EXHIBIT
10.53




Addendum
5 To Lease





This
Addendum (Addendum 5), dated January 22, 2008, is to that certain lease dated
June 23, 1989, effective January 1, 1993 as subsequently amended (Lease), by and
between Kipp Cattle Co., a partnership and/or Rex Kipp, Jr. as his sole and
separate property and estate (Lessor) and Bowlin Travel Centers Inc, a Nevada
corporation (Lessee), as successor in interest to Bowlin Outdoor Advertising
& Travel Centers Incorporated, a Nevada Corporation, as successor in
interest to Bowlin’s Incorporated., a New Mexico corporation as original
lessee.  This Addendum 5 is made in order to specify and document the
change in Lease term and the following intentions and agreements of the Lessor
and Lessee regarding fuel sales at the Premises:





Term:  The Lease
Term is hereby amended to now expire on December 31, 2022.





First-Right-Of-Refusal:  This
Section shall be added to the Lease: Lessor
and Lessee agree that Lessee shall have the option to match, on the same terms
and conditions, any bonafide offer that Lessor may receive for the sale of all,
or any portion, of the leased Premises.  If any such offer is received
by Lessor, Lessor shall provide Lessee with written notice and details of the
offer.   Lessee will then have Twenty (20) business days after
having received such notice to provide a written response to Lessor noting
Lessee’s intent to exercise their option to purchase the Premises on the
specified terms and conditions.  If Lessee fails to provide the timely
notice of their intent to exercise this option, Lessor is free to accept the
original offer.  Lessee’s failure to exercise any option available
under this Section pertains only to that specific offer and is not a waiver of
the option for any future offers.  Lessee’s First-Right-Of-Refusal
shall continue for all future offers to purchase the Premises, that may be
received by Lessor or successors to Lessor.




If any
ownership transfer of the Premises becomes eminent because of possible
bankruptcy proceedings or because an entity may exercise it’s collateral rights
to the Premises, Lessor shall, prior to the initiation of any legal actions,
notify Lessee of such potential actions and Lessee shall then have the right to
take ownership of the property, in the case of bankruptcy, by purchasing the
Premises from Lessor at the then fair market price; or in case where an entity
may attempt to exercise collateral rights, by Lessee satisfying the debt owed to
the secured party.




Allowance of Pets:The Lease
terms are hereby clarified to include:  Lessee, at its sole
discretion, may allow, or disallow, its employees, customers or agents to bring
and keep pets and other domesticated animals onto the property so long as those
animals are properly cared for and are controlled as would be customary and
expected for the particular type or species of animal.





Lessee
acknowledges that Lessor owns cattle that may be grazed on Lessor controlled
property adjoining the Premises and Lessee acknowledges that unsupervised pets,
specifically dogs, have the potential to disrupt the peaceful existence of those
cattle.  Lessee therefore agrees that, if Lessee allows pet dogs onto
the Premises under the terms of this Section, Lessee will advise the dog’s
owners of the specific concerns for the safety and wellbeing of Lessor’s cattle
and will also advise the owners of the need for supervision and control of their
animals, as well as the potential consequences of the lack of supervision or
control of their animals.  Lessor and Lessee agree that, if Lessor’s
cattle are threatened, Lessor will be allowed to take, without threat of
retribution by Lessee, any legal action necessary to properly maintain the
security of Lessor’s cattle on the adjoining property.





Gasoline, Diesel and Motor Oil
Products:All provisions of the Lease, including subsequent
amendments, that reference the purchase and sale of motor fuels and motor oil
products, including, but not limited to, the original lease document Article
XIII titled Purchase Of Gasoline And Oil Products To Be Sold; and those
provisions relating to gasoline sales portions of rent payments and the source
and costs of gasoline products as written in the amendment dated June 8, 1992
and effective January 1, 1992, shall be hereby replaced by the following terms
and conditions:





1.
            Lessor
      authorizes Lessee to sell gasoline, diesel and motor oil products (Fuel
      Products) at the Premises and Lessor and Lessee agree that Lessee may
      purchase Fuel Products from any legal source that Lessee , from time to
      time, considers to be most appropriate for Lessee’s
    business.





2.
            Lessee
      will pay Lessor Two Cents ($0.02) per gallon for all gasoline and diesel
      fuels (Fuel Sales) sold at the Premises.  Payment will be
      calculated monthly and submitted to Lessor within 15 days following the
      month in which the sales occurred.








3.
            Motor
      oils will be included in general sales activity at the
      business.  Lessee will continue to pay Lessor Three Percent (3%)
      of all non Fuel Sales at the Premises and will continue to make the
      appropriate calculation and payment within 15 days following the end of
      the month during which the sales
occurred.





4.
            Lessor
      hereby authorizes Lessee to, at Lessee’s sole discretion and expense,
      install and maintain any equipment and storage facilities needed for sale
      of Fuel Products.  Lessor and Lessee agree that any such
      equipment or storage facilities will remain the property of Lessee, with
      Lessee having right the remove, replace or modify any such items at any
      time without any further authorization by, or duty to,
    Lessor.





5.
            Lessor
      and Lessee agree that Lessee may, at Lessee’s sole discretion, from time
      to time, determine the brand of fuel to be sold at the Premises,
      including, if Lessee so chooses, no branding at
  all.




TAXES:  Lessee shall
pay all ad valorem taxes pertinent to the Premises, including those related to
currently existing Lessor’s Items.  Lessor agrees to, immediately
after receipt, provide Lessee with a copy of any assessment and tax notices
pertinent to the Premises, and Lessor hereby grants Lessee, as the responsible
party, the right to protest, on Lessor’s behalf, any unreasonable changes to the
assessed value of any items pertinent to this section.  Lessor will
assist Lessee as necessary with the filing of any documents or forms as may be
required to complete the protest.





All
provisions, terms and conditions of the Lease, as subsequently amended, that are
not specifically modified by this Amendment 5, shall remain in full force and
effect.




Accepted
and agreed to, this 23rd day of January, 2008:






Lessor:
            
            
            Lessee:/s/ 
      Rex Kipp, Jr.
            
            
            /s/  
      Kit JohnsonRex
      Kipp, Jr.
            
            
            Kit
      Johnson, Director of OperationsBowlin Travel Centers Inc.Signature
      Date:  1/23/08
            
            
            Signature
      Date:  1/23/08




/s/ 
      Justin
      KippJustin
      Kipp, General Partner,Kipp
      Cattle Co.Signature
      Date:  1/23/08






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