EXHIBIT 10.34

                               EXCHANGE AGREEMENT


     THIS EXCHANGE AGREEMENT (this "Agreement") is entered into by Bowlin Travel
Centers, Inc., a Nevada Corporation  ("Exchangor"),  and DONA ANA TITLE COMPANY,
INC., a New Mexico corporation ("Qualified  Intermediary/Escrow Agent") based on
the following facts:

                                    RECITALS

     A.   Exchangors own the following  described real properties located in Las
Cruces,   New  Mexico  (which  are  sometimes  referred  to  individually  as  a
"Relinquished Property" and collectively as the "Relinquished Properties"):

          1.   Lot 1 of Farmers Subdivision No. 2 Replat No. 1

     B.   Exchangor has entered into the following  described  agreements (which
are sometimes referred to individually as a "Sale Agreement" and collectively as
the  "Sale  Agreements")  for  the  sale  of  the  Relinquished   Properties  to
("Purchaser"):

          1.   An  agreement  December  2, 2003 for the sale of Lot 1 of Farmers
     Subdivision No. 2 Replat No. 1; and

     C.   Exchangor  does not  desire  to sell the  Relinquished  Properties  in
taxable  transactions,  but desire to  transfer  such  properties  to  Qualified
Intermediary/Escrow  Agent in exchange for one or more properties  (collectively
the  "Replacement  Property") to be  identified  by Exchangor  within the 45-day
period  after the  closing of the first of the Sale  Agreements  to close,  in a
transaction that qualifies as a tax deferred  exchange  pursuant to Section 1031
of the Internal Revenue Code of 1986, as amended.

     D.   For a fee, as hereinafter stated, Qualified  Intermediary/Escrow Agent
has agreed to facilitate such an exchange transaction.

     NOW, THEREFORE, IT IS AGREED:

     1.   RELINQUISHED PROPERTIES.

          1.1  TRANSFERS  BY  EXCHANGOR.   Subject  to  the  terms,  conditions,
covenants and agreements herein,

               1.1.1 Exchangor do hereby assign to Qualified Intermediary/Escrow
Agent all of their rights in and to the Sale Agreements;

               1.1.2 Prior to the  closing  of each  Sale  Agreement,  Exchangor
shall  notify  Purchaser  that  Exchangor  has  assigned its rights in such Sale
Agreement to Qualified Intermediary/Escrow Agent; and

               1.1.3 On the closing  of each  Sale  Agreement,  Exchangor  shall
transfer the Relinquished Property described in such Sale Agreement to Qualified
Intermediary/Escrow  Agent by  warranty  deed,  subject to matters of record and
such Sale Agreement.

          1.2  TRANSFERS  BY  QUALIFIED   INTERMEDIARY/ESCROW  AGENT.  Qualified
Intermediary/Escrow  Agent shall, on the closing of each Sale Agreement,  convey
the Relinquished Property described in such Sale Agreement to Purchaser pursuant
to such Sale Agreement.

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          1.3  LIMIT  OF  QUALIFIED   INTERMEDIARY/ESCROW  AGENT'S  OBLIGATIONS.
Qualified  Intermediary/Escrow  Agent's  sole  obligation  with  respect to each
Relinquished Property is the obligation to convey it to Purchaser upon the terms
and conditions set forth in the Sale Agreement for such  Relinquished  Property.
All of the other  obligations  imposed upon Exchangor under the Sale Agreements,
including liabilities and obligations relating to representations and warranties
with respect to the  Relinquished  Properties,  shall  continue to be solely the
obligations of Exchangor.

     2.   SALES PROCEEDS. Qualified  Intermediary/Escrow Agent shall deposit the
net proceeds  from the sale of the  Relinquished  Properties  to Purchaser  (the
"Exchangors'  Property  Proceeds") into a separate escrow account established by
Qualified Intermediary/Escrow Agent (the "Escrow Account") under this Agreement,
subject to the following terms:

          2.1  Qualified  Intermediary/Escrow  Agent shall be the trustee of the
Escrow Account. Exchangor shall be the beneficiary of the Escrow Account.

          2.2  The Escrow  Account  shall be an  interest  bearing  account in a
federally insured bank or as otherwise directed in writing by Exchangor.

          2.3  Exchangors' rights to receive, pledge, borrow or otherwise obtain
the  benefit  of the Escrow  Account  are  hereby  limited to the  circumstances
described in paragraph 5 hereof.

          2.4  Exchangor  shall be entitled to receive  interest earned upon the
Escrow Account,  but such right shall be limited to the circumstances  described
in paragraph 5 hereof.

     3.   REPLACEMENT PROPERTY.

          3.1  DESIGNATION. Exchangor shall identify the Replacement Property by
delivering to Qualified  Intermediary/Escrow  Agent,  within the "Identification
Period,"  one  or  more  written  notices  signed  by  Exchangor   unambiguously
describing the Replacement Property.  The "Identification  Period" begins on the
closing of the first of the Sale Agreements to close and ends at midnight on the
45th  day  thereafter.   Exchangor  may  identify  up  to  three  (3)  different
replacement properties, or any number of replacement properties so long as their
aggregate  fair market value does not exceed two hundred  percent  (200%) of the
fair  market  value of the  Relinquished  Properties.  Exchangor  may revoke any
identification   of   replacement    property   by   delivering   to   Qualified
Intermediary/Escrow  Agent,  within the  Identification  Period,  written notice
signed by Exchangor.

          3.2  ACQUISITION OF REPLACEMENT PROPERTIES.  Exchangor shall be solely
responsible  for  negotiating  and entering  into one or more  contracts for the
acquisition of the Replacement  Property.  Prior to the closing of any agreement
for the purchase of a Replacement Property, Exchangor shall assign its rights in
such agreement to Qualified Intermediary/Escrow Agent. Notice of such assignment
shall be given to the seller of the Replacement Property prior to the closing of
the purchase of the Replacement Property.  Qualified  Intermediary/Escrow  Agent
covenants and agrees to use the Exchangors'  Property Proceeds (and any interest
earned thereon),  and any additional  consideration  deposited by Exchangor,  if
any,  pursuant  to  paragraph  4  hereof,  for  the  purpose  of  acquiring  the
Replacement  Property  and in payment of Qualified  Intermediary/Escrow  Agent's
fees and the costs and expenses of acquiring the Replacement Property.

          3.3  TRANSFER OF REPLACEMENT PROPERTY.  Qualified  Intermediary/Escrow
Agent shall,  on the date of the closing of its  acquisition of any  Replacement
Property,  transfer such  Replacement  Property to Exchangor by special warranty
deed and all other necessary documents.

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     4.   ADDITIONAL  CONSIDERATION.  In the event  that the funds in the Escrow
Account are  insufficient to provide for payment in full of the cash required to
acquire the Replacement  Property  identified by Exchangor,  Exchangor shall (a)
pay to  Qualified  Intermediary/Escrow  Agent such  additional  amount as may be
required  to  enable   Qualified   Intermediary/Escrow   Agent  to  acquire  the
Replacement Property, in cash or readily available funds; (b) instruct Qualified
Intermediary/Escrow  Agent to accept  the  Replacement  Property,  "subject  to"
existing  encumbrances  in an  amount  determined  by  Exchangor;  (c)  instruct
Qualified  Intermediary/Escrow  Agent to incur purchase money  indebtedness with
Exchangor to be solely liable on the same; or (d) any  combination  of (a), (b),
or (c) as Exchangor  determines,  it being expressly  understood and agreed that
Qualified  Intermediary/Escrow  Agent  shall not be liable for any  indebtedness
assumed or incurred to acquire the Replacement Property.

     5.   FAILURE OF EXCHANGE. Notwithstanding anything that may be construed to
the contrary herein, Exchangor shall have no right to receive the Escrow Account
monies  prior to the end of the  "Exchange  Period"  except as  provided in this
paragraph  5. The  "Exchange  Period"  begins on the closing of the first of the
Sale  Agreements  to close and ends at  midnight on the earlier of the 180th day
thereafter or the due date (including extensions) for Exchangors' federal income
tax  return  for the  taxable  year in which  the  transfer  of the first of the
Relinquished Properties to be transferred occurs.

          In the  event  that  Exchangor  fails  to  designate  the  Replacement
Property within the Identification  Period,  then Qualified  Intermediary/Escrow
Agent,  upon written demand from Exchangor,  shall pay to Exchangor,  in cash or
readily  available  funds,  the  remaining  funds in the  Escrow  Account at the
earliest practicable date.

          In the event that the Replacement  Property has been identified within
the Identification Period and Exchangor receives all of the Replacement Property
to   which   they  are   entitled   under   this   Agreement,   then   Qualified
Intermediary/Escrow  Agent,  upon written  demand from  Exchangor,  shall pay to
Exchangor,  in cash or readily  available funds, the remaining funds, if any, in
the Escrow Account at the earliest practicable date.

          In the event that the Replacement  Property has been identified within
the Identification  Period and after the end of the Identification  Period there
occurs a material and substantial  contingency  that (a) relates to the deferred
exchange,  (b) is  provided  for in  writing,  and (c) is beyond the  control of
Exchangor or a related party,  then Qualified  Intermediary/Escrow  Agent,  upon
written  demand  from  Exchangor,  shall pay to  Exchangor,  in cash or  readily
available  funds,  the  remaining  funds in the Escrow  Account at the  earliest
practicable date.

          Nothing  contained  herein shall give  Exchangor the right to receive,
pledge,  borrow or  otherwise  obtain  the  benefit  of the funds in the  Escrow
Account except as specifically provided for herein. Moreover, this Agreement may
not be modified,  amended or terminated  after the closing of any Sale Agreement
to give Exchangor such right.

     6.   REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION BY EXCHANGOR.

          6.1  REPRESENTATIONS  AND WARRANTIES BY QUALIFIED  INTERMEDIARY/ESCROW
AGENT.   To  induce   Exchangor   to  enter  into  this   Agreement,   Qualified
Intermediary/Escrow Agent represents and warrants the following:

               6.1.1 Qualified Intermediary/Escrow  Agent has the  authority  to
enter into this  Agreement and to perform the  obligations to be performed by it
hereunder,  and this  Agreement is valid and binding upon it in accordance  with
its terms.

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<PAGE>

               6.1.2 To the  best  of  Qualified   Intermediary/Escrow   Agent's
knowledge,  it is not a "disqualified person" (as defined in Treasury Regulation
Section 1.1031(k)-1(k)) with respect to Exchangor. Qualified Intermediary/Escrow
Agent makes no  representation  or warranty of any kind to Exchangor  concerning
the federal income tax aspects of the exchange transaction provided for herein.

          6.2  REPRESENTATIONS AND WARRANTIES BY EXCHANGOR.  To induce Qualified
Intermediary/Escrow Agent to enter into this Agreement, Exchangor represents and
warrants the following:

               6.2.1 Exchangor has the  authority to  enter into  this Agreement
and to perform the obligations to be performed by Exchangor hereunder,  and this
Agreement is valid and binding upon Exchangor in accordance with its terms.

               6.2.2 Exchangor has sought their own  independent  tax advice and
are entering into this  Agreement  based upon such  independent  advice and upon
their own judgment.

          6.3  INDEMNIFICATION.  Exchangor do hereby indemnify and agree to save
Qualified  Intermediary/Escrow Agent harmless from all loss, liability,  expense
or damage (except  resulting from  Qualified  Intermediary/Escrow  Agent's gross
negligence or wrongful acts) incurred by Qualified  Intermediary/Escrow Agent as
a result of  participating  in the exchange herein  provided for,  including any
loss,  liability or expense  arising out of the claims of Purchaser or any third
party  and any  loss  or  claim  as a  result  of  damages  to the  Relinquished
Properties  at the time of conveyance  to  Purchaser,  and including  reasonable
attorneys' fees and costs of any litigation  incurred  defending any such claims
(as well as,  without  limitation,  any  declaratory  judgment  or  interpleader
brought by  Qualified  Intermediary/Escrow  Agent based on the advice of its own
counsel if necessary in its reasonable opinion to respond to conflicting demands
or due to uncertainty as to how to proceed).

     7.   FEES. Exchangor shall pay to Qualified  Intermediary/Escrow  Agent for
its services  hereunder a minimum fee of $250.00 (plus applicable gross receipts
tax) plus, if there is more than one Replacement  Property, an additional fee of
$125.00 (plus applicable  gross receipts tax) for each  Replacement  Property in
excess of one  Replacement  Property.  The  minimum  fee shall be payable at the
closing of the first of the Sale  Agreements to close.  Any additional fee shall
be payable at the closing of the purchase of the  Replacement  Property to which
it is attributable.  Qualified  Intermediary/Escrow  Agent may withhold its fees
from the funds in the Escrow Account.

     8.   MISCELLANEOUS.

          8.1  ATTORNEYS'  FEES.  In the  event  legal  action is  commenced  to
enforce or  interpret,  or for breach of, any provision of this  Agreement,  the
prevailing  party shall be entitled to recover  from the losing  party costs and
expenses incurred, including, but not limited to, reasonable attorneys' fees, in
addition to all other relief and remedies to which the  prevailing  party may be
entitled.

          8.2  HEADINGS AND COUNTERPARTS. The headings of this Agreement are for
purposes  of  reference  only and shall not limit or define  the  meaning of any
provision of this  Agreement.  This  Agreement  may be executed in any number of
counterparts,  each of  which  shall  be an  original,  but all of  which  shall
constitute one and the same instrument.

          8.3  SURVIVAL OF  PROVISIONS.  The  covenants  and  agreements of this
Agreement  shall  survive any closing and the doctrine of merger shall not apply
to this transaction.

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<PAGE>

          8.4  MODIFICATION.  No  amendment  of this  Agreement  shall  be valid
unless reduced to writing and executed by the parties hereto.

          8.5  BINDING EFFECT.  All terms and conditions herein shall be binding
upon the heirs,  personal  representatives  and  successors  in  interest of the
parties hereto.

          8.6  GOVERNING LAW. This Agreement  shall be governed and construed in
accordance with the laws of the State of New Mexico. Time is of the essence with
respect to any covenant or obligation imposed by this Agreement.

          8.7  ENTIRE AGREEMENT.  The foregoing constitutes the entire agreement
between  the  parties  and all  prior  or  contemporaneous  negotiations  and/or
understandings are superseded and merged herewith.

          8.8  FURTHER DOCUMENTATION. Each party agrees in good faith to execute
such further or additional documents as may be necessary or appropriate to fully
carry out the intent and purpose of this Agreement.

          8.9  IRS FORMS. If required by Qualified  Intermediary/Escrow Agent to
do so,  Exchangor  shall  execute and deliver to  Qualified  Intermediary/Escrow
Agent an affidavit that Exchangor are not "foreign  persons"  within the meaning
of Section 1445 of the Internal  Revenue Code of 1986,  as amended,  and setting
forth Exchangors' United States taxpayer identification numbers.

          8.10 DIRECT DEEDING. Notwithstanding anything that may be construed to
the contrary herein, Qualified Intermediary/Escrow Agent (pursuant to its powers
and  authority  to acquire  and direct  the  transfer  of title as to either the
Relinquished  Properties or Replacement  Property) may, at its sole  discretion,
direct the transfer of the Relinquished  Properties or the Replacement Property,
or all of them,  to occur by direct  deeds  without  actual  title by deed going
through Qualified Intermediary/Escrow Agent.

          8.11 RESIGNATION.  Qualified  Intermediary/Escrow Agent shall have the
right to resign as Qualified Intermediary/Escrow Agent under this Agreement upon
giving Exchangor 10 days written notice of its intent to resign. Exchangor shall
then identify to Qualified  Intermediary/Escrow  Agent an  acceptable  successor
Qualified  Intermediary/Escrow  Agent and Qualified  Intermediary/Escrow  Agent,
after  deduction of any fees due, shall deliver,  convey,  and assign all rights
and  obligations  herein,  together with all funds or documents held pursuant to
the terms hereof,  to such successor  Qualified  Intermediary/Escrow  Agent and,
after  such  assignment,  conveyance,  and  delivery,  and  acceptance  by  such
successor,  Qualified Intermediary/Escrow Agent shall be relieved of any further
liability or obligations herein.

          8.12 NOTICE.

               Bowlin Travel Centers, Inc.
               Box 1409
               Las Cruces, New Mexico  88047

               Notice to Qualified Intermediary/Escrow Agent shall be given to:

               Dona Ana Title Company, Inc.
               425 B South Telshor
               Las Cruces, New Mexico 88011

Notice shall be effective upon the earlier of (1) receipt or (2) 3 days from the
date of  mailing,  if sent by  certified  or  registered  mail,  return  receipt
requested.

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<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on the
dates specified  below.  The effective date of this Agreement shall be the later
of said dates.

                          EXCHANGORS:  /S/ MICHAEL L. BOWLIN
                                       -----------------------------------------
                                       Bowlin Travel Centers, Inc.

                                       Date:  March 24, 2004



                          QUALIFIED INTERMEDIARY/ESCROW AGENT:

                          DONA ANA TITLE COMPANY, INC., a New Mexico corporation


                                       By:  /S/ SCOTT M. ADDISON, CEO
                                            ------------------------------------

                                       Date:  March 24, 2004


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