EXHIBIT
10.54
  Amendment
1 To Lease
 
 This
Amendment 1, dated July 1, 2007, to that certain lease dated January 31, 1998 by
and between Ernest J. Short & Son, Inc (Lessor) and Bowlin Travel Centers
Inc, a Nevada corporation, as successor in interest to Bowlin Outdoor
Advertising & Travel Centers Inc (Lessee), regarding the Premises referenced
as the location of Separ Diesel truck stop off Exit 42 of Interstate 10,
approximately 20 miles East of Lordsburg, New Mexico (Separ
Lease).  (Lessor and Lessee together, referenced as the
Parties).  This Amendment 1 is made in order to specify and document
certain changes to the original terms and conditions of the Separ
Lease.
 
 Lessor
and Lessee acknowledge the existence of that certain lease between Rex Kipp, Jr.
and Bowlin Travel Centers Inc pertaining to property adjoining the Premises (CD
Lease); and the Parties acknowledge that, Rex Kipp, Jr., as a principal owner of
Lessor, along with Bowlin Travel Centers Inc, as Lessee for both the Separ Lease
and CD Lease, each have a related interest in both leases.
 
 Lessor
and Lessee also acknowledge that the original terms of the Separ Lease were
tailored for, and the result of, certain then existing circumstances and desires
of both Lessor and Lessee; and the Parties agree that a portion of those
circumstances and desires have now changed and that it is prudent to modify the
terms and conditions for the Separ Lease to match the current circumstances and
desires of the Parties.
 
 Now,
therefore the parties hereby agree that:
 
 Effective
Date:  This Amendment 1 shall be effective on February 1,
2008.
 
 The
following Amendments shall be made to the Separ Lease:
 
 Section
2.  PREMISES:Lessor and Lessee agree that all
purchase and/or transfer of ownership of merchandise as referenced in this
Section has been satisfactorily completed and no further such actions in those
regards are required nor contemplated by this Amendment 1.
 
 The
Parties also agree that Lessor intends to give Lessee use and control of the
land at the specified location, subject to any conditions or restrictions
specified by the Lease and this Amendment 1, and that for proper clarification,
Section 2 shall be modified as follows:
  In Line
2, immediately after “...herein set forth,“  insert the
wording“the
property containing”.
  In Line
4, delete all of paragraph beginning with “   included in
the”.
  Further
add additional statement as follows:  Refer to attached “Exhibit A” as
reference to the property boundaries included within this amended lease
agreement.
 
 Section
3.  TERM:  The term of the Separ Lease is hereby
amended to now expire on January 31, 2022, unless terminated sooner as herein
provided.
 
 Section
4.   RENT:Section 4 shall be replaced, in its
entirety with the following:
  “Lessee shall pay rent
at the rate of Nine Hundred Dollars ($900) per month, payable to Lessor, in
advance, on the first day of each month during the term of the
lease.”
 
 
  Section 5.  USE AND
SURRENDER:Section 5 shall be deleted and replaced
with:
  “Lessee
shall have the right to enjoy the exclusive use of the Premises during the term
of this Lease, for whatever legal use the Lessee so desires, so long as that use
is not for an activity that, because of Lessor’s ownership of the Premises,
would reflect negatively on the reputation or public perception of Lessor, and
so long as such activity is not intended to replace or compete with the current
business activities of Lessee pertinent to the CD Lease (Lessee’s
Activities).
 
 Lessor
and Lessee agree that Lessor is the owner of the personal property, buildings
and fuel storage and transport or dispensing facilities that currently exist at
the Premises (Lessor’s Items).  Lessee agrees to allow Lessor to
continue to store Lessor’s Items at the Premises, free of charge, and Lessor
agrees to be responsible for any maintenance, security or liabilities related to
Lessor’s Items.  Lessee, subject to exceptions noted elsewhere in the
Lease, will not use any of Lessor’s Items for Lessee’s Activities without the
prior written authorization of Lessor.  Lessor may remove any of
Lessor’s Items from the Premises at any time, and Lessor shall not bring any
additional items to the Premises without the express written consent of
Lessee.
 
 Lessee,
for use in the conduct of Lessee’s Activities, may construct and install
improvements on the Premises, so long as the location and condition of the
improvements does not interfere with Lessor’s ability to access, inspect and/or
remove any of Lessor’s Items.  Any such improvements shall remain the
property of Lessee and Lessee shall be responsible for any ad valorum taxes on
such items during the term of this Separ Lease.
 
 Lessee
agrees to keep the Premises reasonably clean of trash and clutter and Lessee
agrees to notify Lessor of any security or safety issues that Lessee observes
relative to Lessor’s Items on the Premises.”
 
 Section 7   TAXES:  Section 7 shall be deleted and replaced with:
  “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
process.”
 
 Section
8   MAINTENANCE:Section 8 shall be deleted and
replaced with:
  “Lessee
agrees to maintain the Premises in proper useful condition and to keep the
Premises reasonably clear of trash and clutter and to properly secure and
maintain any utility services that may be installed or used in conjunction with
Lessee’s
Activities.  Lessee will not be responsible for maintenance or
security of any of Lessor’s Items, including, but not limited to the fuel
storage, transportation or dispensing facilities.”
 
 Section
9   INSURANCE:This section shall be modified
as follows:
  In Line
3-immediately after the phrase “...or property resulting form acts or omissions”,
insert the phrase “caused by, or the result of actions of Lessee, its employees
or agents.”
  In Line 8
(the last line in the section) – Delete the rest of the sentence after
“...coverage on Lessee’s contents” and insert “Lessor agrees to insure Lessor’s
Items and to indemnify and save Lessee harmless from any and all claims, loss,
demands and liability for damage to persons or property resulting from events
pertinent to the existence of Lessor’s Items or acts or omissions caused by, or
the result of actions of Lessor, its employees or agents.”
 
 Section 11  POLLUTION OF
PREMISES:  Lessor and Lessee agree that Lessee has not used any
of the fuel storage, transportation or dispensing facilities during the term of
the Separ Lease to date and will not use any such facilities during the
remaining term.  The Parties, therefore, agree to amend this section
11 as follows:
  2
 In
paragraph 3, Line 3, at the end of the first sentence of the third paragraph,
immediately after the wording “...be brought into compliance by Lessor”,
 insert  “or properly removed from service by
Lessor.”  The remainder of that third paragraph, after the inserted
phrase, shall be deleted.
 
 Section 12
COMPETITION:Lessee and Lessor agree that Lessee shall have
exclusive use of the Premises, subject to the conditions imposed by the Lease as
modified by this Amendment 1, and therefore the majority of Section 12 is not
applicable.  Therefore the entire Section 12, except for the last
sentence, shall be deleted, leaving only the phrase “Lessor agrees that all fuel
sales on the interchange will be made only by Lessee.”
 
 Section 13  SUPPLY OF
FUEL:Lessee and Lessor agree that, because of Lessee’s
exclusive use of the Premises and the conditions and restrictions on Lessee’s
Activities imposed by this Amendment 1, there will not be fuel sales on the
Premises, therefore Section 13 is not applicable and shall be deleted in its
entirety and replaced with the phrase “Section 13 no longer
applicable”.
 
 Section 17 EMINENT
DOMAIN:This section shall be modified as
follows:
  Add, at
the end of Section 17, the sentence:  “Any termination of this lease
caused by events discussed in this Section 17, shall not cause the automatic
cancellation of the CD Lease.”
 
 Section
20.   NOTICES:This section shall be amended as
follows:
  In Line
4, immediately after the phrase “...if notice is given by mail”, delete the
wording through “...the manner set forth herein” and insert the phrase “then said
notice shall be deemed given at the date and time acknowledged by the properly
completed Return Receipt Requested form”.
 
 The
notification information for Lessee shall be changed to:  “Bowlin
Travel Centers Inc, 150 Louisiana NE, Albuquerque,
NM  87108”
  Section
24:Insert  Section 24  Cancellation:  Lessee may, at Lessee’s option, cancel the Separ Lease at the
end of any calendar year, after having given Lessor at least 30 days prior
written notice of Lessee’s intention to cancel.  This Separ Lease may
not be terminated without also terminating the CD Lease as of the same date and
time, except if such cancellation is caused by, or the result of, events
specified in Section 17 above.  Expiration of this Separ Lease shall
have no affect on the CD Lease and shall not cause any cancellation of the CD
Lease.
 
 Section 25:InsertSection
25.  FIRST-RIGHT-OF-REFUSAL:Lessor and Lessee agree
that, subject to Justin Kipp’s exception noted in the latter portion of this
paragraph, 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 Premises.  If any such offer is received by
Lessor, and not matched by Justin Kipp as specified below, 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 any portion of the Premises, that may be
received by Lessor or successors to Lessor.  Lessee acknowledges that
Justin Kipp has previously been given a verbal First-Right-Of-Refusal for
purchase of the Premises, and that Lessee’s rights and options as noted above
shall be exercisable only when Justin Kipp does not properly exercise his right
to match a bonafide offer within 30 days after having been given notice of the
offer.
  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 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 the case where an entity may
attempt to exercise collateral rights, by Lessee satisfying the debt owed to the
secured party.
 3
 Section
26:  Insert Section
26:  BINDING EFFECT:This agreement shall be binding
on all heirs, successors and assigns of the Parties.
 
 All
provisions, terms and conditions of the Lease, as subsequently amended, which
are not specifically modified by this Amendment 1, shall remain in full force
and effect.
 
 
 Accepted
and agreed to, this 23
day of January,
2008:
  Lessor:
                
                
                Lessee:/s/ 
      Rex Kipp, Jr.
                
                
                /s/  
      Kit JohnsonRex
      Kipp, Jr.
                
                
                Kit
      Johnson, Director of Operationsfor
      Ernest J. Short & Son, Inc.
                
                
                for Bowlin Travel Centers Inc.Signature
      Date:  1/23/08
                
                
                Signature
      Date:  1/23/08
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