Exhibit 10.32

------------ ---------- -------- ---------- --------- -------  -------  --------
  PRINCIPAL  LOAN DATE  MATURITY  LOAN NO   CALL/COLL ACCOUNT  OFFICER  INITIALS
$2,000,00.00 07-10-2003          1000139549                      ***
------------ ---------- -------- ---------- --------- -------  -------  --------

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations.

--------------------------------------------------------------------------------

Borrower: BOWLIN TRAVEL CENTERS, INC.  Lender: BANK OF THE WEST
          150 Louisiana Boulevard NE           Now Mexico Business Banking #223M
          Albuquerque. NM 87108                500 Marquette, 14th Floor
                                               Albuquerque. NM 87102
                                               (888) 457-2692
================================================================================

PRINCIPAL AMOUNT: $2,000,000.00                      DATE OF NOTE: JULY 10, 2003

PROMISE TO PAY. BOWLIN TRAVEL CENTERS, INC. ("Borrower") promises to pay to BANK
OF THE WEST  1"Lender"1,  or order,  in  lawful  money of the  United  States of
America,  on  demand,  the  principal  amount of Two  Million  & 00/100  Dollars
(82,000,000.001 or so much as may be outstanding,  together with Interest on the
unpaid  outstanding  principal  balance  of  each  advance.  Interest  shall  be
calculated from the date of each advance until repayment of each advance.

PAYMENT.  Borrower will pay this loan Immediately upon Lender's demand.  Payment
In full is due  immediately  upon  Lender's  demand.  Borrower  will pay regular
monthly  payments of all accrued  unpaid  Interest due as of each payment  date,
beginning  August 10, 2003, with all subsequent  Interest  payments to be due on
the same day of each month after that.  Unless  otherwise  agreed or required by
applicable law,  payments will be applied first to any unpaid  collection costs;
than to any late  charges;  then to any  accrued  unpaid  Interest;  and then to
principal.  The  annual  Interest  rate for this Note is  computed  on a 366/360
basis; that Is, by applying the ratio of the annual Interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal  balance is  outstanding.  Borrower will pay
Lender at  Lender's  address  shown  above or at such other  place as Lender may
designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on  changes  in an index  which is the Bank of the West Prime
Rate (the  'Index"1.  The Index is not  necessarily  the lowest rate  charged by
Lender on Its loans  and Is set by Lender in its sole  discretion.  If the Index
becomes  unavailable  during  the term of this  loan,  Lender  may  designate  a
substitute index after notifying Borrower. Lender will tell Borrower the current
Index rate upon Borrower's request. The interest rate change will not occur more
often than each day.  Borrower  understands  that Lender may make loans based on
other rates as well.  The  Interest  rate to be applied to the unpaid  principal
balance  of this Note will be at a rate  equal to the  Index.  NOTICE:  Under no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments will not,  unless agreed to by Lender in writing,  relieve  Borrower of
Borrower's  obligation to continue to make payments of accrued unpaid  interest.
Rather,  early payments will reduce the principal  balance due.  Borrower agrees
not to send  Lender  payments  marked  'paid in full",  "without  recourse",  or
similar language. If Borrower sands such a payment, Lender may accept it without
losing any of  Lender's  rights  under  this  Note,  and  Borrower  will  remain
obligated to pay any further amount owed to Lender.  All written  communications
concerning  disputed  amounts,  Including any check or other payment  instrument
that indicates that the payment constitutes "payment in full' of the amount owed
or that Is tendered with other conditions or limitations or as full satisfaction
of a disputed  amount  must be mailed or  delivered  to:  BANK OF THE WEST,  New
Mexico  Business  Banking if223M,  500 Marquette,  14th Floor,  Albuquerque,  NM
87102.

LATE CHARGE. If a regularly  scheduled interest payment is 15 days or more late,
Borrower  will  be  charged  5.00096  of the  unpaid  portion  of the  regularly
scheduled payment. If Lender demands payment of this loan, and Borrower does not
pay the loan in full within 16 days after Lender's demand. Borrower also will be
charged  6.00096 of the unpaid  portion of the sum of the unpaid  principal plus
accrued unpaid Interest.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at its  option,  may, if  permitted  under  applicable  law,
increase the variable interest rate on this Note to 5.000 percentage points over
the Index.  The  interest  rate will not exceed the maximum  rate  permitted  by
applicable law.

DEFAULT.  Each of the following shall  constitute an event of default ("Event of
Default") under this Note:

Payment Default. Borrower falls to make any payment when due under this Note.

   Payment Default. Borrower falls to make any payment when due under this Note.

   Other  Defaults.  Borrower fails to comply with or to perform any other term,
   obligation,  covenant or  condition  contained  in this Note or in any of the
   related  documents,  or to comply  with or to perform  any term,  obligation,
   covenant or condition  contained In any other  agreement  between  Lender and
   Borrower.

   Default In Favor of Third Parties. Borrower or any Grantor defaults under any
   loan, extension of credit,  security agreement,  purchase or sales agreement,
   or any other  agreement,  in favor of any other  creditor  or person that may
   materially affect any of Borrower's  property or Borrower's  ability to repay
   this Note or  perform  Borrower's  obligations  under this Note or any of the
   related documents.

   False Statements. Any warranty, representation or statement made or furnished
   to Lender by Borrower or on Borrower's  behalf under this Note or the related
   documents is false or  misleading in any material  respect,  either now or at
   the  time  made or  furnished  or  becomes  false or  misleading  at any time
   thereafter.

   Insolvency. The dissolution or termination of Borrower's existence as a going
   business,  the insolvency of Borrower,  the appointment of e receiver for any
   part of Borrower's property, any assignment for the benefit of creditors, any
   type of creditor  workout,  or the  commencement of any proceeding  under any
   bankruptcy or Insolvency laws by or against Borrower.

   Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture
   proceedings, whether by judicial proceeding,  self-help,  repossession or any
   other  method,  by any  creditor of Borrower  or by any  governmental  agency
   against any collateral  securing the loan. This includes a garnishment of any
   of Borrower's  accounts,  including deposit accounts,  with Lender.  However,
   this  Event of Default  shall not apply if there is a good  faith  dispute by
   Borrower as to the validity or reasonableness of the claim which is the basis
   of the creditor or forfeiture proceeding and If Borrower gives Lender written
   notice of the creditor or  forfeiture  proceeding  and  deposits  with Lender
   monies or a surety bond for the  creditor  or  forfeiture  proceeding,  in an
   amount  determined by Lender,  in its sole  discretion,  as being an adequate
   reserve or bond for the dispute

   Events Affecting  Guarantor.  Any of the preceding events occurs with respect
   to any guarantor,  endorser,  surety,  or  accommodation  party of any of the
   indebtedness or any guarantor,  endorser, surety, or accommodation party dies
   or becomes incompetent,  or revokes or disputes the validity of, or liability
   under, any guaranty of the indebtedness evidenced by this Note.

<PAGE>
================================================================================

   Change In Ownership.  Any change in ownership of twenty-five percent (25%) or
   more of the common stock of Borrower.

   Adverse Change.  A material  adverse  change  occurs in Borrower's  financial
   condition or Lender  believes the prospect of payment or  performance of this
   Note is impaired.

   Insecurity. Lender in good faith believes itself insecure.

LENDER'S  RIGHTS.  Upon  Lender's  demand,  Lender may declare the entire unpaid
principal balance on this Note and all accrued unpaid interest  immediately due,
and then Borrower WILL pay that amount.

ATTORNEYS' FEES;  EXPENSES.  Lender may hire or pay someone else to help collect
this Note if Borrower does not pay.  Borrower WILL pay Lender that amount.  This
includes,  subject to any limits under applicable law, Lender's  attorneys' fees
and  Lender's  legal  expenses,  whether  or not there is a  lawsuit,  including
attorneys'  fees,  expenses for  bankruptcy  proceedings  (including  efforts to
modify  or  vacate  any  automatic  stay or  injunction),  and  appeals.  If not
prohibited  by  applicable  law,  Borrower  also  WILL pay any court  costs,  in
addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any
action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.

GOVERNING  LAW.  This  Note will be  governed  by,  construed  and  enforced  In
accordance  with federal law and the laws of the State of New Mexico.  This Note
has been accepted by Lender In the State of New Mexico.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the  jurisdiction  of the  courts of the State of New  Mexico,  in the
county in which Borrower's following address is located: 150 Louisiana Boulevard
NE, Albuquerque, NM 87108.

COLLATERAL.  Borrower  acknowledges  this  Note  is  secured  by the  collateral
described in the Amended and Restated  Master Loan Agreement  executed by BOWLIN
OUTDOOR  ADVERTISING & TRAVEL CENTERS  INCORPORATED  and BOWLIN TRAVEL  CENTERS,
INC.  dated  November 10,  2000,  as  subsequently  amended,  together  with all
renewals of, extensions of,  modifications of,  refinancings of,  consolidations
of, and substitutions for the note or loan agreement.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as directions for payment from  Borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may,  but need not,  require  that all oral  requests be  confirmed  in writing.
Borrower  agrees to be liable for all sums either:  (A)  advanced in  accordance
with  the  instructions  of an  authorized  person  or  (B)  credited  to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any  time  may be  evidenced  by  endorsements  on this  Note or by  Lender's
internal  records,  including  daily  computer  print-outs.  Lender will have no
obligation to advance funds under this Note If: (A) Borrower or any guarantor is
in default  under the terms of this Note or any  agreement  that Borrower or any
guarantor has with Lender,  including any agreement made in connection  with the
signing of this Note; (B) Borrower or any guarantor  ceases doing business or is
insolvent;  (C) any  guarantor  seeks,  claims or  otherwise  attempts to limit,
modify or revoke such guarantor's  guarantee of this Note or any other loan with
Lender;  (D)  Borrower  has  applied  funds  provided  pursuant to this Note for
purposes  other than  those  authorized  by Lender;  or (E) Lender in good faith
believes itself insecure.

FEES. As a condition precedent to the effectiveness of the Note, Borrower agrees
to pay Lender a Loan Fee of 610,000.00 and a Documentation Fee of $250.00.

ANNUAL FEE. Once every twelve (12) months during the term of this Note, Borrower
shall pay to Lender,  on demand,  an annual fee in an amount equal to 810,000.00
which fee shall represent an unconditional and  nonrefundable  payment to Lender
in consideration of Lender's agreement to enter into this Note.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs,  personal  representatives,  successors and assigns,  and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise  expressly stated in writing,  no party
who signs  this  Note,  whether  as  maker,  guarantor,  accommodation  maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender's security  interest in the collateral;  and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan  without the consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:

BOWLIN TRAVEL CENTERS, INC.

By: /s/ Michael L. Bowlin
    -----------------------------------
Michael L Bowlin, President of BOWLIN TRAVEL CENTERS, INC.
================================================================================
LASER PRO Lending,  Ver.  5.22.10.005 Copr.  Harland Financial  Solutions,  Inc.
1997, 2003. All Rights Reserved. NM C:\CFI\LPL\D20.FC TR-14383 PR-51

<PAGE>

   FIRST AMENDMENT DATED EFFECTIVE JULY 10, 2003, TO THE AMENDED AND RESTATED
             MASTER LOAN AGREEMENT DATED EFFECTIVE NOVEMBER 10, 2000

     This First  Amendment dated effective July 10, 2003, is made between BOWLIN
TRAVEL  CENTERS,  INC. and BANK OF THE WEST to the Amended and  Restated  Master
Loan Agreement dated effective November 10, 2000 (the "Agreement").

     1.   This Amendment is allowed by Section 7.07 of the Agreement.

     2.   Bank of the West, a California banking  corporation,  has acquired the
entire right, title, and interest of First Security Bank of New Mexico, N.A., in
and  to the  Agreement,  and  to  each  of the  Loan  Documents,  including  all
outstanding Notes.

     3.   All capitalized terms have the meaning defined in the Agreement unless
a specific definition of such term is contained in this Amendment.

     4.   The term "Bank", as used in the Agreement,  as amended, now means Bank
of the West,  a California  banking  corporation,  the  successor in interest to
First  Security  Bank of New  Mexico,  N.A.,  and  includes  Bank of the  West's
successors and assigns.

     5.   The term "Borrower(s)" means Bowlin's Travel Centers,  Inc. ("BTC") as
defined  in the  Agreement.  Borrower(s)  no longer  includes  Bowlin's  Outdoor
Advertising  and  Travel  Centers  &  Travel  Centers  Incorporated  ("BOA")  as
originally defined in the Agreement;

     6.   BOA and or its assets have previously been sold and all obligations of
the Borrower to the Bank related to BOA outdoor advertising  operation have been
paid and the collateral specific to such loans previously released.

     7.   Attached  as  REPLACEMENT  EXHIBIT  1.11 is a list of the Notes  which
remain  subject  to the  Agreement  on the  effective  date of  this  Amendment.
Replacement  Exhibit 1.11 includes the new $2,000,000  Demand  Revolving Note to
BTC dated  effective  July 10,  2003  which  replaced  the  $1,000,000  BTC RLOC
referenced in Section 5.02(b).

     8.   The Borrower had  previously  requested,  and the Bank had  previously
agreed that the real property and  collateral  identified in Exhibit 5.01 (b) to
the Agreement as: Alamogordo Travel Center,  U.S. Highway 70, Otero County,  New
Mexico,  be  released  by the  Bank as  collateral  for the  Loan.  The Bank has
released its Mortgage on such property.

     9.   The parties agree that Subsection  3.02(c) of the Agreement is deleted
and the restriction contained therein is no longer effective.

     10.  The parties  acknowledge  that Mr. Chris Bess is no longer an employee
of BTC  Subsection  3.02(g) of the  Agreement  is  replaced  with the  following
language:

<PAGE>

     The Bank is relying, as a material factor to grant the changes contained in
this  Amendment,  including  the release of the  Alamogordo  collateral,  on the
experience  and  expertise  of Michael  Bowlin as executive  management  of BTC.
Therefore,  in the event he is,  for any  reason,  no longer  willing or able to
serve as  executive  management  for the  Borrower for any reason other than his
death or  incapacity,  the Bank  shall  have the  option,  upon 30 days  written
notice,  to  declare  all sums due and  owing  under  the  Notes,  and all other
Obligations of the Borrower  immediately due and payable in full and the failure
to pay all such amounts within 5 days of the date due shall  constitute an Event
of Default under section 6.01 (a) of this Agreement.

     11.  All references including all covenants, conditions and restrictions in
the Agreement, which reference BOA are eliminated and any covenants,  conditions
or  restrictions  which refer to both BOA and BTC, refer only to BTC as the sole
remaining Borrower.

     12.  The  language of Section 5.03 is replaced by the  following  corrected
language:

          5.03  COMMITMENTS  AND REVOLVING  NOTES.  There are no  commitments or
          obligations by the Bank to fund any notes, loans, or credit facilities
          to BTC except the  $2,000,000  Demand  Revolving  Note and the $75,000
          letter of credit as referenced in  Replacement  Exhibit 1.11.  Exhibit
          5.03 is deleted.

     13.  The Agreement,  except as modified by this  Amendment  remains in full
force and effect.


     BORROWER:                                  BANK:

     Bowlin Travel Centers, Inc.                Bank of the West

     By: /s/ Michael L. Bowlin                  By: /s/ Karl Jarvis
         -------------------------------            ----------------------------
     Michael L. Bowlin, President               Karl Jarvis, Assistant Vice
                                                President


                                       2

<PAGE>

                               EXHIBIT 1.11 TO THE
              FIRST AMENDMENT DATED EFFECTIVE JULY 10, 2003, TO THE
                AMENDED AND RESTATES MASTER LOAN AGREEMENT DATED
                                    EFFECTIVE
                                NOVEMBER 10, 2000


                    Committed         Current
    Note #        Not Disbursed      Outstanding         Rate        Maturity
                                      Balance
--------------    -------------     -------------      --------      --------

     59           $   75,000.00*    $        0.00        N/A         12/29/04

     75                  N/A        $  714,858.02       4.00%        10/15/13

     83                  N/A        $  421,060.20       4.00%        10/15/13

    109                  N/A        $  352,186.58       4.00%        11/01/05

    117                  N/A        $  562,423.16       4.00%        11/01/05

    125                  N/A        $1,642,196.35       4.1325%      11/10/05

To be assigned    $2,000,000.00     $        0.00       4.00%         Demand

-------------------
* Standby Letter of Credit issued to Exxon