EXHIBIT 10.33

                           PURCHASE AND SALE AGREEMENT

     THIS  AGREEMENT  is made this 30th day of  October,  2003,  by and  between
BOWLIN TRAVEL CENTERS,  INC.,  (formerly  known as Bowlin Outdoor  Advertising &
Travel Centers Incorporated),  a Nevada corporation,  currently of 150 Louisiana
Blvd., N.E., Albuquerque,  New Mexico 87108,  hereinafter called the SELLER, and
WILLIAM  D.  KENNON and  DEMING  FAST  FOODS,  INC.,  a New Mexico  corporation,
currently of 908 S. Platinum, Deming, New Mexico 88030, hereinafter collectively
called the BUYER, WITNESSETH:

     1. For the total  consideration  of One Hundred  Sixty  Thousand and 00/100
Dollars  ($160,000.00),  referred to as the "PRICE",  to be paid as  hereinafter
specified,  Seller does hereby  contract  and agree to sell to Buyer by good and
sufficient  warranty  deed,  free and clear of all liens and  encumbrances,  and
Buyer does hereby contract, covenant and agree to purchase by warranty deed from
Seller, for the Price, the real estate described on the attached EXHIBIT A which
is incorporated herein by reference.

     The real  estate  described  in the  attached  EXHIBIT A shall be  conveyed
together with all improvements thereon, if any, and all water rights appurtenant
thereto, if any.

     The real  estate  described  in the  attached  EXHIBIT A shall be  conveyed
subject to reservations contained in the patent and all covenants, easements and
restrictions, if any, of record or apparent from an inspection of the property.

     The real estate  described in the attached EXHIBIT A is commonly known as a
Dairy Queen restaurant business located at 1414 East Spruce, Deming, New Mexico.
The sale of the real estate and any  improvements  thereon  described  above and
more  particularly  described in EXHIBIT A includes  the sale of the  furniture,
fixtures  and  equipment  used in the  operation  of the Dairy Queen  restaurant
business.  The real estate and its improvements and the furniture,  fixtures and
equipment are  collectively  referred to herein as the  "PROPERTY".  Seller will
convey the  furniture,  fixtures  and  equipment  to Buyer at closing by bill of
sale.

     2. Buyer shall pay the Price to Seller in the following manner:

     One Hundred Fifty Thousand and 00/100 Dollars ($150,000) of the Price shall
be paid to Seller, in cash or cashier's check at the time of closing.

     The balance of the Price shall be paid by Buyer under a promissory  note in
favor of Seller which note shall be unsecured and shall be financed at a rate of
seven  percent  (7%) per annum with one  BALLOON  PAYMENT of the  principal  and
interest due and payable on the one (1) year  anniversary of the date of Closing
(the "NOTE" herein).

     3.  Closing of this  transaction  shall  occur at the office of Luna County
Title  Company  on  October  30,  2003 or at such  earlier  time as is  mutually
convenient to the Buyer and the Seller.


<PAGE>

     4.  Seller  shall  furnish  to Buyer an owners  policy  of title  insurance
reflecting  merchantable  title  vested  in  Buyer,  subject  only  to:  (1) the
recording of deed from Seller to Buyer,  and (2) the  reservations  contained in
the patent, covenants, conditions, restrictions and easements of record, if any,
or apparent  from an  inspection  of the  property;  and with only the usual and
normal exceptions  appearing in title insurance policies commonly issued in Luna
County, New Mexico.

     If at the time of  closing  Seller  is unable to  furnish  title  insurance
reflecting  merchantable  title because of a title defect,  then Seller shall be
allowed an additional  fifteen (15) days in which to cure the defect(s).  If the
defect(s) is cured within that time then the transaction shall be closed as soon
as is  possible  thereafter  and  there  shall  be no  adjustment  of any  other
provision of this  contract but if the defect(s) is not cured at the end of that
time, then the Buyer at the Buyer's own sole election may either: (1) accept the
title in the  condition in which it then exits in which case Seller shall convey
the title to Buyer as it then exists and Seller,  and Seller's  heirs,  personal
representative  and estate shall have no liability for breech of any warranty as
concerns the defect  accepted by Buyer and there shall be no  adjustment  to the
price or any other  provision of this contract;  or, (2) terminate this contract
in which case this contract  shall then be null and void and of no further force
and effect.

     If  Seller  shall be vested  with  merchantable  title but shall  refuse to
execute a warranty deed or complete the closing,  then Buyer at Buyer's election
and upon ten (10) days written  notice to Seller may pursue any remedy  afforded
by law, including an action for specific  performance hereof, all cost of which,
including  reasonable  attorney's  fees,  shall be recovered  by the  prevailing
party.

     5. All state and county taxes,  together with all other lawful  assessments
to and  including  December 31, 2002 shall be paid by Seller.  For the year 2003
all such taxes and assessments,  including any applicable EBID charges, shall be
prorated  between  Seller  and Buyer as of the date of  closing  with each party
paying those taxes and  assessments  applicable to their period of record title.
Buyer shall be solely responsible for all state and county taxes and assessments
accruing after the date of closing.

     6. Seller shall furnish  Buyer with a copy of the latest legal  description
of the Property  which is in the  possession of the Seller.  Buyer shall pay for
any survey of the property desired by Buyer.

     7. Buyer shall be entitled to possession of the Property  after the closing
and the delivery of the deed to Buyer and the Price to Seller as is contemplated
herein;  provided,  however,  if the deed and Price are  delivered  to the Title
Company at the  closing  and if the Title  Company  will hold the Price  pending
clearing of funds,  recording of the deed or other documents,  then the delivery
of the deed and the  Price to the Title  Company  shall be the  "closing"  as is
described herein and Buyer shall then be entitled to immediate  possession.  All
risk of loss  shall  pass to  Buyer  at the  time  when  Buyer  is  entitled  to
possession.

     8.  Buyer  acknowledges  that  Buyer has  examined  the  Property,  and any
improvements  thereon,  and is purchasing  and accepting the Property in "AS IS"


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<PAGE>

condition upon Buyer's own examination,  inspection and judgment and not through
any  representations  or  warranties  made to Buyer by  Seller  or any  agent of
Seller, except that Seller has and will warrant Seller's title to the Property.

     Buyer further  acknowledges that Seller is selling the Property  subsequent
to Seller's  termination  of a Real Estate Escrow  Contract  between  Seller and
another party for the purchase of the Property.  Said  termination was effective
as of April 21,  2003.  Buyer  acknowledges  that  Seller has not been  actively
involved  in the  operation  of the  business  and  that  Seller  is  making  no
representations  or warranties  concerning  the Property or its prior  operation
including  issues of liens that may attach as a result of the prior operation of
the business.  Seller shall provide good and  merchantable  title at the time of
Closing,  but in no way  represents  or warrants  that future  liens will not be
asserted  against  the  Property  as a result  of the  prior  operation.  Seller
represents  that there may be New Mexico  gross  receipts tax due as a result of
the prior  operation and Seller agrees to be responsible for the payment of such
gross  receipts  tax should they become due and a payment for same be  demanded.
The Parties  acknowledge that Buyer has put substantial work and improvements in
the  Property  since the  beginning  of these  contract  negotiations  and Buyer
represents  that no liens have attached to the Property as a result of such work
and that no liens will attach to the  Property in the future as a result of such
work or improvements or through any other act of Buyer until the Note is paid in
full and the  franchise  transfer  is  complete - both as are more fully set out
herein. These provisions shall survive the closing of this transaction.

     9. At closing Seller will convey the  furniture,  fixtures and equipment to
Buyer by bill of sale.

     10. Buyer and Seller shall cooperate in effectuating the timely transfer of
the Dairy Queen franchise  license from Seller to Buyer. A copy of Dairy Queen's
Steps to Complete  Transfers  is attached  hereto as EXHIBIT B and  incorporated
herein by  reference.  Seller  agrees to pay the  transfer  fees of Dairy  Queen
involved  therewith.  This duty of cooperation shall survive the closing of this
transaction.

     11. Seller shall pay the cost of title insurance policy referred to above.

     Seller shall pay the fees of the Title Company for the closing.

     Seller  shall pay the fees for  preparation  of the  Contract  for Sale and
Purchase  and  all  other   documents   associated  with  the  Closing  of  this
transaction,  including, but not limited to, the warranty deed, bill of sale and
franchise transfer  documents  (hereinafter  collectively  referred to as "Other
Documents").

     Seller shall pay all recording costs.

     Buyer shall pay all costs  associated with any financing  acquired by Buyer
to effectuate this purchase including, without limitation,  appraisal fees, loan
document preparation, and recording costs for any security documents required by
Buyer's lender, if any.


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<PAGE>

     12.  The  Price for the  Property  shall be  allocated  by the  parties  in
accordance  with the allocation  method required by Section 1060 of the Internal
Revenue Code of 1986,  as amended (the "CODE").  The parties shall  cooperate to
comply with all substantive  and procedural  requirements of Section 1060 of the
Code and any regulations  thereunder,  and the allocation  shall be adjusted if,
and to the extent,  necessary to comply with the requirements of Section 1060 of
the Code.

     The Parties anticipate the following allocation:

     Real Property - $50,000
     Franchise - $25,000
     Furniture, Fixtures & Equipment - $85,000

     Buyer will take title of the real property under the name William D. Kennon
and will take title of the other assets under the name Deming Fast Foods, Inc.

     13.  Buyer and Seller each  represent to the other that neither has engaged
the  services  of any  Realtor  or other  agent and that no fee,  commission  or
compensation  of any other  kind is due any  agent,  finder  or  anyone  else on
account of this transaction.  Each of the parties hereby agrees to indemnify and
hold the other harmless from any claim or demand by anyone  alleging to be their
agent and claiming a fee,  commission  or other  compensation  by reason of this
transaction.

     14. Time is of the essence  hereof.  This Agreement shall be binding on the
parties  hereto,  their  heirs,  personal  representatives,  administrators  and
assigns.  This Agreement  constitutes the entire  agreement  between the parties
with respect to the Property and it supersedes and replaces any prior agreement,
whether  written or oral.  This agreement may not be modified except in writing.
The validity of this  Agreement and any of its terms or  provisions,  as well as
the rights and duties of the parties  under this  Agreement,  shall be construed
pursuant to and in accordance  with the laws of the State of New Mexico  without
regard to  conflict  of laws  principals.  This  Agreement  may be  executed  in
multiple counterparts.

     15.  This offer  shall  expire  unless it is  accepted  prior to 5:00 PM on
October 30, 2003. This offer shall be accepted by Buyer  delivering to Seller or
Seller's  attorney a copy of this agreement  with the original  signature of the
Buyer;  PROVIDED  HOWEVER that a copy of the  executed  original may be faxed to
Seller or Seller's attorney within the allowable time. If accepted by fax, Buyer
shall promptly deliver to Seller or Seller's attorney the copy of this Agreement
bearing the original  signature of Buyer.  Seller's  attorney is Dana M. Kyle of
the Firm of MILLER STRATVERT P.A., Las Cruces,  New Mexico,  whose fax number is
(505)-526-2215 and whose telephone number is (505)-523-2481.


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed the same in triplicate
on the day and year herein first written.

SELLER:                                     BUYER:

BOWLIN TRAVEL CENTERS, INC.


By: /s/ Kit Johnson                         /s/ William D. Kennon
   --------------------------------         ------------------------------------
Kit Johnson, Director of Operations         William D. Kennon
                                            SS# for identification of Buyer:
                                            XXX-XX-XXXX

                                            AND

                                            DEMING FAST FOODS, INC.

                                            /s/ William D. Kennon
                                            ------------------------------------
                                            William D. Kennon, President

STATE OF NEW MEXICO    )
                       )ss.
COUNTY OF LUNA         )

     On this 30th day of  October,  2003,  before  me  personally  appeared  Kit
Johnson,  Director of Operations of Bowlin Travel Centers,  Inc., to me known to
be the person  described  in and who  executed  the  foregoing  instrument,  and
acknowledged that he executed the same as his free act and deed.

My Commission Expires:
July 14, 2006                               /s/ Gregg C. Floyd
----------------------                      ------------------------------------
                                            Notary Public


STATE OF NEW MEXICO    )
                       )ss.
COUNTY OF LUNA         )

     On this 30th day of October, 2003, before me personally appeared William D.
Kennon to me known to be the person  described in and who executed the foregoing
instrument, and acknowledged that he executed the same as his free act and deed.

My Commission Expires:
July 14, 2006                               /s/ Gregg C. Floyd
----------------------                      ------------------------------------
                                            Notary Public


                                       5

<PAGE>

STATE OF NEW MEXICO    )
                       )ss.
COUNTY OF LUNA         )

         On this  30th day of  October,  2003,  before  me  personally  appeared
William  D.  Kennon,  President  of  Deming  Fast  Foods,  Inc.,  a  New  Mexico
corporation,  on  behalf  of said  corporation,  to me  known  to be the  person
described in and who executed the foregoing instrument, and acknowledged that he
executed the same as his free act and deed.

My Commission Expires:
July 14, 2006                               /s/ Gregg C. Floyd
----------------------                      ------------------------------------
                                            Notary Public


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<PAGE>

                                  BILL OF SALE

KNOW ALL MEN BY THESE PRESENT:

     That the undersigned, BOWLIN TRAVEL CENTERS, INC., formerly known as BOWLIN
OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED, a Nevada corporation, of P.O.
Box 1409,  Mesilla Park, New Mexico 88047,  County of Luna, State of New Mexico,
"Seller" herein (whether singular or plural, masculine, feminine, or neuter, and
referred  to  herein  by the  masculine  singular  pronoun)  for and in good and
adequate  consideration as identified in the Purchase  Agreement entered into by
and between  Seller and WILLIAM D.  KENNON and DEMING  FAST FOODS,  INC.,  a New
Mexico corporation, dated October 30, 2003, the receipt and sufficiency of which
is hereby acknowledged,  has granted,  bargained and sold, and by these presents
does  grant,  bargain  and sell unto  DEMING  FAST  FOODS,  INC.,  a New  Mexico
corporation,  of 908 South Platinum,  Deming, New Mexico 88030,  County of Luna,
State  of  New  Mexico,  all  of  the  personal  property,   including,  without
limitation,  the  furniture,  fixtures  and  equipment,  which  is  used  in the
operation of the Dairy Queen business located at 1414 East Spruce,  Deming,  New
Mexico,  and which is presently  located at such property,  all of which is free
and clear of any lien or encumbrance.

     Buyer  acknowledges that Buyer has inspected the personal property which is
the subject of this Bill of Sale and accepts it in its current condition without
any representation or warranties of Seller.

     TO HAVE AND TO HOLD, all singular,  the goods and chattels above  bargained
and sold unto the said Buyer, its successors and assigns,  forever.  The Seller,
for itself, its heirs, executors,  administrators and assigns, all and singular,
the said goods and chattels  above  bargained and sold unto the said Buyer,  its
successors  and  assigns,  against the Seller and  against all and every  person
whomsoever, shall and will warrant and forever defend.

     IN WITNESS WHEREOF, The Seller has hereunto set its hand and seal this 30th
day of October, in the year 2003.

                                      BOWLIN TRAVEL CENTERS, INC.
                                      By: /s/ Kit Johnson
                                          --------------------------------------
                                          Kit Johnson, Director of Operations

<PAGE>

                                    EXHIBIT A

                         TO PURCHASE AND SALE AGREEMENT

                      LEGAL DESCRIPTION OF DEMING PROPERTY


The east 97.00 feet of the south  10.00 feet of the north  150.00  feet,  of the
un-numbered Block of the WHITTENBERG  SUBDIVISION,  an addition to Deming,  Luna
County, New Mexico, further described as follows:

     Commencing  at  the  northeast  corner  of  the  Un-numbered  Block  of the
Whittenberg Subdivision, which point is 50.00 feet south and 295.00 feet east of
the N1/4 corner of Section Thirty-Five (35),  Township  Twenty-Three (23) South,
Range  Nine  (9)  West,  N.M.P.M.,  as  shown  on the  plat  of the  Whittenberg
Subdivision:

     Thence  southerly on the east line of the Un-numbered  Block, a distance of
140.00 feet to the Northeast corner of this tract and NEW POINT OF BEGINNING;

     Thence continuing southerly,  a distance of 10 feet to the Southeast corner
of this tract;

     Thence westerly,  on a line parallel with the north line of the Un-numbered
Block, a distance of 97.00 feet, to the southwest corner of this tract;

     Thence northerly,  on a line parallel with the east line of the Un-numbered
Block, a distance of 10.00 feet to the northwest corner of this tract;

     Thence easterly,  on a line parallel with the north line of the Un-numbered
Block, a distance of 97.00 feet to the point of beginning.