as follows:

                            John A.  Alsko
                            716 College View Drive
                            Riverton, Wyoming 82501

     IN WITNESS WHEREOF, the undersigned certifies under penalty of perjury that
the execution of this  instrument is the  undersigned's  act and deed,  that the
undersigned has read these Articles of Incorporation and all attachments thereto
and knows the contents thereof and the facts stated therein are true.

Date:       5/27/92                     /s/  JOHN A. ALSKO
      ---------------------             ---------------------------------------

10021EOF

                                     --7--
<PAGE>

                             ARTICLES OF AMENDMENT
                                       TO
                           ARTICLES OF INCORPORATION
                                       OF
                    BISHOP CABLE COMMUNICATIONS CORPORATION

     Article I shall be revised as follows:

                                   ARTICLE I
                                      NAME

     The name of the corporation shall be:

                           Bishop Capital Corporation

     This amendment was approved by written  consent of all of the directors and
the sole shareholder of Bishop Cable Communications  Corporation (the "Company")
on November 20, 1995.  As of November 20, 1995,  the Company's  only  authorized
class of voting  securities  was its  Common  Stock,  $.01 par  value,  of which
15,000,000 shares were authorized and 4,500,000 shares were outstanding,  all of
which are owned by the Company's sole shareholder, Metro Capital Corporation and
all of which shares were voted in favor of the Amendment.

     IN WITNESS WHEREOF, the undersigned certifies under penalty of perjury that
the execution of this  instrument is the  undersigned's  act and deed,  that the
undersigned has read these Articles of Incorporation and all attachments thereto
and knows the contents thereof and the facts stated therein are true

Date: November 20, 1995


                                                 /s/ John R Benesch
                                                -------------------------------
                                                John R Benesch, Secretary



                                                                   ATTACHMENT B

                    BISHOP CABLE COMMUNICATIONS CORPORATION

                                     BYLAWS

                                   ARTICLE I
                                    OFFICES

     The  principal  office  of Bishop  Cable  Communications  Corporation  (the
"Corporation")  shall be located in the State of Wyoming.  The  Corporation  may
have such other  offices or  relocate  its  principal  office  either  within or
without the State of Wyoming as the Board of Directors of the  Corporation  (the
"Board") may designate or as the business of the Corporation may require.

     The registered  office of the Corporation in the Articles of  Incorporation
(the "Articles") need not be identical with the principal office in the State of
Wyoming.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 1. Annual Meeting.  The annual meeting of the shareholders shall be
held each year on a date and at a time and place to be  determined by resolution
of the Board,  for the purpose of electing  directors and for the transaction of
such other business as may come before the meeting. If the election of directors
shall  not be  held  on  the  day  designated  for  the  annual  meeting  of the
shareholders,  or at any adjournment thereof, the Board shall cause the election
to be held at a special meeting of the shareholders.

     Section 2. Special  Meetings.  Special meetings of the shareholders for any
purpose,  unless  otherwise  provided  for  by  statute,  may be  called  by the
President,  the Board or by the  President  at the request of the holders of not
less than one-tenth of all the shares of the Corporation entitled to vote at the
meeting.

     Section 3. Place of  Meeting.  The Board may  designate  any place,  either
within or without the State of  Wyoming,  as the place of meeting for any annual
or special meeting. If no designation is made, the place of meeting shall be the
registered office of the Corporation in the State of Wyoming.

     Section 4. Notice of Meeting.  Written notice,  stating the place,  day and
hour of the meeting and, in case of a special  meeting,  the purpose or purposes
for which the meeting is called,  shall be delivered as the laws of the State of
Wyoming shall provide.

10021E12

<PAGE>

     Section  5.  Fixing  of  Record  Date.   For  the  purpose  of  determining
shareholders  entitled to notice of or to vote at any meeting of shareholders or
any  adjournment  thereof,  or  shareholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  shareholders  for any other
proper purpose,  the Board may fix in advance a date (the "Record Date") for any
such  determination of  shareholders,  which date shall be not more than 50 days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If no Record Date is fixed by the Board, the Record
Date for any such  purpose  shall be ten days before the date of such meeting or
action. The Record Date determined for the purpose of ascertaining the number of
shareholders  entitled to notice of or to vote at a meeting may not be less than
ten days prior to the meeting.  When a Record Date has been  determined  for the
purpose of a meeting, the determination shall apply to any adjournment thereof.

     Section  6.  Quorum.  If less  than a quorum of the  outstanding  shares as
provided for in the Articles are  represented at a meeting,  such meeting may be
adjourned without further notice for a period which shall not exceed 60 days. At
such adjourned meeting, at which a quorum shall be present,  any business may be
transacted  which might have been  transacted  at the original  meeting.  Once a
quorum is present at a duly  organized  meeting,  the  shareholders  present may
continue to transact business until adjournment,  notwithstanding any departures
of shareholders during the meeting which leave less than a quorum.

     Section 7. Voting of Shares.  Each outstanding share entitled to vote shall
be  entitled to one vote upon each  matter  submitted  to a vote at a meeting of
shareholders.

     Section 8. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy  executed  in  writing  by the  shareholder  or by his duly  authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
Corporation before or at the time of the meeting.  No proxy shall be valid after
11 months  from the date of its  execution,  unless  otherwise  provided  in the
proxy.  Proxies  shall be in such form as shall be  required by the Board and as
set  forth in the  notice  of  meeting  and/or  proxy or  information  statement
concerning such meeting.

     Section 9. Voting of Shares by Certain Holders. Shares standing in the name
of  another  corporation  may be voted by agent or proxy as the  bylaws  of such
corporation may prescribe or, in the absence of such provision,  as the Board of
Directors of such  corporation  may  determine as evidenced by a duly  certified
copy of either the bylaws or corporate resolution.

     Neither  treasury  shares nor shares  held by another  corporation,  if the
majority of the shares  entitled to vote for the  election of  directors of such
other  corporation is held by the Corporation,  shall be voted at any meeting or
counted in determining the total number of outstanding shares at any given time.

10021E12

                                       2
<PAGE>

     Shares held by an administrator,  executor,  guardian or conservator may be
voted by such  fiduciary,  either in person or by proxy,  without a transfer  of
such shares into the name of such  fiduciary.  Shares  standing in the name of a
trustee  may be voted by such  trustee,  either in  person  or by proxy,  but no
trustee shall be entitled to vote shares held by a trustee without a transfer of
the shares into such trust.

     Shares standing in the name of a receiver may be voted by such receiver and
shares held by or under the control of a receiver may be voted by such receiver,
without the transfer  thereof into the name of such  receiver if authority so to
do is contained in an  appropriate  order of the court by which the receiver was
appointed.

         A  shareholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been  transferred  on the books of the  Corporation
into the name of the pledgee,  and there after the pledgee  shall be entitled to
vote the shares so transferred.

     Section 10. Action by Consent of all  Shareholders.  Any action required to
be taken,  or which may be taken at a meeting of the  shareholders  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the shareholders  entitled to vote with respect to the
subject matter thereof. Such written consent or consents shall be filed with the
minutes of the  Corporation.  Such action by written  consent of all entitled to
vote  shall  have  the  same  force  and  effect  as a  unanimous  vote  of such
shareholders.

     Section  11.  Inspectors.  The Board  may,  in  advance  of any  meeting of
shareholders,  appoint  one or more  inspectors  to act at such  meeting  or any
adjournment  thereof.  If the inspectors  shall not be so appointed or if any of
them  shall fail to appear or act,  the  chairman  of the  meeting  may  appoint
inspectors.  Each  inspector,  before entering upon the discharge of his duties,
shall take and sign an oath  faithfully  to execute the duties of  inspector  at
such meeting with strict  impartiality and according to the best of his ability.
The inspectors  shall determine the number of shares  outstanding and the voting
power of each, the number of shares represented at the meeting, the existence of
a quorum, the validity and effect of proxies and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine  the result and do such acts as are proper to conduct the  election or
vote with  fairness  to all  shareholders.  On  request of the  chairman  of the
meeting or any shareholder entitled to vote thereat, the inspectors shall make a

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<PAGE>


report in writing of any  challenge,  request or matter  determined  by them and
shall execute a certificate of any fact found by them.

                                  ARTICLE III
                               BOARD OF DIRECTORS

     Section 1.  General  Powers.  The Board  shall have the power to manage the
business  and  affairs  of the  Corporation  in such  manner as it sees fit.  In
addition to the powers and  authorities  expressly  conferred upon it, the Board
may do all lawful acts which are not directed to be done by the  shareholders by
statute, by the Articles or by these Bylaws.

     Section 2. Number,  Tenure and  Qualifications.  The number of directors of
the Corporation  shall be three.  Each director shall hold office until the next
annual meeting of shareholders  and until a successor  director has been elected
and  qualified,  or until the death,  resignation  or removal of such  director.
Directors need not be residents of the State of Wyoming or  shareholders  of the
Corporation.

     Section 3. Regular Meetings.  A regular meeting of the Board shall be held,
without other notice than this Bylaw, immediately after and at the same place as
the annual meeting of shareholders.  The Board may provide,  by resolution,  the
time and place,  either within or without the State of Wyoming,  for the holding
of additional regular meetings, without other notice than such resolution.

     Section 4. Special Meetings. Special meetings of the Board may be called by
or at the request of the President or any two  directors.  The person or persons
authorized  to call  special  meetings  of the Board may fix any  place,  either
within or without  the State of  Wyoming,  as the place for  holding any special
meeting of the Board called by them.

     Section 5. Telephonic Meetings. Members of the Board and committees thereof
may  participate  and be  deemed  present  at a meeting  by means of  conference
telephone or similar communications equipment by which all persons participating
in the meeting can hear each other at the same time.

     Section 6.  Notice.  Notice of any  special  meeting of the Board  shall be
given by telephone,  telegraph or written  notice sent by mail.  Notice shall be
delivered at least one day prior to the meeting (five days before the meeting if
the  meeting  is held  outside  the  State of  Wyoming)  if given by  telephone,
telegram or if,delivered personally. If notice is given by telegram, such notice
shall be deemed to be delivered  when the telegram is delivered to the telegraph
company.  Written  notice  may be  delivered  by mail to each  director  at such
director's  business or home  address and if mailed  shall be delivered at least
five days prior to the meeting.

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<PAGE>


If mailed,  such notice  shall be deemed to be delivered  when  deposited in the
United States mail so addressed with postage thereon  prepaid.  Any director may
waive notice of any meeting.  The  attendance  of a director at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

     Section 7. Quorum.  A majority of the total  membership  of the Board shall
constitute a quorum for the transaction of business at any meeting of the Board,
but if a quorum shall not be present at any meeting or  adjournment  thereof,  a
majority of the  directors  present may  adjourn  the  meeting  without  further
notice.

     Section 8. Action by Consent of All  Directors.  Any action  required to be
taken,  or which may be taken at a meeting  of the Board may be taken  without a
meeting,  if a consent in writing,  setting forth the action so taken,  shall be
signed by all of the  directors  entitled  to vote with  respect to the  subject
matter thereof. Such written consent or consents shall be filed with the minutes
of the Corporation. Such action by written consent of all entitled to vote shall
have the same  force  and  effect as a  unanimous  vote of such  directors  at a
meeting of directors at which a quorum is present.

     Section 9. Manner of Acting. The act of a majority of the directors present
at a meeting at which a quorum is present shall be an act of the Board.

     The order of business at any regular or special  meeting of the Board shall
be:


     1.  Record of those  present.
     2.  Secretary's  proof of notice of  meeting,  if notice is not  waived.
     3.  Reading  and  disposal of  unapproved  minutes,  if any.
     4.  Reports  of  officers,  if  any. 
     5.  Unfinished  business,  if any.
     6.  New  business.
     7.  Adjournment.

     Section 10.  Vacancies.  Any vacancy occurring in the Board by reason of an
increase in the number specified in these Bylaws,  or for any other reason,  may
be filled by the  affirmative  vote of a majority  of the  remaining  directors,
though  less  than a quorum of the  Board  may  remain at the time such  meeting
considering filling such vacancies is held.

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<PAGE>

     Section 11. Compensation.  By resolution of the Board, the directors may be
paid their expenses, if any, for attendance at each meeting of the Board and may
be paid a fixed sum for  attendance  at each  meeting  of the Board and a stated
salary as director. No such payment shall preclude any director from serving the
Corporation  in any other capacity and receiving  compensation  therefor or from
receiving compensation for any extraordinary or unusual services as a director.

     Section 12.  Presumption of Assent.  A director of the  Corporation  who is
present at a meeting  of the Board at which  action on any  corporate  matter is
taken shall be presumed to have  assented to the action taken unless the dissent
of such  director  shall be entered  in the  minutes  of the  meeting,  filed in
writing  with the  person  acting as the  Secretary  of the  meeting  before the
adjournment  thereof or forwarded  by  registered  mail to the  Secretary of the
Corporation immediately after the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.

     Section 13. Executive or Other Committees. The Board, by resolution adopted
by a majority of the entire Board,  may designate among its members an executive
committee  and one or  more  other  committees,  each of  which,  to the  extent
provided in the resolution, shall have all of the authority of the Board, but no
such  committee  shall have the  authority of the Board in reference to amending
the Articles,  adopting a plan of merger or  consolidation,  recommending to the
shareholders  the  sale,  lease,   exchange  or  other  disposition  of  all  or
substantially  all of the property and assets of the Corporation  otherwise than
in  the  usual  and  regular  course  of  its  business,   recommending  to  the
shareholders a voluntary dissolution of the Corporation or a revocation thereof,
or amending the Bylaws.  The  designation of such  committees and the delegation
thereto of  authority  shall not  operate to  relieve  the Board,  or any member
thereof, of any responsibility imposed by law.

     Any action  required  to be taken,  or which may be taken at a meeting of a
committee designated in accordance with this Section of the Bylaws, may be taken
without a meeting,  if a consent in  writing  setting  forth the action so taken
shall be signed by all those entitled to vote with respect to the subject matter
thereof. Such written consent or consents shall be filed with the minutes of the
Corporation.  Such action by written  consent of all entitled to vote shall have
the same force and effect as a unanimous vote of such persons.

     Section 14. Resignation of Officers and Directors.  Any director or officer
may resign at any time by submitting a resignation in writing.  Such resignation
takes  effect from the time of its receipt by the  Corporation  unless a date or
time is fixed in the  resignation,  in which case it will take  effect from that
time. Acceptance of the resignation shall not be required to make it effective.

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<PAGE>

                                   ARTICLE IV
                                    OFFICERS

     Section 1. Number. The officers of the Corporation shall be a President,  a
Secretary and a Treasurer,  all of whom shall be executive  officers and each of
whom shall be elected by the  Board,  and such other  officers  as the Board may
designate  from  time  to  time.  A  Chairman  of  the  Board,  Chairman  of the
Board/Chief Executive Officer and one or more Vice Presidents shall be executive
officers if the Board so  determines  by  resolution.  Such other  officers  and
assistant   officers,   as  may  be  deemed   necessary,   shall  be  designated
administrative  assistant officers and may be appointed and removed as the Chief
Executive  Officer  decides.  Any two or more  offices  may be held by the  same
person.

     Section 2.  Election  and Term of Office.  The  executive  officers  of the
Corporation,  to be elected by the Board, shall be elected annually by the Board
at its first meeting held after each annual meeting of the  shareholders or at a
convenient time soon thereafter.  Each executive officer shall hold office until
the  resignation  of such  officer  or a  successor  shall be duly  elected  and
qualified,  until the death of such executive officer,  or until removal of such
officer in the manner herein provided.

     Section 3. Removal.  Any officer or agent elected or appointed by the Board
may be removed by the Board whenever, in its judgment, the best interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

     Section 4. Vacancies.  A vacancy in any executive  office because of death,
resignation,  removal,  disqualification or otherwise may be filled by the Board
for the unexpired portion of the term.

     Section  5. The  Chairman  of the Board.  If a  Chairman  of the Board (the
"Chairman")  shall be elected by the Board,  the Chairman  shall  preside at all
meetings of the  shareholders  and of the Board. The Chairman may sign, with the
officers  authorized by the Chief Executive  Officer or the Board,  certificates
for the shares of the  Corporation  and shall  perform such other duties as from
time to time are  assigned  by the Chief  Executive  Officer or the  Board.  The
Chairman of the Board may be elected as the Chief  Executive  Officer,  in which
case the Chairman shall perform the duties  hereinafter set forth in Article IV,
Section 7, of these Bylaws.

     Section  6. The  President.  The  President  may  sign,  with the  officers
authorized by the Chief Executive Officer or the Board, certirficates for shares

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<PAGE>


of the  Corporation and shall perform such other duties as from time to time are
assigned  by the Chief  Executive  Officer or the Board.  The  President  may be
elected as the Chief Executive  Officer of the  Corporation,  in which case, the
President shall perform the duties  hereinafter set forth in Article IV, Section
7, of these Bylaws.

     Section 7. The Chief Executive Officer.  If no Chairman shall be elected by
the  Board,  the  President  shall  be  the  Chief  Executive   Officer  of  the
Corporation.  If a Chairman is elected by the Board,  the Board shall designate,
as between the  Chairman  and the  President,  who shall be the Chief  Executive
Officer.  The Chief  Executive  Officer shall be,  subject to the control of the
Board, in general charge of the affairs of the Corporation.  The Chief Executive
Officer may sign, with the other officers of the  Corporation  authorized by the
Board, deeds,  mortgages,  bonds, contracts or other instruments whose execution
the Board has  authorized,  except in cases  where  the  signing  and  execution
thereof  shall be  expressly  delegated  by the  Board or these  Bylaws  to some
officer or agent of the Corporation, or shall be required by law to be otherwise
signed or executed.

     Section 8. The Vice  President.  In the absence of the  President or in the
event of the death or  inability  to act of the  President,  the Vice  President
shall perform the duties of the President, and when so acting shall have all the
powers of and be  subject to all the  restrictions  upon the  President.  In the
event there is more than one Vice  President,  the Vice  Presidents in the order
designated at the time of their election,  or in the absence of any designation,
then in the order of their  election,  shall perform the duties of the President
and,  when so  acting,  shall have all the powers of and shall be subject to all
the restrictions upon the President. Any Vice President may sign, with the other
officers authorized by the Chief Executive Officer or the Board certificates for
shares of the  Corporation  and shall  perform such other duties as from time to
time may be assigned by the Chief Executive Officer or the Board.

     Section 9. The Secretary. Unless the Board otherwise directs, the Secretary
shall keep the minutes of the  shareholders'  and directors'  meetings in one or
more books  provided for that  purpose.  The  Secretary  shall also see that all
notices  are duly given in  accordance  with the law and the  provisions  of the
Bylaws;  be custodian of the corporate  records and the seal of the Corporation;
affix the seal or direct its affixing to all  documents,  the execution of which
on behalf of the Corporation is duly  authorized;  keep a list of the address of
each  shareholder;  sign,  with  the  other  officers  authorized  by the  Chief
Executive Officer or the Board, certificates for shares of the Corporation; have
charge of the stock  transfer  books of the  Corporation  and perform all duties
incident to the office of  Secretary  and such other duties as from time to time
may be assigned by the Chief Executive Officer or by the Board.

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<PAGE>

     Section 10. The Treasurer.  If required by the Board,  the Treasurer  shall
give a bond for the  faithful  discharge of his duties in such sum and with such
surety or sureties as the Board shall determine. The Treasurer shall have charge
and  custody  of  and  be  responsible  for  all  funds  and  securities  of the
Corporation,  receive  and give  receipts  for  monies  due and  payable  to the
Corporation  from any source  whatsoever and deposit all such monies in the name
of the Corporation in such banks, trust companies or other depositories as shall
be selected in accordance  with the provisions of the Bylaws.  The Treasurer may
sign, with the other officers  authorized by the Chief Executive  Officer or the
Board,  certificates  for shares of the Corporation and shall perform all duties
incident to the office of  Treasurer  and such other duties as from time to time
may be assigned by the Chief Executive Officer or the Board.

     Section 11.  Assistant  Officers.  The Chief Executive  Officer may appoint
such other officers and agents as may be necessary or desirable for the business
of the  Corporation.  Such other  officers  shall include one or more  Assistant
Secretaries  and  Treasurers  who shall have the power and  authority  to act in
place of the officer for whom they are elected or  appointed  as an assistant in
the event of the officer's  inability or  unavailability  to act in his official
capacity.  The  Assistant  Secretary or  Secretaries  or Assistant  Treasurer or
Treasurers may sign,  with the other officers  authorized by the Chief Executive
Officer or the Board, certificates for shares of the Corporation.  The Assistant
Treasurer  or  Treasurers  shall,  if required by the Board,  give bonds for the
faithful  discharge of their  duties in such sums and with such  sureties as the
Board shall determine.  The Assistant Secretaries and Assistant  Treasurers,  in
general, shall perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chief Executive Officer or the Board.

     Section 12. Salaries. The salaries of the executive officers shall be fixed
by the Board and no officer  shall be prevented  from  receiving  such salary by
reason of the fact that such officer is also a director of the Corporation.  The
salaries  of  the  administrative  assistant  officers  shall  be  fixed  by the
President.

                                   ARTICLE V
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts.  The Board may  authorize  any officer or  officers,
agent or agents,  to enter into any  contract on behalf of the  Corporation  and
such authority may be general or confined to specific instances.

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<PAGE>


     Section 2. Checks, Drafts, Etc.  All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness, issued in the name of
the Corporation,  shall be signed by such officer or officers,  agent or agents,
of the  Corporation  and in such manner as shall from time to time be determined
by resolution of the Board.

     Section 3. Deposits.  All funds of the Corporation  not otherwise  employed
shall be deposited  from time to time to the credit of the  Corporation  in such
banks, trust companies or other depositories as the Board may select.

                                   ARTICLE VI
                          CERTIFICATES FOR SECURITIES
                               AND THEIR TRANSFER

     Section  1.   Certificates   for  Securities.   Certificates   representing
securities of the Corporation (the "Securities")  shall be in such form as shall
be determined by the Board. To be effective,  such  certificates  for Securities
(the  "Certificates")  shall be signed by the President or a Vice  President and
the Secretary or an Assistant  Secretary of the  Corporation.  Any or all of the
signatures may be facsimiles if the Certificate is either  countersigned  by the
transfer  agent,  or  countersigned  by the facsimile  signature of the transfer
agent and  registered  by the  written  signature  of an officer of any  company
designated by the Board as registrar of transfers so long as that officer is not
an employee of the Corporation.

     A  Certificate  signed or  impressed  with the  facsimile  signature  of an
officer,  who ceases by death,  resignation or otherwise to be an officer of the
Corporation before the Certificate is delivered by the Corporation,  is valid as
though signed by a duly elected, qualified and authorized officer, provided that
such  Certificate  is  countersigned  by the signature of the transfer  agent or
facsimile  signature of the transfer agent of the  Corporation and registered as
aforesaid.

     All Certificates shall be consecutively  numbered or otherwise  identified.
Certificates shall state the jurisdiction in which the Corporation is organized,
the name of the person to whom the Securities are issued, the designation of the
series,  if any, and the par value of each share represented by the Certificate,
or a statement  that the shares are  without par value.  The name and address of
the person to whom the Securities  represented thereby are issued, the number of
Securities,  and date of issue,  shall be entered on the security transfer books
of the Corporation. All Certificates surrendered to the Corporation for transfer
shall be  canceled  and no new  Certificate  shall be issued  until  the  former
Certificate  for a like  number  of  shares  shall  have  been  surrendered  and
canceled, except that, in case of a lost, destroyed or mutilated Certificate,  a
new one may be issued  therefor upon such terms and indemnity to the Corporation
as the Board may prescribe.

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<PAGE>


     Section 2. Transfer of  Securities.  Transfer of  Securities  shall be made
only on the security  transfer books of the  Corporation by the holder of record
thereof,  by the legal  representative  of the holder who shall  furnish  proper
evidence of authority to transfer,  or by an attorney  authorized  by a power of
attorney which was duly executed and filed with the Secretary of the Corporation
and a surrender for cancellation of the Certificate for such shares.  The person
in whose name Securities  stand on the books of the Corporation  shall be deemed
by the Corporation to be the owner thereof for all purposes.

                                  ARTICLE VII

                                  FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                  ARTICLE VIII
                                   DIVIDENDS

     The Board may declare,  and the Corporation may pay in cash, stock or other
property,  dividends on its outstanding  shares in the manner and upon the terms
and conditions provided by law and its Articles.

                                   ARTICLE IX
                                      SEAL

         The Board shall  provide a  corporate  seal,  circular in form,  having
inscribed  thereon the corporate name, the state of  incorporation  and the word
"Seal." The seal on  Securities,  any  corporate  obligation to pay money or any
other document may be by facsimile, or engraved, embossed or printed.

                                   ARTICLE X
                                WAIVER OF NOTICE

     Whenever any notice is required to be given to any  shareholder or director
of the Corporation  under the provisions of these Bylaws or under the provisions
of the Articles or under the provisions of the  applicable  laws of the State of
Wyoming,  a waiver thereof in writing,  signed by the person or persons entitled
to such notice,  whether before,  at or after the time stated therein,  shall be
deemed equivalent to the giving of such notice.

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<PAGE>

                                   ARTICLE XI
                                INDEMNIFICATION

     The  Corporation  shall have the power to indemnify any director,  officer,
employee or agent of the Corporation or any person serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise to the fullest  extent
permitted by the Wyoming Business Corporation Act.

                                  ARTICLE XII
                                   AMENDMENTS

     These Bylaws may be altered, amended, repealed or replaced by new bylaws by
the Board at any regular or special meeting of the Board.

                                  ARTICLE XIII
                          UNIFORMITY OF INTERPRETATION
                                AND SEVERABILITY

     These Bylaws  shall be so  interpreted  and  construed as to conform to the
Articles and the statutes of the State of Wyoming or of any other state in which
conformity  may  become  necessary  by  reason  of  the   qualification  of  the
Corporation  to do business in such foreign state,  and where  conflict  between
these Bylaws and the Articles or a statute has arisen or shall arise, the Bylaws
shall be  considered  to be  modified  to the  extent,  but only to the  extent,
conformity  shall require.  If any Bylaw provision or its  application  shall be
deemed invalid by reason of the said nonconformity,  the remainder of the Bylaws
shall  remain  operable  in that the  provisions  set  forth in the  Bylaws  are
severable.

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                                       12



                                                                ATTACHMENT C

                              MANAGEMENT AGREEMENT

     THIS  AGREEMENT is made as of this 8th day of December  1995,  by and among
METRO CAPITAL CORPORATION,  a Wyoming corporation (the "Company"),  BISHOP CABLE
COMMUNICATIONS CORPORATION, a Wyoming corporation and wholly-owned subsidiary of
the Company (the  "Subsidiary")  and ROBERT E. THRAILKILL  ("R. E.  Thrailkill")
(the " Executive").

     R. E.  Thrailkill  is presently  employed by the Company as  President  and
Chief Executive Officer and has previously entered into an Executive  Employment
Agreement, dated April 1, 1993, whereby he is to be employed as the President of
the Company until March 31, 1998.  This Agreement  supersedes and  constitutes a
novation of the  Executive  Employment  Agreement  between the Company and R. E.
Thrailkill.

     Pursuant to an Asset Purchase  Agreement,  dated October 19, 1995,  between
the  Company  and  Karlton  Terry Oil  Company,  Karlton  Terry and Jubal  Terry
(collectively  "KTOC"),  KTOC will be obtaining control of the Company.  KTOC is
transferring  certain assets to the Company and the Company is  transferring  to
the  Subsidiary  all of its  assets  except  for (i)  the  amount  of  cash  and
marketable securities in excess of $1.2 million, which amount in any event shall
be at least  $700,000;  and,  (ii) the  Company's  working  interest in, and its
operating,  agreement  with respect to, the property  known as Twenty Mile Hill,
which is held by Metro Minerals  Corporation,  a wholly owned  subsidiary of the
Company. The Subsidiary is to be operated autonomously by the current management
of the Company until the Company  effects a distribution  of the Common Stock of
the Subsidiary to the holders of the Company's Common Stock, but in no event for
more than five (5) years.

     The  Company  and  the  Subsidiary   recognize  (i)  that  the  Executive's
contribution  to the growth and success of the Company  since its  inception has
been substantial,  (ii) the Executive has extensive experience in the management
of the  Company's  business,  and (iii)  KTOC has  extensive  experience  in the
management of KTOC's oil and gas business. The Company and the Subsidiary desire
to provide for the continued  employment of the Executive by the  Subsidiary and
to make certain  changes in the  Executive's  employment  arrangements  with the
Company which the Company and the Subsidiary  have determined will reinforce and
encourage the Executive's  continued  attention and dedication to the Subsidiary
as members of the  Subsidiary's  management.  The Executive is willing to commit
himself to serve the Subsidiary, on the terms and conditions herein provided.

     In order to effect the  foregoing,  the  Company,  the  Subsidiary  and the
Executive wish to enter into a management  employment agreement on the terms and
conditions set forth below.  Accordingly,  in  consideration of the promises and
the respective  covenants and agreements of the parties  herein  contained,  and
intending to be legally bound hereby, the parties hereto agree as follows:

     1. Employment.  The Subsidiary  hereby agrees to employ the Executive,  and
the Executive hereby agrees to serve the Subsidiary, on the terms and conditions
set forth herein.


<PAGE>

     2. Term.  The  employment of the Executive by the Subsidiary as provided in
Section I will  commence on the date hereof and continue for five (5) years from
the date hereof,  unless sooner terminated as hereinafter provided. On September
30, 1996, and on tile last day of September of each year thereafter, the term of
each Executive's  employment shall be automatically  extended an additional year
unless, prior to such last day of September, the Subsidiary shall have delivered
to the Executive or the Executive shall have delivered to the Subsidiary written
notice  that  the  term of the  Executive's  employment  hereunder  will  not be
extended.

     3. Positions and Duties.  R. E. Thrailkill  shall serve as President of the
Subsidiary,  his  powers  and  duties  in  that  capacity  to be  such as may be
determined from time to time by the Board of Directors of the Subsidiary. During
the  period of this  Agreement,  R. E.  Thrailkill  shall  serve  also,  without
additional compensation, as Chairman of the Board, Chief Executive Officer and a
director of the Subsidiary. and to any other such office as he may be elected or
appointed  by the Board of  Directors  of the  Subsidiary,  provided  such other
duties will not  interfere  with R. E.  Trailkill's  duties as  President of the
Subsidiary.  His curies in those  capacities shall be as set forth in the Bylaws
of the Subsidiary.

     The Subsidiary agrees to headquarter the Executive in the Riverton, Wyoming
area except for required travel on the Subsidiary's business.

     4.  Extent of  Services.  The  Executive  shall  devote  his  entire  time,
attention and energies to the business of the Subsidiary  and shall not,  during
the term of this Agreement,  be engaged in any other business activity,  whether
or not such  business  activity is pursued for gain,  profit or other  pecuniary
advantage,  unless prior  approval  therefor has been obtained from the Board of
Directors of the Subsidiary. This provision shall not be construed as preventing
the  Executive  from  investing  his  assets  in such form or manner as will not
require  any  services  on the part of the  Executive  in the  operation  of the
affairs of the companies in which such investments are made.

     5. Compensation and Related Matters. The Executive's  compensation,  as set
forth below,  is to be self-funded  by the  Subsidiary  with no liability to pay
such compensation by the Company.

          (a)  Salary.  During  the  period  of R.  E.  Thrailkill's  employment
hereunder,  the Subsidiary  shall pay to R. E.  Thrailkill a salary at a rate of
not less than $145,000 per annum.

     The  Executive's  salary shall be paid in equal  installments  as nearly as
practicable  on the  15th  and the  last  days of each  month  in  arrears.  The
Executive's  salary may be increased  from time to time (i) in  accordance  with
normal  business  practices of the  Subsidiary,  (ii) based upon the Executive's
performance  and/or  (iii)  to  reflect  increases  in the cost of  living.  The
Executive's  salary,  if so increased,  shall not thereafter  during the term of
this Agreement be decreased.  Compensation  of the Executive by salary  payments
shall  not be  deemed  exclusive  and  shall  not  prevent  the  Executive  from
participating in any other compensation or benefit plan of the Subsidiary or the

                                      -2 -
<PAGE>

Company. The salary payments (including any increased salary payments) hereunder
shall not in any way limit or reduce any other  obligation of the Company or the
Subsidiary  hereunder,  and no other compensation,  benefit or payment hereunder
shall in any way limit or reduce the  obligation  of tile  Subsidiary to pay the
Executive's salary hereunder.

          (b) Expenses. During the term of the Executive's employment hereunder,
the  Executive  shall  be  entitled  to  receive  prompt  reimbursement  for all
reasonable  expenses incurred by the Executive in performing services hereunder,
including  all  expenses of travel and living  expenses  while away from home on
business  or at the request of and in the  service of the  Subsidiary,  provided
that such  expenses  are  incurred  and  accounted  for in  accordance  with the
policies and procedures presently established by the Company.

          (c) Other Benefits.  The Company and the Subsidiary  shall maintain in
full force and  effect,  and the  Executive  shall be  entitled  to  continue to
participate in, all of its employee  benefit plans and arrangements in effect on
the date hereof in which the  Executive  participates  or plans or  arrangements
providing the Executive with at least equivalent benefits thereunder  (including
without  limitation each stock option plan, stock bonus plan, life insurance and
health  and-accident plan and arrangement,  medical  insurance plan,  disability
plan and  vacation  plan).  The  Company and the  Subsidiary  shall not make any
changes  in  such  plans  or  arrangements  which  would  adversely  affect  the
Executive's rights or benefits thereunder, unless such change occurs pursuant to
a program  applicable to all  executives of the Company and the  Subsidiary  and
does not  result in a  proportionately  greater  reduction  in the  rights of or
benefits to the  Executive as compared  with any other of the  executives of the
Company.  The Executive shall be entitled to participate in or receive  benefits
under any employee  benefit plan or arrangement made available by the Company or
the Subsidiary in the future to executives and key management employees, subject
to  and  on  a  basis   consistent  with  the  terms,   conditions  and  overall
administration  of such plans and  arrangements.  Nothing paid to the  Executive
under any plan or  arrangements  presently  in effect or made  available  in the
future  shall be deemed to be in lieu of the salaries  payable to the  Executive
pursuant to paragraph (a) of this Section.  Any payments or benefits  payable to
the  Executive  hereunder  in  respect of any  calendar  year  during  which the
Executive  is  employed  by the  Subsidiary  for less than the entire  such year
shall,  unless  otherwise  provided in the applicable  plan or  arrangement,  be
prorated  in  accordance  with the number of days in such  calendar  year during
which the Executive is so employed.

          (d)  Vacations.  The  Executive  shall be  entitled  to the  number of
vacation days in each calendar  year, and to  compensation  in respect of earned
but  unused  vacation  days,  determined  in  accordance  with the  Subsidiary's
vacation plan.  The Executive  shall also be entitled to all paid holidays given
by the Subsidiary to its executives.

          (e) Services  Furnished.  The  Subsidiary  shall furnish the Executive
with office space and such other facilities and services as shall be suitable to
the individual  Executive's  positions and adequate for the performance of their
respective duties as set forth in Section 3 hereof.

                                      -3-

<PAGE>

     6. Disclosure of  Information.  The Executive  recognizes and  acknowledges
that the operation of the Company and the  Subsidiary's  businesses and know how
as it may exist from time to time,  and the Company and the  Subsidiary's  trade
secrets  are  valuable,  special  and  unique  assets  of the  Company  and  the
Subsidiary's businesses. The Executive will not, during or after the term of his
employment.  disclose such information and know how or any part thereof,  or any
trade secrets, to any person, firm, corporation, association or other entity for
any reason or purpose whatsoever.  In the event of a breach or threatened breach
by an Executive of the  provisions  of this  paragraph,  the Company  and/or the
Subsidiary  shall be entitled to an injunction  restraining  the Executive  from
disclosing  in whole or in part such  information  or any trade  secrets or from
rendering any services to any person,  firm,  corporation,  association or other
entity to whom such  information  in whole or in part has been  disclosed  or is
threatened to be disclosed. Nothing herein shall be construed as prohibiting the
Company or the  Subsidiary  from  pursuing any other  remedies  available to the
Company or the  Subsidiary for such breach or threatened  breach,  including the
recovery of damages from the Executive.

     7.  Termination.  The Company may not terminate the Executive's  employment
for  any  reason.  The  individual   Executive's  employment  hereunder  may  be
terminated  only by the  Subsidiary  without any breach of this  Agreement  only
under the following circumstances:

          (a) Death. The Executive's  employment  hereunder shall terminate upon
his death.

          (b) Disability.  If, as a result of the Executive's  incapacity due to
physical or mental illness, the Executive shall have been absent from his duties
hereunder on a full-time basis for the entire period of six consecutive  months,
and within thirty (30) days after written  notice of termination is given (which
may  occur  before or after the end of such  six-month  periods)  shall not have
returned to the performance of his duties  hereunder on a full-time  basis,  the
Subsidiary may terminate the Executive's employment hereunder.

          (c) Cause.  The  Subsidiary may terminate the  Executive's  employment
hereunder for Cause.  For purposes of this Agreement,  the Subsidiary shall have
"Cause" to terminate the Executive's  employment  hereunder upon (A) the willful
and  continued  failure by the  Executive  to  substantially  perform his duties
hereunder (other than any such failure resulting from the executive's incapacity
due to physical or mental illness),  after demand for substantial performance is
delivered by the Subsidiary that specifically identifies the manner in which the
Subsidiary believes the Executive has not substantially performed his duties, or
(B) the willful  engaging by the  Executive in  misconduct  which is  materially
injurious  to the  Subsidiary,  monetarily  or  otherwise.  For purposes of this
paragraph,  no act,  or  failure  to  act,  on the  Executive's  part  shall  be
considered  "willful"  unless  done,  or omitted to be done,  by him not in good
faith and without  reasonable belief that his action or omission was in the best
interest of the Subsidiary.  Notwithstanding the foregoing,  the Executive shall
not be deemed to have been terminated for Cause without (i) reasonable notice to
the  Executive  setting  forth the reasons  for the  Subsidiary's  intention  to
terminate for Cause;  (ii) an opportunity  for the Executive,  together with his
counsel, to be heard before the Board of Directors of the Subsidiary,  and (iii)
delivery to the  Executive of a Notice of  termination  as defined in subsection


                                      -4-
<PAGE>

(e) hereof from the Board of Directors of the Subsidiary finding that in the
good faith  opinion of such Board the  Executive was guilty of conduct set forth
above  in  clause  (A) or (B) of the  preceding  sentence,  and  specifying  the
particulars thereof in detail.

         (d)  Termination  by the  Executive.  The  Executive  may terminate his
employment  hereunder  (i) for Good Reason or (ii) if his health  should  become
impaired  to an  extent  that  makes his  continued  performance  of his  duties
hereunder hazardous to his physical or
mental health or his life,  provided that the Executive shall have furnished the
Subsidiary with a written statement from a qualified doctor to such effect.

     For purposes of this  Agreement,  "Good  Reason" shall mean (A) a change in
control of the  Subsidiary  (as  defined  below)  which is not  approved  by the
Executive,  (B) a failure by the  Company or the  Subsidiary  to comply with any
material  provision of this  Agreement  which has not been cured within ten days
after  notice  of such  noncompliance  has been  given by the  Executive  to the
Company and  Subsidiary as the case may be, or (C) any purported  termination of
the  Executive's  employment  which is not  effected  pursuant  to a  Notice  of
Termination  satisfying  the  requirements  of  paragraph  (e)  hereof  (and for
purposes of this Agreement no such purported termination shall be effective).

     For  purposes of this  Agreement,  a "change in control of the  Subsidiary"
shall mean a change in control of a nature that would be required to be reported
in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Securities  Exchange Act of 1934 (the "Exchange  Act");  provided that,  without
limitation, such a change in control shall be deemed to have occurred if (i) any
"person" (as that term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the  Subsidiary  or any "person" who on the date hereof is a director
or officer of the Subsidiary,  is or becomes the "beneficial  owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly,  of securities of
the Company or the Subsidiary  representing  20% or more of the combined  voting
power of the Subsidiary's then outstanding securities, or (ii) during any period
of two consecutive  years during the term of this Agreement,  individuals who at
the beginning of such period  constitute the Board of the  Subsidiary  cease for
any reason to  constitute  at least a majority  thereof,  unless the election of
each  director  who was not a director at the  beginning of such period has been
approved  in  advance  by  directors  representing  at least  two-thirds  of the
directors then in office who were directors at the beginning of the period.

     The Company shall consult with the Executive  regarding any proposed change
in control of the Company.  For purposes hereof,  "change in control" shall have
the same meaning as set forth in the preceding paragraph.

          (e) Any termination of the Executive's employment by the Subsidiary or
by the Executive (other than termination pursuant to subsection (a) above) shall
be  communicated  by written Notice of Termination to the other parties  hereto.
For purposes of this Agreement,  a "Notice of  Termination"  shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall  set  forth in  reasonable  detail  the  facts and  circumstances
claimed to provide a basis for termination of the Executive's  employment  under
the provision so indicated.

                                      -5-
<PAGE>

          (f) "Date of Termination" shall mean (i) if the Executive's employment
is  terminated  by his  death,  the date of his death,  (ii) if the  Executive's
employment is terminated  pursuant to subsection (b) above, 30 days after Notice
of Termination is given  (provided that the Executive shall not have returned to
the  performance of his duties on a full-time basis during such 30 days period),
(iii) if the  Executive's  employment is terminated  pursuant to subsection  (e)
above,  the  date  specified  in the  Notice  of  Termination,  and  (iv) if the
Executive's  employment is terminated for any other reason,  the date on which a
Notice of Termination is given; provided that if within 30 days after any Notice
of Termination is given the party receiving such Notice of Termination  notifies
the other party that a dispute exists  concerning the  termination,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written  agreement of the parties,  by a binding and final arbitration
award  or  by a  final  judgment  order  or  decree  of  a  court  of  competent
jurisdiction  (the time for appeal therefrom having expired and no appeal having
been perfected).

     8. Compensation Upon Termination or During Disability.

          (a) If the  Executive  is unable to perform his  services by reason of
illness or  incapacity  for a period of more than six months,  the  compensation
otherwise  payable  to him  during  the  continued  period  of such  illness  or
incapacity shall be reduced by the amount of any insurance  benefits provided by
the Company or the  Subsidiary.  The  Subsidiary may terminate this Agreement at
any time after Executive shall be absent from his employment for whatever cause,
for a  continuous  period of more than six  months  and all  obligations  of the
Subsidiary  and  shareholders  hereunder  shall  cease  upon  such  termination,
provided,  however,  that in the event  that such  absence  is due to illness or
incapacity,  the  Subsidiary  shall  be  obligated  to pay the  full  amount  of
Executive's  salary  for the  balance  of the  term of this  Agreement  or until
Executive becomes gainfully employed, whichever is sooner.

          (b) If the  Executive's  employment is  terminated  by his death,  the
Subsidiary shall pay to the Executive's  spouse,  or if he leaves no spouse,  to
his estate,  commencing on the next succeeding day which is the 15th day or last
day of the month, as the case may be, and semimonthly thereafter on the 15th and
last days of each month,  until a total of 24 payments has been made,  an amount
on each payment date equal to the  semi-monthly  salary  payment  payable to the
Executive pursuant to Section 5(a) hereof at the time of his death.

          (c) If the Executive's  employment  shall be terminated for Cause, the
Subsidiary  shall  pay  the  Executive  his  full  salary  through  the  Date of
Termination at the rate in effect at the time Notice of Termination is given and
the Subsidiary  shall have no further  obligations  to the Executive  under this
Agreement.

                                       -6-
<PAGE>


          (d) If (A) in breach of this Agreement,  the Company or the Subsidiary
shall terminate an Executive's employment other than pursuant to Section 7(b) or
7(c)  hereof (it being  understood  that a  purported  termination  pursuant  to
Section 7(b) or 7(c) hereof which is disputed and finally determined not to have
been proper  shall be a  termination  by the Company  and/or the  Subsidiary  in
breach of this  Agreement) or (B) the Executive  shall  terminate his employment
for Good Reason, then

               (i) the Company and the  Subsidiary  shall pay the  Executive his
full salary  through the Date of  Termination  at the rate in effect at the time
Notice of Termination is given;

               (ii) in lieu of any further salary  payments to the Executive for
periods  subsequent  to the Date of  Termination,  the  Subsidiary  shall pay as
severance  pay to the  Executive  an  amount  equal  to the  product  of (A) the
Executive's  annual  salary  rate  in  effect  as of the  Date  of  termination,
multiplied by (B) the greater of the number of years  (including  partial years)
remaining in the term of employment hereunder or the number three, such payments
to be  made  in a lump  sum on or  before  the 5th  day  following  the  Date of
Termination;

               (iii) if termination of the Executive's  employment arises out of
a breach by the Subsidiary of this Agreement, the Subsidiary shall pay all other
damages  to which the  Executive  may be  entitled  as a result of such  breach,
including  damages for any and al' loss of benefits to the  Executive  under the
Company and the Subsidiary's employee benefit plans (other than the Subsidiary's
Incentive  Compensation  Plan) which the  Executive  would have  received if the
Subsidiary  had not breached this Agreement and had the  Executive's  employment
continued  for the full term  provided in Section 2 hereof,  and  including  all
legal fees and expenses incurred by him as a result of such termination; and

               (iv) if termination of the Executive's employment arises out of a
breach by the Company of this Agreement, the Company shall pay all other damages
to which the  Executive  may be entitled as a result of such  breach,  including
damages for any and all loss of benefits to the Executive  under the Company and
the  Subsidiary's  employee  benefit plan~ (other than the  Company's  Incentive
Compensation  Plan) which the  Executive  would have received if the Company had
not breached this Agreement and had the Executive's employment continued for the
full term  provided  in  Section  2 hereof,  and  including  all legal  fees and
expenses incurred by him as a result of such termination.

          (e) If the Executive shall terminate his employment  under clause (ii)
of Section 7(d) hereof,  the Subsidiary  shall pay the Executive his full salary
through  the Date of  Termination  at the rate in effect  at the time  Notice of
Termination is given together with such reasonable severance payment, if any, or
the Subsidiary's Board of Directors may determine.

          (f) Unless the Executive is terminated for Cause,  the Company and the
Subsidiary shall maintain in full force and effect, for the continued benefit of
the Executive for the greater of the number of years  (including  partial years)
remaining in the term of employment hereunder

                                      -7-
<PAGE>

or the number  three,  all  employee  benefit  plans and  programs  in which the
Executive  was  entitled  to  participate  immediately  prior  to  the  Date  of
Termination  provided that the Executive's  continued  participation is possible
under the general terms and provisions of such plans and programs.  In the event
that the Executive's  participation  in any such plan or program is barred,  the
Company and the Subsidiary  shall arrange to provide the Executive with benefits
substantially  similar to those which the Executive  would  otherwise  have been
entitle  to  receive  under such  plans and  programs  from which his  continued
participation is barred.

          (g) The Executive  shall not be required to mitigate the amount of any
payment provided for in this Section 8 by seeking other employment or otherwise.

     9. Successors: Binding Agreement.

          (a) The Company and the Subsidiary will require any successor (whether
direct or indirect, by purchase,  merger,  consolidation or otherwise) to all or
substantially  all  of  the  business  and/or  assets  of  the  Company  or  the
Subsidiary, by agreement in form and substance satisfactory to the Executive, to
expressly  assume and agree to perform this  Agreement in the same manner and to
the same extent that the Company and the Subsidiary would be required to perform
it if no  such  succession  had  taken  place.  Failure  by the  Company  or the
Subsidiary  to obtain  such  agreement  prior to the  effectiveness  of any such
succession shall be a breach of the Agreement and shall entitle the Executive to
compensate on from the Company and the  Subsidiary in the same amount and on the
same terms as they would be  entitled  to  hereunder  if they  terminated  their
employment  for Good  Reason,  except  that for  purposes  of  implementing  the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination.  As used in this Agreement,  "Subsidiary"  shall
mean the  Subsidiary as  hereinbefore  defined and any successor to its business
and/or assets as aforesaid  which  executes and delivers the agreement  provided
for in this  Section  9 or which  otherwise  becomes  bound by all the terms and
provisions  of this  Agreement by  operation of law. As used in this  Agreement,
"Company"  shall mean the Company as  hereinbefore  defined and any successor to
its  business  and/or  assets as  aforesaid  which  executes  and  delivers  the
agreement provided for in this Section 9 or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.

          (b) This  Agreement  and all rights of the Executive  hereunder  shall
inure to the benefit of and be enforceable by the Executive's  personal or legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If an Executive should die while any amounts would still
be payable to him  hereunder  if he had  continued  to live,  all such  amounts,
unless otherwise provided herein,  shall be paid in accordance with the terms of
this  Agreement to the  Executive's  devisee,  legatee or other  designee or, if
there be no such designee, to the Executive's estate.

     10.  Indemnification.  The Subsidiary  shall indemnify and hold the Company
harmless for all actions of the Executive.

                                      -8-
<PAGE>


     11. Notice. For purposes of this Agreement,  notices, demands and all other
communications  provided for in the  agreement  shall be in writing and shall be
deemed to have bee~ duly given when  delivered or (unless  otherwise  specified)
mailed by United States  registered  mail,  return  receipt  requested,  postage
prepaid,  addressed  to the Company,  the  Subsidiary  and the  Executive at the
following addresses:

               (i)     If to the Company:

                       Karlton Terry, President
                       Metro Capital Corporation
                       700 E.  9th Ave., Suite 106
                       Denver, Colorado 80203

               (ii)    If to the Subsidiary:

                       Robert E.  Thrailkill, President
                       Bishop Cable Communications Corporation
                       716 College View Drive
                       Riverton, Wyoming 80501

               (iii)   If to the Executive:

                       Robert E.  Thrailkill
                       716 College View Drive
                       Riverton, Wyoming 82501

Any party to this Agreement may change the address for giving notices by written
notice to the other  parties  in  conformity  with the  foregoing,  except  that
notices of change of address shall be effective only upon receipt.

     12. Miscellaneous.  No provisions of this Agreement may be modified, waived
or  discharged  unless such  waiver,  modification  or discharge is agreed to in
writing  signed  by the  Executives  and such  officers  as may be  specifically
designated by the Company and the  Subsidiary.  No waiver by any party hereto at
any time of any breach by any other party  hereto of, or  compliance  with,  any
condition  or  provision  of this  Agreement to be performed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same or at any prior or subsequent  time. No agreements or  representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by any party which are not set forth expressly in this Agreement.
The validity,  interpretation,  construction  and  performance of this Agreement
shall be governed by the laws of the State of Wyoming.

     13.  Validity.  The  invalidity  or  unenforceability  of any  provision or
provisions of this Agreement shall not effect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

                                      -9-
<PAGE>


     14.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.

     15. Governing Law. This  interpretation and construction of this Agreement,
and all matters relating  hereto,  shall be governed by the internal laws of the
State of Wyoming.

     16. Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  shall be settled  exclusively  by  arbitration,  conducted
before a panel of three arbitrators,  in Riverton,  Wyoming,  in accordance with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered  on the  arbitrator's  award in any court  having  jurisdiction.  The
expense of such arbitration shall be borne by the Company.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
and year first above written.

                                    METRO CAPITAL Corporation

                                    By  /S/  KARLTON TERRY
                                       ----------------------------------------
                                        Karlton Terry, President

                                   
                                    BISHOP CABLE COMMUNICATIONS CORPORATION

                                    By  /S/  ROBERT E. THRAILKILL
                                        ----------------------------------------
                                         Robert E.  Thrailkill, President


                                        /S/  ROBERT E. THRAILKILL
                                        ----------------------------------------
                                        Robert E. Thrailkill


A:\MNGNTAGR.THR

                                      -10-


                                                                   ATTACHMENT D

                           PURCHASE OPTION AGREEMENT

Bishop Powers, Ltd., A Colorado Limited Partnership, Managing Partner;
Bishop Capital Corp., A Wyoming Corp., c/o Robert E. Thrailkill (Owner)

whose address is

         716 College View Dr., Riverton, WY 82561
         c/o Highlands Commercial Group LLC, 800 Holly Sugar Bldg.,
         Colorado Springs, CO 80903 J. Spittler,

in  consideration  of Diamond  Shamrock  Refining and Marketing  Company,  whose
address is P.O. Box 696000,  San Antonio,  Texas 78269-6000  (Buyer),  paying to
Owner within ten (10) days from receipt of this agreement signed by both parties
One Thousand and No/100-----Dollars ($1,000.00), called option money.

Owner  hereby  grants to Buyer for a period of sixty  (60) days from the date of
this  agreement,  the exclusive  option of  purchasing  from Owner for the total
purchase   price  of  Three   Hundred  Fifty   Thousand  and   No/100----Dollars
($350,000.00)  and upon  the  provisions  hereinafter  set  out,  the  following
described tract of land located in Colorado Springs, El Paso County, Colorado:


     A tract of land having a minimum of 43,000  square feet  exclusive  of
     any  present or  proposed  rights-of-way  or  dedications  to a public
     authority  and  said  tract  of  land  located  530  feet  west of the
     northwest  corner of the  intersection of Powers Blvd. and Palmer Park
     Blvd. shall have a minimum  frontage of 200 feet along,  adjoining and
     adjacent to Palmer Park Blvd. with a depth of 220 feet therefrom and a
     minimum  frontage of 220 feet  along,  adjoining  and  adjacent to the
     proposed  right-in,  right-out  Palmer Park Access with a depth of 200
     feet therefrom.

     Owner hereby  grants to Buyer and its  employees  and  representatives,  at
anytime,  and from time to time,  the right to enter upon the land and make,  at
Buyer's expense,  a survey of said land containing the type of information shown
on  attached  Exhibit  "A" and such  engineering,  soil,  or other  tests it may
desire.  At the  closing,  the cost of the survey made by Buyer will be credited
against the payment of the  purchase  price.  Upon Buyer  giving  Owner  written
notice of its  election to purchase the land,  the  following  provisions  shall
apply:

     1. Buyer shall tender to  Commonwealth Land Title Insurance Co. Attn:
whose address is 121 E.  Vermijo Ave. Colorado Springs, Colorado 80903

(Escrow  Agent),  its check in the amount of Three  Thousand  Five  Hundred  and
no/100  Dollars  ($3,500.00),  as  earnest  money,  and a  signed  copy  of this
agreement for acceptance by Escrow Agent.


<PAGE>

     2. For purposes of this  agreement,  the term "Buyer's  Purpose" shall mean
the  construction  and  operations of a  self-service  retail  gasoline  service
station, car wash and convenience store (including the sale of beer and wine) of
the type and size desired by Buyer with approaches,  curb cuts and free standing
signs in accordance with Buyer's design.

     3.  Within  thirty  (30) days from the date  Buyer's  notice of election to
purchase is given, Owner shall, at its expense, furnish to Buyer the following:

     a)   evidence satisfactory to Buyer that water, sewer,  telephone,  gas and
          electricity  are available to the land from public  utility  companies
          and located in public easements adjacent to the land.

     b)   an interim  title  insurance  binder and sample  form of title  policy
          covering the land,  prepared and issued by a title  insurance  company
          acceptable to Buyer with copies of all  documents  shown on said title
          insurance binder as an exception to title; and

     c)   certificates from all appropriate  governmental authorities reflecting
          that a search has been made for,  and there are no chattel  mortgages,
          conditional  sales contracts,  financing  statements and other similar
          instruments  creating liens of any kind affecting the land or personal
          property located thereon.

     4. If any  engineering,  soil or other  tests  are made by Buyer and do not
show to Buyer's  satisfaction  the land is suitable for use for Buyer's Purpose,
notwithstanding  anything contained herein to the contrary,  Buyer may terminate
this  agreement  at any time  thereafter  by  giving  Owner  written  notice  of
termination.

     5. If  required  in order for Buyer to  obtain a  building  permit or other
governmental  authorizations  to use or improve  the land for  Buyer's  Purpose,
Owner shall prior to closing and at Owner's expense, subdivide and plat the land
in accordance with all applicable governmental  ordinances,  regulations,  rules
and laws.  Before Owner delivers said plat to the  governmental  authorities for
approval  and  recording,  Owner  shall  deliver  said plat to Buyer for Buyer's
approval.  Buyer reserves the right to raise objections to any matters contained
in said plan.

     6. Buyer shall have  thirty  (30) days after  receipt of the survey and all
data to be provided  hereunder to approve same. If, in the opinion of Buyer: (i)
the form of title insurance policy and issuing company are acceptable;  (ii) the
policy does not contain  any  exception  on account of, and the land is free and
clear of, any and all  restrictions,  reservations,  covenants,  laws, zoning or
other ordinances or regulations, easements, rights-of-way or other circumstances
of any kind which would prevent, hinder or impede ingress to or egress from the


<PAGE>

land, the improvement or use of the land for Buyer's Purpose, or the issuance to
Buyer of a building permit and any other permits required or deemed necessary by
the applicable  governmental authority in order for Buyer to improve and use the
land for Buyer's Purpose; (iii) water, sewer, telephone, gas and electricity are
available  to the land from  public  utility  companies  and  located  in public
easements adjacent to the land; (iv) there are no exceptions which constitute an
objection to marketable title; (v) Owner will be able to deliver to Buyer at the
closing good,  marketable and unencumbered title to, and immediate and exclusive
possession  of the  land;  and (vi) all  other  requirements  set  forth in this
agreement have been satisfied to Buyer's  satisfaction,  then this sale shall be
closed promptly.  If, in the opinion of Buyer, any requirement set forth in this
agreement has not been satisfied to Buyer's satisfaction, Buyer shall give Owner
written notice pointing out any objections or defects. Owner shall within thirty
(30) days after receipt of such notice cure such  objections  and defects to the
satisfaction  of  Buyer.  If such  objections  and  defects  are so cured and no
additional  objections  or defects have  arisen,  then this sale shall be closed
promptly.  If such objections and defects are not so timely cured, Buyer may, at
its option,  waive same by giving  written notice to Owner of such waiver within
fifteen (15) days after the expiration of said thirty (30) day period,  and then
this sale  shall be closed  promptly.  If Buyer  does not  notify  Owner of such
waiver within said time period, this agreement shall terminate.

                                  OPTION #245

<PAGE>

     7. At the closing of this sale,  Buyer will deliver to Escrow Agent a check
in an amount  equal to the  difference  between  (i) the  option  money plus the
earnest money,  plus the cost of a survey of the land obtained by Buyer and (ii)
the total purchase  price set forth herein.  Owner shall deliver to Buyer a duly
executed and  acknowledged  general  warranty  deed covering the land, in a form
acceptable to Buyer.  Owner shall  deliver to Buyer an Owner's  title  insurance
policy issued in favor of Buyer for an amount equal to the total purchase price.
If Buyer so directs,  Owner  agrees that the general  warranty  deed and Owner's
title  insurance  policy  required under this Agreement will be delivered in the
name of and in favor of Buyer's nominee or designee. All ad valorem and personal
property taxes assessed, or to be assessed against the land for the then current
year shall be  prorated  between  Owner and Buyer as of the  closing  date.  All
sales,  use,  transfer and similar taxes relating to said  transaction  shall be
borne by and shall be the  responsibility of Owner, and if Buyer is obligated or
required to pay any such taxes,  the amount  Buyer so pays or is required to pay
shall be credited  toward the payment of the total purchase price  hereunder The
Escrow  Agent's fees,  and fees or  commissions  due any real estate  agent,  or
agents,  shall be paid by Owner.  Each party  shall be  responsible  for its own
closing costs over and above those enumerated above.

     8. At the closing of this  transaction  Owner will  deliver to Buyer.  in a
form  acceptable  to Buyer,  dated as of the date of the  closing,  a  statement
declaring,  under penalty of perjury, Owner is not a "Foreign Person" as defined
in Section  1445(f)(3) of the Internal Revenue Code, and that Section 1445(a) of
the  Internal  Revenue  Code  is not  applicable  to this  transaction.  If such
statement is not  delivered  at closing,  Buyer shall have the right to withhold
from the total price payable to Owner under this agreement, such amount as Buyer
deems necessary to satisfy the obligation  imposed upon Buyer by Section 1445(a)
of the  Internal  Revenue  Code,  not to exceed ten  percent  (10%) of the total
purchase price.

     9. Owner  represents  and warrants to Buyer as of the date of this sale the
following:  1) to the best of Owner's  knowledge,  the land is free and clear of
all restrictions,  covenants,  reservations,  ordinances or other  circumstances
which would  prevent,  hinder or impede (a) the  improvement or use of the land,
(b)  ingress to or egress  from the land,  or (c) the  issuance  of permits  for
construction of the improvements  Buyer deems necessary for Buyer's Purpose;  2)
the land has the frontage  along,  adjacent to and adjoining the public highways
or streets  represented  above;  and 3) water,  sewer,  gas and  electricity are
available  to the land from public  companies  and  located in public  easements
adjacent to the land. Owner's  representations  and warranties shall survive the
closing of this sale and the  execution  and  delivery of the deed  contemplated
herein.

     10. Upon the  termination of this  agreement,  Escrow Agent will return any
earnest  money to Buyer and,  any deed  delivered by Owner to Escrow  Agent;  to
Owner,  and  neither  Owner nor Buyer  shall be  obligated  to  perform  further
hereunder.  If, after approval of said title, deed, title policy, title company,
and other  data to be  provided  hereunder,  and the  satisfaction  of all other
requirements  of this  agreement.  Buyer  defaults in its obligation to purchase
said land,  Escrow Agent shall  deliver to Owner the earnest  money and any deed
delivered by Owner to Escrow Agent, and Owner shall retain the earnest money and
option money as liquidated damages and its sole remedy. If Buyer terminates this
agreement because Owner fails to fulfill Owner's obligations  hereunder,  Escrow
Agent will return to Buyer all earnest  money,  and Owner shall return to Buyer,
all option money paid by Buyer to Owner.

     11.  Notices or data  required to be  delivered  to Owner by Buyer shall be
deemed  delivered  when  delivered to Owner in person,  or deposited in the U.S.
Mail,  duly stamped and  addressed to Owner at its address set forth above.  All
documents and data to be delivered to Buyer shall be deemed given when delivered
to Buyer at its address set forth above.

     12. If Escrow  Agent shall  decline to accept this escrow,  this  agreement
nevertheless  shall remain binding,  and Buyer shall not be required to make any
earnest money deposit. Waiver of any representation or warranty contained herein
to be  binding  on  Buyer  must  be in  writing,  and  signed  by an  authorized

<PAGE>

representative of Buyer. This agreement constitutes the entire agreement between
the parties and shall be binding  upon and inure to the benefit of their  heirs,
devisees,  legal  representatives,  successors and assigns and may be amended or
altered only by written instrument duly signed by the parties.  Buyer may assign
this agreement to a third party without the consent of Owner.


     13. Special Provisions:

     See attached addendum.

     If not signed by Owner and returned to Buyer within  fifteen (15) days from
the date hereof, Buyer may consider this agreement null and void.

DATED this         day of        19             TAX ID or SSN:  83-0306089
           --------       -------   ---                       ------------------

DIAMOND SHAMROCK REFINING             Bishop Powers, Ltd. A CO ltd. partnership
AND MARKETING COMPANY                 Bishop Capital Corp., a WY corp.
                                      ------------------------------------------
                                      (Company Name)

By: /S/  N.T. AUSTIN                  By:  SEE ATTACHED COUNTERPROPOSAL
- --------------------------------      -----------------------------------------
Manager, Real Estate N.T. Austin       Title Managing Partner           (Owner)
                          (Buyer)

                                       By:  /S/  ROBERT THRAILKILL      
                                          -------------------------------------
                                          Robert Thrailkill             (Owner)

The foregoing  escrow is accepted by, and Escrow Agent  acknowledges  receipt of
the earnest  money deposit  described  above and agrees to disperse said earnest
money and any other funds and  documents  received by it hereunder in accordance
with the provisions of this agreement.


                                        ---------------------------------------
                                        (Title Company Name)

By:                                      By:
    ------------------------------          -----------------------------------
    Title:                                   Title:
   (Escrow Agent)

<PAGE>


                   ADDENDUM TO PURCHASE OPTION AGREEMENT #245
                               SPECIAL PROVISIONS

1)   Actual size and dimensions of tract shall be determined by survey; however,
     the tract shall not be less than 43,000 SF.

2)   No less than the proposed right-in,  right-out access along tracts easterly
     boundary and the full motion access along tract's  westerly  boundary shall
     be acceptable to Buyer.

3)   Buyer shall  install the proposed  right-in,  right-out  access road at its
     expense with the second user reimbursing Buyer 1/2 the cost.

4)   Owner shall install the proposed full motion access and subsequent  service
     road and  remove  trees  along  Sand  Creek at its  sole  expense  prior to
     closing.

5)   All other required offsite public  improvements shall be installed by Owner
     at its sole expense prior to closing.

6)   Owner  shall be  obligated  to  receive  all  necessary  approvals  for the
     development of the PBC-2 tract.

7)   Owner  shall  furnish  Buyer a  "finished  pad" ready to  develop  with all
     utilities,   including  3-phase  electrical,   to  property  line  and  pad
     elevations to Buyers satisfaction prior to closing.

8)   Buyer shall have the  perpetual  use of the top 33.3% (50 SF) of one of the
     two  authorized  PBC-2  District  signs to be installed  along Powers Blvd.
     R.O.W.  to Buyers  satisfaction.  Said sign shall be 30 feet  high,  150 SF
     total signage each side per city code. Buyer shall  participate in the cost
     of said sign after entering into a sign agreement and agreeing to design of
     sign with owner prior to closing.

9)   The  balance  of the 22+  acre  PBC-2  tract  shall be  restricted  against
     gasoline sales, c-stores sales and car wash.

10)  Closing  shall not occur  until Buyer has  obtained  all  required  permits
     necessary to construct the facility for Buyer's Purpose on the property.




a:\Add245.doc32                                                        07/05/96




<PAGE>
                                    REALTOR

 =================  
 HIGHLAND
 COMMERCIAL GROUP
 ================= 
                                                  The  printed  portions of this
                                                  form,   except    (italicized)
                                                  (differentiated)    additions,
                                                  have  been   approved  by  the
                                                  Colorado      Real      Estate
                                                  Commission (CBS 3-9-95)


THIS FORM HAS IMPORTANT LEGAL  CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.


                                COUNTERPROPOSAL

                                                                August  6,  1996
                                                                ----------------

RE:  Proposed  contract  to buy and  sell the following described real estate
in the County of El Paso, Colorado, to wit:

Approximately 49,200 square feet, to be platted,  approximately 535, west of the
northwest intersection of Palmer Park Blvd. and Powers Blvd as shown on attached
drawing.

known as No.  na
- --------------------------------------------------------------------------------
               Street Address                               City

dated     undated                   19
      -------------------------     --------------

between Bishop Powers Ltd. Colorado Limited Partnership, Seller
- --------------------------------------------------------------------------------

and Diamond Shamrock Refining and Marketing Company, Buyer.
- --------------------------------------------------------------------------------

The  undersigned  accepts  the  proposed  contract,  subject  to  the  following
amendments:


     See  Attached   Addendum  A,  attached   hereto,   and  by  this  reference
     incorporated herein.

     1. Buyer and Seller  hereby  acknowledge  that the attached  Addendum A was
     prepared by James E. Spittler,  Jr., of Highland Commercial Group, LLC, and
     has not been  approved by the Colorado Real Estate  Commission.  Both Buyer
     and Seller should consult their  respective  legal counsels with respect to
     this Agreement.

     2. Seller will deliver a special warranty deed.

     3. If Buyer has not  closed  within  180 days after the later of final plat
     approval and final development plan approval and recordation, this contract
     shall terminate.


<PAGE>

All other terms and conditions shall remain the same. This counterproposal shall
expire unless  accepted in writing,  by Buyer and Seller,  as evidenced by their
signatures  below,  and the offering party to this document  receives  notice of
such  acceptance  on or before  August  21,  1996.  If  accepted,  the  proposed
contract, as amended hereby, shall become a contract between Seller and Buyer.


/S/  ROBERT E. THRAILKILL                /S/  ROBERT E. THRAILKILL
- -----------------------------------      ---------------------------------------
Seller Bishop Powers, Ltd.               Seller

Date of Seller's Signature   8-6-1996    Date of Seller's Signature   8-28-1996
                            ---------                                ----------

Seller's Address:  716 College View Dr., Riverton, WY 82561
- --------------------------------------------------------------------------------


/S/  N. T. AUSTIN      
- ------------------------------------     ---------------------------------------
Buyer Diamond Shamrock Refining           Buyer
and Marketing Company


Date of Buyer's Signature  Aug 21, 1996    Date of Buyer's Signature       19
                          --------------                              ----------

Buyer's Address:  PO Box 696000, San Antonio, TX 78269-6000
- --------------------------------------------------------------------------------

N.B. When this  counterproposal form is used, the proposed contract is not to be
signed by the party initiating this  counterproposal.  This counterproposal must
be securely attached to the proposed contract.

Counterproposal

ISG-McAllister  Publishing (800) 336-1027 Prepared at Highland Commercial Group,
Colorado Springs, CO (719) 577-0044

<PAGE>

                                   ADDENDUM A

Addendum to the  Counterproposal to the Purchase Option Agreement,  "AGREEMENT",
between Diamond Shamrock Refining and Marketing  Company,  as "Buyer" and Bishop
Powers Ltd, a Colorado Limited Partnership as "Seller".

                             ADDITIONAL PROVISIONS

a. The tract of land shall be 205',  west to east,  from the  centerline  of the
full access driveway to the centerline of the  right-in/right-out  driveway,  by
240 feet,  south to north,  from the north right of way line of Palmer Park Blvd
to the centerline of the west to east access easement.  The total square footage
conveyed to Diamond Shamrock shall be 49,200 sf.

b. The Seller  shall be  responsible  for  installation  of the access roads and
utilities to the site.

c. The Purchase price shall be $388,850.00

d. Buyer shall  supply  Seller with its  develofpment  plan for the site so that
Seller can  prepare a site  development  plan and plat for the City of  Colorado
Springs.  This  Agreement is  specifically  contingent  upon Seller  getting the
necessary  approvals from the City of Colorado  Springs for the development plan
and plat,  on terms and  conditions  that are  acceptable  to Seller at its sole
discretion.

e. Buyer and Seller to agree upon the site rough grading plan.

f.  Signage  agreement  in the  Agreement  is agreed  upon,  subject  to signage
ordinances continuing to allow two 150 sf project pole signs.

g. Previous  contract  conditions  notwithstanding,  Buyer shall have sixty (60)
days from the date of mutual  execution of the  "Agreement"  to determine at its
sole  discretion  that the property is suitable for his intended use as provided
hereinbelow.  Seller represents and warrants the Property is vacant, is not now,
and to Seller's  knowledge  has never been used in  violation of any of the laws
set out in this paragraph.Purchaser  acknowledges and agrees that Seller has not
made, does not make and specifically  negates and disclaims any representations,
warranties,  promises,  covenants,  agreements  or  guaranties  of any  kind  or
character whatsoever, whether express or implied, oral or written, past, present
or future,  of, as to,  concerning  or with  respect  to (i) the value,  nature,
quality or condition of the Property,  including, without limitation, the water,
soil and  geology;  (ii) the income to be derived from the  Property;  (iii) the
suitability of the Property for any and all activities and uses which  Purchaser
may conduct thereon;  (iv) the compliance of or by the Property or its operation
with any laws, rules,  ordinances or regulations of any applicable  governmental

<PAGE>

authority  or  body;  (v)  the  habitability,  merchantability,   marketability,
profitability or fitness for a particular  purpose of the Property,  or (vi) any
other matter with respect to 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.  Except as set out  herein,
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 as is stated in this Contract.  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 of such information
and  makes  no  representations  as to the  accuracy  or  completeness  of  such
information.  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.  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. Purchaser and anyone claiming
by, through or under Purchaser hereby fully and irrevocably releases Seller, his
employees,  representatives  and agents, from any and all claims that may now or
hereafter acquire against Seller, his employees,  representatives and agents for
any cost, loss, liability,  damage,  expense,  demand, action or cause of action
arising from or related to any defects,  errors,  omissions or other conditions,
including environmental matters,  affecting the Property, or any portion thereof
on and after the closing.  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. In the event
that Purchaser does not notify Seller in writing, during the above 60 day period
that the property is not acceptable, "Notification," then this contract shall be
deemed to be in full force and effect,  subject to the other  provisions  of the
Agreement.

i.  Purchaser  acknowledges  timely  disclosure  by James E.  Spittler  Jr., and
Highland  Commercial  Group  that  they are  acting  as  Listing  Broker in this
transaction, and as such have a fiduciary responsibility to the Seller.

thrds2


<PAGE>

               FIRST AMENDMENT OF PURCHASE OPTION:AGREEMENT #245
                     BY AND BETWEEN BISHOP POWERS, LTD. AND
                DIAMOND SHAMROCK REFINING AND MARKETING COMPANY

Bishop  Powers,  Ltd.  ("Owner")  and Diamond  Shamrock  Refining and  Marketing
Company  ("Buyer") having executed that certain Purchase Option Agreement Number
245 dated August 28, 1996 for property  located west of the northwest  corner of
Powers and Palmer Park Blvd., do hereby amend said Agreement as follows:

       Buyer's option period shall be extended through November 13, 1996

Except as  specifically  amended herein,  all other  provisions of said Purchase
Option Agreement shall remain in full force and effect.

DATED this the 3rd day of October, 1996

DIAMOND SHAMROCK REFINING                     BISHOP POWERS, LTD.
AND MARKETING COMPANY
                                              BISHOP CAPITAL CORP.
                                              MANAGING PARTNER

By: /S/  N.  T.  Austin                       By:  /S/  ROBERT THRAILKILL
- -----------------------------------           ----------------------------------
Real Estate Manager                               Robert Thrailkill

A:\3rd245.doc35
da                                                                      10/03/96

<PAGE>

                                                                   M.  L.  Cloin
                                                                 General Manager
                                                        Real Estate/Acquisitions
Diamond Shamrock


                               November 13, 1996

                                                                  CERTIFIED MAIL
                                                        RETURN RECEIPT REQUESTED

Bishop Powers, Ltd.
Attn: Robert Thrailkill
716 College View Dr.
Riverton, Wyoming 82561

RE:  Purchase Option  Agreement No. 245 dated August 28, 1996, by Bishop Powers,
     Ltd. et.al.  and between Diamond  Shamrock  Refining and Marketing  Company
     covering property located west of the northwest corner of Powers and Palmer
     Park Blvd., Colorado Springs, El Paso County, Colorado

Dear Sirs:

In accordance with the above referenced agreement covering the subject property,
this letter constitutes notice from Diamond Shamrock of election to purchase the
subject property.

We are immediately  tendering our earnest money funds in the amount of $3,500 as
well as a copy of the Purchase  Agreement to  Commonwealth  Land Title Insurance
Company for acceptance into
escrow.

If you have any questions, do not hesitate to contact us.

Sincerely,


/S/  M. L. CLOIN
- ------------------------------
M.  L.  Cloin

MLC/da
 cc:   K. Eaton             V. M. Calderon
       D. Miller            T. Austin
       J. McAlister         K. King
       B. Beadle            D. Thurmond
       H. Green 

a:ern245.doc

Diamond Shamrock PO.Box 696000.San Antonio, Texas 78269-6000.
Phone: 210 641-6800


                                                                   


                                                                    ATTACHMENT E

                                    REALTOR
=================
HIGHLAND
COMMERCIAL GROUP
=================
                                                  The  printed  portions of this
                                                  form,   except    (italicized)
                                                  (differentiated)    additions,
                                                  have  been   approved  by  the
                                                  Colorado      Real      Estate
                                                  Commission. (CBS 3-9-95)

THIS FORM HAS IMPORTANT LEGAL  CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL
AND TAX OR OTHER COUNSEL BEFORE SIGNING.

                           VACANT LAND/FARM AND RANCH
                      CONTRACT TO BUY AND SELL REAL ESTATE

                               November 14, 1996
                               -----------------

1.  PARTIES AND PROPERTY.  123 Cascade Associates, LLC
                           -----------------------------------------------------

buyer(s) [Buyer],  (as joint  tenants/tenants  in common) agrees to buy, and the
undersigned seller(s) [Seller],  agrees to sell, on the terms and conditions set
forth in this contract,  the following described real estate in the County of El
Paso , Colorado,  to wit:

          A to be platted lot at the  northwest  corner of Powers Blvd
          and Palmer Park Blvd consisting of  approximately  40,000 sq
          ft. The size and configuration of the parcel to be confirmed
          and approved during the inspection period.

known as No.  To be determined
              ------------------------------------------------------------------
                Street Address              City           State            Zip

together  with all  interest of Seller in vacated  streets  and alleys  adjacent
thereto, all easements and other appurtenances thereto, all improvements thereon
and all attached fixtures thereon,  except as herein excluded  (collectively the
Property).

2. INCLUSIONS / EXCLUSIONS.  The purchase price includes the following items (a)
if attached to the  Property on the date of this  contract:  lighting,  heating,
plumbing,  ventilating,  and  air  conditioning  fixtures,  TV  antennas,  water
softeners,  smoke/fire/burglar alarms, security devices, inside telephone wiring
and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems,
built-in kitchen  appliances,  sprinkler  systems and controls,  built-in vacuum
systems  (including  accessories),  and garage door openers  including na remote
controls,  (b) if on the  Property  whether  attached or not on the date of this
contract:  storm windows, storm doors, window and porch shades, awnings, blinds,
screens,  curtain rods,  drapery rods,  fireplace  inserts,  fireplace  screens,
fireplace  grates,  heating stoves,  storage sheds, all keys and 
(c) none other. Vacant land only.
- ---------------------------------

(d) Water Rights. Purchase price to include the following water rights: none
                                                                        -----

<PAGE>

(e) Growing  Crops.  With respect to the growing crops Seller and buyer agree as
follows: na
         ---

The  above-described  included items (Inclusions) are to be conveyed to Buyer by
Seller by bill of sale, na deed or other applicable  legal  instrument(s) at the
closing, free end clear of all taxes, liens and encumbrances, except as provided
in Section 12. The following attached fixtures are excluded from this sale: na

3. PURCHASE PRICE AND TERMS. The purchase price shall be $ See Para 2le, payable
in U.S. dollars by Buyer as follows: (Complete the applicable terms below.)

     (a) EARNEST MONEY.

$10,000.00  in the form of a promissory  note, as earnest money deposit and part
payment of the purchase  price,  payable to and held by Lawyers Title  Insurance
Co.  in its  trust  account  on  behalf  of both  Seller  and  Buyer.  Broker is
authorized to deliver the earnest money deposit to the closing agent, if any, at
or before closing.

The balance of $ See Para 2le (purchase  price less earnest money) shall be paid
as follows:

     (b) CASH AT CLOSING.

$ See Para 2le,  plus  closing  costs,  to be paid by Buyer at  closing in funds
which comply with all applicable  Colorado  laws,which include cash,  electronic
transfer funds,  certified check, savings and loan teller's check, and cashier's
check,  (Good  Funds).  Subject to the  provisions of Section 4, if the existing
loan balance at the time of closing shall be different  from the loan balance in
Section  3, the  adjustment  shall be made in Good  Funds at  closing or paid as
follows: na
         ---
<PAGE>

[The  printed  portions  of  this  form,  except  (italicized)  (differentiated)
additions,   have  been  approved  by  the  Colorado   Real  Estate   Commission
(CBS3-9-95)]

7. ASSIGNABLE. This contract shall be assignable by Buyer without Seller's prior
written  consent.  Except as so  restricted,  this  contract  shall inure to the
benefit of and be binding upon the heirs, personal  representatives,  successors
and assigns of the parties. *

* Controlled by Buyer

8. EVIDENCE OF TITLE.  Seller shall  furnish to Buyer,  at Seller's  expense,  a
current  commitment for owner's title insurance policy in an amount equal to the
purchase  price  certified  to a current  date,on or before 20 days from  mutual
execution  19-----  (Title  Deadline).   If  a  title  insurance  commitment  is
furnished,  Buyer requires  Seller that copies of  instruments  (or abstracts of
instruments)  listed in the  schedule of  exceptions  (Exceptions)  in the title
insurance  commitment  also be  furnished  to Buyer at  Seller's  expense.  This
requirement  shall pertain only to instruments  shown of record in the office of
the clerk and recorder of the designated county or counties. The title insurance
commitment,  together  with any copies or  abstracts  of  instruments  furnished
pursuant to this Section 8,  constitute the title documents  (Title  Documents).
Buyer, or Buyer's designee,  must request Seller, in writing,  to furnish copies
or abstracts of  instruments  listed in the schedule of exceptions no later than
na calendar days after Title  Deadline.  If Seller  furnishes a title  insurance
commitment,  Seller will pay the premium at closing and have the title insurance
policy delivered to Buyer as soon as practical after closing.

9.  TITLE.

     (a)  TITLE  REVIEW.  Buyer  shall  have the  right  to  inspect  the  Title
Documents. Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory  title  condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before 30  calendar  days  after
Title  Deadline,  or within five (5) calendar days after receipt by Buyer of any
Title  Document(s)  or  endorsement(s)  adding  new  Exception(s)  to the  title
commitment together with a copy of the Title Document adding new Exception(s) to
title. If Seller does not receive Buyer's notice by the date(s) specified above,
Buyer  accepts the  condition of title as  disclosed  by the Title  Documents as
satisfactory.

     (b) MATTERS NOT SHOWN BY THE PUBLIC RECORDS. Seller shall deliver to Buyer,
on or before  the Title  Deadline  set forth in  Section  8, true  copies of all
lease(s) and  survey(s) in Seller's  possession  pertaining  to the Property and
shall disclose to Buyer all easements, liens or other title matters not shown by
the public  records of which Seller has actual  knowledge.  Buyer shall have the
right to inspect the Property to  determine if any third  party(s) has any right
in the Property not shown by the public records (such as an unrecorded easement,
unrecorded  lease,  or  boundary  line  discrepancy).   Written  notice  of  any
unsatisfactory  condition(s)  disclosed by Seller or revealed by such inspection
shall be  signed  by or on  behalf  of Buyer  and  given to  Seller on or before
December 15, 1996. If Seller does not receive Buyer's notice by said date, Buyer
accepts  title  subject to such rights,  if any, of third parties of which Buyer
has actual knowledge.

     (c) SPECIAL TAXING  DISTRICTS.  SPECIAL TAXING  DISTRICTS MAY BE SUBJECT TO
GENERAL  OBLIGATION  INDEBTEDNESS  THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE  PROPERTY  WITHIN SUCH  DISTRICTS.  PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS  TO  SUPPORT  THE  SERVICING  OF SUCH  DEBT  WHERE  CIRCUMSTANCES  ARISE
RESULTING IN THE  INABILITY OF SUCH A DISTRICT TO  DISCHARGE  SUCH  INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT


<PAGE>

[The  printed  portions  of  this  form,  except  (italicized)  (differentiated)
additions,   have  been  approved  by  the  Colorado   Real  Estate   Commission
(CBS3-9-95)]

LPI-8

FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS,  EXISTING MILL LEVIES OF SUCH DISTRICT  SERVICING SUCH  INDEBTEDNESS,
AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.

     In the event the Property is located within a special  taxing  district and
Buyer desires to terminate this contract as a result, if written notice is given
to Seller on or before the date set forth in  subsection  9 (b),  this  contract
shall then  terminate.  If Seller  does not receive  Buyer's  notice by the date
specified  above,  Buyer accepts the effect of the Property's  inclusion in such
special taxing district(s) and waives the right to so terminate.

     (d) RIGHT TO CURE. If Seller receives notice of  unmerchantability of title
or any other  unsatisfactory title condition(s) as provided in subsection (a) or
(b) above,  Seller shall use  reasonable  effort to correct said  unsatisfactory
title condition(s) prior to the date of closing. If Seller fails to correct said
unsatisfactory  title  condition(s)  on or  before  the  date of  closing,  this
contract shall then terminate;  provided,  however, Buyer may, by written notice
received by Seller, on or before closing, waive objection to said unsatisfactory
title condition(s).

10.  INSPECTION.  Seller  agrees to  provide  Buyer on or before  See  paragraph
21a,19--- with a Seller's  Property  Disclosure  form completed by Seller to the
best of Seller's current actual knowledge.  Buyer or any designee shall have the
right to have  inspection(s)  of the  physical  condition  of the  Property  and
Inclusions  at  Buyer's  expense.   If  written  notice  of  any  unsatisfactory
condition,  signed by or on behalf of  Buyer,  is not  received  by Seller on or
before See paragraph 21a, 19--- (Objection Deadline),  the physical condition of
the Property and Inclusions shall be deemed to be satisfactory to Buyer. If such
notice is  received by Seller as set forth  above,  and if Buyer and Seller have
not agreed, in writing, to a settlement thereof on or before see paragraph 21a ,
19  (Resolution  Deadline),  this contract shall  terminate  three calendar days
following the Resolution Deadline unless, within the three calendar days, Seller
receives  written  notice from Buyer  waiving  objection  to any  unsatisfactory
condition. Buyer is responsible for and shall pay for any damage which occurs to
the Property and Inclusion as a result of such inspection.

11. DATE OF CLOSING. The date of closing shall be see paragraph 2lb , 19--- , or
by mutual  agreement at an earlier date.  The hour and place of closing shall be
as designated by mutual consent in Colorado Springs.

<PAGE>


12.  TRANSFER  OF TITLE.  Subject to tender or  payment  at closing as  required
herein and  compliance  by Buyer  with the other  terms and  provisions  hereof,
Seller shall execute and deliver a good and sufficient  special warranty deed to
Buyer, on closing, conveying the Property free and clear of all taxes except the
general  taxes for the year of closing,  and except  none other.  Title shall be
conveyed  free and clear of all liens for special  improvements  installed as of
the date of  Buyer's  signature  hereon,  whether  assessed  or not;  except (i)
distribution   utility  easements  (including  cable  TV),  (ii)  those  matters
reflected by the Title Documents accepted by Buyer in accordance with subsection
9(a), (iii) those rights,  if any, of third parties in the Property not shown by
the public records in accordance  with  subsection  9(b),  (iv) inclusion of the
Property  within any special  taxing  district,  and  (v)subject to building and
zoning regulations.

13. PAYMENT OP ENCUMBRANCES.  Any encumbrance  required to be paid shall be paid
at or before  closing  from the proceeds of this  transaction  or from any other
source.

14. CLOSING COSTS,  DOCUMENTS AND SERVICES.  Buyer and Seller shall pay, in Good
Funds, their respective closing costs and all other items required to be paid at
closing,  except as otherwise  provided herein.  Buyer and Seller shall sign and
complete all customary or required documents at or before closing. Fees for real
estate  closing  services shall not exceed S 200.00 and shall be paid at closing
by 1/2 by Buyer and 1/2 by Seller. The local transfer tax of na% of the purchase
price  shall be paid at  closing  by na.  Any sales and use tax that may  accrue
because of this transaction shall be paid when due by Buyer.

15.  PRORATIONS.  General taxes for the year of closing,  based on the taxes for
the calendar year immediately preceding closing, rents, water and sewer charges,
homeowner's  association dues, and interest on continuing  loan(s),  if any, and
none other shall be prorated to date of closing.

16.  POSSESSION.  Possession  of the  Property  shall be  delivered  to Buyer as
follows: upon delivery of deed

- --------------------------------------------------------------------------------
subject to the following lease(s) or tenancy(s):

none . If Seller, after closing,  fails to deliver possession on the date herein
specified,  Seller shall be subject to eviction and shall be additionally liable
to Buyer for payment of $200.00 per day from the date of agreed possession until
possession  is  delivered.

17.  CONDITION OF AND DAMAGE TO PROPERTY.  Except as otherwise  provided in this
contract,  the Property  and  Inclusions  shall be  delivered  in the  condition
existing as of the date of this contract,  ordinary wear and tear  excepted.  In
the event the Property  shall be damaged by fire or other casualty prior to time
of  closing,  in an amount of not more than ten  percent  of the total  purchase
price,  Seller shall be obligated to repair the same before the date of closing.
In the event such  damage is not  repaired  within  said tim eor if the  damages

<PAGE>

exceed such sum, this contract may be terminated at the option of Buyer.  Should
Buyer  elect to carry out this  contract  despite  such  damage,  Buyer  shaH be
entitled to credit for all the insurance  proceeds resulting from such damage to
the Property and Inclusions,  not exceeding,  however, the total purchase price.
Should any  Inclusion(s)  or service(s)  fail or be damaged  between the date of
this contract and the date of closing or the date of possession, whichever shall
be earlier,  then Seller shall be liable for the repair or  replacement  of such
Inclusion(s) or service(s)  with a unit of similar size, age and quality,  or an
equivalent  credit,  less any insurance proceeds received by Buyer covering such
repair or replacement. The risk of loss for any damage to growing crops, by fire
or other casualty, shall be borne by the party entitled to the growing crops, if
any, as provided in Section 2 and such party shall be entitled to such insurance
proceeds or benefits for the growing crops, if any.

18.  TIME OF  ESSENCE/REMEDIES.  Time is of the essence  hereof.  If any note or
check received as earnest money  hereunder or any other payment due hereunder is
not paid, honored or tendered when due, or if any other obligation  hereunder is
not  performed  or waived  as  herein  provided,  there  shall be the  following
remedies:

     (a) IF BUYER IS IN DEFAULT:

     [Check one box only.]
     [ ] (1) SPECIFIC  PERFORMANCE.  Seller may elect to treat this  contract as
canceled,  in which case all  payments  and things of value  received  hereunder
shall be forfeited and retained on behalf of Seller, and Seller may recover such
damages as may be proper, or Seller may elect to treat this contract as being in
full force and effect and Seller shall have the right to specific performance or
damages, or both.
     [ X ] (2)  LIQUIDATED  DAMAGES.  All payments and things of value  received
hereunder  shall be forfeited by Buyer and retained on behalf of Seller and both
parties  shall  thereafter  be released from all  obligations  hereunder.  It is
agreed that such payments and things of value are LIQUIDATED DAMAGES and (except
as  provided in  subsection  (c) are  SELLER'S  SOLE AND ONLY REMEDY for Buyer's
failure to perform the obligations of this contract. Seller expressly waives the
remedies of specific performance and additional damages.
     (b) IF SELLER IS IN DEFAULT:
     Buyer may elect to treat  this  contract  as  canceled,  in which  case all
payments and things of value received  hereunder shall be returned and Buyer may
recover such damages as may be proper, or Buyer may elect to treat this contract
as being in full  force and effect  and Buyer  shall have the right to  specific
performance or damages, or both.


<PAGE>


     (c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding, in
t he event of any  arbitration or litigation  arising out of this contract,  the
arbitrator or court shall award to the prevailing party all reasonable costs and
expenses, including attorney fees.

19. EARNEST MONEY  DISPUTES.  Notwithstanding  any termination of this contract,
Buyer and Seller  agree  that,  in the event of any  controversy  regarding  the
earnest money and things of value held by broker or closing agent, unless mutual
written  instructions are received by the holder of the earnest money and things
of value,  broker or closing  agent shall not be required to take any action but
may await any  proceeding,  or at  broker's or closing  agent's  option and sole
discretion, may interplead all parties and deposit any moneys or things of value
into a court of  competent  jurisdiction  and  shall  recover  court  costs  and
reasonable attorney fees.



<PAGE>


[The  printed  portions  of  this  form  except  (italicized)   (differentiated)
additions,  have been  approved by the  Colorado  Real Estate  Commission  (CBS3
9-95)].

21. ADDITIONAL PROVISIONS:  (The language of these additional provisions has not
been approved by the Colorado Real Estate Commission).
   See Addendum A attached hereto and by this reference incorporated herein.

22. RECOMMENDATION OF LEGAL COUNSEL. By signing this document,  Buyer and Seller
acknowledge  that the Selling  Company or the Listing  Company has advised  that
this  document  has  important  legal   consequences  and  has  recommended  the
examination of title and consultation with legal and tax or other counsel before
signing this contract.

23.  TERMINATION.  In the event this  contract is  terminated,  all payments and
things of value  received  hereunder  shall be returned and the parties shall be
relieved of all obligations hereunder, subject to Section 19.

24. SELLING COMPANY BROKER RELATIONSHIP. The selling broker, Highland Commercial
Group,  LLC, and its sales  persons have been  engaged as  transaction  brokers.
Selling Company has previously  disclosed in writing to the Buyer that different
relationships   are  available  which  include  buyer  agency,   seller  agency,
subagency, or transaction-broker.

25.  NOTICE TO BUYER Any notice to Buyer  shall be  effective  when  received by
Buyer, or, if this box is checked [ ] when received by Selling Company.

26.  NOTICE TO SELLER Any notice to Seller shall be effective  when  received by
Seller or Listing Company.

27.  MODIFICATION  OP THIS CONTRACT.  No subsequent  modification  of any of the
terms of this contract  shall be valid,  binding upon the parties or enforceable
unless made in writing and signed by the parties.

28. ENTIRE AGREEMENT.  This contract constitutes the entire contract between the
parties  relating to the subject  hereof,  and any prior  agreements  pertaining
thereto,  whether  oral or written,  have been merged and  integrated  into this
contract.

29.  NOTICE OF  ACCEPTANCE:  COUNTERPARTS.  This  proposal  shall expire  unless
accepted  in writing,  by Buyer and Seller,  as  evidenced  by their  signatures
below,  and the offering party receives  notice of such  acceptance on or before
November 19, 1996 (Acceptance Deadline). If accepted, this document shall become
a contract  between Seller and Buyer. A copy of this document may be executed by
each party, separately, and when each party has


<PAGE>

executed a copy thereof, such copies taken together shall be deemed to be a full
and complete contract between the parties.



/S/  MARVIN E. KORF
- ---------------------------------             --------------------------------
Buyer 123 Cascade Associates LLC                 Buyer
E.V. President

Date of Buyer's signature 11/15, 1996    Date of Buyer's signature        , 19
                          -----------                              -------------
Buyer's Address 717 North Tejon Street, Colorado Springs, CO 80903
                ----------------------------------------------------------------

/S/  ROBERT E. THRAILKILL                       /S/  ROBERT E.THRAILKILL
- ----------------------------------              --------------------------------
Seller Bishop Powers, Ltd                       Seller By: Bishop Capital
                                                Corp, Managing Ptr

Date of Seller's signature 11/19, 1996    Date of Seller's signature      , 19
                           ------------                              ----------

Sellers Address 716 College View, Riverton, WY 82501
                ----------------------------------------------------------------

The  undersigned  Broker(s)  acknowledges  receipt of the earnest  money deposit
specified in Section 3, and Selling Company confirms its Broker  Relationship as
set forth in Section 24.

Selling Company
   Highland Commercial Group, LLC, 2 N Cascade Ave, #800, Colo Spgs, CO 80903
   --------------------------------------------------------------------------
   Name and Address

By:
   -----------------------------------     -------------------------------19----
   James E. Spittler, Jr.                  Date

Listing Company
    Highland Commercial Group, LLC, 2 N Cascade Ave, #800, Colo Spgs,CO 80903
    -------------------------------------------------------------------------
     Name and Address

By:
   -----------------------------------     -------------------------------19---
   James E. Spittler, Jr.                  Date

          Note: Closing Instructions should be signed at the time this
                              contract is signed.




<PAGE>

                                   ADDENDUM A

Addendum to the Vacant Land Contract
to Buy and Sell Real Estate, Dated
November 14, 1996 between 123 Cascade
Associates, LLC., as "Buyer" and Bishop
Powers Ltd, a Colorado Limited
Partnership as "Seller".

                             ADDITIONAL PROVISIONS

a. To the  best of  Seller's  knowledge,  there is not a  Vacant  Land  Property
Disclosure form, and therefore Seller is not providing one to Buyer. Buyer shall
have sixty (60) days from the date of mutual  acceptance  hereof to determine at
its sole  discretion  that the  property is suitable  for its  intended use with
respect to, but not limited to,  soils,  ingress and egress,  environmental  and
hazardous material issues, traffic,  zoning, and any other matter it determines,
in its sole discretion to be pertinent.  If Buyer gives Seller written notice of
unsatisfactory  conditions prior to the expiration of the inspection period, and
said objections  have not been mutually  settled within 14 days of the Objection
(Resolution  Deadline),  then  this  contract  shall  terminate,  earnest  money
returned to Buyer and parties hereto released from all obligations hereunder. If
Buyer does not give Seller written objections prior to the end of the inspection
period,  (objection Deadline),  then this contract shall be deemed to be in full
force and effect and Buyer shall redeem the earnest money promissory note.

b. The closing shall take place within 20 days of final  approval of the plat by
the City of Colorado Springs.

c. The tract of land shall be the southeast  corner of the  northwest  corner of
Palmer Park Blvd,  and Powers Blvd, and shall be  approximately  45,632 sf, with
the final size to be determined via the  preliminary  plat, and mutually  agreed
upon during the inspection period.

d. The  Seller  shall be  responsible  for  delivering  to Buyer a platted  lot,
including  required offsite public  improvements and for the installation of the
interior access roads and utilities,  including water,  gas, sewer and electric,
to the site.

e. The  Purchase  price  shall be not less than  $350,000 or $7.67 psf times the
actual size of the platted lot, with the purchase  price to be adjusted up based
upon any  difference  in size of the final  configuration  versus  the 45,632 sf
outlined above.

f. Buyer  shall  supply  Seller with its  development  plan for the site so that
Seller can prepare a project development plan and plats for the City of Colorado
Springs.  This  Agreement is  specifically  contingent  upon Seller  getting the
necessary   approvals  from  the  City  of  Colorado  Springs  for  the  project
development  plan and plats,  on terms and  conditions  that are  acceptable  to
Seller at its sole discretion. Any changes to the Buyer's site development


<PAGE>


plan  requested  by Seller or the City must be approved by the buyer.  Buyer and
Seller must agree upon a mutually  agreeable  project  landscape plan into which
Buyer will integrate its landscape plan.

g.  Buyer and  Seller to agree  upon the site  rough  grading  plan  during  the
inspection period.

h. Purchaser acknowledges and agrees that Seller has not made, does not make and
specifically  negates and disclaims any representations,  warranties,  promises,
covenants, agreements or guaranties of any kind or character whatsoever, whether
express or  implied,  oral or  written,  past,  present  or  future,  of, as to,
concerning or with respect to (i) the value, nature, quality or condition of the
Property,  including,  without limitation, the water, soil and geology; (ii) the
income to be derived from the Property;  (iii) the  suitability  of the Property
for any and all activities and uses which  Purchaser may conduct  thereon;  (iv)
the  compliance  of or by the Property or its  operation  with any laws,  rules,
ordinances or regulations of any applicable  governmental authority or body; (v)
the habitability, merchantability, marketability, profitability or fitness for a
particular purpose of the Property, or (vi) any other matter with respect to 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.
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 as is stated in this Contract.  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.  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.  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.  Purchaser and anyone

<PAGE>


claiming by, through or under Purchaser  hereby fully and  irrevocably  releases
Seller, his employees,  representatives and agents, from any and all claims that
it may now or hereafter acquire against Seller,  his employees,  representatives
and agents for any cost, loss,  liability,  damage,  expense,  demand, action or
cause of action  arising  from or related to any defects,  errors,  omissions or
other conditions,  including  environmental matters,  affecting the Property, or
any portion  thereof.  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. In the event that
Purchaser does not notify Seller in writing, during the above 60 day period that
the property is not  acceptable,  "Notification,"  then this  contract  shall be
deemed to be in full force and effect,  subject to the other  provisions  of the
Agreement.

i.  Purchaser  acknowledges  timely  disclosure by James E.  Spittler,  Jr., and
Highland  Commercial  Group that they are acting as  Transaction  Broker in this
transaction.

j. Marvin Korf, a member of the purchasing  entity hereby discloses that he is a
licensed real estate broker in the State of Colorado.

k.  Seller will supply an ALTA survey of the property to Buyer.

l. Seller  shall  provide to Buyer a  Reciprocal  Easement  Agreement to be used
throughout the project,  a Common Area  Maintenance  Agreement to be used within
the project,  and a reciprocal  easement  agreement between the subject property
and the adjacent  property to the north, said Agreements to mutually agreed upon
prior to expiration of the inspection period.

m. Seller agrees to provide an irrevocable  letter of credit, on a bank and in a
form that is approved by Buyer,  said approval not to be unreasonably  withheld,
to provide surety to Buyer that the on and off-site improvements will be made in
a  timely  manner.   Said  surety  to  be  based  upon  signed  engineering  and
construction  contracts that are approved by buyer and Seller.  With this letter
of credit in place, Buyer will close per paragraph b above.

n. This contract is specifically  contingent  upon the necessary  approvals from
the city for the plat and for the use of the site as a fast food restaurant.  In
the event said  approvals  are not received on or before  March 31,  1997,  then
either party may extend this  contract  until April 30, 1997.  If neither  party
extends the contract then it shall be deemed terminated,  earnest money shall be
returned to Buyer, and parties hereto released from obligations hereunder. Buyer
shall have the right to extend the contract,  unilaterally,  if the plat has not

<PAGE>


been  approved by April 30, 1997 until May 31st,  1997. In the event the plat is
not approved by May 31, 1997 then this contract shall  terminate,  earnest money
shall  be  returned  to Buyer  and  parties  hereto  released  from  obligations
hereunder.

o.  Buyer  shall be  entitled  to a pro rata  share of signage on one of the two
proposed  project  signs.  The parties  shall  agree to the  signage  during the
inspection period.




                                                                       Exhibit F

                         AGREEMENT FOR THE PURCHASE AND
                         SALE OF COMMERCIAL REAL ESTATE

     THIS  AGREEMENT  FOR THE  PURCHASE  AND  SALE  OF  COMMERCIAL  REAL  ESTATE
("Agreement")  is entered into as of March 3, 1997  ("Effective  Date")  between
Bishop Powers, Ltd., a Colorado limited partnership  ("Seller") and State Bank &
Trust of Colorado Springs. a Colorado State Chartered Bank  ("Purchaser"),  upon
the basis of the following facts:

                                    RECITALS
                                    --------

     Seller is the owner of the real  property  described  in Exhibit A attached
hereto and incorporated  herein by reference (the "Center").  Seller proposes to
develop the Center for commercial uses, and in furtherance thereof,  proposes to
subdivide  a portion of the Center  ("Phase  1")  substantially  as shown on the
concept plan ("Concept Plan") attached hereto as Exhibit B.

     Seller has entered into contracts with third parties for the sale of Lots 1
and 4 as shown on the Concept  Plan.  Purchaser  desires to purchase from Seller
the  property  identified  on the  Concept  Plan as Lot 2,  for  development  by
Purchaser as a facility for a branch bank ("Purchaser's Intended Use").

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

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

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

     SECTION 2. PURCHASE  PRICE.  The purchase  price to be paid by Purchaser to
Seller for the  Property  is  $330,627.00 (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 $10,000.00
with Lawyers Title Insurance  Company,  555 East Pikes Peak, Suite 120, Colorado
Springs,  Colorado 80903 (the "Title Company") as earnest money and as a deposit
towards  payment of the  Purchase  Price  (together  with any  additions to such
deposit, herein the "Earnest Money Deposit"). The Earnest Money Deposit shall be
credited  against the Purchase Price at Closing (as defined below).  The Earnest
Money  Deposit  shall earn  interest  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 CC&R's  referred
to in Section 11  hereinafter,  and the matters shown on the Plat referred to in
Section 10.6 (the "Permitted Exceptions").

     3.2 Title  Documents On or before  fourteen  (14) days after the  Effective
Date [March 17, 1997], Seller shall deliver to Purchaser at Seller's expense the
following  title  evidence  covering  the  Property   (collectively,   the"Title
Documents"):

<PAGE>

          (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 immediately after
Closing,  cause the owner's policy of title  insurance to be issued to Purchaser
pursuant to the Title Commitment.

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

          (c)  Survey.  A land  survey  plat (as  defined in Section  38-51-102,
Colorado  Revised  Statutes) of the  Property,  prepared by a licensed  Colorado
surveyor,  which shall comply with ALTA 1992 Standards for an Urban Class survey
(the "Survey"). The Survey shall contain a legal description of the Property and
shall show the bearing and distances of all boundary lines of the Property,  all
improvements to the Property,  all easements and other title matters encumbering
or  appurtenant  to  the  Property,   the  location  of  all  dedicated   public
rights-of-way  adjacent to the Property,  any  encroachments  onto or off of the
Property, the Federal flood zone designation and any other matters that would be
disclosed by an accurate survey of the Property, including the square footage of
the Property.  The Survey shall also contain the  certification  of the surveyor
sufficient  for  deletion  of the  standard  survey  exception  from  the  Title
Commitment. If the square footage of the Property as determined by the Survey is
different than 40,076 square feet, then the Purchase Price shall be increased or
decreased  at the rate of $8.25 per square  foot for every  square foot by which
the area of the Property exceeds or is less than 40,076 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 or development (a "defect of title") Any objection to a
defect of title must be in writing  and must be received by Seller no later than
the expiration of the Inspection Period (as defined in Section 4.2). Purchaser's
failure to provide  Seller  with  written  notice of an  objection  to any title
matter  appearing in the Title Documents  within the Inspection  Period shall be
deemed to be a waiver by Purchaser of any objection it might otherwise have; and
all  such  title  matters  shall  become  additional   "Permitted   Exceptions."
Notwithstanding the foregoing, if a defect of title is not revealed in the Title
Documents  and is  discovered  by  Purchaser  after the close of the  Inspection
Period, Purchaser shall have until five (5) days after the date of its discovery
of the defect of title or the date of Closing,  whichever is earlier, to provide
Seller with notice of its objection to the defect of title,  provided,  however,
that  Purchaser  shall be deemed to have  approved and accepted any matters that
are shown on the Plat as described in Section  10.6. If Seller  receives  timely
written notice from Purchaser of a defect of title. Seller shall have the right,
in its sole  discretion,  to (a) correct or cure the defect of title, (b) obtain
title  insurance  over the defect of title through title policy  endorsement  or
otherwise, or (c) notify Purchaser that Seller does not intend to cure or insure
over the  defect of title.  If Seller is unable or  unwilling  to cure or insure
over a defect of title,  Purchaser  shall have the right to either (a) terminate
this Agreement and its obligations hereunder,  or (b) waive its objection to the
defect of title.  If Purchaser  elects to terminate  this  Agreement,  the Title
Company  shall return the Earnest  Money  Deposit to Purchaser and neither party
shall have any further  obligation  hereunder.  If Purchaser elects to waive its
objection to the defect of title,  the title matter objected to shall thereafter
be  considered a "Permitted  Exception."  A defect of title,  regardless  of its
disposition under this Section,  shall not result in a reduction of the Purchase
Price.

     SECTION 4. INSPECTION OF PROPERTY.

     4.1 Inspection Items. Seller has, prior to the Effective Date, delivered to
Purchaser a phase 1  environmental  assessment,  dated  December 12,  1997,  and
prepared by E-Quest Corporation (the "Environmental Audit").

(m:bp-state.co3/2-28-97)

                                       2


<PAGE>

     4.2 Inspection Period. Purchaser shall have from the Effective Date through
fifty (50) days after the date on which Purchaser receives the last of the Title
Documents,  but in any event  not later  than  April 22,  1997 (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.

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

     SECTION 5. REPRESENTATIONS AND WARRANTIES.

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

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

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

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

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

         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

(m:bp-state.co3/2/28/97)

                                       3

<PAGE>


upon it, or will result in a violation of any  applicable  law,  order,  rule or
regulation of any governmental authority affecting Purchaser.

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

     SECTION 6. CONDITION OF PROPERTY; DISCLAIMER OF WARRANTIES.

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

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

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

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

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

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

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

     6.2  Radon.  The  Colorado  Department  of  Health  and the  United  States
Environmental  Protection  Agency  ("EPA")  have  detected  elevated  levels  of
naturally  occurring  radon in structures in the Colorado  Springs area. EPA has
raised  concerns  with  respect to adverse  effects on human health of long-term
exposure to high levels of radon. Purchaser may conduct radon tests to determine
the  possible  presence  of radon in the  Property  and may  conduct  such other
investigations  and consult  such  experts as  Purchaser  deems  appropriate  to
evaluate  radon  mitigation  measures  that can be  employed  in the  design and
construction of  improvements  on the Property  Purchaser shall rely solely upon
such investigations and consultations and acknowledges that Seller has made no
representation, express or

(m:bp-state.co3/2-28-97)

                                       4

<PAGE>

implied,  concerning  the  presence  or  absence of radon in the  Property,  the
suitability  of the  Property  for  development  or the  design or  construction
techniques,  if any,  that  can be  employed  to  reduce  any  radon  levels  in
improvements built on the Property; and Purchaser, for itself and its successors
and assigns,  releases Seller from any liability  whatsoever with respect to the
foregoing matters.

     SECTION 7. CONDITIONS PRECEDENT TO PURCHASE AND SALE.

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

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

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

          (c) 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.

Section 10.3.

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

     7.2 Condition Precedent to Seller's Obligation. The following matters shall
constitute  absolute  conditions  precedent to 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 thatexceeds $365,000.00.

          (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 (and Seller
shall use its best efforts to cause the Plat to be recorded  after  approved and
executed by the City).

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

     SECTION 8. CLOSING.

     8.1 Closing Date. The closing of the purchase and sale of the Property (the
"Closing")  shall occur ten (10) days following notice from Seller that the Plat
referred to in Section 10.6 has been recorded,  unless  extended by Purchaser in
accordance with Section 8.4. The Closing shall occur at the offices of the Title
Company.

(m:bp-state.co3/2-28-97)

                                       5

<PAGE>


     8.2  Purchaser's  Obligations  at  Closing.  In addition to delivery of the
balance of the Purchase  Price as described in Section  2.2.,  the net amount of
which (shown as the amount due Seller on the Settlement  Statements  executed at
Closing) shall be deposited into escrow pursuant to the provisions of the Escrow
Agreement  described in Section 10.2  hereinafter,  Purchaser  shall execute and
deliver the following to Seller at Closing:

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

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

          (c) The Escrow Agreement.

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

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

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

          (b) A FIRPTA Affidavit.

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

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

          (e) The Escrow Agreement.

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

     8.4  Purchaser's  Right to Extend  Closing.  In the event Purchaser has not
received  approval  of the City of  Colorado  Springs  ("City")  of  Purchaser's
Development  Plan (as  hereinafter  defined),  Purchaser shall have the right to
extend the Closing for a period of 45 days by giving written notice to Seller on
or before the date then set for Closing,  and depositing  with the Title Company
prior to the giving of such notice to extend the Closing,  the additional sum of
$25,000.00, which, together with the initial deposit of $10,000.00, shall be the
Earnest Money Deposit hereunder.

     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.

(m:bp-state.co3/2-28-97)

                                       6

<PAGE>


     9.2 Miscellaneous Closing Costs. Seller shall pay the costs associated with
providing  Purchaser with the title insurance  policy  described in Section 3 2.
All real estate  recording and  documentary  fees payable in connection with the
purchase  and  sale of the  Property  shall  be paid by  Purchaser.  Any fee for
closing  services  which is charged by the Title Company shall be shared equally
by  Seller  and  Purchaser.  Except  as  otherwise  expressly  provided  in this
Agreement,  Purchaser and Seller shall pay their own fees and expenses  incurred
in the preparation,  execution and performance of their  respective  obligations
under this Agreement.

     SECTION 10. APPROVALS, PLANNING, PLATTING AND DEVELOPMENT.

     10.1  Seller's  Development  Obligations  - Generally.  The Seller shall be
responsible for  subdividing,  platting and the Off Site and On Site Development
Work (as hereinafter  defined) of Phase 1, including the Property.  On or before
forty (40) days after the Effective Date [April 12, 1997],  Seller shall furnish
Purchaser with a development budget for all on and off site development work for
Phase  1  (including  both  "hard"  and  "soft"  costs),  with a time  line  for
completion of such work. Prior to the end of the Inspection  Period,  Seller and
Purchaser  shall have agreed upon the  development  budget and the time line for
completion  of such work.  In the event the  parties  are unable to agree on the
development  budget  and the time  line on or before  the end of the  Inspection
Period,  then upon notice by either  party to the other,  this  Agreement  shall
terminate,  and the Title  Company  shall  immediately  return the Earnest Money
Deposit to  Purchaser.  In the event the parties  are able to agree,  then three
copies of the agreed upon development budget ("Development  Budget"),  showing a
line item breakdown of all on and off site  development  work (the  "Development
Work"),  and time line for the  completion  of such work ("Time  Line") shall be
signed  by both  parties,  each  shall  retain  one copy  and one copy  shall be
delivered to the Title Company.

     10.2 Timing of Seller's Development  Obligations.  Prior to Closing, Seller
shall complete and attempt to obtain the City's approval of the Concept Plan and
the Plat (as  hereinafter  defined) of the Phase 1 property.  It is  anticipated
that  none  of  the  Development  Work  will  be  completed  by  Closing.  As  a
consequence,  and to assure  the  Purchaser  that the  Development  Work will be
completed in a timely manner following the Closing, the parties have agreed that
at  Closing,  they will place the net amount of the  Purchase  Price  payable to
Seller at Closing in an escrow,  the terms of which will be substantially as set
forth in the Escrow Agreement ("Escrow Agreement") attached hereto as Exhibit D.

     10.3 Off Site Development  Work. For purposes of this Agreement,  "Off Site
Development Work" shall mean all of the off site development work required to be
completed by the City as a condition of the City's  approval of the Concept Plan
and the Plat, which the parties anticipate shall include the following:

          (a)  Dedication of land for the  interchange  of Palmer Park Boulevard
and Powers Boulevard and for the widening of Palmer Park Boulevard.

          (b)  Construction  of the  adjacent  strip to the north of Palmer Park
Boulevard which widens Palmer Park Boulevard pursuant to City specifications.

          (c)  Construction  of curb and  gutter  on the north  side of  widened
Palmer Park Boulevard.

          (d)  Construction  of raised  median on Palmer Park  Boulevard and the
construction of a traffic signal at the entry road of the Center.

          (e) Construction of all drainage  improvements required for Phase I of
the Center.

(m:bp-state-co3/2-28-7)

                                       7

<PAGE>


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 Phase I in accordance with the City approved
grading plan (the "Grading Plan").

          (b)  Construction of interior roadway system per Concept Plan attached
hereto as Exhibit B.

          (c) Utility loop construction,  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  ("Purchaser's  Development
Plan") for the Property to be approved in accordance with applicable zoning laws
and City subdivision ordinances prior to the issuance of any building permit for
construction   of  improvements   on  the  Property.   In  addition,   Purchaser
acknowledges   that  in  accordance  with  the  provisions  of  the  CC&R's  (as
hereinafter  defined) Seller will have certain  approval  rights,  including the
right to approve development plans prior to their submission to the City. Before
submitting  any  Purchaser's  Development  Plan for the  Property  to the  City,
Purchaser shall submit  Purchaser's  Development  Plan to Seller for approval in
accordance with the CC&R's.  Purchaser shall not permit any development  plan to
become  final and  binding  on the  Property  or  Seller  until  after  Closing.
Purchaser  shall be solely  responsible  for  obtaining  the City's  approval of
Purchaser's Development Plan, and Seller will cooperate with Purchaser's efforts
to obtain the City's  approval of  Purchaser's  Development  Plan as approved by
Seller.

     10.6 Platting.  Purchaser has been provided with a preliminary  plat of the
Property,  which  Purchaser  hereby  acknowledges  it  has  approved.  Purchaser
acknowledges that the Property must be platted and that governmental authorities
will require a plat ("Plat") of Phase 1 (including the Property), to be approved
in accordance with applicable  zoning laws and City  subdivision  ordinances and
recorded  prior to the  issuance  of any  building  permit for  construction  of
improvements on the Property.  Purchaser acknowledges that the Plat will have to
provide for landscaping, utility and drainage easements as required by the City.
Seller shall be responsible for obtaining the City's approval of the 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  Property  boundary,  for  repairing  streets  damaged  by such  extensions.
Purchaser  shall be  responsible  for  extending  such  utility  services to the
improvements  it  constructs  on the  Property  and for  paying  all  tap,  line
extension  and  other  City  imposed  charges  and fees in  connection  with the
extension of such utility services to the improvements.  Purchaser  acknowledges
that the City  installs all  electric  lines and that  Purchaser  will be solely
responsible for making arrangements

(m:bp-state.co3/2-28-97)

                                       8

<PAGE>


with the City's  Department of Utilities to extend electric lines and to provide
electrical  service  to meet  the  particular  needs of the  improvements  to be
constructed on the Property.  Purchaser  will also be responsible  for obtaining
telephone and cable  television  lines and service for the  Property.  Purchaser
acknowledges  that the Plat  will  have to  provide  for  utility  easements  as
required by the City.

     10.9  Streets.  Access to the  Property  will be  provided  via  public and
private  streets.  Seller shall be solely  responsible  for providing  permanent
access to the Center from  Palmer Park  Boulevard  and for  construction  of all
private streets shown on the 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  facilities  required by the City outside of Phase 1
that relate to development on the Property. Purchaser will be solely responsible
for  providing all drainage  facilities  required  within the  boundaries of the
Property in accordance with the Purchaser's  Development  Plan, the Plat and any
applicable drainage plans approved by the City. Purchaser  acknowledges the Plat
will have to provide for drainage easements as required by the City.

     10.11 Park and Drainage Fees. Seller will hold Purchaser  harmless from all
requirements  and  obligations  to the City for park fees and drainage fees with
respect to the  Property  that are required to be paid in  conjunction  with the
filing and approval of the Plat under  ordinances  in effect at the time of this
Agreement.

     10.12  Purchaser's  Approval Rights.  On or before fourteen (14) days after
the  Effective  Date [March 17,  1997],  Seller  shall  deliver to  Purchaser at
Seller's expense the following:

          (a) The Grading Plan;

          (b) The proposed final Concept Plan;

          (c) The proposed final Plat;

          (d) Plans and Specifications for the private roads.

In addition,  Seller shall  submit the CC&R's to  Purchaser in  accordance  with
Section 11.1.  Purchaser  shall have fourteen (14) days after it receives any of
the  foregoing to approve or  disapprove  the same by giving  written  notice to
Seller,  and if it  disapproves  (a  "Disapproval"),  stating  specifically  the
reasons  therefor.  In the event  Purchaser does not give such notice within the
time period allowed, it shall conclusively be deemed to have given its approval.
If Seller receives timely written notice from Purchaser of a Disapproval, Seller
shall  have  the  right,  in its sole  discretion,  to (a)  correct  or cure the
Disapproval,  or (b) notify  Purchaser  that  Seller does not intend to cure the
Disapproval. If Seller is unable or unwilling to cure the Disapproval, Purchaser
shall have the right to either (a) terminate this Agreement and its  obligations
hereunder,  or (b) waive its Disapproval.  If Purchaser elects to terminate this
Agreement, the 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

(m:bp-state.co3/2-28-97)

                                       9
<PAGE>


the other party's approval,  such approval shall not be unreasonably withheld or
delayed.  Each  party  shall  use its good  faith  efforts  to  satisfy  all the
conditions to its performance of this Agreement.

     SECTION 11. THE COVENANTS FOR THE CENTER.

     11.1 Covenants. On or before twenty-one (21 ) days after the Effective Date
[March 24,  1997],  Seller shall deliver to Purchaser at Seller's  expense,  the
covenants  ("CC&R's")  Seller  intends  to  place  on the  Center  and  Phase 1,
including  the  Property.  Purchaser  acknowledges  that  the  Property  will be
conveyed subject to the CC&R's. In addition to other matters, the CC&R's shall:

          (a)  Contain a  prohibition  against  the use of any  property  in the
Center,  other than the Property,  for a financial  institution (an organization
that  makes  loans  and  collects  deposits),  including  any  federal  or state
chartered  commercial  bank or saving and loan  association,  any commercial and
noncommercial credit union.

          (b) Provide that any private  roadways shall be governed by the CC&R's
and each property owner within the Center shall pay it's proportionate  share of
expenses  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.

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

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

          (e) Shall  permit  Purchaser  use of 20% of the  signage  space on the
southerly of two Center signs.

Purchaser  shall have the right to approve  the  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,

(m:bp-state.co 3/2-28-97)

                                       10

<PAGE>


the  Agreement  shall  continue  in full force and effect.  In such  event,  the
Purchase  Price shall be paid by Purchaser  at Closing  without  reduction,  but
Seller shall remit to Purchaser all awards received by Seller as a result of the
condemnation.

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

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

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

     SECTION 16.  BROKERS.  Seller  represents  and warrants to Purchaser  that,
other than Highland  Commercial Group,  LLC, and Price  Properties,  Inc., f/k/a
Paragon-Price Commercial, Inc. (collectively, "Broker"), no broker or finder has
been engaged by Seller in connection with any of the  transactions  contemplated
by this  Agreement.  Seller  further  represents  and warrants that no person or
entity, other than Broker, now claims or will claim any commission, finder's fee
or other  amounts by,  through,  under or as a result of any  relationship  with
Seller  because of such  transactions.  Seller agrees to pay Broker a commission
equal to ten percent (10%) of the Purchase Price,  which commission shall not be
earned or payable until the  occurrence  of the Closing and Seller's  receipt of
the Purchase  Price.  In the event of a termination  of this  Agreement,  Broker
shall have no right to share in the Earnest  Money Deposit if retained by Seller
Purchaser  represents  and  warrants to Seller that no broker or finder has been
engaged by Purchaser in connection with any of the transactions  contemplated by
this Agreement.  Purchaser further represents that no person or entity claims or
will claim any commission,  finder's fee or other amounts by, through,  under or
as a result of any  relationship  with Purchaser  because of such  transactions.
Each party agrees to hold the other party  harmless from and against any and all
costs,  expenses,  claims,  losses or damages,  including reasonable  attorneys'
fees,  resulting from any breach of the representations and warranties contained
in this Section.

     SECTION 17. ASSIGNMENT. Purchaser shall not have the right to assign all or
any part of its  interest  or rights  under  this  Agreement  without  the prior
written  consent  of Seller,  except  for an  assignment  to an  affiliate.  For
purposes  hereof,  "affiliate"  means any person or entity  which  controls,  is
controlled  by, or is under common  control  with,  the  Purchaser.  A person or
entity  shall be  deemed to have  control  of  another  person or entity if such
person or entity  directly or  indirectly  or acting in concert with one or more
persons and/or entities, or through one or more subsidiaries,  owns, controls or
holds with power to vote more than 15 percent of the voting  shares or rights of
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.

(m:bp-state.co3/2-28-97)

                                       11

<PAGE>

     SECTION 18. MISCELLANEOUS.

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

     If intended for Seller, to:

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

     If intended for Purchaser, to:

                  State Bank & Trust of Colorado Springs
                  111 South Tejon
                  Colorado Springs, CO 80903
                  Attn: John G.  Jackson, President

     with a copy in each case to:

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

     and to:

                  Berniger, Berg, Diver, Noecker & Wood-Ellis, LLC
                  Suite 310
                  90 South Cascade Avenue
                  Colorado Springs, CO 80903
                  Attn: Thomas E.  Berg

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.

(m:bp-state.co3/2-28-97)

                                       12

<PAGE>


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

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

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

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

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

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

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

     18.11  Duration  of  Offer.  Purchaser  has  executed  and  submitted  this
Agreement  to Seller as an offer for  acceptance  by Seller to be  evidenced  by
Seller s execution of this Agreement.  Purchaser's  offer as represented by this
Agreement  shall  continue in effect only until March 7, 1997.  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.

     18.12  Purchaser's  Board  of  Director's  Approval.  The  purchase  of the
Property shall remain subject to, and  contingent  upon,  review and approval by
State  Bank's  Board of  Directors  and outside  Legal  Counsel,  which shall be
obtained within three (3) business days of the Effective Date [March 6, 1997].

(m:bp-state.co3/2-28-97)


                                       13

<PAGE>

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

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

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

                         PURCHASER:


                            State Bank & Trust of Colorado Springs

                            By:  /s/  John G.  Jackson
                                 ----------------------------
                            Its: President
                                 ----------------------------


(m:bp-state.co3/2-28-97)

                                       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 and Seller relating to the payment of a commission resulting from
the sale of the Property.

BROKER:

Highland Commercial Group, LLC

By:
    ---------------------------------

Its:
    ---------------------------------


Paragon Properties, Inc., f/k/a
Paragon-Price Commercial, Inc.

By:
   ----------------------------------

Its:
   ----------------------------------


(m:bp-state.co3/2-28-97)

                                       15

<PAGE>


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

Exhibit A         Legal Description of Center

Exhibit B         Concept Plan

Exhibit C         Legal Description of Property

Exhibit D         Escrow Agreement



(m:bp-state.co3/2-28-97)



<PAGE>



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

                          Legal Description of Center

A PORTION OF THE NE1/4 SE1/4 OF SECTION 1,  TOWNSHIP 14 SOUTH,  RANGE 66 WEST OF
THE 6TH P.M., CITY OF COLORADO  SPRINGS,  COUNTY OF EL PASO,  STATE OF COLORADO,
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:  ASSUMING THE EASTERLY LINE OF THE
SE1/4 OF SAID SECTION 1 BEARS N 00 DEGREES  01'42" W, WITH THE NORTHEAST  CORNER
AND  THE  SOUTHEAST  CORNER  OF SAID  SE1/4  BEING  3/4  INCH  ROD  WITH NO CAPS
(APPROXIMATELY  ONE FOOT BELOW ASPHALT);  COMMENCING AT THE NORTHEAST  CORNER OF
SAID SE1/4 OF SECTION 1; THENCE N 86 DEGREES  28'07" W, ALONG THE NORTHERLY LINE
OF SAID SE1/4,  A DISTANCE OF 57.11 FEET TO THE  WESTERLY  RIGHT-OF-WAY  LINE OF
POWERS  BOULEVARD AS DESCRIBED IN BOOK 5256 AT PAGE 39 OF THE RECORDS OF EL PASO
COUNTY,  COLORADO,  POINT ALSO BEING THE TRUE POINT OF  BEGINNING;  THENCE ALONG
SAID  WESTERLY  RIGHT-OF-WAY  LINE,  THE  FOLLOWING  FOUR (4) COURSES:  (1) S 02
DEGREES  18'11" W, A  DISTANCE  OF 297.98  FEET;  (2) S 00  DEGREES  00'17" E, A
DISTANCE  OF 826.60  FEET;  (3) ALONG THE ARC OF A CURVE TO THE RIGHT,  HAVING A
CENTRAL  ANGLE OF 89 DEGREES  30'40",  A RADIUS OF 100.00  FEET,  A DISTANCE  OF
156.23 FEET (CHORD  BEARS S 44 DEGREES  45'03" W); (4) S 00 DEGREES  38'51" W, A
DISTANCE  OF  43.87  FEET TO THE  NORTHERLY  RIGHT-OF-WAY  LINE OF  PALMER  PARK
BOULEVARD  (100'  R.O.W.) AS DESCRIBED IN BOOK 2501 AT PAGE 158 AND IN BOOK 2517
AT PAGE 730 OF SAID RECORDS;  THENCE ALONG SAID NORTHERLY  RIGHT-OF-WAY  LINE OF
PALMER PARK BOULEVARD, THE FOLLOWING TWO (2) COURSES: (1) N 88 DEGREES 24'44" W,
A DISTANCE OF 814.03 FEET;  (2) N 86 DEGREES 26'21" W, A DISTANCE OF 335.45 FEET
TO THE  WESTERLY  LINE OF PARCEL R AS DESCRIBED IN BOOK 3267 AT PAGE 406 OF SAID
RECORDS;  THENCE ALONG SAID WESTERLY  LINE AND NORTHERLY  LINE OF SAID PARCEL R,
THE FOLLOWING  NINE (9) COURSES:  (1) N 00 DEGREES 05'34' W, A DISTANCE OF 54.41
FEET; (2) N 49 DEGREES 30'30" E, A DISTANCE OF 152.93 FEET; (3) ALONG THE ARC OF
A CURVE TO THE LEFT,  HAVING A CENTRAL ANGLE OF 64 DEGREES  55'00",  A RADIUS OF
171.50 FEET, A DISTANCE OF 194.31 FEET (CHORD BEARS N 17 DEGREES  03'00" E); (4)
N 15 DEGREES  24'30" W, A DISTANCE OF 123.42 FEET;  (5) ALONG THE ARC OF A CURVE
TO THE RIGHT,  HAVING A CENTRAL  ANGLE OF 83 DEGREES  18' 25", A RADIUS OF 44.00
FEET,  A DISTANCE OF 63.98 FEET (CHORD  BEARS N 26 DEGREES 14' 42" E);' (6) N 67
DEGREES  53' 55" E, A DISTANCE OF 197.69  FEET;  (7) ALONG THE ARC OF A CURVE TO
THE LEFT, HAVING A CENTRAL ANGLE OF 26 DEGREES 48' 16", A RADIUS OF 923.00 FEET,
A DISTANCE OF 431.80 FEET (CHORD BEARS N 54 DEGREES 29' 47" E); (8) N 41 DEGREES
05' 39" E, A  DISTANCE  OF 548.59  FEET TO THE  NORTHERLY  LINE OF SAID SE1/4 OF
SECTION 1; (9) S 86 DEGREES 28' 07" E, ALONG SAID NORTHERLY  LINE, A DISTANCE OF
205.11 FEET TO THE POINT OF BEGINNING, EXCEPT THOSE PORTIONS THEREOF CONVEYED TO
THE CITY OF  COLORADO  SPRINGS IN DEED  RECORDED  IN BOOK 5545 AT PAGE 89 AND IN
BOOK 5842 AT PAGE 386.





                                       17


<PAGE>






                                    [GRAPHIC

                   CONCEPT PLAN - PROPOSED COMMERCIAL CENTER


                          THE CROSSING AT PALMER PARK

                                    OMITTED]



                                       18

<PAGE>

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

                         Legal Description of Property

     Lot 2 as shown on the  Concept  Plan  attached  hereto as  Exhibit  A. Once
determined  by the Survey,  the legal  description  shall be attached  hereto as
Exhibit C-1.





(m:bp-state.co3/2-28-97)

                                       19

<PAGE>


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

                                Escrow Agreement

     THIS ESCROW  AGREEMENT is executed  this day of , 1997, by and among Bishop
Powers, Ltd., a Colorado limited partnership  ("Bishop"),  State Bank & Trust of
Colorado Springs ("State") and Lawyers Title Insurance Company ("Escrow Agent").

                                    RECITALS

     A. State and  Bishop  entered  into a certain  Vacant  Land/Farm  and Ranch
Contract  to Buy and Sell  Real  Estate  dated  March , 1997  (the  "Contract"),
whereby  Bishop agreed to sell to State,  and State agreed to buy,  certain real
property located in El Paso County,  Colorado, as more particularly described on
Exhibit A attached hereto (the "Property").

     B. As partial  consideration  for State's purchase of the Property,  Bishop
agreed to install certain on site improvements and off site improvements.

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

     D. To ensure that the On Sites and Off sites will be completed  and paid in
a timely  manner,  State and Bishop  have agreed to close on the date hereof and
Bishop has agreed to deposit  with Escrow  Agent,  pursuant to the terms of this
Escrow Agreement,  the net amount of the Purchase Price payable to it at closing
("Funds").

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

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

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

     2. Disbursements to Bishop.

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

(m:bp-state.co3/2-28-97)

                                       20
<PAGE>
                                  

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

          c. If during the term of this Escrow Agreement the amount requested by
Bishop for an On Site  exceeds the amount shown on Exhibit B, Escrow Agent shall
only disburse to Bishop the amount designated on Exhibit B for that On Site;

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

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

          f. If State  delivers an affidavit to Escrow Agent  asserting that one
or more of the Off Sites have not been  completed by the date for completion set
forth in Exhibit C, then Escrow  Agent shall  immediately  cease  making On Site
disbursements to Bishop.  Disbursements  for On Sites shall not recommence until
Escrow Agent shall have received a  Certificate  from the  development  manager,
stating that the  delinquent Off Sites have been completed and that no other Off
Sites have become delinquent in the interim; and

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

     3.  Default by Bishop - State's  Completion.  If all On Sites and Off Sites
have not been completed by , 1997,  State may notify Escrow Agent, and following
the giving of such notice,  may itself  complete the On Site  improvements,  and
draw on the  remaining  Funds held by the Escrow  Agent in  accordance  with the
procedures set forth in Section 2 hereinabove.

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

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

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

     7. Escrow  Protection.  If, at any time, Escrow Agent shall be uncertain as
to any  performance  required  of Escrow  Agent  hereunder,  Escrow  Agent shall
attempt  to obtain  the  written  understanding  of Bishop  and State as to such
performance. If Escrow Agent is unable to obtain such understanding, it may

(m:bp-state.co3/2-28-97)

                                       21
<PAGE>


bring an interpleader or declaratory judgment action in the District Court of El
Paso County to resolve the  questions  as to which it is  uncertain.  Bishop and
State hereby agree for themselves to the  jurisdiction  of the District Court of
El Paso County, for the purposes of such an action.

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

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

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

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

By: Bishop Capital Corporation, its General Partner

By:
   ------------------------------------------------


STATE BANK & TRUST OF COLORADO SPRINGS
111 South Tejon Street
Colorado Springs, CO 80903

By:
   ------------------------------------------------


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

By:
   ------------------------------------------------
 
(m:bp-state.co3/2-28-97)


                                       22

<PAGE>


                                   EXHIBIT A

                               LEGAL DESCRIPTION

LOT 2 AS SHOWN ON THE CONCEPT PLAN  ATTACHED TO THE VACANT  LAND/FARM  AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE AND INCORPORATED HEREIN,  CONTAINING 40,000
SQUARE FEET.




(m:bp-state. co3/2-28-97)

                                       23

<PAGE>


                                   EXHIBIT B
                              ON SITE IMPROVEMENTS

               ITEM                                          AMOUNT
               ----                                          ------






(m:bp-state. co3/2-28-97)

                                       24



<PAGE>


                                   EXHIBIT C
                             OFF SITE IMPROVEMENTS



               ITEM                                COMPLETION DATE
               ----                                ---------------

(m:bp-state.co3/2-28-97)

                                       25


                                                                       Exhibit G

                              OPERATING AGREEMENT
                              -------------------

     THIS  AGREEMENT is made as of this 8th day of December,  1995, by and among
METRO CAPITAL CORPORATION, a Wyoming corporation (the "Company"),  KARLTON TERRY
OIL   COMPANY,   a  Colorado   corporation,   KARLTON   TERRY  and  JUBAL  TERRY
(collectively,  "KTOC"), and BISHOP CABLE COMMUNICATIONS  CORPORATION, a Wyoming
corporation and wholly-owned subsidiary of the Company (the "Subsidiary").

     Pursuant to an Asset  Purchase  Agreement,  dated as of October  19,  1995,
between  the Company and KTOC (the  "Asset  Purchase  Agreement"),  KTOC will be
obtaining  control of the Company.  KTOC is  transferring  certain assets to the
Company  and the Company is  transferring  to the  Subsidiary  all of its assets
except for (i) the amount of cash and  marketable  securities  in excess of $1.2
million,  which  amount in any event  shall be at least  $700,000;  and (ii) the
Company's working interest in, and its operating  agreement with respect to, the
property known as Twenty Mile Hill, which is held by Metro Minerals Corporation,
a  wholly-owned  subsidiary  of the Company.  The  Subsidiary  is to be operated
autonomously  by the current  management  of the  Company  pursuant to the terms
hereof.  The Company  and the  Subsidiary  recognize  that such  management  has
extensive experience in the management of the Company's business.

     In order to effect,  ensure and  preserve the  autonomous  operation of the
Subsidiary by the current management of the Company,  the Company,  KTOC and the
Subsidiary wish to enter into an operating agreement on the terms and conditions
set  forth  below.  Accordingly,  in  consideration  of  the  promises  and  the
respective  covenants  and  agreements  of the  parties  herein  contained,  and
intending to be legally bound hereby, the parties hereto agree as follows:

         1. Management.  The Company,  KTOC and the Subsidiary hereby agree that
the Subsidiary is to be operated by the current management of the Company as set
forth in  management  agreement to be executed as of the Closing under the Asset
Purchase Agreement (the "Management  Agreement") among the Subsidiary and Robert
E.  Thrailkill  and such other  persons,  including  John A. Alsko and Robert J.
Thrailkill,  who may be  appointed  to  management  positions  by the  Board  of
Directors of the Subsidiary (collectively, the "Management").

     2. Term.  The operation of the  Subsidiary by the Management as provided in
Section 1. will commence on the date hereof and continue for five years from the
date hereof.

     3. Board of Directors of the Subsidiary.  Any determination by the Board of
Directors of the Subsidiary with respect to the business,  operations and assets
of the  Subsidiary  shall be  final,  conclusive  and  binding  and shall not be
subject to any  modification  whatsoever by the Board of Directors or management
of the  Company for any reason;  provided,  however,  that in no event shall any
member of the Board of Directors or any other officer of the Company be required
to breach his or her fiduciary duty to the Company or its shareholders.

#13156B- V7-101995

                                       1

<PAGE>


     4. Relations Between the Company and the Subsidiary. The Board of Directors
of the  Subsidiary  shall make the  officers  and  directors  of the  Subsidiary
available to discuss the  business and  operations  of the  Subsidiary  with the
Company and its management at reasonable  times.  The Management shall cooperate
with the Company in the preparation and filing of all materials to be filed with
the Securities and Exchange  Commission,  the Internal Revenue Service and other
applicable governmental authorities. Each party shall pay all costs and expenses
relating to its  respective  business  operations.  Each party agrees to pay its
proportionate share of costs and expenses  attributable to it in connection with
the preparation of consolidated financial statements and consolidated income tax
returns.  Each party  shall pay the other  party,  on terms to be agreed upon in
advance,  for any services  performed by personnel of the other party (and costs
associated  therewith) as such party may request.  The Subsidiary shall bear the
costs and expenses  incurred in connection  with the  preparation  and filing of
materials  to be filed  with the  Securities  and  Exchange  Commission  that it
requests that the Company file on its behalf;  and,  each party shall  cooperate
with the other party in the preparation and filing of any such materials.

     5.  Business,  Operations  and  Assets  of the  Subsidiary.  The  Board  of
Directors  of the  Subsidiary  shall have sole  authority  and  discretion  with
respect to the  business,  operations  and assets of the  Subsidiary,  except as
provided in Section 3 above.  The Company shall not take any action with respect
to the business,  operation or assets of the Subsidiary  without first obtaining
the  written  consent  of the  Board of  Directors  of the  Subsidiary.  Without
limiting the generality of the foregoing, and provided that it complies with all
applicable laws, the Board of Directors of the Subsidiary may take any or all of
the following actions in its sole and absolute discretion to:

     (a)  dispose  of,   encumber  or   otherwise   hypothecate   any,   all  or
          substantially all of the assets of the Subsidiary, whether owned as of
          the date hereof or hereafter acquired;

     (b)  acquire  additional  assets on behalf of the  Subsidiary;  change  the
          business of the Subsidiary;

     (c)  change the business of the Subsidiary;

     (d)  merge or consolidate the Subsidiary with any entity;

     (e)  incur any indebtedness on behalf of the Subsidiary;

     (f)  declare any legal dividends on behalf of the Subsidiary; or

     (g)  liquidate and dissolve the Subsidiary.

     6.  Control  of  Subsidiary  by the  Management.  The  Subsidiary  is to be
controlled  and operated  exclusively  by the Management and not by the Company.
The  Company  and KTOC  represent  and  warrant  that  they  will  maintain  the
Management  Agreement  and this  Operating  Agreement  in full  force and effect
during the term of this Agreement and will not take any action  whatsoever which
interferes,  intervenes or disrupts the control and operation of the  Subsidiary
by the Management, except as provided in Section 3.

#13156B-V7-101995


                                       2

<PAGE>


     7. Voting  Agreement.  The  Company and KTOC agree at all times  during the
term of this  Agreement  to be bound by the terms of the voting  agreement  (the
"Voting Agreement"), in the form attached hereto as Exhibit A.

     8. Indebtedness.  The Company shall not incur any indebtedness on behalf of
the Subsidiary or take any action, directly or indirectly, to encumber, or cause
any  claims  to be  made  with  respect  to,  any or all  of the  assets  of the
Subsidiary.  The Subsidiary  shall not incur any  indebtedness or take any other
action, directly or indirectly, to encumber, or cause any claims to be made with
respect to, any or all of the assets of the Company.  The  subsidiary  agrees to
timely  pay,  or  establish  appropriate  reserves,  for any and all  taxes  and
assessments against it or its assets.

     9. Termination.  Except as otherwise provided in Section 2 hereof,  neither
the Company nor KTOC may terminate  this  Agreement  for any reason  without the
written consent of the Board of Directors of the Subsidiary.

     10. Successors:  Binding  Agreement.  The Company and KTOC will require any
successor  by  purchase,  merger,   consolidation  or  otherwise  to  all  or  a
controlling  interest  in the  Company,  by  agreement  in  form  and  substance
satisfactory  to the Board of Directors of the Subsidiary,  to expressly  assume
and agree to perform  this  Agreement.  Failure by the Company or KTOC to obtain
such agreement  prior to the  effectiveness  of any such  succession  shall be a
breach of this Agreement.  As used in this  Agreement,  "Company" shall mean the
Company as  hereinbefore  defined or which  otherwise  becomes  bound by all the
terms and provisions of this  Agreement by operation of law and "control"  shall
have the same meaning given to it in the Management Agreement.

     11.  Indemnification.  The Subsidiary agrees to indemnify and hold harmless
the Company,  its officers,  directors,  employees and agents,  from any and all
liabilities,  losses,  costs,  claims,  actions,  suits,  proceedings,  damages,
penalties  and  expenses  (including  attorneys'  fees and expenses and costs of
investigation  and  litigation,  and  including  any  such  attorneys'  fees and
expenses  incurred  in  connection  with  enforcing  this  Section)  suffered or
incurred  by any such  party by  reason  of or  arising  out of any  actions  or
omissions by the Management.

     12. Breach.  Any breach of any provisions of this Agreement shall be deemed
a breach of the Asset Purchase  Agreement and of the  Management  Agreements and
all rights and remedies  under such  agreements  shall be  available  hereunder.
There  shall  be  full  recourse  against  the  Company  by the  parties  to the
Management  Agreements  for any action by the  Company  that  impairs any of the
parties' rights legally and validly asserted under the Management Agreements.

     13. Notice. For purposes of this Agreement,  notices, demands and all other
communications  provided for in the  agreement  shall be in writing and shall be
deemed to have been duly given when  delivered or (unless  otherwise  specified)
mailed by United States  registered  mail,  return  receipt  requested,  postage
prepaid,  addressed to the Company,  KTOC and the  Subsidiary  at the  following
addresses:

#13156B-V7-101995

                                       3

<PAGE>

          (i) If to the Company:

              Karlton Terry, President
              Metro Capital Corporation
              700 East Ninth Avenue, Suite 106
              Denver, Colorado 80203

          (ii) If to KTOC:

               Karlton Terry, President
               Karlton Terry Oil Company
               700 East Ninth Avenue, Suite 106
               Denver, Colorado 80203

          (iii) If to the Subsidiary:

                Robert E.  Thrailkill, President
                Bishop Cable Communications Corporation
                716 College View Drive
                Riverton, Wyoming 82501

Any party to this Agreement may change the address for giving notices by written
notice to the other  parties  in  conformity  with the  foregoing,  except  that
notices of change of address shall be effective only upon receipt.

          14.  Miscellaneous.  No provisions of this  Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in writing  signed by the parties.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or  compliance  with,  any condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
any party which are not set forth  expressly in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Wyoming.

          15. Validity.  The invalidity or  unenforceability of any provision or
provisions of this Agreement shall not effect the validity or  enforceability of
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

          16.  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.

          17.  Governing  Law.  The  interpretation  and  construction  of  this
Agreement,  and all matters relating  hereto,  shall be governed by the internal
laws of the State of Wyoming.

#13156B-V7-101995

                                       4

<PAGE>

          18.  Arbitration.  Any  dispute  or  controversy  arising  under or in
connection  with this Agreement  shall be settled  exclusively  by  arbitration,
which shall be conducted  according  to the terms of Section  10.11 of the Asset
Purchase Agreement.

          IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the
date and year first above written.

                                   METRO CAPITAL CORPORATION
          
                                   By:  /S/  KARLTON TERRY
                                       -----------------------------------------
                                       Karlton Terry, President

                                   KARLTON TERRY OIL COMPANY

                                   By:  /S/  KARLTON TERRY
                                       -----------------------------------------
                                       Karlton Terry, President

                                       /S/  KARLTON TERRY
                                       -----------------------------------------
                                       KARLTON TERRY

                                       /S/  JUBAL TERRY
                                       -----------------------------------------
                                       JUBAL TERRY


                                       BISHOP CABLE COMMUNICATIONS CORPORATION

                                       By: /S/  ROBERT E. THRAILKILL
                                           -------------------------------------
                                           Robert E.  Thrailkill, President

#13156B-V7-101995

                                       5





                                                                       Exhibit H

                                VOTING AGREEMENT
                                ----------------

          THIS VOTING AGREEMENT is made as of this 8th day of December, 1995, by
and among METRO CAPITAL  CORPORATION,  a Wyoming  corporation  (the  "Company"),
KARLTON TERRY OIL COMPANY, a Colorado corporation, KARLTON TERRY and JUBAL TERRY
(collectively,  "KTOC"), and BISHOP CABLE COMMUNICATIONS  CORPORATION, a Wyoming
corporation and wholly-owned subsidiary of the Company (the "Subsidiary").

          Pursuant to an Asset  Purchase  Agreement,  dated  October  19,  1995,
between  the Company and KTOC (the  "Asset  Purchase  Agreement"),  KTOC will be
obtaining  control of the Company.  KTOC is  transferring  certain assets to the
Company  and the Company is  transferring  to the  Subsidiary  all of its assets
except for (i) the amount of cash and  marketable  securities  in excess of $1.2
million,  which  amount in any event  shall be at least  $700,000;  and (ii) the
Company's working interest in, and its operating  agreement with respect to, the
property known as Twenty Mile Hill, which is held by Metro Minerals Corporation,
a  wholly-owned  subsidiary  of the Company.  The  Subsidiary  is to be operated
autonomously by the current  management of the Company  pursuant to the terms of
an  Operating  Agreement  dated as of , 1995  among  the  Company,  KTOC and the
Subsidiary (the "Operating Agreement"). The Company and the Subsidiary recognize
that such management has extensive experience in the management of the Company's
business.

                                   Agreement
                                   ---------

          1.  The  parties  to  this   agreement,   intending  to  legally  bind
themselves,  their  successors,  executors,  administrators,  heirs and assigns,
agree that they will at all times during the term of this  Agreement be bound by
the following  terms.  With respect to any maker brought before the shareholders
of the Company and/or the Subsidiary  relating to or involving  exclusively  the
Subsidiary ( including, without limitation, the election of directors, and those
other  matters  listed in Section  5(a)-(g)  of the  Operating  Agreement),  the
Company and KTOC hereby appoint Robert E.  Thrailkill or such person as he shall
designate (as applicable,  the "Designated  Attorney-In-Fact") as their attorney
and proxy to appear,  attend  and vote all of the  shares of all  classes of the
Common Stock of the Company and/or the  Subsidiary  with respect to such matters
in his sole and absolute discretion.

          2. The Subsidiary  shall indemnify and hold harmless the Company,  its
officers, directors, employees and agents from any and all liabilities,  losses,
costs, claims,  actions,  suits,  proceedings,  damages,  penalties and expenses
(including   attorneys  fees  and  expenses  and  costs  of  investigation   and
litigation,  and including  any such  attorneys'  fees and expenses  incurred in
connection with enforcing this paragraph) suffered or incurred by any such party
by reason of or  arising  out of any  actions  or  omissions  by the  Designated
Attorney-In-Fact, including without limitation any liability arising from a suit
by the holders of common stock of the Company based upon allegations of improper
behavior by the Designated Attorney-In-Fact or the management of the Subsidiary.
 .

#13171B-V5-101995

<PAGE>


          3. This  Voting  Agreement  shall  terminate  five years from the date
hereof unless terminated sooner by mutual consent Of the parties hereto.

          IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the
date and year first above written.

                                  METRO CAPITAL CORPORATION   

                                  By:  /S/  KARLTON TERRY
                                      ------------------------------------------
                                       Karlton Terry, President

                                  KARLTON TERRY OIL COMPANY

                                  By:  /S/  KARLTON TERRY
                                      ------------------------------------------
                                       Karlton Terry, President

                                      /S/  KARLTON TERRY
                                      ------------------------------------------
                                      KARLTON TERRY

                                      /S/  JUBAL TERRY
                                      ------------------------------------------
                                      JUBAL TERRY

                                      BISHOP CABLE COMMUNICATIONS CORPORATION

                                      By: /S/  Robert E. Thrailkill
                                          --------------------------------------
                                          Robert E. Thrailkill, President

                                       2




                                                                       Exhibit I




                         LIMITED PARTNERSHIP AGREEMENT

                                       OF

                              BISHOP POWERS, LTD.





<PAGE>

                        LIMITED PARTNERSHIP AGREEMENT
                         -----------------------------

                               BISHOP POWERS, LTD
                               ------------------

     This Limited  Partnership  Agreement is executed  this 15th day of October,
1993, by and between  Bishop Cable  Communications,  Inc. a Wyoming  corporation
(the  "General  Partner")  as genera]  partner  and the persons  executing  this
Agreement  as Limited  Partners.  The General  Partner and Limited  Partners are
collectively referred to as the "Partners."

                                   ARTICLE I
                       FORMATION OF LIMITED PARTNERSHIP;
                       NAME; PRINCIPAL PLACE OF BUSINESS

     Section  1.1  Formation.  The  parties  hereby  form a limited  partnership
pursuant to the provisions of the Colorado  Uniform  Limited  Partnership Act of
1981  (the  "Act").  The  parties  shall  execute  and  cause to be  recorded  a
Certificate  of  Limited  Partnership  and any  additional  documents  as may be
necessary or appropriate to form a limited  partnership  pursuant to the laws of
the  State  of  Colorado.  The  Partnership  need  not  deliver  a  copy  of the
Certificate of Limited Partnership to any Partner.

     Section 1.2 Name.  The  Partnership  shall operate under the name of Bishop
Powers, Ltd.

     Section 1.3 Principal Place of Business. The principal place of business of
the Partnership shall be at 716 College View Drive,  Riverton,  Wyoming,  82501.
The  business  of the  Partnership  may  also  be  conducted  at such  other  or
additional place or places as may be designated by the General Partner.

                                   ARTICLE II
                           PURPOSE OF THE PARTNERSHIP

     The Partnership is one of two Colorado limited partnerships which are being
formed  pursuant to a certain  agreement  dated October 15, 1993,  between Metro
Capital  Corporation,  a Wyoming  corporation,  Scott Hart,  Michael Zaremba and
Powers Golf, L.L.C., a Colorado limited liability company (the "Agreement"), for
purposes of  acquiring  certain  real  property  located in the city of Colorado
Springs,  Colorado,  consisting  of  approximately  90 acres  located on or near
Powers  Boulevard,  as specifically  described in Exhibit A attached hereto (the
"Powers  Boulevard  Property").  This Partnership is being formed to acquire and
hold title to  approximately  55 acres of the  Powers  Boulevard  Property  (the
"Metro  Property").  The Partnership will hold the Metro Property for investment
and  development,  and may sell,  hypothecate,  or otherwise deal with the Metro
Property,  and may take such other actions as may be necessary or appropriate to
accomplish such purposes.

                                      -1-

<PAGE>


                                  ARTICLE III
                            TERMS OF THE PARTNERSHIP

     The  Partnership  shall commence as of the date the  Certificate of Limited
Partnership is filed in the office of the Colorado  Secretary of State and shall
continue until such date as all of the Metro Property is sold,  unless dissolved
earlier by operation of law or as provided in this Agreement.  ln any event, the
Partnership shall terminate no later than December 31, 2020.

                                   ARTICLE IV
                         ACCOUNTING FOR THE PARTNERSHIP

     Section 4.1 Financial Statements. The General Partner shall cause financial
statements of the operations of the  Partnership to be prepared and  distributed
on a periodic  basis as is reasonable  in  accordance  with the character of the
operations of the Partnership to each Limited Partner. Such financial statements
need not be audited,  however,  upon the request of any Partner  such  financial
statements shall be audited.

     Section 4.2 Access to Accounting  Records.  Any Limited  Partner shall have
reasonable  access to the accounting  records of the Partnership  during regular
business hours of the Partnership.

     Section 4.3 Income Tax  Information.  The General  Partner shall provide to
each Limited Partner information on the Partnership's taxable income or loss and
each item of  income,  gain,  loss,  deduction  or credit  that is  relevant  to
reporting  Partnership  income.  The information  shall also show each Partner's
distributive share of each item of income, gain, loss, deduction or credit. This
information  shall be  furnished to the Limited  Partners  within 75 days of the
close of the Partnership's taxable year.

                                   ARTICLE V
                             CAPITAL CONTRIBUTIONS

     Section   5.1  Initial   Capital   Contributions.   The   initial   capital
contributions  to the  Partnership  shall be made by the Partners in the amounts
shown on Exhibit "B" attached hereto and made a part hereof.  The Partners shall
not be required to make any additional capital  contributions to the Partnership
in excess of the amounts shown on Exhibit "B".

         Section 5.2 Additional  Capita]  Contributions.  Any additional capital
required may be  contributed  by the parties pro rata in  accordance  with their
respective  interests  in  the  Partnership.  If  any  party  determines  not to
contribute such additional capital, the other party may at its option:

          (i) cause the sale of the  partnership  assets and the  winding up and
     dissolution of the partnership;

                                      -2-

<PAGE>


          (ii) purchase the partnership interest of the  non-contributing  party
     which interest shall be valued as hereinafter provided; or

          (iii) contribute the additional capital in excess of its proportionate
     share on the terms hereinafter provided.

     The  non-contributing  party's  partnership  interest  shall be valued  for
purposes of  subparagraph  (ii) above by each party retaining at its own expense
an appraiser  qualified to value such  interest.  Each of the two  appraisers so
retained shall submit their appraisals and the value of the partnership interest
shall be the average of the two  appraisals,  i.e.,  one-half the sum of the two
appraisals.

     A party who contributes  additional  capital pursuant to subparagraph (iii)
above shall  receive  repayment of such  capital from the first funds  available
therefor,  prior to  payment of any funds  (whether  as  distributions,  fees or
otherwise) to the other party, together with interest thereon at five (5) points
above prime rate (as established by First interstate Bank of Denver, N.A.)

     Section 5.3 Loans.  If the Partnership  requires  additional  capital,  the
General Partner is authorized to cause the Partnership to borrow money upon such
terms as the General  Partner,  in its sole  discretion,  may determine,  and to
mortgage, pledge or hypothecate the assets of the Partnership in connection with
such borrowings.

     Section  5.4  No  Return  of  Capital  Contribution.  Except  as  otherwise
expressly  provided  herein,  no Partner  shall be  entitled  to a return of its
capital contribution.

                                   ARTICLE VI
                               PROFITS AND LOSSES

     Section 6.1  Determination.  All  profits or net losses of the  Partnership
shall be determined in accordance with generally accepted accounting  principles
consistently applied.

     Section 6.2 Special  Allocation  of Profits and Losses.  Until such time as
the general  partner has  received  distributions  of profits  equal to $600,000
(being  the  amount  advanced  by Bishop to  purchase  and  develop  the  Powers
Boulevard  Property),  plus  interest  thereon  at the  rate of 85%  per  annum,
compounded  annually  from the date of purchase of the Powers  Property  through
payment in full of such amount but in no event to exceed $100,000),  the General
Partner shall receive 100% of the profits and losses of the Partnership.

     Section 6.3  Profits.  Once the General  Partner has received the return of
the amount  specified in Section 6.2, the annual net profits of the Partnership,
if any, shall be allocated to the Partners as follows:

          (a) Eighty one percent to the General Partner; and

                                      -3-

<PAGE>

          (b) Nineteen  percent to the Limited  Partners in  proportion to their
     capital accounts.

     Section 6.4 Losses. Once the Genera] Partner has received the return of the
amount  specified in Section 6.2, the annual net losses of the  Partnership,  if
any, shall be allocated in the proportions set forth in Section 6.3.

                                  ARTICLE VII
                                CAPITAL ACCOUNTS

     An individual  capital  account shall be maintained  for each Partner.  The
capital  interest of a Partner  shall  consist of the original  contribution  of
capital, if any, increased by (1) any additional  contributions to capital,  and
(2)  such  Partner's  share  of  Partnership   profits,  and  decreased  by  (l)
distributions  to such Partner in reduction of Partnership  capital and (2) such
Partners's share of Partnership losses.

                                  ARTICLE VII
                                   CASH FLOW

     Section  8.1  Definition  of Cash  F]ow.  Cash  flow  shall be the net cash
available to the Partnership, determined on a monthly basis after the payment of
(or reserve for the payment of) all accrued expenses of the Partnership.

     Section 8.2 Distributions of Cash Flow. At least once each calendar quarter
(and subject to conditions upon  distributions  which may be imposed by lenders)
the cash flow of the  Partnership,  if any, shall be distributed to the Partners
in the  proportions  set forth in Sections 6.2 and/or 6.3, as  applicable at the
time.

                                   ARTICLE IX
                           ADMINISTRATIVE PROVISIONS

     Section 9.1 Management and Tax Matters Partner.  All of the business of the
Partnership, including, but not limited to decisions on all tax elections, shall
be under the exclusive  management of the General Partner.  The Limited Partners
shall not participate in the management of the business of the partnership.  The
General Partner, or any other General Partner  subsequently  selected,  shall be
the Tax Matters  Partner for  purposes of Section  6~31(a)(7)  of the Code,  and
shall  have  all  authority  granted  by the  Code to the Tax  Matters  Partner,
including the authority,  without the consent of any other Partner to do any and
all of the following:

          (a)  Enter  into a  settlement  agreement  with the  Internal  Revenue
     Service which purports to bind Partners other than the Tax Matters Partner;

          (b) File a petition as  contemplated by Section 6226(a) or 6228 of the
     Code;


                                      -4-

<PAGE>

          (c) Intervene in any action as contemplated  in Section  6226(b)(5) of
     the Code;

          (d) File any request contemplated in Section 6227(b) of the Code; and

          (e) Enter into an agreement  extending  the period of  limitations  as
     contemplated in Section 6229(1)(b) of the Code.

     Section 9.2 Time Devoted By General  Partner.  The parties  understand that
the General Partner and its management have other business activities which over
the year take the major part of the  respective  total time  devoted to business
matters.  Accordingly, the General Partner is required to devote to the business
of the  Partnership  only the time and  attention  as it in its sole  discretion
shall deem appropriate.

     Section 9.3 Limitation on Liability of Genera] Partner Indemnification.

          (a) The General  Partner  shall have no liability,  responsibility  or
     accountability  in  damages  or  otherwise  to any  other  partner  or  the
     Partnership for, and the Partnership agrees to indemnify,  pay, protect and
     hold harmless the General Partner (on the demand of and to the satisfaction
     of  the  General  Partner)  from  and  against  any  and  all  liabilities,
     obligations,   losses,  damages,  penalties,   actions,  judgments,  suits,
     proceedings,  costs,  expenses  and  disbursements  of any  kind or  nature
     whatsoever (including without limitation all costs and expenses of defense,
     appeal  and  settlement  of any  and all  suits,  actions,  or  proceedings
     instituted against such General Partner or the Partnership and all costs of
     investigation in connection therewith) which may be imposed on, incurred by
     or asserted  against such  General  Partner or the  Partnership  in any way
     relating to or arising out of, or alleged to relate to or arise out of, any
     action or  inaction on the part of the  Partnership  or on the part of such
     General Partner; provided the General Partner shall be liable,  responsible
     and  accountable,  and the  Partnership  shall not be liable to the General
     Partner, for any portion of such liabilities, obligations, losses, damages,
     penalties,  actions,  judgments,  suits,  proceedings,  costs,  expenses or
     disbursements   resulting  from  the  General   Partner's  own  negligence,
     misconduct  or other breach of  fiduciary  duty to the  Partnership  or any
     Partner.  If any action,  suit or proceeding shall be pending or threatened
     against the Partnership or the General Partner  relating to or arising,  or
     alleged  to relate  to arise,  out of any such  action or  non-action,  the
     General  Partner  shall  have the right to  employ,  at the  expense of the
     Partnership,  separate  counsel  of the  General  Partner's  choice in such
     action,  to represent the General  Partner in such suit or proceeding.  The
     satisfaction of the obligations of the Partnership under this Section shall
     be from and limited to the assets of the  Partnership  and no Partner shall
     have any personal  liability on account thereof.  The General Partner shall
     have the  right to bill the  Partnership  for,  or  otherwise  request  the
     Partnership  to pay,  at any time and from time to time  after the  General
     Partner has become obligated to make payment therefor,  any and all amounts
     for which the  General  Partner  believes  in good faith that such  General
     Partner is entitled to indemnification  under this Section. The Partnership
     shall pay any and all such  bills and honor any and all such  requests  for
     payment  within 60 days  after  such bill or  request  is  received  by the
     General Partner.  If a final  determination is made that the Partnership is
     not so  obligated  in  respect  of any  amount  paid  by it to the  General
     Partner,  the General  Partner  shall refund such amount within 180 days of
     such final determination.

                                      -5-

<PAGE>

          (b) The Partnership shall indemnify,  to the extent of the Partnership
     assets,  each  Limited  Partner  against any claims of  liability  asserted
     against a Limited  Partner  solely  because it is a Limited  Partner in the
     Partnership.

     Section 9.4 Limited Liability of Limited Partners. No Limited Partner shall
be liable for the debts, liabilities,  contracts or any other obligations of the
Partnership.  Except as otherwise  provided by  applicable  state law, a Limited
Partner shall be liable only to make its capital  contribution  and shall not be
required to lend any funds to the  Partnership  or, after the  original  capital
contribution  shall have been paid, to make any further  contributions in excess
of such original  capital  contribution to the  Partnership.  No General Partner
shall have any personal liability for the repayment of the capital  contribution
of any  Limited  Partner.  Except as  otherwise  provided in this  Agreement,  a
Limited  Partner  shall not take part in, or interfere  in any manner with,  the
conduct or control of the business of the Partnership and shall have no right or
authority to act for or bind the Partnership.

     Section 9.5 Power of Attorney.  Each Partner hereby irrevocably  designates
and  appoints  the  General  Partner  and any  successor,  with  full  power  of
substitution, the partner's true and lawful attorney-in-fact and agent with full
power  and  authority  in its  name,  place  and  stead  to  make,  execute  and
acknowledge, deliver, file and record in appropriate public offices:

          (a) Any Amended  Certificate  of Limited  Partnership  pursuant to the
     Act,  any  instrument  to amend such  Certificate  of  Limited  Partnership
     pursuant to the Act or any  successor  thereto,  and any other  document or
     instrument  deemed by any of them to be necessary or appropriate,  or which
     is  required  to  establish  or  maintain  the  Partnership  as  a  limited
     partnership under the laws of the State of Colorado;

          (b) All other  instruments  and other  documents as may be required by
     law or  appropriate  to the  conduct of the  Partnership's  business in the
     exercise by the General Partner of its authority under this Agreement;

          (c) Any  documents  or  instruments  which a General  Partner may deem
     appropriate  to: (i) evidence the dissolution or accomplish the termination
     of the  Partnership in accordance with this  Agreement,  including  without
     limitation,  deeds or instruments of conveyance; and (ii) any instrument to
     revoke the Certificate of Limited Partnership;

          (d) Any amendment to this Agreement of Limited Partnership.

     It is expressly  agreed by each of the Partners that the foregoing power of
attorney is and shall be deemed to be coupled with an interest and shall survive
the death of a Partner  or the  assignment  of his  Partnership  interest.  Each
Limited  Partner shall execute such  instruments as the General Partner may deem
appropriate to give evidence of the granting of the foregoing power of attorney,
whether by executing a separate counterpart thereof or otherwise.

                                      -6-

<PAGE>

                                   ARTICLE X
                        DEATH OR WITHDRAWAL OF A PARTNER

     Section  10.1  Withdrawal  of a General  Partner.  If the  General  Partner
withdraws,  becomes  bankrupt or is dissolved,  the  Partnership  shall dissolve
unless there is another General Partner of this Partnership at that time and the
business of the Partnership is continued by that remaining  General Partner.  If
no General  Partner  remains,  the  Partnership  shall  thereafter  conduct only
activities  necessary  to wind up its affairs  unless,  within  ninety (90) days
after one of the listed events,  all the remaining  Partners elect in writing to
continue the Partnership.  If an election to continue the Partnership is made by
all the remaining Partners, then:

          (a) If there is no  remaining  General  Partner,  a successor  General
     Partner shall be selected.

          (b) The Partnership shall continue until the end of the term for which
     it is formed,  or until the  subsequent  death,  withdrawal,  incapacity or
     bankruptcy of the General  Partner,  in which event all remaining  Partners
     shall again elect whether they wish to continue the Partnership operations.

          (c) The incapacitated,  withdrawn,  or bankrupt General Partner or the
     successor in interest of the deceased or dissolved  General  Partner  shall
     become a Limited  Partner  with the same  share of profits or losses of the
     Partnership  as before the event and shall have all the rights of a Limited
     Partner.

          (d) All  necessary  steps shall be taken to amend the  Certificate  of
     Limited Partnership.

     For purposes of this Section,  an individual  General  Partner (if there be
one) shall be deemed to be  incapacitated if he or she is disabled and unable to
take  an  active  part  in the  management  of the  Partnership  business  for a
continuous period of at least six (6) months.

     Section  10.2 Death of a Limited  Partner.  The death of a Limited  Partner
shall not dissolve the  Partnership.  If a Limited  Partner  dies,  the personal
representative  or other  successor in interest of the deceased  Limited Partner
shall have all the rights and privileges of a Limited Partner.

                                   ARTICLE XI
                       TRANSFER OF A PARTNERSHIP INTEREST

         Section 11.1 Transfer of Limited Partner's Interest. Except as provided
elsewhere  in this  Agreement,  no  assignee  of the whole or any  portion  of a
Limited  Partner's  interest in the  Partnership who is not already a Partner in
the Partnership shall have the right to become a substituted  Limited Partner in
place of the assignor unless:

                                      -7-

<PAGE>

          (a) The assignor  shall  designate such intention in the instrument of
     assignment;

          (b) The  written  consent  of the  General  Partner  and each  Limited
     Partner,  in each of its sole  discretion,  to such  substitution  shall be
     obtained, which consent may be withheld for any reason;

          (c) The  instrument  of  assignment  shall be in a form and  substance
     satisfactory to the General Partner;

          (d)  The  assignor  and  assignee  named  therein  shall  execute  and
     acknowledge such other instrument or instruments as the General Partner may
     deem necessary or desirable to effectuate such admission, including but not
     limited to an appropriate power of attorney;

          (e) The assignee shall accept, adopt and approve in writing all of the
     terms and provisions of this Agreement as the same may have been amended;

          (f)  Such  assignee  shall  pay or,  at the  election  of the  General
     Partner,  obligate  himself to pay all reasonable  expenses  connected with
     such admission; and

          (g) By such transfer,  the assignor does not violate the  registration
     provisions of the Securities Act of 1933, as amended,  or the qualification
     provisions  of the  Colorado  Securities  Act  or  other  applicable  state
     securities laws.

     Section 11.2 Further  Restrictions on Transfers.  No Partner shall make any
transfer or assignment of all or any part of its interest in this Partnership if
said transfer or assignment  would,  when  considered  with all other  transfers
during the same  applicable  twelve-month  period,  cause a termination  of this
Partnership for Federal or applicable state income tax purposes.

     Section 11.3  Additional  Restrictions.  THE LIMITED  PARTNERSHIP  INTEREST
REPRESENTED  BY THIS AGREEMENT HAS NOT BEEN  REGISTERED  WITH THE SECURITIES AND
EXCHANGE  COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED
UNDER ANY STATE SECURITIES LAW. SUCH INTEREST MAY NOT BE OFFERED FOR SALE, SOLD,
DELIVERED AFTER SALE, TRANSFERRED,  PLEDGED OR HYPOTHECATED TO ANY PERSON IN THE
ABSENCE OF AN OPINION OF COUNSEL  SATISFACTORY  TO THE GENERAL PARTNER THAT SUCH
REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

     Section  11.4 Notice of Transfer to Internal  Revenue  Service.  Whenever a
transfer of a Partner's  interest  has been  effected  in  compliance  with this
Article XI, the  General  Partner  shall  promptly  report such  transfer to the
internal  Revenue  Service  if at the  time  of  the  transfer  the  Partnership
possessed " unrealized  receivables"  or  "substantially  appreciated  inventory
items, " as those terms are used in the Code.  Such  notification  shall include
the names of the transferror  and the transferee,  together with such additional
information  as may be required by law. Each Partner  agrees to promptly  advise
the Partnership of any proposed  transfers of interests in the Partnership,  and
to provide such  assistance to the General Partner as may be necessary to enable
it to give the notice required hereunder.

                                      -8-

<PAGE>
                                  ARTICLE XII
                 DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

     Section  12.1 Right to  Dissolve  the  Partnership.  Except as  provided in
Section  10. l, no  Partner  shall  have the right to cause  dissolution  of the
Partnership before the expiration of the term for which it is formed.

     Section  12.2  Winding,  Up the  Partnership.  In the  event  of a sale  or
disposition  of  substantially  all  of the  assets  of  the  Partnership,  or a
withdrawal of the sole remaining  General Partner and the remaining  partners do
not elect to continue  the  Partnership  pursuant to Article X, the  Partnership
shall immediately  commence to wind up its affairs.  The Partners shall continue
to share profits or losses during  liquidation in the same  proportion as before
dissolution. Nothing herein shall prohibit any partner from exercising the right
of redemption in any  foreclosure  action on partnership  assets,  provided that
such partner complies with the provisions of this Article XII. The proceeds from
liquidation of the Partnership assets shall be applied as follows:

          (a) Payment to creditors of the Partnership,  including  Partners,  in
     the order of priority provided by law.

          (b) Pro rata payment to the  Partners of the credit  balances in their
     respective capital accounts.

          (c) The balance,  if any,  shall be distributed to all Partners in the
     proportions  set forth in Sections  6.2 and/or 6.3,  as  applicable  at the
     time.

          (d) Such distributions may be made in kind and, if so, shall be valued
     at the fair market value thereof.

     Section 12.3 Gains or Losses in Process of Liquidation. Any gain or loss on
disposition  of Partnership  properties in the process of  liquidation  shall be
credited or charged to the Partners in the proportions set forth in Sections 6.2
and/or 6.3. as applicable at the time.  Any property  distributed in kind in the
liquidation shall be valued and treated as though the property were sold and the
cash proceeds were  distributed.  The  difference  between the value of property
distributed  in kind and its book  value  shall be  treated as a gain or loss on
sale of the  property  and shall be credited  or charged to the  Partners in the
proportions of their interest in profits as specified in Section 6.2 and/or 6.3,
as applicable at the time.

     Section 12.4 Waiver of Right to Decree of  Dissolution.  The parties hereby
agree that  irreparable  damage would be done to the goodwill and  reputation of
the  Partnership  if any Partner should bring an action in court to dissolve the
Partnership.  Care has been taken in this  Agreement  to provide a fair and just
payment in liquidation of the interest of all Partners.

                                       -9-

<PAGE>
 
Accordingly,  each party hereby  waives and  renounces his right to such a court
decree of  dissolution  or to seek the  appointment by the court of a liquidator
for the Partnership.

                                  ARTICLE III
                                   AMENDMENTS

     This  Partnership  Agreement may be amended by the General Partner in order
to clarify any ambiguity or in any other manner which will not effect a material
change in the rights of any Partner.  This Partnership  Agreement may be amended
in any other particular by a written  agreement  executed by the General Partner
and a majority in interest of the Limited Partners.

                                  ARTICLE XIV
                                    DISPUTES

     Any  disputes  hereunder  shall be  submitted  by the  parties  to  binding
arbitration  conducted  pursuant  to  the  rules  of  the  American  Arbitration
Association.

     IN WITNESS  WHEREOF the parties  hereto have  executed  this  Agreement  of
Limited Partnership the day and year first above written.

                                 GENERAL PARTNER:

                                 BISHOP CABLE COMMUNICATIONS, INC.
                              
                                 By:  /S/  ROBERT E. THRAILKILL
                                     -------------------------------------------
                                     ..........................., President

                                 LIMITED PARTNERS:

                                 POWERS GOLF
                                 
                                 By: /S/  MIKE ZAREMBA
                                     -------------------------------------------
                                 Name:  MIKE ZAREMBA
                                 Title:  Co-Manager

                                 By: /S/  SCOTT A. HART
                                     -------------------------------------------
                                 Name:  Scott A. Hart
                                  Title: Co-Manager

                                      -10-

<PAGE>

                                   EXHIBIT A
                        MAP OF POWERS BOULEVARD PROPERTY







                                      -11-

<PAGE>


                                   EXHIBIT B

                                LIMITED PARTNERS

         Name                        Address           Contribution
         ----                        -------           ------------

                                                   Undivided interest in the
                                                   Purchase Agreement for the
                                                   Powers Boulevard Property.

                                GENERAL PARTNERS
                                ----------------

         Name                        Address           Contribution
         ----                        -------           ------------

Bishop Cable                 716 College View Drive     Cash of $250,000.
Communications, Inc.         Riverton, WY 82501




                                      -12-





                                                                       Exhibit J





                         LIMITED PARTNERSHIP AGREEMENT

                                       OF

                                   Z-H, LTD.





<PAGE>


ARTICLE I
FORMATION OF LIMITED PARTNERSHIP;
NAME; PRINCIPAL PLACE OF BUSINESS ...................................    1

    Section 1.1     Formation .......................................    1
    Section 1.2     Name ............................................    1
    Section 1.3     Principal Place of Business .....................    1

ARTICLE II
PURPOSE OF THE PARTNERSHIP ..........................................    1

ARTICLE III
TERMS OF THE PARTNERSHIP ............................................    2

ARTICLE IV
ACCOUNTING FOR THE PARTNERSHIP ......................................    2

   Section 4.1     Annual Statements ................................    2
   Section 4.2     Access to Accounting Records .....................    2
   Section 4.3     Income Tax Information ...........................    2 

ARTICLE V
CAPITAL CONTRIBUTIONS ...............................................    2

   Section 5.1     Initial Capital Contributions ....................    2  
   Section 5.2     Additional Capital Contribution ..................    3
   Section 5.3     Loans ............................................    3
   Section 5.4     No Return of Capital Contribution ................    3

ARTICLE VI
PROFITS AND LOSSES ..................................................    3

   Section 6.1     Determination ....................................    3
   Section 6.2     Profits ..........................................    3
   Section 6.3     Losses ...........................................    4

ARTICLE VII
CAPITAL ACCOUNTS .....................................................   4

ARTICLE VIII
CASH FLOW ............................................................   4

   Section 8.1     Definition of Cash Flow ...........................   4
   Section 8.2     Distributions of Cash Flow ........................   4

                                      -i-

<PAGE>


ARTICLE 1X
ADMISTRATIVE PROVISIONS .............................................    4

    Section 9.1    Management and Tax Matters Partner ...............    4
    Section 9.2    Time Devoted By General Partner  .................    5
    Section 9.3    Compensation of General Partner ..................    5
    Section 9.4    Limitation on Liability of General Partner:
                   Indemnification ..................................    5
    Section 9.5    Limited Liability of Limited Partners ............    6
    Section 9.6    Power of Attorney ................................    6

ARTICLE X
DEATH OR WITHDRAWAL OF A PARTNER ....................................    7

    Section 10.1   Withdrawal of a General Partner ..................    7
    Section 10.2   Death of a Limited Partner .......................    8

ARTICLE XI
TRANSFER OF A PARTNERSHIP INTEREST ..................................    8

    Section 11.1   Transfer of Limited Partner's Interest ...........    8
    Section 11.2   Further Restrictions on Transfers ................    8
    Section 11.3   Additional Restrictions ..........................    9
    Section 11.4   Notice of Transfer to Internal Revenue Service ...    9

ARTICLE XII
DISSOLUTION AND TERMINATION OF THE PARINERSHIP .......................   9

    Section 12.1   Right to Dissolve the Partnership .................   9
    Section 12.2   Winding Up the Partnership ........................   9
    Section 12.3   Sale of Partnership Assets -
                   Right of First Refusal ............................   9
    Section 12.3   Gains or Losses in Process of Liquidation .........  10 
    Section 12.4   Waiver of Right to Decree of Dissolution ..........  1O

ARTICLE XIII
AMENDMENTS ...........................................................  10

ARTICLE XIV
DISPUTES .............................................................  10

EXHIBIT A

MAP OF POWERS BOULEVARD PROPERTY .....................................  12

EXHIBIT B

LIMITED PARTNERS .....................................................  13

                                      -ii-

<PAGE>


                         LIMITED PARTNERSHIP AGREEMENT
                         -----------------------------

                                   Z-H. LTD.
                                   ---------

     This Limited  Partnership  Agreement is executed  this 15th day of October,
1993, by and between Z-H, Inc. a Colorado corporation (the "General Partner") as
general  partner and the persons  executing this Agreement as Limited  Partners.
The General  Partner and Limited  Partners are  collectively  referred to as the
"Partners."

                                   ARTICLE I
                      FORMATION OF LIMITED PARTNERSHIP;
                       NAME; PRINCIPAL PLACE OF BUSINESS

     Section  1.1  Formation.  The  parties  hereby  form a limited  partnership
pursuant to the provisions of the Colorado  Uniform  Limited  Partnership Act of
1981  (the  "Act").  The  parties  shall  execute  and  cause to be  recorded  a
Certificate  of  Limited  Partnership  and any  additional  documents  as may be
necessary or appropriate to form a limited  partnership  pursuant to the laws of
the  State  of  Colorado.  The  Partnership  need  not  deliver  a  copy  of the
Certificate of Limited Partnership to any Partner.

     Section 1.2 Name. The Partnership shall operate under the name of Z-H, Ltd.


     Section 1.3 Principal Place of Business. The principal place of business of
the  Partnership  shall  be   at.......................   The  business  of  the
Partnership may also be conducted at such other or additional place or places as
may be designated by the General Partner.

                                   ARTICLE II
                           PURPOSE OF THE PARTNERSHIP

     The Partnership is one of two Colorado limited partnerships which are being
formed  pursuant to a certain  agreement  dated October 15, 1993,  between Metro
Capital  Corporation,  a Wyoming  corporation,  Scott Hart,  Michael Zaremba and
Powers Golf, L.L.C., a Colorado limited liability company (the "Agreement"), for
purposes of  acquiring  certain  real  property  located in the city of Colorado
Springs,  Colorado,  consisting  of  approximately  90 acres  located on or near
Powers  Boulevard,  as specifically  described in Exhibit A attached hereto (the
"Powers  Boulevard  Property").  This Partnership is being formed to acquire and
hold title to approximately 35 acres of the Powers Boulevard  Property (the "Z-H
Property") The Partnership will hold the Z-H Property for development~ as a golf
driving range,  miniature golf and batting range facility,  (the  "Facility") as
described in and in accordance with the Plan of Development



                                      -1-

<PAGE>

set forth in Schedule 1 hereto,  and  may sell,  hypothecate,  or otherwise deal
with the Z-H  Property,,  and may take such other actions as may be necessary or
appropriate  to  accomplish  such purposes  subject to the terms and  conditions
hereof.

     In the event the Facility is not completed  within two years after the date
upon which the  Partnership  acquires the Z-H Property,  and the Limited Partner
has  contributed to the Partnership the sum of $250,000 as provided in Article V
and Exhibit B hereof,  then there shall be a Special Allocation of $250,000 paid
tO the Limited Partner from the first funds available therefor, prior to payment
of any funds to the General  Partners (by  distribution,  fees or otherwise) and
the Partners shall retain their respective interests as set forth herein.

                                  ARTICLE III
                            TERMS OF THE PARTNERSHIP

     The  Partnership  shall commence as of the date the  Certificate of Limited
Partnership is filed in the office of the Colorado  Secretary of State and shall
continue until such date as all of the Metro Property is sold,  unless dissolved
earlier by operation of law or as provided in this Agreement.  In any event, the
Partnership shall terminate no later than December 31, 2020.

                                   ARTICLE IV
                         ACCOUNTING FOR THE PARTNERSHIP

     Section 4.1 Financial  Statements.  The General Partner shall cause monthly
financial  statements of the  operations of the  Partnership  to be prepared and
distributed  to each Limited  Partner.  Such  financial  statements  need not be
audited,  however,  upon the request of any Partner  such  financial  statements
shall be audited.

     Section 4.2 Access to Accounting  Records.  Any Limited  Partner shall have
reasonable  access to the accounting  records of the Partnership  during regular
business hours of the Partnership.

     Section 4.3 Income Tax  Information.  The General  Partner shall provide to
each Limited Partner information on the Partnership's taxable income or loss and
each item of  income,  gain,  loss,  deduction  or credit  that is  relevant  to
reporting  Partnership  income.  The information  shall also show each Partner's
distributive share of each item of income, gain, loss, deduction or credit. This
information  shall be  furnished to the Limited  Partners  within 75 days of the
close of the Partnership's taxable year.

                                   ARTICLE V
                             CAPITAL CONTRIBUTIONS

     Section   5.1  Initial   Capital   Contributions.   The   initial   capital
contributions  to the  Partnership  shall be made by the Partners in the amounts
shown on Exhibit "B" attached hereto and made a part hereof.  The Partners shall
not be required to make any additional capital  contributions to the Partnership
in excess of the amounts shown on Exhibit "B".

                                      -2-

<PAGE>

     Section  5.2  Additional  Capital  Contributions.  Any  additional  capital
required may be  contributed  by the parties pro rata in  accordance  with their
respective  interests in the Z-H  Partnership.  If any party  determines  not to
contribute such additional capital, the other party may at its option:

          (i) cause the sale of the  partnership  assets and the  winding up and
     dissolution of the partnership;

          (ii) purchase the partnership interest of the  non-contributing  party
     which interest shall be valued as hereinafter provided; or

          (iii) contribute the additional capital in excess of itS proportionate
     share on the terms hereinafter provided.

     The  non-contributing  party's  partnership  interest  shall be valued  for
purposes of  subparagraph  (ii) above by each party retaining at its own expense
an appraiser  qualified to value such  interest.  Each of the two  appraisers so
retained shall submit their appraisals and the value of the partnership interest
shall be the average of the two  appraisals,  i.e.,  one-half the sum of the two
appraisals.

     A party who contributes  additional  capital pursuant to subparagraph (iii)
above shall  receive  repayment of such  capital from the first funds  available
therefor,  prior to  payment of any funds  (whether  as  distributions,  fees or
otherwise) to the other party, together with interest thereon at five (5) points
above prime rate (as established by First interstate Bank of Denver, N.A.)

     Section 5.3 Loans.  The General  Partner is required tO obtain  $800.000 of
debt financing on behalf of the partnership and to provide all security required
therefor.  The General Partner is authorized to mortgage,  pledge or hypothecate
the assets of the  Partnership in connection with such  borrowings.  The General
Partner shall not incur additional debt without the prior written consent of the
Limited Partner.

     Section  5.4  No  Return  of  Capital  Contribution.  Except  as  otherwise
expressly  provided  herein,  no Partner  shall be  entitled  to a return of its
capital contribution.

                                   ARTICLE VI
                               PROFITS AND LOSSES

     Section 6.1  Determination.  All  profits or net losses of the  Partnership
shall be determined in accordance with generally accepted accounting  principles
consistently applied.

     Section 6.2 Profits. Subject tO the Special Allocation set forth in Article
II hereof,  the annual (?) net  profits  of the  Partnership,  if any,  shall be
allocated to the Partners as follows:

                                      -3-

<PAGE>


          (a) Eighty one percent to the General Partner; and

          (b) Nineteen  percent to the Limited  Partners in  proportion to their
     capital accounts.

     Section 6.3 Losses  Subject to the Special  Allocation set forth in Article
II hereof, the annual net losses of the Partnership,  if any, shall be allocated
in the proportions set forth in Section 6.2.

                                  ARTICLE VII
                                CAPITAL ACCOUNTS

     An individual  capital  account shall be maintained  for each Partner.  The
capital  interest of a Partner  shall  consist of the original  contribution  of
capital, if any, increased by (1) any additional  contributions to capital,  and
(2)  such  Partner's  share  of  Partnership   profits,  and  decreased  by  (1)
distributions to such  Partner in reduction of Partnership  capital and (2) such
Partners's share of Partnership losses.

                                  ARTICLE VIII
                                   CASH FLOW

     Section  8.1  Definition  of Cash  Flow.  Cash  flow  shall be the net cash
available to the Partnership, determined on a monthly basis after the payment of
(or reserve for the payment of) all accrued expenses of the Partnership.

     Section 8.2 Distributions of Cash Flow. At least once each calendar quarter
(and subject to conditions upon  distributions  which may be imposed by lenders)
the cash flow of the  Partnership,  if any, shall be distributed to the Partners
in the  proportions  set forth in Sections 6.2 and/or 6.3, as  applicable at the
time.

                                   ARTICLE IX
                           ADMINISTRATIVE PROVISIONS

     Section 9.1 Management and Tax Matters Partner.  All of the business of the
Partnership, including, but not limited to decisions on all tax elections, shall
be under the exclusive management of the General Partner. The development of the
Facility shall be  substantially  in accordance with the Plan of Development set
forth in Schedule 1 hereto.  The operations of the Partnership will be conducted
substantially  in accordance  with the Operating  Budget set forth in Schedule 2
hereto.  The Limited  Partners  shall not  participate  in the management of the
business of the partnership.  The General Partner,  or any other General Partner
subsequently selected,  shall be the Tax Matters Partner for purposes of Section
6231(a)(7) of the Code, and shall have all authority  granted by the Code to the
Tax Matters Partner,  including the authority,  without the consent of any other
Partner to do any and all of the following:

                                      -4-

<PAGE>


          (a)  Enter  into a  settlement  agreement  with the  Internal  Revenue
     Service which purports to bind Partners other than the Tax Matters Partner;

          (b) File a petition as  contemplated by Section 6226(a) or 6228 of the
     Code;

          (c) Intervene in any action as contemplated  in Section  6226(b)(5) of
     the Code;

          (d) File any request contemplated in Section 6227(b) of the Code; and

          (e) Enter into an agreement  extending  the period of  limitations  as
     contemplated in Section 6229(1)(b) of the Code.

     Section 9.2 Time Devoted By Genera]  Partner.  The parties  understand that
the General Partner and its management have other business activities which take
a portion of the respective total time devoted to business matters.  The General
Partner is required to devote to the  business of the  Partnership  the time and
attention  to develop and operate the Facility as set forth in Schedules 1 and 2
hereto.

     Section  9.3  Compensation  of  General  Partner.  For  management  of  the
development and operation of the Facility, the General Partner shall be paid six
percent (6%) of the gross  revenues,  if any, from the operation of the Facility
to commence  upon the  generation  of such  revenues.  There shall be no accrued
compensation.  Further,  such  compensation  is with respect to operation of the
Facility  and the  General  Partners  shall  not  receive  any  compensation  in
connection  with any other aspect of the business of the  Partnership  including
but not  limited to the sale or other  disposition  of  Partnership  property or
other assets.

     Section 9.4 Limitation on Liability of General Partner Indemnification.

          (a) The General  Partner  shall have no liability,  responsibility  or
     accountability  in  damages  or  otherwise  to  any  other  partner  or the
     Partnership for, and the Partnership agrees to indemnify,  pay, protect and
     hold harmless the General Partner (on the demand of and to the satisfaction
     of  the  General  Partner)  from  and  against  any  and  all  liabilities,
     obligations,   losses,  damages,  penalties,   actions,  judgments,  SuitS,
     proceedings,  costs,  expenses  and  disbursements  of any  kind or  nature
     whatsoever (including without limitation all costs and expenses of defense,
     appeal  and  settlement  of any  and all  suitS,  actions,  or  proceedings
     instituted against such General Partner or the Partnership and all costs of
     investigation in connection therewith) which may be imposed on, incurred by
     or asserted  against such  General  Partner or the  Partnership  in any way
     relating to or arising out of, or alleged to relate to or arise out of, any
     action or  inaction on the part of the  Partnership  or on the part of such
     General Partner; provided the General Partner shall be liable,  responsible
     and  accountable,  and the  Partnership  shall not be liable to the General
     Partner, for any portion of such liabilities, obligations, losses, damages,
     penalties,  actions,  judgments,  suits,  proceedings,  costs,  expenses or
     disbursements   resulting  from  the  General   Partner's  own  negligence,
     misconduct  or other breach of  fiduciary  duty to the  Partnership  or any
     Partner.  If any action,  suit or proceeding shall be pending or threatened
     against the Partnership or the General Partner  relating to or arising,  or
     alleged  to relate  to arise,  out of any such  action or  non-action,  the
     General Partner shall have the right to employ, at the expense of the

                                      -5-


<PAGE>


     Partnership,  separate  counsel  of the  General  Partner's  choice in such
     action,  to represent the General  Partner in such suit or proceeding.  The
     satisfaction of the obligations of the Partnership under this Section shall
     be from and limited to the assets of the  Partnership  and no Partner shall
     have any personal  liability on account thereof.  The General Partner shall
     have the  right to bill the  Partnership  for,  or  otherwise  request  the
     Partnership  to pay,  at any time and from time to time  after the  General
     Partner has become obligated to make payment therefor,  any and all amounts
     for which the  General  Partner  believes  in good faith that such  General
     Partner is entitled to indemnification  under this Section. The Partnership
     shall pay any and all such  bills and honor any and all such  requests  for
     payment  within 60 days  after  such bill or  request  is  received  by the
     General Partner.  If a final  determination is made that the Partnership is
     not so  obligated  in  respect  of any  amount  paid  by it to the  General
     Partner,  the General  Partner  shall refund such amount within 180 days of
     such final determination.

          (b) The Partnership shall indemnify,  to the extent of the Partnership
     assets,  each  Limited  Partner  against any claims of  liability  asserted
     against a Limited  Partner  solely  because it is a Limited  Partner in the
     Partnership.

     Section 9.5 Limited Liability of Limited Partners. No Limited Partner shall
be liable for the debts, liabilities,  contracts or any other obligations of the
Partnership.  Except as otherwise  provided by  applicable  state law, a Limited
Partner shall be liable only to make its capital  contribution  and shall not be
required to lend any funds tO the  Partnership  or, after the  original  capital
contribution  shall have been paid, to make any further  contributions in excess
of such original  capital  contribution to the  Partnership.  No General Partner
shall have any personal liability for the repayment of the capital  contribution
of any  Limited  Partner.  Except as  otherwise  provided in this  Agreement,  a
Limited  Partner  shall not take part in, or interfere  in any manner with,  the
conduct or control of the business of the Partnership and shall have no right or
authority tO act for or bind the Partnership.

     Section 9.6 Power of Attorney.  Each Partner hereby irrevocably  designates
and  appoints  the  General  Partner  and any  successor,  with  full  power  of
substitution, the partner's true and lawful attorney-in-fact and agent with full
power  and  authority  in its  name,  place  and  stead  to  make,  execute  and
acknowledge, deliver, file and record in appropriate public offices:

          (a) Any Amended  Certificate  of Limited  Partnership  pursuant to the
     Act,  any  instrument  to amend such  Certificate  of  Limited  Partnership
     pursuant to the Act or any  successor  thereto,  and any other  document or
     instrument  deemed by any of them to be necessary or appropriate,  or which
     is  required  to  establish  or  maintain  the  Partnership  as  a  limited
     partnership under the laws of the State of Colorado;

          (b) All other  instruments  and other  documents as may be required by
     law or  appropriate  to the  conduct of the  Partnership's  business in the
     exercise by the General Partner of its authority under this Agreement;

                                      -6-

<PAGE>

          (c) Any  documents  or  instruments  which a General  Partner may deem
     appropriate  to: (i) evidence the dissolution or accomplish the termination
     of the Partnership in accordance with this  Agreement,  including,  without
     limitation,  deeds or instruments of conveyance; and (ii) any instrument to
     revoke the Certificate of Limited Partnership;

          (d) Any amendment to this Agreement of Limited Partnership.

     It is expressly  agreed by each of the Partners that the foregoing power of
attorney is and shall be deemed to be coupled with an interest and shall survive
the death of a Partner  or the  assignment  of his  Partnership  interest.  Each
Limited  Partner shall execute such  instruments as the General Partner may deem
appropriate to give evidence of the granting of the foregoing power of attorney,
whether by executing a separate counterpart thereof or otherwise.

                                   ARTICLE X
                        DEATH OR WITHDRAWAL OF A PARTNER

     Section  10.1  Withdrawal  of a General  Partner.  If the  Genera]  Partner
withdraws,  becomes  bankrupt or is dissolved,  the  Partnership  shall dissolve
unless there is another General Partner of this Partnership at that time and the
business of the Partnership is continued by that remaining  General Partner.  If
no General  Partner  remains,  the  Partnership  shall  thereafter  conduct only
activities  necessary  to wind up its affairs  unless,  within  ninety (90) days
after one of the listed events,  all the remaining  Partners elect in writing to
continue the Partnership.  If an election to continue the Partnership is made by
all the remaining Partners, then:

          (a) If there is no  remaining  General  Partner,  a successor  General
     Partner shall be selected.

          (b) The Partnership shall continue until the end of the term for which
     it is formed,  or until the  subsequent  death,  withdrawal,  incapacity or
     bankruptcy of the General  Partner,  in which event all remaining  Partners
     shall again elect whether they wish to continue the Partnership operations.

          (c) The incapacitated,  withdrawn,  or bankrupt General Partner or the
     successor in interest of the deceased or dissolved  General  Partner  shall
     become a Limited  Partner  with the same  share of profits or losses of the
     Partnership  as before the event and shall have all the rights of a Limited
     Partner.

          (d) All  necessary  steps shall be taken to amend the  Certificate  of
     Limited Partnership.

     For purposes of this Section,  an individual  General  Partner (if there be
one) shall be deemed to be  incapacitated if he or she is disabled and unable to
take  an  active  part  in the  management  of the  Partnership  business  for a
continuous period of at least six (6) months.

                                      -7-

<PAGE>


     Section  10.2 Death of a Limited  Partner.  The death of a Limited  Partner
shall not dissolve the  Partnership.  If a Limited  Partner  dies,  the personal
representative  or other  successor in interest of the deceased  Limited Partner
shall have all the rights and privileges of a Limited Partner.

                                   ARTICLE XI
                       TRANSFER OF A PARTNERSHIP INTEREST

     Section 11.1  Transfer of Limited  Partner's  Interest.  Except as provided
elsewhere  in this  Agreement,  no  assignee  of the whole or any  portion  of a
Limited  Partner's  interest in the  Partnership who is not already a Partner in
the Partnership shall have the right to become a substituted  Limited Partner in
place of the assignor unless:

          (a) The assignor  shall  designate such intention in the instrument of
     assignment;

          (b) The  written  consent  of the  General  Partner  and each  Limited
     Partner,  in each of its sole  discretion,  to such  substitution  shall be
     obtained, which consent may be withheld for any reason;

          (c) The  instrument  of  assignment  shall be in a form and  substance
     satisfactory to the General Partner;

          (d)  The  assignor  and  assignee  named  therein  shall  execute  and
     acknowledge such other instrument or instruments as the General Partner may
     deem necessary or desirable to effectuate such admission, including but not
     limited to an appropriate power of attorney;

          (e) The assignee shall accept, adopt and approve in writing all of the
     terms and provisions of this Agreement as the same may have been amended;

          (f)  Such  assignee  shall  pay or,  at the  election  of the  General
     Partner,  obligate  himself to pay all reasonable  expenses  connected with
     such admission; and

          (g) By such transfer,  the assignor does not violate the  registration
     provisions of the Securities Act of 1933, as amended,  or the qualification
     provisions  of the  Colorado  Securities  Act  or  other  applicable  state
     securities laws.

     Section 11.2 Further  Restrictions on Transfers.  No Partner shall make any
transfer or assignment of all or any part of its interest in this Partnership if
said transfer or assignment  would,  when  considered  with all other  transfers
during the same  applicable  twelve-month  period,  cause a termination  of this
Partnership for Federal or applicable state income tax purposes.

                                      -8-

<PAGE>


     Section 11.3  Additional  Restrictions.  THE LIMITED  PARTNERSHIP  INTEREST
REPRESENTED  BY THIS AGREEMENT HAS NOT BEEN  REGISTERED  WITH THE SECURITIES AND
EXCHANGE  COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR QUALIFIED
UNDER ANY STATE SECURITIES LAW. SUCH INTEREST MAY NOT BE OFFERED FOR SALE, SOLD,
DELIVERED AFTER SALE, TRANSFERRED,  PLEDGED OR HYPOTHECATED TO ANY PERSON IN THE
ABSENCE OF AN OPINION OF COUNSEL  SATISFACTORY  TO THE GENERAL PARTNER THAT SUCH
REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

     Section  11.4 Notice of Transfer to Internal  Revenue  Service.  Whenever a
transfer of a Partner's  interest  has been  effected  in  compliance  with this
Article XI, the  General  Partner  shall  promptly  report such  transfer to the
internal  Revenue  Service  if at the  time  of  the  transfer  the  Partnership
possessed  "unrealized  receivables"  or  "substantially  appreciated  inventory
items, " as those terms are used in the Code.  Such  notification  shall include
the names of the transferror and  the transferee,  together with such additional
information  as may be required by law. Each Partner  agrees to promptly  advise
the Partnership of any proposed  transfers of interests in the Partnership,  and
to provide such  assistance to the General Partner as may be necessary to enable
it to give the notice required hereunder.

                                  ARTICLE XII
                 DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

     Section  12.1 Right to  Dissolve  the  Partnership.  Except as  provided in
Section  10.1,  no  Partner  shall  have the right to cause  dissolution  of the
Partnership before the expiration of the term for which it is formed.

     Section  12.2  Winding  Up the  Partnership.  In  the  event  of a sale  or
disposition  of  substantially  all  of the  assets  of  the  Partnership,  or a
withdrawal of the sole remaining  General Partner and the remaining  partners do
not elect to continue  the  Partnership  pursuant to Article X, the  Partnership
shall immediately  commence to wind up its affairs.  The Partners shall continue
to share profits or losses during  liquidation in the same  proportion as before
dissolution. Nothing herein shall prohibit any partner form exercising the right
of redemption in any  foreclosure  action on partnership  assets,  provided that
such partner complies with the provisions of this Article XII. The proceeds from
liquidation of the Partnership assets shall be applied as follows:

          (a) Payment to creditors of the Partnership,  including  Partners,  in
     the order of priority provided by law.

          (b) Pro rata payment to the  Partners of the credit  balances in their
     respective capital accounts.

          (c) The balance.  if any,  shall be distributed to all Partners in the
     proportions  set forth in Sections  6.2 and/or 6.3.  as  applicable  at the
     time.

                                      -9-

<PAGE>


          (d) Such distributions may be made in kind and, if so, shall be valued
     at the fair market value thereof.

     Section  12.3  Sale of  Partnership  Assets - Right of First  Refusal.  The
Partnership  will not offer for sale,  sell or otherwise  dispose of any part of
its assets including any part of the Z-H property and the Facility,  when and if
completed,  located  thereon,  without first offering the Limited  Partner for a
period of at least  thirty  (30) days the right of first  refusal to accept such
offer, or to meet the terms acceptable to a bona fide third party.

     Section 12.4 Gains or Losses in Process of Liquidation. Any gain or loss on
disposition  of Partnership  properties in the process of  liquidation  shall be
credited or charged to the Partners in the proportions set forth in Sections 6.2
and/or 6.3, as applicable at the time.  Any property  distributed in kind in the
liquidation shall be valued and treated as though the property were sold and the
cash proceeds were  distributed.  The  difference  between the value of property
distributed  in kind and its book  value  shall be  treated as a gain or loss on
sale of the  property  and shall be credited  or charged to the  Partners in the
proportions of their interest in profits as specified in Section 6.2 and/or 6.3,
as applicable at the time.

     Section 12.5 Waiver of Right to Decree of  Dissolution.  The panics  hereby
agree that  irreparable  damage would be done to the goodwill and  reputation of
the  Partnership  if any Partner should bring an action in court to dissolve the
Partnership.  Care has been taken in this  Agreement  to provide a fair and just
payment in liquidation of the interest of all Partners.  Accordingly, each party
hereby waives and renounces his right to such a court decree of  dissolution  or
to seek the appointment by the court of a liquidator for the Partnership.

                                  ARTICLE XIII
                                   AMENDMENTS

     This  Partnership  Agreement may be amended by the General Partner in order
to clarify any ambiguity or in any other manner which will not effect a material
change in the rights of any Partner.  This Partnership  Agreement may be amended
in any other particular by a written  agreement  executed by the General Partner
and a majority in interest of the Limited Partners.

                                  ARTICLE XIV
                                    DISPUTES

     Any  disputes  hereunder  shall be  submitted  by the  parties  to  binding
arbitration  conducted  pursuant  to  the  rules  of  the  American  Arbitration
Association.

                                      -10-

<PAGE>

         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement of
Limited Partnership the day and year first above written.

                                          GENERAL PARTNER:

                                          POWERS GOLF L.L.C.

                                          By: /s/  MIKE ZAREMBA
                                              ----------------------------------
                                                                , President

                                          LIMITED PARTNERS: 

                                          BISHOP CABLE COMMUNICATIONS, INC.

                                          By:  /S/  ROBERT E. THRAILKILL
                                              ----------------------------------

                                          Name:  Robert E. Thrailkill
                                               
                                          Title: President
                                                


                                      -11-

<PAGE>

                                   EXHIBIT A
                        MAP OF POWERS BOULEVARD PROPERTY

                                      -12-

<PAGE>


                                   EXHIBIT B

                                LIMITED PARTNERS

     Name                          Address                    Contribution
     ----                          -------                    ------------

  Bishop Cable               716 College View Drive       1.  Cash of $100,000.
 Communications, Inc.        Riverton, WY 82501           2.  Commitment to
                                                          contribute  $250,000
                                                          upon the Partnership
                                                          obtaining debt
                                                          financing in the
                                                          amount of $800,000 as
                                                          set forth in Section
                                                          5.3 hereof.


                                GENERAL PARTNERS
                                ----------------

     Name                          Address                  Contribution
     ----                          -------                  ------------

                                                    1.  $100,000

                                                    2.  All required security
                                                    for partnership debt.

                                                    3.  Know-how relating to the
                                                    development and operation of
                                                    the Facility.

                                                    4.  Undivided interest in
                                                    Purchase Agreement for
                                                    Powers Boulevard Property.

                                      -13-


                                                                       Exhibit K


                                   AGREEMENT
                                       OF
                           BRIDGER CREEK PARTNERSHIP

     THIS AGREEMENT OF TAX  PARTNERSHIP  (the  "Agreement")  is made and entered
into by and among Mr. and Mrs.  William N. Spratt  (collectively  "Spratt")  and
Metro Cable Corporation,  a Colorado  corporation,  ("Metro").  Metro and Spratt
hereinafter occasionally referred to collectively as the "Participants."

                                  I. FORMATION

     1. Tax  Partnership.  The  parties  hereto  have  agreed  to  form,  and by
executing  this  Agreement  hereby  enter  into,  a tax  partnership  (the  "Tax
Partnership"). Nothing contained in this Agreement shall be deemed to constitute
either  Participant,  the partner of the other or,  except as  otherwise  herein
expressly   provided,   to  constitute  either   Participant,   agent  or  legal
representative  of the other or to create  any  fiduciary  relationship  between
them. It is not the intention of the Participants to create,  and this Agreement
shall not be  interpreted  or  construed  to  create,  any  commercial  or other
partnership, other than the Tax Partnership.  Neither Participant shall have any
authority to act for or to assume any obligation or  responsibility on behalf of
the other  Participant,  except as  otherwise  expressly  provided  herein.  The
rights,  duties,  obligations,  and  liabilities  of the  Participants  shall be
several and not joint or collective.  Each Participant shall be responsible only
for its  obligations as herein set out and shall be liable only for its share of
the costs and expenses as provided for herein. Each Participant shall indemnify,
defend  and hold  harmless  the  other  Participant,  its  directors,  officers,
employees,  agents and  attorneys  from and against any and all losses,  claims,
damages  and  liabilities  arising  out  of or  resulting  from  any  act or any
assumption of liability by the indemnifying Participant or any of its directors,
officers, employees, agents or attorneys done or undertaking, or apparently done
or  undertaking,  on behalf of the other  participant,  except  pursuant  to the
authority expressly granted herein or as otherwise agreed in writing between the
Participants.

     2. Name. The name of the Tax Partnership is Bridger Creek Partnership.

     3. Place of Business and Agent for Service of Process.  The principal place
of business of the Tax  Partnership  and its  registered  office in the State of
Wyoming  shall be located at 716 College View Drive,  Riverton,  Wyoming  82501;
provided,  however,  that Metro may change the address of the principal place of
business  by notice in writing to Spratt.  The name of its  registered  agent at
that address shall be Robert Thrailkill.



                                                      4863658 page 1 of 10 pages


<PAGE>

     4.  Tax  Partnership  Election.  The  parties  hereto  agree  to form a tax
partnership  with a specific  election to be treated  under  Subchapter K of the
Internal  Revenue Code of 1986,  as amended (the  "Code").  Metro shall file all
documents necessary for the specific election under Subchapter K.

     5. Term. The Tax Partnership shall commence its existence and business upon
execution  of this  Agreement by Metro and Spratt and shall  continue  until the
first of the following events occurs:  dissolution by mutual  agreement;  or the
bankruptcy, death or dissolution of either Participant.

     6. Purpose.  The business and purpose of the Tax  Partnership  is to manage
the Royalty Interests (as hereinafter defined).

                    II. TAX PARTNERSHIP INTEREST AND CAPITAL

     1. Capital Contribution of Participants. The capital of the Tax Partnership
shall  be  contributed  by  the  Participants.  Metro  and  Spratt  each  hereby
contribute all of their respective right,  title and interest in and to a 0.525%
royalty on oil and gas production from all formations in the Madden Deep Unit as
it  presently  exists and  certain  lands  outside  said  Madden  Deep Unit more
particularly  described on Schedule A (which Schedule  includes a description of
the  Royalty  Interests)  and  Schedule  B (which  Schedule  includes  a plat of
T37-39N,  R89-91W and a description of the land holdings within said Madden Deep
Unit and certain  lands  outside  said Madden Deep Unit),  which  Schedules  are
attached  hereto  and by  this  reference  incorporated  herein  (which  royalty
interests are  hereinafter  referred to as the "Royalty  Interests").  Metro and
Spratt shall execute any and all further deeds,  assignments,  division order or
other  documents  necessary to make such  contribution.  In addition,  Metro and
Spratt shall make further contributions necessary to conduct the business of the
Tax Partnership,  although both Metro and Spratt expect that income generated by
the  Royalty  Interests  will be  sufficient  to  conduct  the  business  of the
Partnership.

     2.  Capital  Accounts.  A Capital  Account  shall be  established  for each
Participant on the books and records of the Tax  Partnership  which shall be the
amount of the Participant's Capital Contributions plus or minus, as appropriate,
such Participant's  share of the income or loss of the Tax Partnership and minus
cash or other  distributions  made by the Tax Partnership.  Such opening capital
contributions  shall  be  valued  as  set  forth  in  Paragraph  VI.1.d.   Other
adjustments  may be made to the  Capital  Accounts to reflect  special  items or
circumstances  in  accordance  with good tax  accounting  principles or Treasury
Regulations  promulgated under the applicable  provisions of Subchapter K of the
Code, including without limitation Section 704(b).

                                      -2-

                                                 Fremont County Wyo. No. 1123083
                                                                        Recorded
                                            Dec 31 1990   Book 422      Page 332
                                                     2:00 o'clock pm. Alma Nicol
                                                                    County Clerk

                                                       486368 PAGE 2 OF 10 PAGES
<PAGE>

                                III. MANAGEMENT

     1.  Manager.  Subject  to the  provisions  of  Section  III.2 and except as
otherwise expressly stated elsewhere in this Agreement, Metro shall have control
over the business of the Tax  Partnership  and be Manager,  and in  consultation
with Spratt shall have authority to manage the operations and affairs of the Tax
Partnership  and to  make  all  decisions  regarding  the  business  of the  Tax
Partnership  taking into  consideration  the tax  consequences  to both parties.
Without limiting the generality of the foregoing, such powers include the right:

          a. To manage and operate the Tax Partnership property;

          b. To employ from time to time, at the expense of the Tax Partnership,
Persons required for the operation of the Tax Partnership's  business,  to enter
into  agreements  and  contracts  with such  Persons  on such terms and for such
compensation as the Manager  determines to be reasonable,  and to give receipts,
releases and  discharges  with respect to all of the  foregoing  and any matters
incident thereto as the Manager may deem advisable or appropriate.

          c.  To  maintain,  at the  expense  of the Tax  Partnership,  adequate
records  and  accounts  of all  operations  and  expenditures  and  furnish  the
Participants  with  annual  statements  of account as of the end of each  fiscal
year,  together  with all tax  reporting  information  required by the  Internal
Revenue Service;

          d. To  execute  any and all  division  orders,  and  other  contracts,
agreements,  documents,  certificates and other  instruments as are necessary or
convenient with respect to the business of the Tax Partnership;

     3. To file tax  returns  and to make such  elections  under the Code as the
Manager shall deem desirable;

     2.  Limitations  on the  Manager's  Authority.  The Manager  shall not have
authority to:

          a. Do any act in contravention of this Agreement;

          b. Do any act which would make it  impossible to carry on the ordinary
business of the Tax Partnership or be detrimental to either Participant;

          c. Confess a judgment against the Tax Partnership;

          d. Charge the Tax Partnership  for its own general and  administrative
expenses;

                                      -3-

                                                       486368 PAGE 3 OF 10 PAGES
<PAGE>


          e.  Assign  the  rights of the Tax  Partnership  for other  than a Tax
Partnership purpose;

          f. Sell or encumber any portion of the Royalty  Interests  without the
prior consent of the other Participants.

     3. Tax  Controversies.  Metro is hereby designated as the Tax Partnership's
"Tax Matters  Partner"  pursuant to the Code, and, to the extent  authorized and
permitted  under  applicable  law, Metro is authorized and required to represent
the Tax Partnership and each Partner in connection with all  examinations of the
Tax   Partnership's   affairs   by   tax    authorities,   including   resulting
administrative and judicial proceedings, and to expend Tax Partnership funds for
professional services and costs connected therewith.  Spratt agrees to cooperate
with  Metro  and to do or  refrain  from  doing  any and all  things  reasonably
required by Metro to conduct such proceedings. Metro agrees to keep Spratt fully
informed to consult with Spratt on any tax controversies.

     4.  Election  of  Substitute  Manager  and Tax  Matters  Partner.  If Metro
disposes  of  more  than  50%  of its  interest  in the  Partnership,  then  the
Participants shall elect by vote of a majority interest of the Tax Partnership a
Substitute Manager, which person shall also become Tax Matters Partner.

     5. Indemnification of Manager. The Tax Partnership shall indemnify and hold
harmless the Manager and its officers,  directors  and employees  from any loss,
liability or damage incurred or suffered by any such Person by reason of any act
performed or omitted to be performed  by it in  connection  with the business of
the Tax Partnership, including attorneys' fees incurred by it in connection with
the  defense  of any claim or action  based on any such act or  omission,  which
attorneys' fees may be paid as incurred, except to the extent indemnification is
prohibited by law; and  provided,  that any such  indemnification  shall only be
from the assets of the Tax Partnership.  Any indemnification  required herein to
be made by the Tax  Partnership  shall be made promptly  following the fixing of
the loss,  liability or damage  incurred or suffered by a final  judgment of any
court,  settlement,  contract  or  otherwise.  The  Manager  and  its  officers,
directors and employees (a) shall be entitled to the foregoing  indemnification;
and (b) shall not be liable to the Tax  Partnership  for any loss,  liability or
damage suffered or incurred by the Tax Partnership,  directly or indirectly,  in
connection with its activities;  provided,  however, that no Person whose action
or omission to act caused the loss, liability or damage incurred or suffered may
receive  indemnification  or avoid  liability  by virtue of this  Section  III.5
unless such Person  determined  in good faith that such course of conduct was in
the best  interests of the Tax  Partnership,  and such course of conduct did not
constitute fraud, negligence or misconduct.

                                      -4-

                                                       486368 PAGE 4 OF 10 PAGES

<PAGE>

                           IV. RIGHTS OF PARTICIPANTS

     1. Any Participant and their designated  representatives  shall have access
to all books and records of the Tax Partnership during normal business hours and
may  inspect  and,  upon  payment of a  reasonable  charge,  copy such books and
records.

                  V. ACCOUNTING RECORDS, REPORTS AND MEETINGS

     1. Books of Accounts and Records.  The Tax Partnership's  books and records
shall be maintained at the principal  place of business of the Tax  Partnership.
The  books  and  records  shall  be kept in  accordance  with  sound  accounting
practices and principles  applied in a consistent  manner by the Tax Partnership
and shall  reflect all  transactions  and be  appropriate  and  adequate for the
business of the Tax Partnership.

     2.  Financial  Statements  and  Reports.  The  Manager  shall  provide  the
following reports and financial statements to the other Participants:

          a. Tax Information.  Within 75 days after the end of each fiscal year,
such  information  with  respect to the Tax  Partnership  as is  required by the
Internal  Revenue Service to be supplied to the  Participants for preparation of
their Federal income tax returns.

          b. Other  Reports.  Such other reports to be sent to the  Participants
from time to time as the Manager may deem  advisable it being the intention that
all Participants will be kept fully informed.

     3. Bank Accounts.  Tax Partnership monies shall be deposited in the name of
the Tax Partnership in one or more banks or savings and loan  associations to be
designated  by the Manager and shall be withdrawn  on the  signature of the duly
authorized officers, employees or agents of the Manager.

                       VI. ALLOCATIONS AND DISTRIBUTIONS

     1. Allocations.

          a.  General  Allocation.  The  profits,  gains  and  losses of the Tax
Partnership,  and each item of gain, loss, deduction or credit entering into the
computation  thereof,  shall be  determined in  accordance  with the  accounting
methods followed for federal


                                      -5-

                                                       486368 PAGE 5 OF 10 PAGES

<PAGE>


income  tax  purposes  and  otherwise  in  accordance  with  generally  accepted
accounting principles and procedures as follows:

               (i)  Until  such  time as Metro has  received  distribution  from
partnership   of  an  amount  equal  to  $1,050,000   plus   interest   adjusted
semi-annually  at the  prime  commercial  lending  rate  published  by the First
Interstate Bank of Denver, N.A.,  compounded on a semi-annual basis,  commencing
on the effective date of the Partnership:

                    (1) Metro shall be  allocated  100% of the first  $40,000 of
annual net income  (hereinafter  defined)  which shall be  cumulative of the Tax
Partnership,  80% of the annual net income  thereafter,  and shall be liable for
80% of the expenses and allocated 80% of the net losses of the Tax  Partnership;
and

                    (2) Spratt shall receive 20% of the annual net income of the
Tax  Partnership  after payment to Metro of its special  allocation of the first
$40,000 of net income and shall be liable for 20% of the expenses and  allocated
20% of the net losses of the Tax Partnership;

               (ii) After the time that Metro has  received  an amount  equal to
$1,050,000 plus interest adjusted  semi-annually at the prime commercial lending
rate published by the First  Interstate  Bank of Denver,  N.A.,  compounded on a
semi-annual basis, commencing on the effective date of the Partnership;

                    (1) Metro  shall  receive 60% of the net income and shall be
allocated 60% of the net income of the Tax Partnership,  and shall be liable for
60% of the  expenses  and shall be  allocated  60% of any net  losses of the Tax
Partnership; and

                    (2) Spratt shall  receive 40% of the net income and shall be
allocated 40% of the income of the Tax Partnership,  and shall be liable for 40%
of the  expenses  and  shall  be  allocated  40% of any  net  losses  of the Tax
Partnership.

          b. Defined of Annual Net Income.  The term annual net income,  as used
herein shall mean the income earned from the Royalty Interests,  and any and all
other  sources of income of the Tax  Partnership  minus all  expenses of the Tax
Partnership   except   depletion  which  will  be  directly   allocated  to  the
Participants in accordance with applicable  Regulations,  computed annually on a
calendar year basis through the use of generally accepted accounting practice on
a consistent cash or accrual basis as selected by the Manager.

                                      -6-

                                                       486368 PAGE 6 OF 10 PAGES

<PAGE>

          c.  Notwithstanding the general  allocations  described above, the Tax
Partnership shall make the following special allocations:

               (i) Provisional Allocation.  In the event that any amount claimed
by the Tax Partnership to constitute a deductible expense in any tax year of the
Tax Partnership is treated as a payment made to a Participant in his capacity as
a member of the Tax Partnership for income tax purposes, income and gains of the
Tax  Partnership  for such year shall first be  allocated to such payment and no
deductions and losses of the Tax Partnership shall be allocated thereto.

               (ii) Special  Allocations.  The Tax  Partnership may make special
allocations  of items of Tax  Partnership  income  and gain in  accordance  with
Treasury Regulation under Code Sections 704(b) and 704(c), or if any Participant
otherwise has a deficit balance in his Capital Account,  in an amount and manner
sufficient  to  eliminate  any  deficit  balances in their  Capital  Accounts as
quickly as possible after the deficit  balance in their Capital Account or other
imbalance  is  created.  Any  special  allocations  of items of  income  or gain
pursuant  to this  Section  VI.1.c  shall be taken  into  account  in  computing
subsequent  allocations  pursuant to this  Article VI, so that the net amount of
any  items so  allocated  and all  other  items  allocated  to each  Participant
pursuant to this Article VI shall, to the extent  possible,  be equal to the net
amount  that would have been  allocated  to each such  Partner  pursuant  to the
provisions of this Article VI if such  unexpected  adjustments,  allocations  or
distributions had not occurred.

          d. Contributed Property.  Notwithstanding the foregoing, in accordance
with Section 704(c) of the Code, income,  gain, loss,  deductions,  amortization
and depletion with respect to property  contributed to the Tax  Partnership by a
Participant  shall be shared among the Participants so as to take account of the
variation  between the basis of the property to the Tax  Partnership and it fair
market value at the time of the contribution.  The agreed upon fair market value
for Spratt is  $262,500  and  Spratt's  adjusted  tax basis is $-0-.  Therefore,
Spratt's pre-contribution gain under Section 704(c) is $262,500. The agreed upon
fair market value for Metro and its tax basis are both $1,050,000.

     2. Distributions. All cash in excess of the reasonably anticipated needs of
the Tax  Partnership(as  such may be  determined  in the sole  discretion of the
Manger) shall be distributed to the  Participants in accordance with the General
Allocations set forth in Section VI.1.a, above, as from time to time adjusted.

                                      -7-

                                                       486363 PAGE 7 OF 10 PAGES

<PAGE>

                          VII. ASSIGNMENT OF INTEREST

     1.  Assignment.  The interest of the  Participants  shall be  assignable in
whole or in part only with the prior written  approval of the other  Participant
which approval will not be unreasonably withheld.

                       VIII. DISSOLUTION AND LIQUIDATION

     1. Agreement.  Upon the expiration of the term of the Tax Partnership,  the
Tax Partnership shall be dissolved and accounts shall be settled as set forth in
Section 2, below To the extent  that any  Partner  has a deficit  balance in his
Capital  Account upon such  dissolution  and  liquidation  and after any special
allocations are made in accordance with Section VI.1c. hereof, such Partner will
within 90 days pay the amount of such deficit  balance in his Capital Account to
the Tax Partnership to increase his Capital Account to zero.

     2. Settling Accounts. In settling accounts after liquidation, the assets of
the Tax Partnership shall be applied in the following order of priority:

          a. payment,  or adequate provision for payment,  of the liabilities of
the Tax Partnership to creditors (including Participants who are creditors);

          b. payment of all expenses of the liquidation;

          c. the  establishment of such reserves for contingencies as are deemed
necessary by the Manager (or special liquidator);

          d. payment of the remaining assets to the Participants,  pro rata, who
have positive Capital Accounts in an amount based upon the respective amounts of
their Capital Accounts.  Distribution of Tax Partnership  property shall be made
in  kind  to the  maximum  extent  possible.  If  Tax  Partnership  property  is
distributed  in kind, the fair market value of such property shall be determined
and the Capital Accounts of the Participants adjusted as if such Tax Partnership
property  had been sold for its fair  market  value.  Upon  distribution  of Tax
Partnership property in kind, each Partner's Capital Account, as adjusted, shall
be debited to reflect the fair market value of such property; and

          e. Any additional  distributions  shall be made in accordance with the
Participant's  respective  interests  in the net  income of the Tax  Partnership
determined in accordance with Article VI, Section 1.a.

                                      -8-

                                                       486368 PAGE 8 OF 10 PAGES
<PAGE>

                                IX MISCELLANEOUS

     1.  Notices.  Any  notice,  payment,  demand or  communication  required or
permitted to be given by any provision of this Agreement shall be deemed to have
been  sufficiently  given or served for all purposes of delivered  personally to
the party or to an officer of the party to whom the same is  directed or if sent
by  registered  or  certified  mail,  postage and charges  prepaid  addressed as
follows:

If to Metro:

       Metro Cable Corporation
       716 College View Drive
       Riverton, Wyoming 82501

If to Spratt:

       Mr. and Mrs. William N. Spratt
       Lost Cabin Route
       Lysite, Wyoming 82642

     Any such  notice  shall be deemed to be given on the date on which the same
was  deposited in a regularly  maintained  receptacle  for the deposit of United
States mail, addressed and sent as aforesaid.

     2.  Application  of Wyoming Law.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Wyoming,  without  giving
effect to the provisions of conflict of laws thereof.

     3. Execution in Counterparts.  This Agreement may be executed in any number
of counterparts with the same effect as if all parties hereto had all signed the
same document. All counterparts shall be construed together and shall constitute
one agreement.

     4.  Assignability.  Each and all of the  covenants,  terms,  provisions and
agreements  herein  contained  shall be binding upon and inure to the benefit of
the heirs, successors and permitted assigns of the respective parties hereto.

     5. Interpretation.  As used herein, the masculine includes the feminine and
the neuter and singular includes the plural.

     6. Captions.  Paragraph,  titles or captions in no way define, limit extend
or describe the scope of this Agreement nor the intent of any of its provisions.

                                      -9-
                                                       486368 PAGE 9 OF 10 PAGES

<PAGE>

     7. Adjustment of Basis.  Participants may, but are not obligated to, elect,
pursuant  to  Internal  Revenue  Code  Section  754,  to adjust the basis of Tax
Partnership  property  under the  circumstances  and in the manner  provided  in
Internal  Revenue Code Sections 734 and 743. The Manager shall,  in the event of
such an election, take all necessary steps to effect the election.

     8.   Integrated   Agreement.   This   Agreement   constitutes   the  entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof.

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement this 31st
day of December, 1990.


                                        ----------------------------------------
                                        William N. Spratt by
                                        Thomas Jay Spratt his Attorney in fact
                                        Robert Asa Spratt his Attorney in fact


                                        ----------------------------------------
                                        Patricia A. Spratt by
                                        Thomas Jay Spratt her Attorney in fact
                                        Robert Asa Spratt her Attorney in fact


                                        METRO CABLE CORPORATION, a Colorado
                                        corporation


                                        BY:  /S/  ROBERT E. THRAILKILL
                                            ------------------------------------
                                        Robert E. Thrailkill, President


Subscribed  and sworn  before me this 31st day of December  1990,  by Thomas Jay
Spratt and Robert Asa  Spratt,  attorneys  in fact,  for  William N.  Spratt and
Patricia A. Spratt.


/S/  NATALIE L. HARRIS
- ----------------------------------
Notary
My commission expires:  12/7/92


Subscribed  and sworn  before me this 31st day of December,  1990,  by Robert E.
Thrailkill.

/S/  NATALIE L. HARRIS
- ----------------------------------
Notary
My commission expires:  12/7/92

                                      -10-
                                                      486368 PAGE 10 OF 10 PAGES







                                                                    ATTACHMENT L

                         Subsidiaries of the Registrant


                                           State or other Jurisdiciton
                                               of Incorporation or
        Name                                      Organization
        ----                               ---------------------------

Bridger Creek Partnership                           Wyoming

Bishop Powers, Ltd.                                 Colorado




<TABLE> <S> <C>



<ARTICLE> 5
       
<S>                                          <C>                     <C>
<PERIOD-TYPE>                               9-MOS                     YEAR
<FISCAL-YEAR-END>                          MAR-31-1997             MAR-31-1996
<PERIOD-END>                               DEC-31-1996             MAR-31-1996
<CASH>                                          33,425                  66,770
<SECURITIES>                                   641,133                 844,734
<RECEIVABLES>                                   45,716                  88,758
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                               727,774               1,018,222
<PP&E>                                         317,165                 314,707
<DEPRECIATION>                                 117,264                 111,045
<TOTAL-ASSETS>                               2,026,428               2,305,207
<CURRENT-LIABILITIES>                          245,696                 103,541
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                         8,854                   8,854
<OTHER-SE>                                   1,771,878               2,192,812
<TOTAL-LIABILITY-AND-EQUITY>                 2,026,428               2,305,207
<SALES>                                         48,497                  69,931
<TOTAL-REVENUES>                                48,497                  69,931
<CGS>                                           14,142                  19,192
<TOTAL-COSTS>                                  497,614                 883,824
<OTHER-EXPENSES>                                29,746                  56,351
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                               8,551                     830
<INCOME-PRETAX>                              (404,223)               (118,025)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                                  0               (118,025)
<DISCONTINUED>                                       0                (25,850)
<EXTRAORDINARY>                                      0                       0          
<CHANGES>                                            0                       0
<NET-INCOME>                                 (404,223)               (143,875)
<EPS-PRIMARY>                                    (.46)                   (.17)
<EPS-DILUTED>                                    (.46)                   (.17)
        


</TABLE>


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