**Exhibit
      10.48**


**RETAIL
        SALES AGREEMENT**
 
 This
        Retail Sales Agreement, dated December 20, 2006 is between Arizona Fuel
        Distributors, L.L.C., (the “Supplier”) and Bowlin Travel Centers, Inc. (the
“Retailer”).
 
 Agreements:
 
 1. Introduction .
        Supplier has the right to sell gasoline and diesel fuels (hereafter referred
        to
        as “Motor Fuels”) for resale under the trade or brand names of Mobil (“Mobil).
        Retailer desires to enter into this agreement in order to obtain the right
        to
        sell such Motor Fuels under the Mobil Trade and brand names (hereinafter
        referred to as the “Proprietary Marks”). Retailer has independently investigated
        the business risks involved herein and such other matters as Retailer deems
        important and has not relied on any representation not set forth
        herein.
 
 2. Sale .
        Supplier agrees to sell and deliver or cause to be delivered, and Retailer
        agrees to buy, receive and pay for Motor Fuels of the kind, grade, brand
        and
        quality generally sold by Supplier within 7 days of delivery, for resale
        at
        Retailer’s place of business located at: 16543 East Camino Adelante, Picacho, AZ
        85241 (hereinafter referred to as the “Retail Location”). During the term
        hereof, Retailer shall not purchase or sell Motor Fuels at the Retail Location
        other than those purchased from Supplier pursuant hereto.
 
 3. Term .
        The
        term of the Agreement is ten years from commencement date and shall continue
        on
        a month to month basis unless terminated by the Retailer. Retailer may terminate
        this Agreement after the term has expired by giving thirty days advance written
        notice to the supplier. Commencement date is the day on which retailer receives
        his first delivery of Mobil Motor Fuel from Arizona Fuel Distributors,
        L.L.C.
 
 4. Prices .
        Prices
        for all Motor Fuels sold to Retailer hereunder shall be Supplier’s published
        applicable price in effect on the date of delivery. Such prices may be obtained
        by contacting Supplier. All prices are subject to change without notice.
        All
        deliveries shall be invoiced and paid on Net 10 days via EFT, subject to
        credit
        approval.
 
 5. Proprietary
        Marks .
        Retailer shall sell the Motor Fuels only under the Mobil Proprietary Marks
        and
        shall have the right to use such Proprietary Marks as are designated by
        Supplier, but only for the purpose of properly identifying and advertising
        Motor
        Fuels handled by Retailer, and in a manner and form satisfactory to Supplier
        in
        Supplier’s sole judgment.
 
 Retailer
        will not allow or permit any of the Motor Fuels to be sold which are mislabeled,
        misbranded or contaminated by mixture or adulteration with each other or
        with
        any other material or motor fuel. Retailer will not commingle any substance
        with
        Motor Fuel and then sell it as a Motor Fuel. Retailer will not allow or permit
        the sale of any product or Motor Fuel under any Proprietary Mark which is
        not a
        Mobil brand product or Motor Fuel, or which is a grade of Mobil brand product
        or
        Motor Fuel other than described by the label or designation; nor will Retailer
        use the Proprietary Marks in a manner which deceives or causes a likelihood
        of
        confusion to the motoring public. Retailer will allow Supplier, its employees,
        agents or designees, to enter the Retail Location at any time during normal
        business hours of Retailer to obtain such samples, or conduct such tests
        or
        inspections as may, in Supplier’s judgment, be reasonably required to determine
        that Retailer is complying with the aforesaid obligations. Retailer shall
        cooperate with Supplier in any investigation or any alleged violations of
        such
        obligations.
 
 
  Retailer
        agrees to submit a monthly Certification Statement showing inventories,
        deliveries, and meter readings to verify that all Motor Fuels sold at Retailers
        location under the Proprietary Marks was in fact purchased from Arizona Fuel
        Distributors, L.L.C. This Certification Statement will be completed and mailed
        to Arizona Fuel Distributors, L.L.C. by the 15 th of the
        following month.
 
 6. Environmental
        Compliance .
  (A)  
        Retailer represents and warrants that all of its equipment used for storage
        and
        handling of motor fuels meets applicable regulations including, but not limited
        to, federal and state environmental leak detention requirements and standards,
        and is capable of safely handling motor fuels without leaking. Retailer agrees
        that it will undertake its best efforts to ensure that equipment used for
        storage and handling of motor fuels meets all applicable regulations and
        that
        its employees will institute inventory controls substantially similar to
        those
        set forth below. Supplier shall have the right to make periodic assessments
        of
        Retailer’s facilities for the purpose of evaluating their capabilities to safely
        use, handle and store Suppliers motor fuels.
 
 (B)  
        Retailer understands and acknowledges that the leakage of motor fuels from
        storage tanks is a concern and that operators of retail facilities where
        motor
        fuels are stored must take diligent and continual precautions to discover
        and
        stop any such leakage. Retailer agrees to keep and reconcile inventory records
        to indicate motor fuel losses. These records shall be maintained for each
        operating day and shall include the following information for each grade
        of type
        of motor fuel:
  (1)  
        opening physical inventory, (2) sales, (3) fuel used other than sold, (4)
        receipts, (5) closing Physical inventory, and (6) variation (over or under).
        Retailer shall keep all records of purchases and sales including, but not
        limited to, sales tax records, product invoices and bills of
        lading.
 
 (C)  
        Retailer shall comply with the Federal Inventory Program.
 
 (D)  Retailer
        agrees to inspect motor fuel storage and handling facilities and surrounding
        areas at least once a week for indication of possible leakage. This inspection
        should include, but is not limited to the following areas: (1) around and
        under
        fuel dispensers, (2) inside remote pump access boxes, (3) inside fuel fill
        boxes, (4) storage tank diked areas, (5) transport truck loading and unloading
        areas, (6) pumps and piping, and (7) low areas, such as sumps, hillsides
        or
        culverts.
 
 (E) 
        The inventory controls required by this Section 6 shall apply to all equipment
        used for storage and handling of motor fuels, regardless of legal title to
        the
        equipment. Retailer further agrees that it shall not list Supplier as the
        registered owner of any storage tank with any governmental agency without
        the
        prior written consent of Supplier.
 
 2
 (F) 
        Pollution control will be maintained by Retailer in connection with all
        operations by it. Retailer shall immediately report any spill or release
        as
        required by any federal, state, or local law.
 
 (G) 
        Retailer shall cooperate with Supplier to facilitate the dissemination of
        any
        environmental, health and safety information from Supplier to all persons
        whom
        Retailer can reasonably foresee may be exposed to possible hazards from the
        products sold under this prescribed by Supplier, including but not limited
        to
        Material Safety Sheets, dispenser decals, portable container labels, fueling
        area signs, and information leaflets.
 
 7. Termination .
        In
        addition to any other rights of termination which Supplier may have, upon
        the
        occurrence of any of the following events, which events the parties agree
        are
        both reasonable and of material significance to the relationship hereunder,
        or
        upon such other grounds as are allowed under the Petroleum Marketing Practices
        Act, 15 U.S.C. Section 2801, et seq., as amended from time, Supplier may
        terminate this Agreement:
 
 (A)  If
        retailer fails to observe Supplier’s reasonable rules, regulations, and
        requirements set forth in this agreement in effect at the delivery point
        at
        which delivery is made;
 
 (B) 
        Upon default in the payment of any sum when due hereunder in the event any
        such
        payment is not made when due, Supplier may also at its option suspend making
        all
        further deliveries of all Motor Fuels until Retailer’s indebtedness is paid in
        full. The right to suspend deliveries does not operate as a waiver of Supplier’s
        right of termination for Retailer’s failure to pay for Motor Fuel when due and
        the obligation to pay for Motor Fuel delivered shall not be subject to offset
        for any claims against Supplier except for non-delivery of Motor Fuel billed
        to
        Retailer;
 
 (C) 
        If Retailer, its employees, agents or invitees, violate the covenants of
        or fail
        to comply with any of the provisions of Paragraph 6, Environmental
        Compliance;
 
 (D) 
        If Retailer violated or fails to comply with the minimum standards as required
        by the provisions of Paragraph 9, Minimum Standards;
  (E) 
        If Retailer fails to take reasonable action to satisfy customer complaints
        as
        set forth in Paragraph 11, Customer Complaints;
 
 (F) 
        If Retailer fails to comply with any applicable laws, ordinances, regulations,
        judicial or administrative orders, or other legal requirements of all
        governmental authorities, federal, state, municipal or other authority,
        pertaining to this Agreement and the loading, unloading, storage, transportation
        and sale of petroleum products. Termination of agreement cannot occur if
        Retailer is in litigation, contesting or appealing such failure of compliance
        in
        good faith;
  (G)  If
        Retailer fails to maintain the quality integrity of Mobil brand Motor Fuels
        as
        set forth in Paragraph 5, Proprietary Marks;
 
 3
 (H) 
        Retailer shall not sell, assign, give, grant, devise or otherwise dispose
        of
        Retailer’s interests in this Agreement, without the prior written approval of
        Supplier; Supplier’s written approval shall not be unreasonably withheld or
        delayed.
 
 (I) 
        If bankruptcy or insolvency proceedings are begun by or against Retailer
        under
        the Bankruptcy Code or if Retailer becomes insolvent;
 
 (J) 
        Upon any breach of any of the terms, covenants, warranties, agreements or
        conditions of the Agreement or any other agreement that may be in effect
        between
        the parties pertaining to this facility;
 
 (K) 
        If retailer makes or furnishes any false or misleading statement, or if Retailer
        fails to disclose information to Supplier, its agents or employees, concerning
        any material fact for the purpose of inducing Supplier to make any payment,
        to
        deliver Motor Fuels, to extend or continue to extend or increase credit or
        to
        issue any credit memorandum to Retailer or to any other party acting in concert
        with Retailer;
 
 (L) 
        If the Retailer fails to comply with the provisions of Paragraph 19, Health
        and
        Safety Information;
 
 Retailer
        shall not suffer, permit or allow the occurrence of any of the events enumerated
        in Subparagraphs (A) through (L) above. The occurrence of any of the events
        enumerated in Subparagraphs (A) through (L) above of this Termination Paragraph
        shall constitute a failure by Retailer to comply with a provision of this
        Agreement which is both reasonable and of material significance to the
        relationship between Supplier and Retailer and shall constitute good cause
        to
        cancel or terminate this Agreement as the term “good cause” or any similar term
        is or may be used in any federal or state statute effecting the rights of
        the
        parties to terminate this Agreement. Supplier’s rights of termination for good
        cause as defined above shall not in any way be affected by any previous waiver,
        forbearance or course of dealing.
  8. Market
        Withdrawal .
        In the
        event Supplier elects to withdraw from the marketing of Motor Fuels in the
        area
        of the Retail Location, pursuant to the provisions of the Petroleum Marketing
        Practices Act, 15 U.S.C. Section 2801, et. Seq., as the same may be amended
        from
        time to time, Supplier may terminate this Agreement at any time without further
        liability upon one hundred eighty (180) days written notice thereof to Retailer
        may, at any time thereafter, terminate this Agreement prior to the expiration
        of
        such 180-day period effective upon delivery of written notice thereof to
        Supplier.
 
 9.    
        Mobil Identification and Minimum Standards .
        It is
        understood and agreed by Retailer that Supplier does not control the signs,
        brands, trademarks, or trade name Mobil has the right to disallow the use
        of the
        name Mobil or sale of its products if the retail facilities which Retailer
        operates do not comply with the provisions hereunder.
 
 4
 Retailer
        recognizes that it is in the interest of the parties to this Agreement for
        Retailer to affirmatively conduct its business to reflect favorably on the
        parties and to further promote public acceptance of Mobil Motor Fuels and
        its
        trademarks, brand names and trade dress (collectively
“Identification”).
 
 Retailer
        shall have the right to use certain Identification of Mobil, but only for
        the
        purpose of properly identifying and advertising Mobil brand Motor Fuels handled
        by Retailer through Mobil-branded retail outlets and in a manner and form
        satisfactory to Supplier and Mobil in Suppliers or Mobil's sole judgment.
        Retailer agrees not to claim any right, title or interest in the Identification
        of Mobil or the Supplier. Retailer shall not use the word “Mobil" in the name of
        any corporation, partnership or other legal entity. Retailer shall not use
        the
        Mobil trademark or the word “Mobil" in Retailers trade style if such use is
        likely to create the impression that Retailers business is owned or operated
        by
        Mobil and/or Supplier or its affiliates.
 
 (A) 
        The Retail Location
 The
        Retail Location, including building, restrooms, driveways, grass or planting
        areas, and storage areas shall be maintained inside and out in a clean and
        orderly appearance.
 
 (B) 
        Equipment
 The
        Retail Location shall be equipped to provide services comparable with
        competitive outlets of similar types, age, and style. All dispensers which
        dispense Motor Fuels shall be properly identified with such product decals
        as
        are designated by Supplier and other decals which may be required by applicable
        laws, rules and regulations. All signs, logos, and other identification will
        be
        kept clean, in good repair and painted where required according to Supplier’s
        specifications.
 
 (C) 
        Personnel and Services
 Retailer
        and Retailer’s employees will at all times present a good personal appearance,
        observe clean, neat and safe working habits; render prompt, courteous and
        honest
        service to customers; and will take reasonable action to promote the Proprietary
        Marks and the Mobil brand products they sell.
 
 10. Taxes .
        Retailer assumes responsibility for the payment of all federal, state and
        local
        taxes, licenses, fees and/or duties imposed on the payments due hereunder
        or on
        the Retail Location, including but not limited to: gross receipts taxes,
        occupation taxes, motor fuel taxes, sales and use taxes, franchise taxes,
        if
        any, income taxes, ad valorem taxes, property taxes, inspection fees, license
        fees, and all other taxes, fees and licenses arising from the purchase, sale,
        transfer or disposition, holding for sale, transfer or disposition,
        transportation of or use of the Motor Fuels. Should any government authority
        require Supplier to pay taxes, penalties, or interest which under this Agreement
        are the responsibility of Retailer, Retailer agrees to reimburse Supplier
        for
        all amounts so paid by Supplier.
 
 If
        any
        federal, state or local law authorizes Retailer to purchase Motor Fuels without
        the payment of federal, state or local taxes, Retailer agrees to furnish
        Supplier evidence satisfactory to Supplier of such authority. Until Retailer
        presents Supplier with acceptable evidence of such authority, Supplier shall
        be
        entitled to bill Retailer for all applicable taxes.
 
 5
 11. Customer
        Complaints .
        Retailer will respond to any customer inquiries or complaints received by
        Retailer or Supplier, in connection with any customer served by Retailer,
        and
        take reasonable action to correct or satisfactorily resolve each such inquiry
        or
        complaint.
 
 12. Credit
        Cards .
        Retailer agrees that the Retail Facility will accept and honor Mobil Credit
        Cards and other credit cards or debit cards, if any, authorized by Supplier
        or
        Mobil at the time of sale (collectively “Credit Cards”). Supplier reserves the
        right to withdraw authorization at any time, Retailer agrees to execute and
        to
        comply with the Mobil Retailer Credit Card Agreement, and such other agreements
        between Supplier and Retailer (and any special instructions relative to credit
        card transactions issued by Mobil or Supplier from time to time). Retailer
        shall
        be responsible for any breaches by the employees of its Retail Facility of
        the
        Mobil Retailer Credit Card Agreement, other such agreements, and related
        instructions from Supplier. Retailer agrees to pay credit card fees and
        discounts charged by Mobil. A list of the current fees is attached.
 
 13. Assignability .
        It is
        understood and agreed that this Agreement is personal to Retailer, and that
        Retailer shall not sell, assign, give, grant, devise or otherwise dispose
        of
        Retailer’s interest in the Agreement in whole or in part, directly or
        indirectly, by operation of law or otherwise to any other person or entity,
        without the prior written approval of Supplier. Supplier’s written approval
        shall not be unreasonably withheld or delayed. In the event Retailer is a
        corporation, partnership or other business entity, this clause shall be deemed
        to apply to the sale, assignment or other disposition of the ownership of
        any
        shares or interest in such corporation, partnership or business
        entity.
 
 14. Independent
        Status of Retailer .
        This
        Agreement shall not be deemed to reserve, give or grant to Supplier any right
        to
        manage or control the day-to-day business of Retailer and/or the Retail
        Location, and neither Retailer nor its employees or agents shall be agents
        or
        employees of Supplier for any reason or for any purpose whatsoever. Retailer
        is
        and shall at all times be an independent business entity that is free to
        select
        its customers, purchase and sell products from sources other than Supplier
        (other than Motor Fuels), set its own selling prices and terms of sale, and
        generally conduct its business as it determines.
 
 Retailer
        has the sole right to hire, control, supervise and discharge its employees
        and
        agents, and Retailer shall have the sole right to control the performance
        of and
        the sole responsibility for any maintenance or automotive repair work performed
        at Retailer’s place of business.
 
 15. De-Identification .
        If
        Retailer’s place of business is abandoned, unoccupied or not operated by
        Retailer for a period of seven (7) consecutive days, Supplier may, at its
        discretion, give Retailer a written notice to remove all Mobil identification,
        including identifying Mobil colors, from Retailer’s place of business within
        five (5) days of such notice. Should Retailer fail to comply with said notice,
        Supplier is hereby authorized to enter upon Retailer’s place of business for the
        express purpose of removing all Mobil identification, including painting
        over
        all Mobil identifying colors.
 
 6
 16. Governmental
        Price Control .
        If
        Supplier’s right to charge or receive any price payable pursuant hereto, or to
        revise any such price as herein provided, is restricted or prohibited by
        law,
        regulation or order of any governmental authority, Supplier may, from time
        to
        time and upon thirty (30) days prior written notice to Retailer, terminate
        the
        provisions of this Agreement insofar as they apply to the Motor Fuels, the
        Price(s) for which are so restricted or prohibited. Upon the expiration of
        the
        thirty (30) days, it is understood that any such Motor Fuels shall be deemed
        deleted from this Agreement, but that this Agreement shall otherwise continue
        to
        remain in full force and effect.
 
 17. Health
        and Safety Information .
        Retailer shall cooperate with Supplier to facilitate the dissemination of
        any
        health and safety information from Supplier concerning the products sold
        hereunder. In that regard, upon request of Supplier, Retailer shall promptly
        provide the Supplier an accurate listing of the types of uses made for products
        sold hereunder by Retailer, and to provide accurate information in response
        to
        such requests Retailer shall make reasonable efforts to determine the uses
        of
        products sold hereunder by Retailer’s customers. Retailer shall also
        disseminate, to all persons who Retailer can reasonably foresee may be exposed
        to possible hazards from the products sold hereunder, any health and safety
        information from Supplier promptly after such information is furnished to
        Retailer by Supplier and in the manner prescribed by Supplier.
 
 18. Indemnification .
        Retailer shall indemnify, hold harmless and promptly reimburse Supplier for,
        from and against any and all fines, damages, legal fees, costs, expenses
        and
        other liabilities suffered or incurred by Supplier by reason of any claim,
        demand, lawsuit tax, penalty, investigation or other proceeding (except where
        Supplier’s negligence or other wrongful conduct is alleged) arising directly or
        indirectly from, as a result of, or in connection with the operation, condition,
        use or occupancy of the Retail Location, including, without limitation, the
        handling, storage dispensing or selling of Motor Fuels from by Retailer.
        Upon
        Supplier’s request, Retailer shall defend Supplier against such matters. In any
        event, Supplier shall have the right, through counsel of its choice, to control
        any matter to the extent Supplier reasonably determines that such matter
        may
        have a significantly adverse effect on Supplier.
 
 Retailer
        shall also indemnify and promptly reimburse Supplier for all expenses reasonably
        incurred by Supplier to protect itself from, or to remedy, any breach or
        this
        Agreement by Retailer. Retailer’s indemnity obligations under this Agreement
        shall survive termination and shall be in addition to all other rights and
        remedies of Supplier.
 
 19. Insurance
        and Financial Guarantees .
 
 (A) 
        Retailer shall maintain, at its sole cost, the insurance coverage and financial
        guarantees set forth below and shall ensure that Retailer’s insurance coverage
        required under this Agreement fully and adequately protects Retailer and
        Supplier with respect to any activity, operation or condition of the premises
        (or any liability arising therefrom) at the Retail Facility. Such insurance
        policies shall be issued by companies satisfactory to Supplier with full
        policy
        limits applying, but not less than as stated. Prior to the Effective Date
        of
        this Agreement, Retailer shall provide to Supplier certificates of insurance
        evidencing the insurance coverage and (1) containing a waiver of subrogation
        in
        favor of Supplier on Retailer’s workers’ compensation policies, and (2) naming
        Supplier as and additional insured in Retailer’s Commercial General Liability or
        Comprehensive General Liability and Business Automobile Liability insurance
        policies. The protection provided to Supplier as an additional insured shall
        be
        without regard to the indemnity provisions in Section 21 and shall not be
        limited. A copy of the additional insured endorsement(s) evidencing such
        protection, duly issued by Purchaser’s liability carriers, shall be delivered to
        Supplier with the Certificate(s) of insurance.
 
 7
 (B) 
        The certificates shall be issued by Retailer’s insurance carriers and shall
        provide that any change restricting or reducing coverage or canceling any
        policies under which certificates are issued shall not be valid as respects
        Supplier’s interest until Supplier has received thirty (30) days prior written
        notice of such change or cancellation. Further, the certificates shall state
        that the insurance policies maintained by Retailer are primary coverage and
        not
        concurrent or excess over other valid insurance which may be available to
        Supplier.
 
 1.  
        Workers’ Compensation Insurance as required by law and regulations applicable to
        and covering employees of Retailers engaged in the performance of the work
        under
        this Agreement.
 
 2.  
        Employer’s Liability Insurance protecting Retailer 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 not less than $ 500,000.00 Disease-Each Accident, $ 500,00.00 Disease-policy limit, $ 500,000.00 Disease-Each Employee.
 
 3.  
        Commercial General Liability Insurance un-amended or Comprehensive General
        Liability Insurance with a Broad Form Commercial General Liability endorsement
        including products/completed operations with limits of liability of not less
        than $ 1,000,000.00 per
        occurrence/aggregate. This policy shall be in the “occurrence” (and not claims
        made) format and shall cover, among other risks, the contractual liability
        assumed under the indemnification provision set forth in this Agreement.
        Such
        coverage shall also include an endorsement for Liquor Liability for those
        locations engaged in the sale of alcoholic beverages.
 
 4.
        Business Automobile Liability Insurance for all operations of Retailer including
        owned, non-owned and hired vehicles with limits of liability of not less
        than:
        Bodily Injury $ 1,000,000.00 per
        person; $ 1,000,000.00 per
        accident; Property Damage $ 1,000,000.00 or a
        Combined Single Limit of $ 1,000,000.00 for
        bodily injury and property damage.
 
 5.
        In the
        event Retailer owns or operated Underground Storage Tanks Systems (as defined
        in
        applicable federal and state law and regulations, and hereinafter referred
        to as
“UST’s”), Retailer shall comply with all applicable federal, state And local
        laws, regulations and ordinances governing UST’s, including but not limited to
        financial responsibility requirements contained therein for UST’s through
        mechanisms including but not limited to guarantees, surety bonds, insurance
        and
        state reimbursement fund.
 
 8
 (C) 
        Nothing contained in these provisions relating to overage and amounts shall
        operate as a limitation of Retailer’s Liability in tort or contract under the
        terms of this Agreement.
 
 20. Change
        in Affiliation .
        Retailer acknowledges that Supplier may elect to change affiliations and
        sell
        Motor Fuels under brand names other than Mobil. In such event Supplier shall
        notify Retailer in writing of the new brand names under which Supplier is
        offering Motor Fuels. Retailer shall have thirty (30) days from the date
        of such
        notice to cancel this Agreement by providing written notice there of to
        Supplier. Retailer’s failure to provide such written notice within that time
        shall be deemed as a waiver of this right to cancel. The parties agree to
        execute such amendments as are reasonably necessary with regard to any such
        change in affiliation.
 
 21. Waiver .
        The
        right of either party to require strict performance by the other of any/or
        all
        obligations imposed by the other by this Agreement shall not in any way be
        affected by any previous waiver, forbearance or course of dealing.
 
 22. Severability .
        If for
        any reason any provision(s) contained in this Agreement is held to be invalid,
        illegal, or otherwise void by a court of competent jurisdiction, the remaining
        provisions of the Agreement shall not be affected and shall continue in full
        force and effect; provided, however, that in the event Supplier loses the
        right
        to grant the use of the Proprietary Marks, after exhausting all reasonable
        efforts to continue said rights this Agreement shall terminate upon written
        notice.
 
 23. Approval
        and Signing by Supplier .
        This
        Agreement shall not be binding on Supplier until approved and signed on its
        behalf by a duly authorized officer or employee. Commencement of performance
        hereunder prior to such approval and signing shall in no case be construed
        as a
        waiver by Supplier of the foregoing requirements.
 
 24. Entirety
        of Agreement .
        This
        Agreement is intended by the parties to be the final, complete and exclusive
        embodiment of their agreement about the matters covered herein. This Agreement
        may be altered, amended, or changed in any way only by a written instrument
        executed by both parties.
 
 25. Attorneys’
        Fees .
        In the
        event it becomes necessary for Supplier or Retailer to institute any legal
        or
        equitable proceeding against the other to secure, enforce or protect its
        rights
        under this Agreement, the prevailing party in such proceeding shall be entitled
        to recover, and the other party shall pay to the prevailing party (except
        to the
        extent prohibited by law), all costs of such proceeding, including, without
        limitation, reasonable attorneys’ fees to be determined by the judge of the
        court.
 
 26. Notices .
        Any and
        all notices required or permitted under this Agreement shall be in writing
        and
        shall be personally delivered or mailed by certified mail, return receipt
        requested, to the respective parties at the following addresses unless and
        until
        a different address has been designated by written notice to the other
        party.
  9
 Notices to
                SUPPLIER:
              
              Arizona
                  Fuel Distributors, L.L.C.
                P.O.
                  Box 63634
                Phoenix,
                  Arizona 85082-3634
                Attention:
                  Operating ManagerNotices to
                RETAILER:
              
              Bowlin
                  Travel Centers, Inc.
                150
                  Louisiana Blvd. NE
                Albuquerque,
                  New Mexico 87108
  Any
        notice by certified mail shall be deemed to have been given at the date of
        the
        notice.
 
 IN
        WITNESS WHEREOF Supplier and Retailer have hereunto subscribed their
        names.
 WITNESS:
                /s/ Jason Davis
                
                Arizona
                  Fuel Distributors, L.L.C.By:
                /s/ Larry
                  J.
                  DavisLarry
                    J. Davis
                  Operating
                    Manager
                  (Supplier)Date Signed:
                January
                    15, 2007
  WITNESS:
                    /s/ Cynthia K. Biggers
                    
                    Bowlin
                      Travel Centers, Inc.By:
                    /s/ Kit
                      JohnsonKit
                          Johnson
                        Director
                          of Operations
                        (Retailer)Date Signed:
                    January
                        10, 2007
 10
  **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.
            Adding
                the cost calculation for the price of fuel, which is “the daily rack price
                plus 1.5 cents per gallon”, hereby amends Item 4 of the
                agreement. 2.
            The
                following provision is hereby added to the last paragraph of Item
                5 after
                the wording “...Retailer shall keep...”: “for the amount of time indicated by
                governmental guidelines for such items”. 3.
            The
                last sentence of Item 13 is deleted in its
                entirety. 4.
            Item
                15 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.” 5.
            Item
                16 is deleted in its entirety, as it is Null and
                Void. 6.
            Item
                19 A. is hereby amended by deleting the phrase “containing a waiver of
                subrogation in favor of Supplier on Retailer’s workers’ compensation
                policies”. 7.
            Item
                19 B. add the phrase “to require notice to Supplier if Retailer changes
                policy coverage”.  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


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