**Exhibit
      10.46**





**RETAILER
      PRODUCT SALES AGREEMENT (RPSA)**


**(Shell
      Brand)**





THIS
      AGREEMENT is between Bowlin Travel Centers, Inc. (”Buyer") whose address is 150
      Louisiana Blvd, Albuquerque, NM 87108 and Arizona Fuel Distributors, LLC
      ("Seller") whose address is P.O. Box 63634 Phoenix, AZ 85082.




1. **DEFINITIONS.** As used
      in this Agreement, the terms below have the following meanings, whether singular
      or plural:




(a) “Business
      Entity” - Any legal entity that is not an individual or sole proprietorship,
      including, without limitation, a partnership, corporation, limited liability
      company, limited liability partnership, or association.





(b) “Buyer’s
      Marketing Premises” - Buyer’s premises, including, but not limited to, Buyer’s
      office and storage, and distribution facilities that Buyer uses in connection
      with the Products.





(c) “Buyer’s
      Outlets” - Those retail outlets, including marinas and truck stops, operated or
      supplied by Buyer and which Seller has authorized Buyer to display the
      Identifications in connection with the resale of the Products to
      consumers.





(d) “Identifications”
      - The trademarks, trade dress, service marks, and color schemes relating to
      the
      Shell brand licensed to Buyer by Seller under the terms of this Agreement for
      use by Buyer and Buyer’s Outlets in connection with the marketing and sale of
      the Products.





(e) “Law”
-
      Any applicable statute, constitution, ordinance, regulation, rule,
      administrative order, or other requirement of any federal, state, or local
      government agency or authority in effect at the time of execution, or during
      the
      term, of this Agreement.





(f) “Plant”
-
      The distributing plant from which deliveries of Petroleum Products are made
      to
      Buyer.





(g) “PMPA”
-
      The Petroleum Marketing Practices Act as may be amended from time to time (15
      U.S.C. §2801 et seq.).





(h) “Products”
      - The gasoline and diesel fuel sold to Buyer by Seller for resale under the
      Identifications.





**2.** **PURCHASE
      AND SALE OF PRODUCTS.**





(a) Subject
      to Articles 18 and 19, Seller shall sell and deliver to Buyer, and Buyer shall
      purchase and accept from Seller, the minimum quantities of Products identified
      in Exhibit A during each month and year during the term of this Agreement
      (“Minimum Quantities”). Buyer acknowledges that the Minimum Quantities are
      necessary and reasonable for, among other reasons, Seller to plan its supply
      operations and, as such, are of material and reasonable significance to the
      franchise relationship. Buyer also acknowledges that Seller has established
      minimum volume levels for gasoline (“Base Volume”) to be resold through Buyer’s
      Outlets for its customers in order to retain a Wholesale Marketer Agreement.
      Accordingly, in no event may Buyer’s Minimum Quantities be less than the
      following Base Volume:





If
      the
      Minimum Quantities are less than the minimum Base Volume, the Minimum Quantities
      are deemed amended to be the same as the minimum Base Volume; and the Maximum
      Quantities will be proportionately increased. If Buyer fails to purchase this
      minimum Base Volume, Seller may take such action as Seller deems appropriate,
      including, without limitation, terminating or not renewing this
      Agreement.








(b) Seller
      may, but will not be obligated to, sell Buyer more than the “Maximum Quantities”
identified in Exhibit A. Seller’s exercise of its right to do so will not
      obligate Seller to continue to sell Buyer such excess quantities.





(c) To
      the
      extent practicable, Buyer shall take delivery of all Products on a ratable
      basis.





(d) If
      Buyer
      fails to purchase and accept the Minimum Quantities in any 12-month period,
      Seller may unilaterally downward adjust the Minimum/Maximum Quantities each
      succeeding 12-month period by the difference between the annual Minimum
      Quantities and the amount actually purchased for that 12-month period. In
      addition, Buyer may request that Seller downward adjust Buyer’s Minimum/Maximum
      Quantities if the need for the downward adjustment is due to a reason beyond
      Buyer’s reasonable control. If Seller agrees that the reason is beyond Buyer’s
      reasonable control, Seller shall downward adjust the Minimum/Maximum Quantities
      each succeeding 12-month period by the difference between the annual Minimum
      Quantities and the amount actually purchased for that 12-month period. Likewise,
      if Buyer purchases more than the Minimum Quantities, Buyer may request that
      Seller upward adjust Buyer’s Minimum/Maximum Quantities. If Seller agrees, the
      Minimum/Maximum Quantities will be upward adjusted for each succeeding 12-month
      period.





(e) If
      the
      term of this Agreement commences at any time after January 1st of any year
      during the term of this Agreement, Buyer must purchase and accept the Minimum
      Quantities during the remaining months of that 12-month period, but Seller's
      rights and remedies set forth in Articles 2(a) and (d) above will not commence
      until the next full 12-month period.





(f) If
      Buyer
      terminates this Agreement prior to the expiration of its term or if Seller
      terminates this Agreement for cause in accordance with the PMPA or applicable
      Law, Seller will be entitled to all remedies available at Law or in equity.
      Notwithstanding the foregoing, if Buyer terminates this Agreement and Buyer’s
      Outlets remain branded under the Identifications, Seller may waive its remedies
      pursuant to this article.





**3.** **PRICES
      AND TERMS OF PAYMENT.**





(a) PRICES:
      For Gasoline and Diesel Fuel: Seller’s price to retailer in effect at time of
      delivery.





(b) TERMS
      OF
      PAYMENT:  Gasoline
      and Diesel Fuel terms are net seven days EFT subject to credit
      approval.





(c) Seller
      may charge Buyer interest, at a reasonable lawful rate per annum, on all overdue
      sums owed to Seller. Further, if Buyer fails to make timely payment of any
      amount due Seller, in addition to all other rights or remedies available, Seller
      may take such action as Seller deems reasonable under the circumstances. Without
      limiting the generality of the foregoing, Seller may setoff or equitably recoup
      against any amount then due Buyer, defer further deliveries of the Products
      until payment of all outstanding indebtedness is made, and demand advance cash
      payment for further deliveries. Buyer shall comply with the terms of any
      commercially acceptable reclamation notice issued to Buyer by Seller under
      applicable Law.





**4.** **TERM.** The term
      of this Agreement is ten years subject to the Seller’s right to terminate or not
      renew this Agreement in accordance with applicable law. Upon expiration, this
      Agreement will continue on a month-to-month basis until the parties execute
      a
      new agreement or Seller terminates or does not renew this Agreement in
      accordance with applicable law. The term begins on the date of the first
      delivery of Shell gasoline.




5. **PERMISSION
      TO USE THE IDENTIFICATIONS**




(a) Seller
      grants to Buyer permission to use the Identifications only in connection with
      the resale of the Products and so long as Buyer complies with the terms of
      this
      Agreement. Buyer acknowledges that the Identifications are a valuable and
      important property right and are essential to the goodwill and reputation of
      the
      Products. Buyer further acknowledges Seller’s interest in the Identifications
      and Buyer shall not claim any right to or title or interest
      thereto.





(b) Buyer
      must obtain Seller’s prior written authorization to use and display, or permit
      the use and display of, the Identifications at any retail outlet.





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(c) Buyer
      shall follow all rules, regulations, standards, and guidelines Seller
      establishes from time to time relating to the use and display of the
      Identifications in connection with the resale of the Products.





**6.** **PRODUCT
      STEWARDSHIP AND QUALITY.** Pursuant
      to Seller’s permission to grant Buyer use of the Identifications, Buyer shall
      comply with the following requirements relating to the marketing, storage,
      and
      resale of the Products.





(a) Buyer
      shall not resell, nor may any operator of Buyer’s Outlets resell, gasoline at
      Buyer’s Outlets other than the gasoline purchased by Buyer from Seller to be
      resold under the Identifications pursuant to the terms of this
      Agreement.





(b) The
      quality of the Products must be strictly maintained and not adulterated,
      commingled, or blended with any other products or substances in any
      manner.





(c) All
      Products must be clearly identified, correctly labeled, and resold under their
      proper Identifications and grades.





(d) All
      signs
      and other advertising devices or materials furnished by Seller to Buyer will
      remain Seller's property, must be used solely in connection with the resale
      of
      the Products, and must be returned to Seller immediately upon demand at Buyer's
      expense.





(e) Buyer
      shall obtain Seller's prior written approval before using, or permitting the
      use
      of, any promotional materials or advertising that bear any of the
      Identifications.





**7.** **BRAND
      IDENTIFICATION AND MINIMUM STANDARDS.** Buyer
      acknowledges that the Identifications represent to the motoring public the
      manufacture and sale of quality Products. Buyer shall undertake no action of
      any
      kind that may harm or degrade the Identifications. Buyer further acknowledges
      that uniform standards of quality and appearance must be maintained at all
      retail outlets displaying the Identifications in order to properly market and
      sell the Products, preserve and promote the reputation of Seller, and achieve
      public acceptance of the Products. Accordingly, Buyer shall comply with, and
      cause the operators of Buyer’s Outlets to comply with, all standards of
      operation and appearance established from time to time by Seller, including,
      without limitation, the following minimum obligations; provided, however, the
      means and the manner of performance are within the sole discretion of
      Buyer:





(a) Buyer
      shall comply with the Retail Visual Identity Design Standards and Conversion
      guidelines (“Image Guidelines”) as may be amended by Seller or Shell from time
      to time. If Seller or Shell amends the Image Guidelines, Seller shall provide
      Buyer written notice.





(b) Buyer
      acknowledges receipt of, or has been informed on how to access through the
      online website of Seller and/or SHELL, the brand standards pertaining to
      Seller’s and SHELL’S operations, appearance, and cleanliness requirements
      (“Brand Standards”). At all times during the term of this Agreement, Buyer shall
      maintain, and cause the operators of Buyer’s Outlets to maintain, Buyer’s
      Outlets in accordance with the Brand Standards, as may be amended by Seller
      or
      SHELL from time to time. If Seller or SHELL amends the Brand Standards, Seller
      shall provide Buyer notice. If any Buyer’s Outlet fails to meet the Brand
      Standards, Buyer shall de-identify the Buyer’s Outlet upon notice from Seller in
      accordance with Article 23.





(c) The
      Products must be diligently and efficiently merchandised and promoted at Buyer’s
      Outlets.





(d) The
      operations at Buyer’s Outlets must be conducted in a professional and
      business-like manner and the public must be provided with prompt, courteous,
      and
      efficient service.





(e) Buyer
      shall promptly and courteously respond to any customer complaints (including
      written responses when appropriate) and take immediate action to satisfactorily
      resolve each customer complaint.





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(f) In
      order
      to operate Buyer’s Outlets in an organized and efficient manner, adequate and
      competent personnel who are able to converse in English with Seller, customers,
      government officials, and other persons, considering both the volume and nature
      of the business activity, must be maintained at Buyer’s Outlets.




(g) The
      operators and employees at Buyer’s Outlets shall wear neat, clean uniforms of a
      type and style approved by Seller; provided, however, for uniforms with Buyer
      logos, such approval will not be unreasonably withheld.





(h) All
      service work at Buyer’s Outlets must be performed in a workmanlike manner
      utilizing only first-class new materials and parts except when the customer
      specifically authorizes rebuilt or used materials or parts.





(i) Buyer’s
      Outlets must be kept in a clean, sanitary, and safe condition and all property
      and equipment kept in good operating condition and repair. The driveways,
      sidewalks, and other landscaped areas must be kept in a neat and orderly
      appearance free from weeds, debris, snow, ice, and rubbish.





(j) Buyer’s
      Outlets may not be used for any unlawful, offensive, hazardous, unsightly,
      or
      other objectionable purpose, including, but not limited to, the sale or display
      of materials with dominant themes of sex, nudity, prurient interest, or
      pornography, which are unacceptable under local community standards. Merchandise
      or paraphernalia that is morally offensive or distasteful to the general public
      may not be displayed or offered for sale at Buyer’s Outlets.





(k) Buyer’s
      Outlets must be kept clear of vehicles, other mobile equipment, and obstructions
      that restrict traffic flow, endanger customer safety, or detract from
      appearance. Buyer’s Outlets may not be used to sell, lease, or store motor
      vehicles, trailers, boats, or other mobile equipment, without Seller’s prior
      written consent.





(l) Buyer’s
      Outlets must be operated in a secure manner so that criminal activity is
      adequately deterred from occurring there and so that all persons at Buyer’s
      Outlets are adequately protected from injury, harm, or loss. Buyer has complete
      control over and the sole responsibility for security at Buyer’s
      Outlets.





**8.** **SELLER’S
      MARKETING RIGHTS.** SHELL or
      Seller may, from time to time: (a) add, change, or modify the grade, Product
      brand name, delivery package, or other distinctive designation of any Product;
      (b) change or modify the formulations and specifications of any Product; and
      (c)
      upon 30 days’ prior notice, discontinue at any time the sale of any Product in
      which event the parties will be relieved of any further obligation with respect
      to that Product.





**9.** **SALES
      AND MARKETING OBLIGATIONS.**





(a) Buyer
      shall use its reasonable efforts to develop and actively promote the sales
      of
      Products. Nothing in this Agreement grants Buyer an exclusive territory to
      market and resell the Products. Seller reserves the right to market and sell,
      and authorize others to market and sell, the Products in any manner Seller
      chooses, including, without limitation, through its own retail outlets or
      through designated wholesalers or other buyers.





(b) Buyer
      shall keep all Buyer’s Outlets supplied on a timely basis with sufficient
      volumes and quantities of Products to meet the needs and demands of all Buyer’s
      Outlets and their customers. Buyer shall maintain a sufficient amount of all
      grades of Seller’s branded gasoline and, if applicable, branded diesel fuel at
      Buyer’s Outlets.





(c) Buyer
      shall not sell, deliver, or otherwise supply the Products to retail outlets
      Seller has not authorized, in writing, Buyer to supply. Further, Buyer shall
      not
      supply the Products to any reseller or retailer who Buyer knows or has reason
      to
      know will resell the Products under trademarks or brand names other than those
      of Seller.




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  10.**TRAINING.**


(a) Buyer
      shall attend and shall cause all the managers or operators of Buyer’s Outlets to
      attend a minimum of 2 days (16 hours) of Shell approved training courses or
      courses deemed appropriate by Shell for each year of the term of this Agreement,
      as and if required by Shell. The training will be conducted at a training
      facility designated by Seller.





(b) Buyers
      without previous automobile service station, motor fuel dispensing station,
      or
      convenience store experience shall attend the appropriate initial new Buyer
      training class and shall cause all the operators of Buyer's Outlets without
      such
      previous experience to attend the appropriate initial new Buyer training class.
      The training will be conducted at a training facility designated by
      Seller.





(c) Upon
      Seller’s request, Buyer shall provide proof of training for Buyer, Buyer’s
      managers, and the operators of Buyer’s Outlets. Buyer shall have available and
      utilize training equipment, materials, and programs made available by Seller
      from time to time for training purposes.





(d) Buyer
      shall distribute Seller’s communications relating to training and Seller’s
      training materials within 90 days after receipt to Buyer’s employees and the
      operators and employees of Buyer’s Outlets.




11.**DELIVERIES.**




(a) POINT
      OF
      DELIVERY: 2631 Johnson Rd., Benson, AZ 85602




(b) Title
      and
      risk of loss passes to Buyer when Products pass from Seller's delivery line
      into
      the receiving connection of Buyer's tank unless otherwise agreed to by
      Seller.




12.**TRANSACTION
      CARDS.**




(a) As
      long
      as Seller elects to accept specified credit cards, credit identifications,
      debit
      cards, pre-paid cards, or other transaction authorization cards (collectively
      “Transaction Cards”) in the state in which Buyer’s Outlets are located, Buyer
      shall accept all Transaction Cards identified in Seller’s Transaction Card guide
      (“Guide”) for the purchase of authorized products and services. Buyer shall
      account for and process, and cause the operators of Buyer’s Outlets to account
      for and process, all such transactions in strict compliance with the terms
      set
      forth in the Guide, as may be amended by Seller from time to time. If Seller
      amends the Guide, Seller shall provide Buyer with notice. Seller may assess
      Buyer a Transaction Card processing fee for providing such
      services.




(b) Seller
      shall accept from Buyer all transactions generated as a result of purchases
      made
      with authorized Transaction Cards and processed in accordance with the terms
      in
      the Guide. At Seller’s option, Seller shall pay the amount of the transactions
      to Buyer, after deducting any processing fee in effect under Seller’s then
      current Guide, by: (1) setting off the amount against Buyer’s account with
      Seller; (2) a credit to Buyer’s bank account by EFT.




(c) For
      each
      transaction not authorized, disputed by a customer, or otherwise subject to
      chargeback under the Guide, Seller may either charge the amount to Buyer’s
      account or require Buyer to make immediate refund to Seller, including refund
      by
      draft or EFT initiated by Seller, without any deduction for any processing
      fee.




(d) In
      order
      to provide efficient service to the motoring public, Buyer shall comply with
      Seller’s software and hardware standards, established from time to time by
      Seller, relating to Electronic Point of Sale (“EPOS”) systems, including, but
      not limited to, Seller approved compatible hardware, customer activated
      terminals, integrated and non-integrated EPOS systems, and other requirements
      necessary to electronically accept and process the Transaction Cards at all
      times during the term of this Agreement. Buyer shall upgrade the EPOS system
      with any new release of the software within 9 months after notice from
      Seller.


5


(e) Buyer
      shall execute any applicable Seller agreement relating to the use or access
      of
      the EPOS system. In addition, if Seller loans or leases any imprinter, EPOS
      terminal, or other related equipment to Buyer in connection with acceptance
      of
      the Transaction Cards, Buyer shall: (1) comply with the terms of the Guide;
      (2)
      execute any applicable Seller agreement relating to the use of such equipment;
      and (3) reimburse Seller for any charges relating to the use of such equipment
      (whether third party or internal) incurred by Seller.




(f) Without
      limiting any rights or remedies available to Seller, if Buyer fails to comply
      with this article or the Guide, Seller may limit or terminate Buyer’s or the
      operator’s right to participate in Seller’s program for Transaction Cards;
      provided, however, if the failure is technical or immaterial, in Seller’s sole
      discretion, Seller may provide Buyer or the operator of Buyer’s Outlet, as the
      case may be, 30 days to correct such failure. Further, Seller may terminate
      its
      Transaction Card program at any time upon notice to Buyer.





**13.** **INSPECTION
      AND AUDIT.** Buyer
      grants Seller, its agents, and representatives the right to enter the Buyer’s
      Marketing Premises and Buyer’s Outlets at all reasonable times to inspect the
      facilities, procedures, and materials being used in connection with the purchase
      and sale of the Products, to obtain samples of and conduct tests on the
      Products, to inspect the books and records pertaining to the purchase and sale
      of the Products, and to audit, observe, and otherwise verify Buyer’s compliance
      with this Agreement.





**14.** **TAXES.** Buyer
      shall pay all federal, state, and local taxes, excises, duties, license fees,
      inspection fees, and other assessments and charges of any kind and nature,
      now
      or hereafter levied, (“Taxes”) assessed by any governmental authority, relating
      to the importation, manufacture, sale, purchase, transportation, storage,
      resale, or use of the Products insofar as the same is not expressly included
      in
      the price for the Products. If Buyer pays directly any Tax normally remitted
      by
      Seller, Seller may require proof of payment of such charges from Buyer and
      may
      require Buyer to provide a bond or other form of security necessary to protect
      Seller against loss arising from nonpayment. Buyer shall furnish Seller with
      satisfactory tax exemption certificates where an exemption is
      claimed.





**15.** **WARRANTY
      AND DISCLAIMER. SELLER WARRANTS THAT ALL PRODUCTS SOLD TO BUYER WILL MEET THE
      THEN-CURRENT SPECIFICATIONS OF SHELL. SELLER MAKES NO OTHER WARRANTIES OF ANY
      KIND AS TO THE PRODUCTS SOLD TO BUYER, EITHER EXPRESS OR IMPLIED, INCLUDING,
      BUT
      NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
      PARTICULAR PURPOSE.**




**16.**
            **CLAIMS.**




(a) Seller
      will not be liable to Buyer for any defect in quality or shortage in quantity
      of
      the Products unless: (1) Buyer gives Seller notice within 2 business days after
      delivery for shortages and within 4 business days after delivery for quality
      defects (or 4 business days after discovery if the defect is latent) and (2)
      Buyer provides Seller with a reasonable opportunity to inspect, take samples,
      and test the Products that are the subject of the claim.





(b) Except
      as
      set forth in Article 20 or claims relating to indebtedness, or as otherwise
      specified in this Agreement the parties will not be liable to each other for
      any
      other claim arising out of this Agreement unless the claimant provides the
      other
      party with written notice of the claim (setting forth fully the facts on which
      the claim is based) within 180 days after the date on which the claim
      arose.





**17.**
            **COMPLIANCE
                WITH LAWS.**





(a) Buyer
      shall comply with all Laws, licenses, and permits relating to its business
      and,
      as applicable, the receipt, handling, storage, dispensing, packaging,
      transportation, labeling, advertising, and sale of the Products at Buyer’s
      Outlets.





(b) Without
      limiting the generality of the foregoing, Buyer shall comply with all Laws
      relating to unleaded gasoline, oxygenated gasoline, reformulated gasoline,
      Reid
      vapor pressure, fuel additives, and diesel fuel as specified in Exhibit D,
      which
      Seller may amend from time to time upon written notice to Buyer. Further, if
      Buyer or any operator of Buyer’s Outlets owns or operates any UST systems (as
      defined in applicable Laws), Buyer shall comply, and cause the operator to
      comply, with all applicable Laws governing UST systems, including but not
      limited to financial responsibility requirements through mechanisms provided
      for
      in such Laws such as guarantees, surety bonds, and insurance. Buyer shall also
      comply with Retailer Inventory Control Program (Exhibit D-1).





6


1 **8.** **EXCUSES
      FOR NON-PERFORMANCE.** Both
      parties will be excused from their obligations under this Agreement (except
      for
      financial obligations) to the extent that performance is delayed or prevented
      by
      the following matters: circumstances reasonably beyond the parties’ control
      including, but not limited to, flood, ice storm, snowstorm, or earthquake;
      fire
      or explosion; delay or loss of transportation or delivery equipment; mechanical
      breakdown; strikes or other labor trouble, plant shutdown, riots, or other
      civil
      disturbances; or voluntary or involuntary compliance with any Law or request
      of
      any governmental authority.





**19.** **ALLOCATION** .
      If
      Seller, for any reason, does not have sufficient supplies of the Products to
      supply its customers, then during any period of short supply Seller may restrict
      deliveries of the Products to Buyer without liability and may allocate Seller’s
      supply of the Products among its customers and classes of customers which in
      Seller’s judgment is fair and reasonable under the circumstances. After
      cessation of any period
      of
      short supply, Buyer and Seller shall promptly resume deliveries and receipts
      of
      the Products but shall not be obligated to make up any deliveries or receipts
      not made because of such period of short supply.





**20.**
            **INDEMNITY.**




(a)  
        TO THE EXTENT PERMITTED BY LAW, BUYER SHALL INDEMNIFY ANDDEFEND
        SELLER, ITS MEMBERS, SUBSIDIARIES, AFFILIATES AND JOINTVENTURE
        PARTNERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS,EMPLOYEES,
        AND AGENTS (“INDEMNIFIED
        PARTIES”) AGAINST ALL CLAIMS,DEMANDS,
        CAUSES OF ACTION, SUITS, DAMAGES, JUDGMENTS, LIENS,PENALTIES,
        AND EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’FEES
        AND
        LITIGATION COSTS, WHETHER INCURRED FOR AN INDEMNIFIEDPARTY’S
        PRIMARY DEFENSE OR FOR ENFORCEMENT OF ITS INDEMNIFICATIONRIGHTS
        (COLLECTIVELY, “CLAIM”), INCLUDING, WITHOUT LIMITATION, ANYCLAIM
        FOR
        HARM, INJURY, OR DEATH TO ANY PERSON, OR DAMAGE TOPROPERTY
        OR TO THE ENVIRONMENT ARISING OUT OF OR IN CONNECTIONWITH
        ANY
        OF THE FOLLOWING MATTERS.




**(1)** **BUYER’S
      PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT, INCLUDING, WITHOUT
      LIMITATION, BUYER’S POSSESSION, SALE, TRANSPORTATION, STORAGE, HANDLING, AND USE
      OF THE PRODUCTS;**




**(2)** **ANY
      ACTION OR OMISSION OF BUYER OR BUYER’S EMPLOYEES, AGENTS, CONTRACTORS, ASSIGNS,
      OR THIRD PARTIES; AND**




**(3)** **ANY
      EVENT OR OCCURRENCE AT OR INVOLVING THE OPERATION OF ANY BUYER’S
      OUTLET.**




(b)  
        BUYER’S
        OBLIGATION TO INDEMNIFY AND DEFEND EXTENDS TO ANYCLAIM
        CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE ORFAULT
        OF
        AN INDEMNIFIED PARTY BUT NOT TO ANY CLAIM SHOWN BY FINALNONAPPEALABLE
        JUDGMENT TO HAVE BEEN CAUSED BY THE INDEMNIFIEDPARTY’S
        SOLE NEGLIGENCE OR ANY DEFECT IN THE PETROLEUM PRODUCTSNOT
        CAUSED OR CONTRIBUTED TO BY ANY NEGLIGENCE OR FAULT OF
        BUYER.


**(c)** **NOTWITHSTANDING
      BUYER’S OBLIGATIONS IN ARTICLE 20(a), BUYER SHALL INDEMNIFY AND DEFEND THE
      INDEMNIFIED PARTIES AGAINST ALL CLAIMS ARISING SOLELY AT PLANTS OWNED OR
      OPERATED BY SELLER BUT ONLY TO THE EXTENT OF THE NEGLIGENCE OF BUYER, BUYER’S
      EMPLOYEES, AGENTS, OR CONTRACTORS.**





**(d)** **WITHIN
      A REASONABLE TIME AFTER ANY OCCURRENCE WHICH MAY RESULT IN A CLAIM BUYER SHALL
      REPORT THE SAME TO SELLER BY TELEPHONE AND SHALL PROMPTLY THEREAFTER CONFIRM
      THE
      SAME BY WRITTEN NOTICE, INCLUDING ALL CIRCUMSTANCES THEREOF KNOWN TO BUYER
      OR
      THE OPERATORS OF BUYER'S OUTLETS OR THEIR EMPLOYEES.**





7


(e)  
        PROMPTLY AFTER RECEIVING NOTICE OF ANY SUCH OCCURRENCE, AT BUYER’SEXPENSE,
        BUYER SHALL INVESTIGATE SAID OCCURRENCE AND RESPOND TO ANDDEFEND
        ANY CLAIM ASSERTED AGAINST ANY INDEMNIFIED PARTY, INCLUDING,WITHOUT
        LIMITATION, ANY CLAIM ALLEGING THE INDEMNIFIED PARTY’S SOLENEGLIGENCE.
        THE INDEMNIFIED PARTY MAY PARTICIPATE IN THE DEFENSE ANDSETTLEMENT
        OF ANY CLAIM OR LITIGATION WITH ATTORNEYS OF THEINDEMNIFIED
        PARTY’S SELECTION WITHOUT RELIEVING BUYER OF ANYOBLIGATIONS
        UNDER THIS ARTICLE; PROVIDED, HOWEVER, THE INDEMNIFIEDPARTY
        SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS’ FEES. SELLER SHALLREIMBURSE
        BUYER FOR THE AMOUNT OF ANY JUDGMENT AND REASONABLEDEFENSE
        COSTS PAID BY BUYER WHICH REPRESENTS THE TOTAL LIABILITY FOUNDBY
        FINAL
        NONAPPEALABLE JUDGMENT TO HAVE BEEN CAUSED BY THEINDEMNIFIED
        PARTY'S SOLE NEGLIGENCE OR PRODUCT DEFAULT AS SPECIFIED INARTICLE
        20(a) OR THE TOTAL LIABILITY FOUND NOT TO BE ATTRIBUTABLE TO THENEGLIGENCE
        OF BUYER, BUYER'S EMPLOYEES, AGENTS, OR CONTRACTORS UNDERARTICLE
        20(b).


**(f)** **THE
      INSURANCE REQUIREMENTS OF ARTICLE 21 DO NOT LIMIT OR RESTRICT IN ANY WAY BUYER’S
      OBLIGATIONS UNDER THIS ARTICLE.**





**(g)** **BUYER’S
      OBLIGATIONS UNDER THIS ARTICLE SURVIVE TERMINATION OR NONRENEWAL OF THIS
      AGREEMENT.**





**21.**
            **INSURANCE.**





(a) Buyer
      shall maintain, at its sole cost, at all times under the term of this Agreement,
      the following insurance coverage with providers satisfactory to Seller with
      limits not less than those limits required below (the "Insurance"):




(1) Garage
      Insurance with limits of $500,000 each occurrence and $1,000,000 general
      aggregate and Garagekeepers Legal Liability Insurance with a limit of $500,000
      each occurrence, such policy to include endorsement GL 20 10 Broadened Coverage.
      Limits in excess of $500,000 may be provided by Excess or Umbrella Liability
      coverage. This Insurance is only required for those locations engaged in
      automotive repairs, and should be used in lieu of Commercial General Liability
      insurance in Paragraph 21 below. As applicable, Buyer shall maintain the
      following:




(i) Liquor
      Liability Insurance if Buyer owns or operates the location and alcoholic
      beverages are sold at the location, utilizing endorsement CG 24 08 or its
      equivalent.




(ii) Marine
      Terminal or Wharfingers Liability Insurance if Buyer operates a marine facility.
      If Buyer operates marine facilities via watercraft the watercraft exclusion
      must
      be deleted or equivalent coverage purchased.




(2) Commercial
      General Liability Insurance unamended or Comprehensive General Liability
      Insurance with Broad Form CGL endorsement with limits of $1,000,000 each
      occurrence and $1,000,000 general aggregate. Limits in excess of $1,000,000
      may
      be provided by Excess Liability or Umbrella Liability coverage. As applicable,
      Buyer shall maintain the following:




(i) Liquor
      Liability Insurance if Buyer owns or operates the location and alcoholic
      beverages are sold at the location, utilizing endorsement CG 24 08 or its
      equivalent.




(ii) Marine
      Terminal or Wharfingers Liability Insurance if Buyer operates a marine facility.
      If Buyer operates marine facilities via watercraft the watercraft exclusion
      must
      be deleted or equivalent coverage purchased.




(3) Business
      Automobile Liability Insurance covering all vehicles used in the operations
      of
      the Buyer with limits of liability of $1,000,000 each accident, such policy
      to
      be endorsed with MCS-90 when hazardous material transportation is
      involved.




(4) Workers'
      Compensation Insurance as required by Laws applicable to and covering Buyer’s
      employees.




8


(5) Employers'
      Liability Insurance protecting Buyer against common law liability, in the
      absence of statutory liability, for employee bodily injury arising out of the
      master-servant relationship with a limit of $500,000 Each Accident, $500,000
      Disease-Policy Limit; $500,000 Disease-Each Employee. Such insurance must
      include a waiver of subrogation in favor of Seller where permissible by
      Law.




(b) Insurance
      policies must allow for the separation of insureds, and provide for written
      notice of cancellation or material change. Notice of cancellation or change
      will
      not affect the Insurance until 30 days after written notice is received by
      Seller. Any deductible or retention of insurable risks will be for the Buyer's
      account.





(c) Buyer
      shall assure that the Insurance required in this article and each certificate
      evidencing the Insurance issued to Buyer names Seller and its members,
      subsidiaries, affiliates and joint venture partners, to the extent of their
      interest, as additional insureds (Article 21(a)(1) and (2) as applicable),
      without regard to the allocation of liability provisions contained in this
      Agreement, to the extent of any claim, loss or liability within the scope of
      the
      required Insurance. The parties intend that, to the extent of their interest,
      the status of Seller and its members, subsidiaries, affiliates and joint venture
      partners as additional insureds will not be limited by the indemnity obligations
      under this Agreement or otherwise. Buyer shall secure from its insurance
      companies and provide to Seller, for all required Insurance (Article 21(a)(1)
      and (2) as applicable), an additional insured endorsement with terms equivalent
      to ISO Form CG 20 26 11 85.





(d) At
      the
      time of execution of this Agreement and during the term of this Agreement,
      Buyer
      shall provide Seller with a certificate of Insurance evidencing Buyer’s
      compliance with Seller’s Insurance Requirements. Buyer’s failure to provide
      certificates evidencing the Insurance requirements or purchase Insurance
      coverage in compliance with this article will not relieve Buyer of its
      obligations in this article.





**22.**
            **ASSIGNMENTS.**





(a) Assignment
      by Buyer .
      This
      Agreement is personal to Buyer. Buyer may not sell, transfer, assign, or
      encumber any of its interest under this Agreement, or assign any claim against
      Seller arising directly or indirectly out of or in connection with this
      Agreement, in whole or in part, whether voluntarily, involuntarily, or by
      operation of Law (collectively, “Transfer”) without the prior written consent of
      Seller, which consent will not be unreasonably withheld. Seller will have 30
      days (or any lesser period specified by Law) after receipt of Buyer’s request
      for Seller’s consent and all qualification information reasonably required by
      Seller to provide Buyer with written notice of its decision to grant or withhold
      consent. Seller’s consent to any Transfer is not a waiver of the provisions of
      this article as to any future transaction. Any Transfer by Buyer without
      Seller’s prior written consent is void.





(b) Successor
      in Interest .
      Notwithstanding the foregoing, if Buyer or the person currently in “control” of
      the ownership interest of Buyer (“control” being the authority to direct the
      operations of Buyer and to have or exercise management responsibility) dies
      or
      suffers severe physical or mental disability of at least 3 months which renders
      Buyer unable to perform all of its obligations under this Agreement, or if
      Buyer
      seeks to Transfer any of its interest in this Agreement for estate planning
      purposes, Seller consents to the Transfer of this Agreement, in whole or in
      part, to a qualified member of the individual's immediate family. For the
      purposes of this article a “qualified member” includes the individual's spouse,
      adult child, parent, brother and sister who is acceptable to Seller under
      Seller’s current Transfer guidelines.





(c) Transfer
      Events .
      Without
      limiting the foregoing, the following events constitute a Transfer:




(1) Subject
      to Article 22(b) above, if Buyer is an individual and Buyer dies and Buyer’s
      interest in this Agreement is transferred, whether by will or operation of
      Law;




(2) Buyer
      becomes bankrupt or insolvent, Buyer makes an assignment for the benefit of
      creditors, or a proceeding is instituted under the Bankruptcy Code, and, if
      it
      is an involuntary proceeding, Buyer or other affected party has not had it
      dismissed within 60 days;




(3) A
      writ of
      attachment or execution is levied on this Agreement and is not removed by Buyer
      within 30 days;




9


(4) A
      receiver is appointed with authority to take over Buyer’s interest in this
      Agreement and is not removed within 60 days in any proceeding or action to
      which
      Buyer is a party;




(5) If
      Buyer
      is a partnership or a limited liability partnership, a withdrawal or any change
      of interest (voluntary, involuntary or by operation of Law) of any partner
      or
      the dissolution of the partnership; provided, however, a Transfer of interests
      between existing partner is not a Transfer requiring Seller’s prior
      consent;




(6) If
      Buyer
      is a limited liability company or a corporation, any dissolution, merger,
      consolidation or other reorganization, or other arrangement having similar
      effect, or the Transfer by Buyer or any member or shareholder with a controlling
      interest or more of the voting shares of the capital stock of Buyer or of any
      lesser interest which cumulatively vests a controlling interest of such voting
      shares in the transferee; provided, however, if Buyer Transfers more than 25%
      of
      the interest in any one year or more than 49% of the interest over the term
      of
      this Agreement, Buyer must obtain Seller’s consent in accordance with Article
      22(a) above; and




(7) If
      Buyer
      is composed of more than one person, any change of interest (voluntary,
      involuntary or by operation of Law) of any such person.





(d) Notice
      of Pending Sale .
      If
      Buyer formalizes a plan to sell, or receives a proposal or offer to purchase,
      Buyer’s business, Buyer’s Marketing Premises, or any Buyer’s Outlet, Buyer shall
      provide Seller or its designee with the necessary information relating to the
      proposed purchase or sale to afford Seller an opportunity to negotiate an
      agreement with Buyer to purchase the business or assets. Upon receipt of the
      notice, the parties shall execute a mutually acceptable confidentiality
      agreement pertaining to the sale and Seller will have a maximum of 30 days
      to
      make Buyer an offer to purchase; provided, however Seller shall make a
      reasonable effort to respond to Buyer in less time. Buyer shall consider, but
      will not be obligated to accept, any purchase offer made by Seller.





(e) Assignment
      by Seller .
      Seller
      may transfer its interest, in whole or in part, in this Agreement.





**23.** **DE-IDENTIFICATION
      OF BUYER’S OUTLETS.**





(a) If
      any
      action is taken at any Buyer’s Outlet that is prohibited by this Agreement, any
      action is not taken that is required or contemplated by this Agreement, or
      the
      operations at a Buyer’s Outlet are otherwise not conducted in accordance with
      this Agreement, Seller may revoke the permission Seller granted to use the
      Identifications at that Buyer’s Outlet by giving written notice to Buyer.
      Without limiting the generality of the foregoing, if a Buyer’s Outlet is
      abandoned, not operated, is no longer supplied by Buyer, or if a sufficient
      amount of all grades of Seller’s branded gasoline or, if applicable, branded
      diesel fuel is not maintained at a Buyer’s Outlet for 7 consecutive days, or
      such lesser period which under the facts and circumstances constitutes an
      unreasonable period of time, Buyer must notify Seller, immediately de-identify
      the outlet, and then notify Seller of the de-identification.





(b) Promptly
      after receiving notice from Seller as specified in Article 23(a) above, Buyer
      shall take all steps necessary and appropriate to cease the marketing and
      selling of Products, and otherwise using the Identifications, at the Buyer’s
      Outlet. Without limiting the generality of the foregoing, at Buyer’s expense,
      Buyer shall, or shall cause the operator of Buyer’s Outlet to: (1) remove, and
      if requested by Seller return, all signs or materials bearing any of the
      Identifications including, if applicable, the Lazy S canopy fascia, illuminated
      light bar, and the building portico unless Buyer has received prior approval
      from Seller to relocate the same to another Buyer’s Outlet; (2) remove and
      destroy, or permanently paint over, all other brand Identification items,
      advertising displays, color schemes and other materials bearing any of the
      Identifications (whether used on buildings, equipment, tanks, trucks,
      automobiles or stationery; and (3) return any equipment loaned or leased to
      Buyer for use at Buyer’s Outlet.





(c) If
      a
      Buyer’s Outlet is temporarily closed with Seller’s prior consent, Buyer shall
      cover or remove the primary Identifications at the Buyer’s Outlet including, but
      not limited to, the canopy, street, and high rise signs, and shall keep, or
      cause the operator of the Buyer’s Outlet to keep, the Buyer’s Outlet cleaned and
      maintained.





10


**24.** **TERMINATION
      OR NONRENEWAL.**





(a) Termination
      by Seller. Subject
      to any limitations imposed by Law, Seller may terminate this Agreement for
      any
      of the following grounds.




(1) Buyer’s
      failure to comply with any provision of this Agreement, which provision is
      both
      reasonable and of material significance to the relationship under this
      Agreement;




(2) Buyer’s
      failure to exert good faith efforts to carry out the provisions of this
      Agreement;




(3) The
      occurrence of an event which is relevant to the relationship under this
      Agreement and as a result of which termination of this Agreement is reasonable,
      including, without limitation, the following events:




(i) Buyer’s
      fraud or criminal misconduct relevant to the operation of Buyer’s business,
      Buyer’s Marketing Premises, or Buyer’s Outlets;




(ii) Buyer’s
      declaration of bankruptcy or judicial determination of insolvency of
      Buyer;




(iii)  Buyer’s
      continuing severe physical or mental disability if Buyer is an individual,
      or if
      Buyer is a partnership or corporation, the disability of any individual who
      is
      currently in “control” of the ownership interest (“control” being the authority
      to direct the operations of Buyer and to have or exercise management
      responsibility) of at least 3 months that renders Buyer unable to provide for
      the continued proper operation of Buyer’s Marketing Premises or Buyer’s
      Outlets;




(iv)  Loss
      of
      Seller’s right to grant the right to use the Identifications, which are the
      subject of the franchise;




(v) Buyer’s
      failure to pay to Seller in a timely manner when due all sums to which Seller
      is
      legally entitled;




(vi)  Buyer’s
      failure to operate Buyer’s Marketing Premises for 7 consecutive days, or such
      lesser period which under the facts and circumstances constitutes an
      unreasonable period of time;




(vii)  Buyer’s
      willful adulteration, mislabeling, or misbranding of motor fuels or other
      trademark violations;




(viii)  Buyer’s
      knowing failure to comply with the Laws relevant to the operation of Buyer’s
      business, Buyer’s Marketing Premises, or Buyer’s Outlets;




(ix) Buyer’s
      conviction of any felony involving moral turpitude;




(x) Subject
      to Article 22(b), Buyer’s death if Buyer is an individual, or if Buyer is a
      partnership or corporation, the death of any individual who is currently in
      “control” of the ownership interest of Buyer (“control” being the authority to
      direct the operations of Buyer and to have or exercise management
      responsibility); and




(xi) Buyer’s
      failure to comply with Buyer’s obligations relating to Insurance set forth in
      Article 21.




(4) A
      determination is made by Seller in good faith and in the normal course of
      business to withdraw from marketing of motor fuel through retail outlets in
      the
      relevant geographic market area in which Buyer’s Outlets are
      located;




(5) Termination
      by Seller for cause of any other agreement between Buyer and Seller pertaining
      to this facility.




11


(6) Any
      other
      ground for which termination is provided for in this Agreement or is otherwise
      allowed by the PMPA or other applicable Law.


(b) Termination
        After Execution .
        If
        after execution of this Agreement Seller has grounds to terminate or not
        renew
        any then existing agreement between the parties, or to terminate this Agreement
        as if it were then in its term, Seller may terminate this Agreement, as well
        as
        any existing agreement pertaining to this location, based on those
        grounds.
  (c) Non-renewal
        by Seller .
        Subject
        to any limitations imposed by Law, Seller may not renew this Agreement for
        any
        of the grounds specified in Article 24(a) or any other ground for which
        non-renewal is provided for in this Agreement or is otherwise allowed by
        the
        PMPA or other applicable Law.
  (d) Mutual
        Termination .
        The
        parties may terminate or not renew this Agreement by mutual written agreement
        in
        the form and manner permitted by the PMPA.
  (e) Acts
        Attributable to Buyer .
        In
        determining whether a ground for termination or non-renewal exists under
        this
        article, the acts or omissions of Buyer’s employees, agents, and contractors are
        the acts or omissions of Buyer. If Buyer is comprised of more than one person,
        the acts or omissions of each such person are the acts or omissions of Buyer.
        If
        Buyer is a Business Entity, in addition to those individuals mentioned above,
        the acts or omissions of each partner, shareholder or member, as the case
        may
        be, are the acts or omissions of Buyer.





**25.** **RIGHTS
      AND DUTIES UPON TERMINATION OR NONRENEWAL.**





(a) Upon
      termination or non-renewal of this Agreement, Buyer shall immediately cease
      marketing and selling the Products and otherwise using the Identifications
      or
      any marks confusingly similar thereto. Without limiting the generality of the
      foregoing, at Buyer’s expense, Buyer shall: (1) remove, and if requested by
      Seller return, all signs or materials bearing any of the Identifications
      including, if applicable, the Lazy S canopy fascia, illuminated light bar,
      and
      the building portico; (2) remove and destroy, or permanently paint over, all
      other brand Identification items, advertising displays, color schemes and other
      materials bearing any of the Identifications (whether used on buildings,
      equipment, tanks, trucks, automobiles or stationery; and (3) return any
      equipment loaned or leased by Seller to Buyer for use at Buyer’s
      Outlets.




(b) If
      Buyer
      fails for any reason to cease marketing and selling the Products or otherwise
      using any of the Identifications immediately upon the Effective Date of
      termination or non-renewal, then Seller may enter Buyer’s Marketing Premises and
      the Buyer’s Outlets operated by Buyer to carry out Buyer’s obligations under
      Article 25(a) above, at Buyer’s expense. Buyer shall not interfere, and will not
      permit any of its employees, agents or representatives to interfere, with
      Seller’s rights under this article. Seller’s exercise of its right of entry will
      not constitute a trespass or other tort.




(c) If
      Buyer
      fails for any reason to cease marketing and selling Products or otherwise using
      any of the Identifications immediately upon the Effective Date of termination
      or
      non-renewal, then Seller may take all necessary and appropriate action, in
      Buyer’s name and at Buyer’s expense, to cause the operator of that Buyer’s
      Outlet to cease that activity.




(d) Seller
      will be entitled to injunctive and equitable relief for any violation of this
      article and Buyer shall pay all costs and expenses, including reasonable
      attorneys’ fees and other legal costs Seller incurs, in enforcing this
      article.





**26.** **INDEPENDENT
      CONTRACTOR.** Buyer is
      an independent businessperson, and nothing in this Agreement may be construed
      as
      reserving to Seller any right to exercise any control over, or to direct in
      any
      respect the conduct or management of, Buyer’s business or operations conducted
      pursuant to this Agreement, but the entire control and direction of such
      business and operations are and will remain in Buyer, subject only to Buyer’s
      performance of the obligations of this Agreement. Neither Buyer nor any person
      performing any duties or engaged in any work at the Buyer’s Outlets will be
      deemed an employee or agent of Seller, and none of them is authorized to impose
      on Seller any obligations or liability whatsoever.





12


**27.** **BUSINESS
      ENTITY OR JOINT BUYER.**


(a) If
        Buyer
        is comprised of more than one person, the obligations imposed under this
        Agreement are joint and several as to each person and all of the terms apply
        to
        each person with the same effect as though that person were the sole
        Buyer.
  (b) If
        Buyer
        is a Business Entity, all obligations and provisions of this Agreement of
        a
        personal nature apply as if the Business Entity were an individual and, insofar
        as is legally possible and reasonably practicable, to those individuals who
        have
        or exercise management responsibility for the Business Entity, including,
        without limitation, officers, directors or agents of corporations and partners
        of partnerships. The Business Entity must manage its affairs with respect
        to the
        personal obligations and provisions in a manner so as to give full force
        and
        effect to the same.





**28.** **NOTICES.**


(a) **Except
        as otherwise specified in this Agreement, all notices must be in writing
        and in
        compliance with the PMPA and other applicable Law.** Subject
        to any requirements of Law, any notice (including price notifications) may
        be
        given to Buyer by personal service or by electronic mail or to either party
        only
        by certified mail. Notice will be deemed given based upon the date of the
        notice.
  (b) If
        Buyer
        is a Business Entity, Seller may give notice to: (1) any officer or director
        of
        a corporation or limited liability company; (2) any partner of a partnership
        or
        limited liability partnership; or (3) any personal representative, agent,
        or
        employee of any other Business Entity.





**29.** **ATTORNEY’S
      FEES.** Seller
      or Buyer, as the case may be, will be entitled to recover from the other party
      reasonable attorney’s fees and other legal costs the prevailing party incurs in
      order to secure or protect the rights inuring to the prevailing party under
      this
      Agreement, or to enforce the terms thereof.





**30.** **AMORTIZATION
      OF BRANDING COSTS. Buyer understands and acknowledges that Seller expended
      a
      certain amount of money to brand this location with the Shell brand. These
      funds
      were spent with the understanding that this agreement would remain in place
      for
      the full ten year period. Should Buyer wish to terminate this agreement prior
      to
      its expiration, then Buyer agrees to reimburse Seller for the unamortized
      portion of these funds. It is hereby agreed that the funds will amortize at
      the
      rate of 1/120 of the total amount spent each month that the agreement is in
      place. In addition to repaying the unamortized amount to the Seller, Buyer
      also
      agrees to reimburse the Seller for his expenses to de-brand the site to remove
      all signs of the Shell brand.**





**31.** **GENERAL
      PROVISIONS.**


(a) This
        Agreement as of the Effective Date hereof cancels and supersedes all prior
        and
        contemporaneous representations, inducements, agreements, commitments, and
        undertakings with respect to the subject matter of this Agreement, except
        those
        written agreements relating to any indemnification, reimbursement, indebtedness,
        or debt security obligations (including, but not limited to, any security
        interest, security agreement, guaranty, mortgage, deed of trust, promissory
        note, or UCC filing).
  (b) Except
        as
        expressly provided under this Agreement, all amendments and supplements to
        this
        Agreement must be in writing and signed by both parties.
  (c) Any
        waiver of any provision of this Agreement must be in writing signed by the
        parties. Either party’s delay or failure to enforce any provision of this
        Agreement or any course of dealing or trade custom or usage will not operate
        as
        a waiver of compliance with that provision or a waiver or estoppel of the
        party’s right to enforce any other provision of this Agreement.
  (d) The
        provisions of this Agreement are severable. If any provision of this Agreement
        is, for any reason, invalid or unenforceable, the remaining provisions of
        this
        Agreement are valid and enforceable if the basic intent of the parties is
        still
        capable of being achieved.
  13
 (e) This
        Agreement is binding upon and enforceable against the parties’ respective
        successors, permitted assignees, legal representatives, executors,
        administrators, heirs, and legatees.
  (f) Neither
        this Agreement nor any subsequent agreement amending or supplementing this
        Agreement is binding unless a duly authorized representative of the parties
        signs the Agreement, amendment, or supplement.




Executed
      on the date shown below:





Buyer:
                  Bowlin
                      Travel Centers, Inc
                    150
                      Louisiana Blvd.
                    Albuquerque,
                      NM 87108
                  
                  Seller:
                  Arizona
                      Fuel Distributors, LLC
                    P.O. Box 63634
                    Phoenix, AZ
                      85082By:
                  /s/ Kit
                    Johnson
                  
                  By:
                  /s/ Larry
                    J. DavisName:
                      Kit Johnson
                    Title:
                      Director of Operations
                  
                  Name:
                      Larry J. Davis
                    Title:
                      Operating ManagerDate:
                  January
                    10,
                    2007
                  
                  Date:
                  January
                    15,
                    2007


14




**EXHIBIT
      A**





**MINIMUM/MAXIMUM
      QUANTITIES**








Unless
      otherwise indicated below, the approximate monthly quantities of the Products
      will be 1/12th of the annual Minimum and Maximum Quantities.




**GASOLINE**





Year
            Minimum
            Maximum
            Year
            Minimum
            MaximumNot
                Applicable




**DIESEL**





Month/Year
            Minimum
            Maximum
            Month/Year
            Minimum
            MaximumNot
                Applicable








15




**ENVIRONMENTAL
      REGULATION**


**SUPPLEMENT**





Buyer
      shall strictly comply with the regulations of the Environmental Protection
      Agency ("EPA") promulgated as Part 80 - REGULATION OF FUELS AND FUEL ADDITIVES,
      of Chapter I, Title 40, Code of Federal Regulations ("C.F.R."), and with any
      applicable state regulations covering the Products, as amended from time to
      time
      (the "Regulations"), including, but not limited to, those obligations set forth
      below. "Gasoline," “Diesel Fuel,” and other terms used in this exhibit have the
      same meanings as defined in the Regulations. With respect to the Buyers’
Outlets, Seller and Buyer agree as follows:





(a) Seller's
      Responsibilities. Seller may:




(1) Continuing
      for the period as Seller, in Seller’s sole judgment, deems appropriate, take
      periodic samples from the Product dispenser(s) at Buyer’s Outlets or from other
      buyers supplied from the same Plant and test such samples to determine whether
      the Products are in compliance with the Regulations. Any such sampling and
      testing will not relieve Buyer of any obligation Buyer has under the Agreement
      or by Law to sell, dispense and offer for sale only Products complying with
      the
      Regulations.




(2) Give
      prompt notice and details to Buyer (by telephone, followed by formal notice)
      if
      any test performed under (1) above, or through other circumstances known to
      Seller, indicates that the Product inventory at a Buyer’s Outlet is not in
      compliance with the Regulations. Seller shall cooperate with Buyer in any
      further action taken that is necessary (including pump out) to restore the
      availability of complying Products. The costs of any such further action,
      including further sampling and testing, will be at Buyer's expense if the cause
      of contamination was within Buyer's control.





(b) Buyer's
      Responsibilities.




(1) No
      unleaded Seller-branded gasoline may be mixed with any gasoline containing
      lead
      anti-knock agents. Unleaded Seller-branded gasoline may not be sold as any
      unleaded Seller-branded gasoline that is mixed with lead anti-knock
      agents.




(2) No
      leaded
      gasoline (i.e. gasoline containing unlawful amounts of lead or phosphorus)
      will
      be introduced into any motor vehicle which is labeled "UNLEADED GASOLINE ONLY"
      or which is equipped with a gasoline tank filler inlet which is designed for
      the
      introduction of unleaded gasoline only.




(3) Gasoline
      may not be sold, offered for sale, supplied, dispensed, offered for supply,
      transported, or be caused to be transported, in which the Reid Vapor Pressure
      exceeds the legally applicable standard or where the oxygen content is below
      the
      legally applicable standard. Buyer shall not sell, offer for sale, dispense,
      supply, offer for supply, or transport reformulated gasoline which is below
      the
      legally applicable standard under the Law for the geographical area and time
      period in which such gasoline is intended to be dispensed to motor
      vehicles.




(4) Diesel
      fuel for use in motor vehicles may not be sold, offered for sale, supplied,
      dispensed, offered for supply, transported, or be caused to be transported,
      unless the diesel fuel (i) has a sulfur percentage, by weight, no greater than
      0.05 percent, (ii) has a cetane index of at least 40, or a maximum aromatic
      content of 35 volume percent, (iii) is free of visible evidence of the dye
      1,4-dialkylamino-anthraquinone and (iv) is free of visible evidence of the
      dye
      solvent red 164 unless it is used in a manner that is tax-exempt as defined
      under section 4082 of the Internal Revenue Code.




(5) Gasoline
      may not be sold, offered for sale, supplied, offered for supply, transported,
      or
      be caused to be transported, unless such gasoline is additized in accordance
      with the requirements of 40 C.F.R. section 80.161, as may be amended from time
      to time.




16


(6) An
      oversight compliance program must be established and enforced to assure that
      Buyer and the operators of Buyer, and their respective employees or agents,
      or
      third parties (including the employees, agents or contractors of Seller) will
      not cause, allow, or permit the gasoline or diesel to not be in compliance
      with
      the Regulations or become contaminated with any other gasoline or diesel fuel
      product or foreign substance, at any time after delivery by or for Seller to
      Buyer. The oversight program should include periodic sampling and testing of
      the
      Product inventory; securing the manhole covers, fill line caps and dispensers
      to
      avoid authorized entry or use; and supervising and instructing those employees
      and others having access to the gasoline or diesel fuel system regarding proper
      procedures to prevent the Products from becoming non-compliant with the
      Regulations and to prevent contamination of the Products.




(7) Buyer
      shall give prompt notice and details to Seller (by telephone to Seller's office)
      of (i) the EPA’s or state agency’s taking a sample of any Product at any Buyer’s
      Outlet to test for compliance with the Regulations and (ii) receipt of any
      test
      results from any such sampling.




(8) Buyer
      shall give prompt notice and details to Seller (by telephone to Seller's office,
      followed by formal notice) of any circumstance or occurrence at a Buyer's Outlet
      which reasonably could cause Buyer's Products or dispensing equipment to not
      be
      in compliance with the Regulations. Upon discovery of any such condition the
      Products may not be sold, dispensed, or offered for sale until Seller and Buyer
      can mutually determine by sampling, testing, or other means whether the Product
      is in compliance and, if found to be not in compliance, take such further action
      as is necessary (including pump out) to restore the availability of a complying
      Product. The sampling, testing, or further action will be at Buyer’s expense if
      the cause of contamination was within the control of Buyer or the operator
      of
      Buyer’s Outlet.




(9) If
      the
      Laws relating to UST systems or those set forth in this exhibit are not complied
      with by Buyer or any operator of Buyer’s Outlets, based upon evidence
      satisfactory to Seller, Seller may, in addition to other rights or remedies
      available to Seller, suspend deliveries of the affected Products to
      Buyer.




(10) Buyer
      certifies that Buyer has read, understands, and is fully informed of the
      relevant Regulations pertaining to the Products, and Buyer shall fully comply
      with the provisions thereof whether or not such other obligations are referred
      to or restated in this Agreement.





17




**EXHIBIT
      B**





**RETAILER
      (BUYER) INVENTORY CONTROL PROGRAM**





This
      is
      to advise you of ARIZONA FUEL DISTRIBUTOR’S (hereafter referred to as Seller)
      comprehensive environmental program and to establish current standards for
      maintaining and monitoring retailer inventory control at your station and for
      protecting you financially against product loss from tank leaks.




Product
      Loss Implications





Federal,
      state and local laws regarding water and ground pollution, as well as the
      increased interest of the public and the news media in any type of pollution,
      make it necessary that Seller and Buyer exert every reasonable effort to prevent
      product leaks and spills at their facilities. Furthermore, the potential impact
      of a product loss is staggering: businesses, homes, and schools could be shut
      down; recreational areas can be affected; and drinking water might be
      contaminated. In addition, fines and penalties can range up to $10,000 per
      tank
      per day and the costs for product recovery and claim settlements can run into
      millions of dollars. The consequences should not be taken lightly by any of
      us.





Seller's
      Comprehensive Environmental Program




Accordingly,
      Seller has developed and committed itself to a comprehensive environmental
      control program aimed at minimizing the risk of product loss. The program
      addresses equipment and installation standards, as well as on-going monitoring,
      leak detection, record keeping and reporting requirements. Our efforts, however,
      cannot solve this problem without your commitment to maintain methodical daily
      inventory control, including daily
      reconciliation of physical inventory readings with sales records and
      delivery receipts, and immediate reporting of evidence or suspicion of leaks so that
      appropriate remedial action can be taken. You must also use one or a combination
      of the following monthly
      leak detection methods :
      automatic tank gauging, monitoring of soil vapors or liquids in ground water;
      interstitial monitoring (between tank and secondary barrier); or any other
      method that meets the requirements of 40 C.F.R. S 280.43. Because of the grave
      consequences that can result from an underground tank leak, we invite your
      attention to and emphasize the importance of your contractual obligation in
      this
      matter and advise you of our intent to monitor the integrity of the underground
      storage facilities by periodically performing a review of your inventory control
      records and procedures, including, if necessary, a physical inventory. This
      is
      being done so that you may limit the effects of any tank leaks which might
      be
      discovered. However, your daily actions will be the backbone of an effective
      leak prevention program.





For
      your
      protection you should fully comply with existing laws and regulations, you
      must,
      at a minimum, ensure that the following inventory control procedures are adhered
      to.




1.
              Check
                  the underground storage tanks daily for leakage and
                  water.


2.
            Check
                the underground storage system monthly for leakage by using one of
                the
                required leak detection methods mentioned
                earlier.


3.
            Observe
                all motor fuel deliveries to ensure that there are no overspills
                or that
                spills are immediately detected and reported to
                Seller.


4.
            Maintain
                regular inventory control records in accordance with Seller's
                recommendations.





Procedures
      for Product Deliveries





Your
      maintenance of the daily and monthly inventory systems, as discussed above,
      will
      help protect you against any costly product losses and reduce the risks of
      injury to persons and property, imposition of fines, etc., which can result
      from
      an undetected leak. In addition, you must ensure that the following procedures
      are adhered to for all motor fuel deliveries:


1.
              Gauge
                  tanks prior to deliveries to ensure that there is available storage
                  capacity for the amount of product to be
                  delivered.
 2.
              Take
                  and record stick readings just prior to and immediately after each
                  delivery. In the case of manifold tanks, sufficient time should
                  be allowed
                  for product equalization.


3.
            Constantly
                  watch all deliveries of product to ensure that the tank can hold
                  the
                  product and that no overfill
                  results.


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Procedures
      to Follow Upon Discovery of Suspicion of Product Loss or Related
      Claims





Upon
      receiving any notification from you of any suspected or actual spill or product
      loss, we will immediately assist you in investigating, correcting and/or
      reporting the problem to the proper authorities. Furthermore, you should notify
      us immediately of any claim or threatened claim related to such spill or product
      loss, or of any newly discovered fact related to such spill or product loss.
      Additionally, you should adhere to the following procedures.





1.
            After
                immediate telephone notification to us, promptly send written confirmation
                notifying us of the product loss attributed to a delivery of
                fuel.


2.
              Make
                  your inventory control records immediately available for our inspection
                  and review.
 3.
              Confirm
                  that all fill caps are kept
                  locked.


4.
            Check
                that all pump/dispenser computer weights and measures seals are intact
                and
                repair any suspect seals.


5.
            Refuse
                further product deliveries until equipment is investigated and found
                to be
                safe to receive motor fuel.





Inspection/Retention
      of Records





At
      various intervals, you should inspect your records relating to daily and monthly
      inventory controls and/or your leak detection system to verify your compliance
      with your inventory control program. You are required by law to maintain at
      the
      premises, the following records:





·
            all
                leak detection performance and maintenance information, including
                the last
                year's worth (12 months) of monthly monitoring results, the most
                recent
                tightness test, and copies of manufacturers' performance claims and
                maintenance schedules,


·
              all
                  documents concerning tank system
                  repairs,


·
            a
                corrosion expert's analysis of the corrosion potential at your location
                (if you do not use corrosion protection
                equipment),


·
            the
                latest two inspections of all cathodic protection systems, and the
                last
                three 60-day inspections of impressed current systems,
                and


·
            all
                information related to notices filed with federal or state agencies
                concerning underground tanks and piping, including installation,
                site
                inspections and cleanup actions.




Your
      records evidencing methodical daily inventory control, as discussed above,
      must
      be retained for possible inspection and review by governmental authorities
      for
      at least one year or longer.





Conclusion





You,
      as
      an independent business person, have the responsibility for the safe and lawful
      operation of your service station. Careful attention to daily inventory control
      and prompt action if a gasoline loss is suspected will insure quick repair,
      avoidance of financial loss and the safety of our neighbors and the environment.
      Please review the foregoing carefully so that you understand it, and if you
      have
      any questions, discuss them with us.





Please
      acknowledge your receipt of and agreement to the terms of this program by
      signing and dating in the space provided and returning one copy to us for our
      records. The other copy provided should be retained for your files and future
      reference.




Buyer/s/ Kit
              Johnson
            
            Signed:
            January
              10, 2007Kit
              Johnson,
              Director of Operations





19




**ADDENDUM
      TO RETAIL SALES AGREEMENT**





This
      Addendum is to that certain Agreement dated January 10, 2007, by and between
      Arizona Fuel Distributors, L.LC. (the “Supplier) and Bowlin Travel Centers, Inc.
      (the “Retailer”). The Supplier and Retailer (the “Parties) desire to amend the
      Agreement on the terms and conditions set forth in this Addendum Agreement
      (the
“Agreement).





1.
            The
                following provision is hereby added to Item 2.f. “Seller is prohibited
                from any entitlements if Retailer terminates the agreement given
                that
                Seller cannot provide adequate supply of
                product.”


2.
            Adding
                the cost calculation for the price of fuel, which is “the daily rack price
                plus 1.5 cents per gallon”, hereby amends Item 3.a. of the
                agreement.


3.
            Changing
                the phase “...execute a new agreement or*either
                party*terminates...” hereby amends Item 4 of the
                Agreement.


4.
            The
                following provision is hereby added to Item 6.a. “Retailer may purchase
                fuel if Seller cannot supply
                product.”


5.
            Item
                7.e. “reasonable” will be added prior to “customer
                complaint.”


6.
            Item
                7.i. “reasonable” will be added prior to “neat and
                orderly...”


7.
            Item
                19 the following provision is hereby added “Retailer will have the ability
                to purchase product from another supplier, if Seller is unable or
                unwilling to provide product.”


8.
            The
                following provision is hereby added “unless caused or promoted by Seller’s
                actions or policies,” to the first sentence of Item 20.a. after
                “...permitted by law”.


9.
            Item
                20.f. the clause “and Seller’s” will be added after
                “Buyer’s”.


10.
            Item
                22.b.6 will be null and void as Retailer is a public traded company
                and
                cannot be easily monitored.


11.
            Item
                23.a. is hereby amended by changing the time frame to “21 consecutive
                days” and adding the phrase” Unless non-operation is due to catastrophic
                or unforeseen events not within Retailer’s making or
                control.”


12.
            The
                following provision is hereby added to Item 24.a.3iv. “There will be no
                penalty to Retailer nor reimbursement of branding costs required
                if
                Seller’s loss of ability to offer
                product.”


13.
            Item
                24.a.3vi is hereby amended by changing the time frame to “21 consecutive
                days” and adding the phrase” Unless non-operation is due to catastrophic
                or unforeseen events not within Retailer’s making or
                control.”


14.
            Item
                25.b. of the Agreement is deleted in its
                entirety.


15.
            Item
                28.b. is hereby amended by adding “Written notice will be sent Certified
                Mail to: Director of Operations, Bowlin Travel Centers, Inc., 150
                Louisiana Blvd., NE; Albuquerque, NM
                87108.


16.
            Item
                28.c of the Agreement is deleted in its entirety and should refer
                to
                28.a.


17.
            The
                following provision is hereby added to Item 30 “There will be no penalty
                to Retailer nor reimbursement of branding costs required if Retailer
                terminates Agreement for just cause, such as lack of performance
                by Seller
                repayment will not be required.”






20





IN
      WITNESS WHEREOF Supplier and Retailer have hereunto subscribed their
      names,


WITNESS:
            Arizona
              Fuel
              Distributors, L.L.C./s/
              Jason
              Davis
            By:
            /s/ Larry
              J.
              DavisLarry
                J. Davis
              Operating
                Manager
              (Supplier)Date Signed:
            January 15, 2007




WITNESS:
              Bowlin
                Travel
                Centers, Inc./s/ Cynthia
                K. Biggers
              By:
              /s/ Kit
                JohnsonKit
                    Johnson
                  Director
                    of Operations
                  (Retailer)Date Signed:
              January 10, 2007


21