Unassociated Document


    EXHIBIT
      10.35

     

    Casa
      Tierra Title Company

    GF
      #
      00050591 

    


    REALTORS®
      ASSOCIATION OF
      NEW MEXICO 

    REAL
      ESTATE CONTRACT

    


    WARNING:
      THIS IS NOT A PURCHASE AGREEMENT. This Real Estate Contract (this “Contract”)
      has the effect of actually transferring equitable title to real
      estate.

    


    This
      form
      does not contain disclosures required by Federal Reserve Regulation Z and
      Consumer Protection Act “Truth in Lending”. Use this form only in conjunction
      with another instrument incorporating the required disclosures or for
      transactions exempt from the Act. 

    


    THIS
      CONTRACT IS MADE on September 1, 2005 (the “Effective Date”),
      by BOWLIN TRAVEL CENTERS INC., a Nevada corporation (“Seller”)
      whose address is 150 LOUISIANA N.E., ALBUQUERQUE, NM 87108 and
LOST RIVER ESTATES LLC (“Buyer”) whose address is P.O.
      BOX 1026, CLOUDCROFT, NM 88317 who is purchasing as: 

    TENANTS
      IN COMMON o   JOINT
      TENANTS o   
      OTHER o 
      ________________________________________________

    Seller
      and Buyer agree:

    


    
      	1.	
              SALE:
                Seller sells to Buyer the following described real estate (the
                “Property”):

              
                LA
                  LUZ GATE ROAD/HIGHWAY 54/70, Alamogordo, NM 88310 

                See
                  Exhibit A attached hereto and made a part
                  hereof.

              

            


    

    


    or
      see
      metes and bounds description attached as Exhibit A, OTERO County, New Mexico.
      Subject to reservations, restrictions, covenants, easements of record, taxes
      and
      assessments and the “Prior Obligations” (the “Permitted Exceptions”).


    


    
      	2.	
              PRICE
                AND PAYMENT.

            


    

     

    
      	
            	
              A.

            	
              BUYER
                WILL PAY:

            


    

     

    
      
        	 CONTRACT SALE
                PRICE 	 	
                $ 120,000.00

              	 
	 (Total of Down Payment,
                Assumed Prior Obligations and Balance Due Seller)	 	 
	 (One
                Hundred Twenty Thousand And
                00/100	Dollars)
	 	 	 	 	 
	(1)	DOWN PAYMENT	 	
                 $ 20,000.00

              	 
	 	TWENTY
                THOUSAND DOLLARS AND 00/100	Dollars)
	 	 	 	 	 
	(2)	ASSUMED PRIOR OBLIGATIONS	 	
                 $ 
                  N/A

              	 
	 	(N/A	 	 	Dollars)
	 	 	 	 	 
	(3)	BALANCE DUE SELLER (including
                wrapped Prior Obligations)	
                 $ 100,000.00

              	 
	 	(ONE
                HUNDRED THOUSAND DOLLARS AND 00/100	Dollars)
	 	 	 	 	 


      
      

    PAYABLE
      AS FOLLOWS: 

    THIS
      REAL
      ESTATE CONTRACT IS TO BE PAID TO SELLER THROUGH ESCROW IN EQUAL MONTHLY
      INSTALLMENTS OF $666.67 INTEREST ONLY. PRINCIPAL TO BE REDUCED ANNUALLY AS
      FOLLOW: $4,000.00 PRINCIPAL REDUCTION ON 12TH PAYMENT, $24,000.00 REDUCTION
      ON
      24TH, 36TH & 48TH MONTHLY INSTALLMENTS. BALANCE DUE AND PAYABLE ON THE 60TH
      PAYMENT

    


    
      REALTORS®
        Association of New Mexico (RANM) makes no warranty of the legal effectiveness
        or
        validity of this form and disclaims any liability for damages resulting from
        its
        use. By use of this form the parties agree to the limitations set forth in
        this
        paragraph. The parties hereby release RANM, the real estate brokers, their
        agents and employees from any liability arising out of the use of this form.
        You
        should consult your attorney with regards to the effectiveness, validity,
        or
        consequences of any use of this form. The use of this form is not intended
        to
        identify the user as a REALTOR®. REALTORS® is a registered collective membership
        mark which may be used only by real estate licensees who are members of the
        National Association of REALTORS® and who subscribe to the Association’s strict
        Code of
        Ethics

    

     

    
      	RANM Form 2401  Page 1
              of
              9	
              2000
                REALTORS@ Association of New
                Mexico

            	
              Initials: 
                Buyer BAC  
                Seller  MLB

            


    

         

    
      
        

      

    

    
    

    


    REALTORS®
      ASSOCIATION OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    If
      not
      sooner paid pursuant to the terms of this Contract, the entire Balance Due
      Seller shall be due and payable 30 years from the date of the first
      payment.

    


    
      	 	
              B.

            	
              INTEREST
                ON BALANCE DUE SELLER. Except as specifically stated to the
                contrary in Paragraph 2A, the Balance Due Seller will bear interest
                at the
                rate of 8% per year (the “Interest Rate”) from the Effective Date, and the
                payments will be paid to Escrow Agent (named below) and continue
                until the
                entire Balance Due Seller plus any accrued interest due to Seller
                is fully
                paid.

            


    

    


    
      	 	
              C.

            	
              LATE
                CHARGES AND COLLECTION COSTS. Buyer will pay all late charges and
                all collection costs incurred on all Prior Obligations paid directly
                by
                Buyer or through Escrow Agent. A late charge of $100.00 will be due
                and
                payable by Buyer on any payment that is over 5 days overdue. Late
                charges
                will be paid to Seller as additional
                interest.

            


    

    


    
      	 	
              D.

            	
              APPLICATION
                OF PAYMENTS ON BALANCE DUE
                SELLER.

            


    

    


    
      	
            	(1)	
              Initial
                only one of the following two
                paragraphs

            


    

    


    
      	____    
                	
              PERIODIC
                INTEREST. Payments received by Escrow Agent, excepting prepayments,
                will
                be applied to regularly scheduled installments in the order in which
                payments are due and will be credited as though the payments had
                been made
                on heir respective due dates, first to interest and then to the Balance
                Due Seller.

            


    

    


    
      	XXX	
              DAILY
                INTEREST. Payments will be applied as of the date of receipt by Escrow
                Agent, first to accrued interest then to the balance Due
                Seller.

            


    

    


    
      	
            	(2)	
              All
                payments will be assumed to be regular payments, and not prepayments,
                unless otherwise specified by Buyer in writing at the time of delivering
                the payments to Escrow Agent. Buyer may prepay all or any part of
                the
                Balance Due Seller. Any prepayment will be credited first to accrued
                interest, then to the Balance Due Seller, and then to Prior Obligations
                assumed by Buyer. Notwithstanding any prepayments, Buyer will make
                the
                next regularly scheduled payments.

            


    

    


    
      	3.	
              PRIOR
                OBLIGATIONS.

            


    

    


    
      	 	
              A.

            	
              Each
                of the following Prior Obligations is currently outstanding on the
                Property:

            


    

    


    
      	
              No.

            	Type of Lien or Obligation	
              Holder 

            	
              Loan
                Number

            	
              Recording
                Data

            
	 	 	 	 	 
	1.	NONE
              OF RECORD	 	 	 
	2.	 	 	 	 
	3.	 	 	 	 


    

     

    
      	
            	B.	
              IF
                ANY PRIOR OBLIGATIONS ARE CURRENTLY OUTSTANDING ON THE PROPERTY,
                INITIAL
                ANY OF THE FOLLOWING PARAGRAPHS, WHICH APPLY. ONLY THE INITIALED
                PARAGRAPHS WILL APPLY. Seller and Buyer appoint Escrow Agent as
                their Attorney-in-Fact for the limited purpose of obtaining account
                information as needed from the holders of the Prior
                Obligations.

            


    

    


    
      	
            	(1)	
              ASSUMED
                PRIOR OBLIGATIONS.

            


    

    


    
      	___	(a)	
              PAID
                THROUGH ESCROW. Buyer assumes and agrees to pay and perform the
                Prior Obligations in accordance with their terms. Buyer will make
                the
                required payments on the Prior Obligations, together with the required
                payments on this Contract, to Escrow Agent, which will remit the
                payments
                to the proper payee. Buyer will advise Escrow Agent of any change
                in the
                amount of the payment due on any Prior Obligations. When the Balance
                Due
                Seller is fully paid, this Escrow will terminate and Buyer will make
                the
                required payments on the Prior Obligations directly to the
                proper payee.

            


    

    
       

      
        	RANM Form 2401  Page 2
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      
      

    

    


    REALTORS®
      ASSOCIATION OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    This
      Paragraph applies to the following Prior Obligations: 

     

    
      
        

      

    

    
      


      
        	___	(b)	
                PAID
                  DIRECTLY BY BUYER. Buyer assumes and agrees to pay and perform
                  the Prior Obligations in accordance with their terms. Buyer will
                  make the
                  required payments on the Prior Obligations directly to the proper
                  payee.
                  If the Buyer fails to pay the required payments before they become
                  delinquent, Seller may pay the payment. Payment by Seller will
                  not be
                  deemed a waiver of Buyer’s default, and the amount paid by Seller will be
                  immediately due and payable to Seller and will bear interest from
                  date of
                  payment by Seller until paid at the highest Interest Rate provided
                  in
                  Paragraph 2B. This Paragraph applies to the following Prior
                  Obligations:

                
                  

                

              


      

    

    


    
      	 	
              (2)

            	
              WRAPPED
                PRIOR OBLIGATIONS.

            


    

    


    
      	___	(a)	
              PAID
                THROUGH ESCROW. Buyer does not assume and does not agree to pay
                the Prior Obligations. All required payments due on the Prior Obligations
                will be remitted by Escrow Agent to the proper payee out of the payments
                on the Balance Due Seller. If Buyer fails to pay the required payments
                before they become delinquent, Seller may pay the payment. Payment
                by
                Seller will not be deemed a waiver of Buyer’s default, and the amount paid
                by Seller will be immediately due and payable to Seller and will
                bear
                interest from the date of payment by Seller until paid at the highest
                Interest Rate provided in Paragraph 2B. Upon payment of the Balance
                Due
                Seller, Seller will obtain a release of the Property from the lien
                of the
                wrapped Prior Obligations. This Paragraph applies to the following
                Prior
                Obligations:

              
                
 

            


    

    


    
      	___	(b)	
              PAID
                DIRECTLY BY SELLER. Buyer does not assume and does not agree to
                pay the Prior Obligations. Seller will be responsible for all payments
                required under the Prior Obligations and will keep the Prior Obligations
                in good standing. Upon payment of the Balance Due Seller, Seller
                will
                obtain a release of the Property from the lien of the wrapped Prior
                Obligations. This Paragraph applies to the following Prior
                Obligations:

              
                

                 

            


    

    


    
      	4.	
              BUYER
                TO MAINTAIN PROPERTY, PAY INSURANCE, TAXES AND PAVING LIENS; AND
                SELLER’S
                RIGHTS.

            


    

    


    
      	
            	A.	
              MAINTENANCE.
                Buyer will maintain the Property in as good condition as on the Effective
                Date, excepting normal wear and tear. Buyer will obey all applicable
                laws
                governing the use of the property, including but not limited to
                environmental laws.

            


    

    


    
      	
            	B.	
              INSURANCE.
                Buyer will keep the insurable improvements upon the Property insured
                against the hazards covered by fire and extended coverage and public
                liability insurance, with an insurance company satisfactory to Seller
                in
                the amount of:

            


    

    
      	
            	(1)	
              not
                less than the greater of the replacement cost of the improvements
                or the
                Balance Due Seller, for the benefit of Buyer and Seller as their
                interests
                may appear, as to fire and extended coverage;
                and

            


    

    
      	
            	(2)	
              not
                less than RAW LAND as to liability with Seller as additional named
                insured, and Buyer will furnish a copy of the insurance policy or
                certificate of the insurance policy to Seller annually before expiration
                of existing insurance stating that coverage will not be canceled
                or
                diminished without a minimum of 15 days prior written notice to
                Seller.

            


    

    


    
      	
            	C.	
              TAXES.
                The property taxes for the current year have been divided and prorated
                between Seller and Buyer as of the Effective Date and Buyer is responsible
                for and will pay the taxes and assessments of every kind against
                the
                Property. Buyer will have the Property assessed for taxation in Buyer’s
                name. Unless taxes are paid through an escrow account, Buyer will
                send
                copies of paid tax receipts to Seller within 30 days after the taxes
                become due and payable

            


    

    


    
      	
            	D.	
              PAVING,
                UTILITY AND OTHER IMPROVEMENT LIENS AND CHARGES. Subject to
                proration, Buyer assumes any paving, utility or other improvement
                liens or
                charges now or later assessed against the Property and will pay all
                installments of principal and interest thereon that become due after
                the
                Effective Date.

            


    

    


    
      	
            	E.	
              SELLER’S
                RIGHTS. If Buyer fails to pay any amounts (required to be paid)
                by Paragraphs 4 B, C and D before the amounts become delinquent,
                Seller
                may pay the amounts (but is not obligated to do so) for protection
                of the
                Property and Seller’s interest in the Property. Payment of the amounts
                will not be deemed a waiver of the Buyer’s default for failure to pay the
                amounts, and the amounts that have been paid will be immediately
                due and
                payable to Seller, and will bear interest until paid at the highest
                Interest Rate provided in Paragraph
                2B. 

            


    

     

    
      
        	RANM Form 2401  Page 3
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      
      

    

    


    REALTORS®ASSOCIATION
      OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    
      	
              5.

            	
              BUYER’S
                RIGHT TO POSSESSION. Buyer will be entitled to take and retain
                possession of the Property unless and until Buyer’s rights in the Property
                are terminated by Seller, as provided in Paragraph
                8.

            


    

    


    
      	
              6.

            	
              BUYER’S
                RIGHT TO SELL, ASSIGN, CONVEY, OR ENCUMBER. A sale, assignment,
                conveyance or encumbrance of all or any portion of Buyer’s interest in
                this Contract or the Property to any person or entity (an “Assignee”)
                constitutes a Transfer under this
                Contract.

            


    

     

    
      	 	
              A.

            	
              SALE
                WITHOUT CONSENT OF SELLER. A Transfer to an Assignee will not
                require the consent of Seller. Buyer will not, however, be released
                from
                Buyer’s obligations under this Contract by any Transfer under this
                Paragraph. Buyer will deliver a copy of the written evidence of the
                Transfer (the “Transfer Document”) to Escrow
                Agent.

            


    

     

    
      	
            	B.	
              NO
                SALE WITHOUT CONSENT OF SELLER.

              CAUTION:
                THE FOLLOWING PARAGRAPH SEVERELY RESTRICTS THE RIGHT OF BUYER TO
                TRANSFER
                THIS CONTRACT AND THE PROPERTY. To invoke this Paragraph, initial
                where
                indicated. If this Paragraph is initialed, paragraph 6A does not
                apply.

            


    

     

    
      	N/A	
              Transfer
                without payment of the Balance Due Seller will require obtaining
                the prior
                written consent of Seller, which Seller will not unreasonably withhold.
                A
                Transfer without payment of the Balance Due Seller, and without the
                prior
                written consent of Seller, will be an event of default for which
                Seller
                will have the right to send a Default Notice pursuant to Paragraph
                8 and
                to demand payment of the Balance Due
                Seller.

            


    

    Caution:
      If the Property is subject to any prior mortgages, deeds of trust or real estate
      contracts, their provisions should be examined carefully for any conflict with
      Paragraph 6.

    


    
      	
              7.

            	
              TITLE
                INSURANCE OR ABSTRACT. Seller is delivering a Contract
                Purchaser’s Title Insurance Policy to Buyer or Abstract of Title to Escrow
                Agent at the time this Contract is escrowed, showing insurable or
                marketable title to the Property as of the Effective Date, subject
                to the
                Permitted Exceptions, and Seller is not obligated to provide other
                evidence of title,

            


    

    


    
      	
              8.

            	
              SELLER’S
                RIGHTS IF BUYER DEFAULTS.

            


    

    


    
      	
            	A.	
              DEFAULT
                NOTICE. Time is of the essence in this Contract. If Buyer fails
                to pay or perform any obligation of Buyer under this Contract, the
                failure
                will constitute a default and Seller may give notice of default to
                Buyer,
                specifying the default and the curative action required (the “Default
                Notice”), at Buyer’s mailing address as follows: 

              P.O.
                BOX 1026, CLOUDCROFT, NM 88317 or at such other address that
                Buyer may designate by a written, signed statement delivered to Escrow
                Agent. If Seller’s attorney sends a Default Notice, Buyer will pay within
                the time allowed the additional sum of $100.00, plus gross receipts
                tax
                and postage, for Seller’s attorneys fees and costs in connection with
                sending of the Default Notice.

            


    

    


    
      	
            	B.	
              MANNER
                OF GIVING DEFAULT NOTICE. Default Notice will be given in writing
                by certified mail, return receipt requested, and regular first class
                mail,
                addressed to Buyer at the address for Buyer provided in Paragraph
                6A, with
                a copy to Escrow Agent. Default Notice given as provided in Paragraph
                8A
                is sufficient for all purposes, whether or not the Default Notice
                is
                actually received.

            


    

    


    
      	
            	C.	
              BUYER’S
                FAILURE TO CURE DEFAULT RESULTS IN TERMINATION OF BUYER’S EQUITABLE RIGHTS
                IN THE PROPERTY OR ACCELERATION OF BALANCE DUE
                SELLER.

            


    

    
      	
            	(1)	
              If
                Buyer fails or neglects to cure any default within 30 days after
                the date
                Seller’s Default Notice is mailed, then Seller may, at Seller’s option,
                either

            


    

    
      	
            	(a)	
              declare
                the Balance Due Seller to be then due and proceed to enforce payment
                of
                the Balance Due Seller, plus any accrued interest, together with
                reasonable attorneys fees, postage and costs in which case the special
                warranty deed will remain in escrow;
                or

            


    

    
      	
            	(b)	
              terminate
                Buyer’s rights in the Property and retain all sums paid as liquidated
                damages to that date for the use of the Property, and all rights
                of Buyer
                in the Property will end. If the final day for curing the default
                falls on
                a non-business day of Escrow Agent, then the period for curing the
                default
                will extend to the close of business on the next business day of
                Escrow
                Agent. If the Contract is terminated by Seller, Buyer will forfeit
                all
                payments made pursuant to this Contract. Buyer waives any claim to
                the
                payments if a default occurs and Seller elects to terminate Buyer’s rights
                in the Property. If Buyer’s rights in the Property are terminated, Buyer
                waives any and all rights and claims
                for reimbursement for improvements Buyer may have made to the Property.
                Buyer will be liable to Seller to the extent permitted by law for
                failure
                to comply with Paragraph 4A.

            


    

     

    
      
        	RANM Form 2401  Page 4
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      


    

    REALTORS®ASSOCIATION
      OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    
      	
            	(2)	
              acceptance
                by Escrow Agent of any payment tendered will not be deemed a waiver
                by
                Seller of Buyer’s default or extension of the time for cure of any default
                under this Contract.

            


    

    


    
      	
            	D.	
              AFFIDAVIT
                OF UNCURED DEFAULT AND ELECTION OF TERMINATION. A recordable
                affidavit (the “Default Affidavit”) made by Seller, Seller’s agent, or
                Escrow Agent, identifying the parties, stating the legal description
                of
                the Property or the recording date of this Contract, stating the
                date that
                Default Notice was given, stating that the specified default has
                not been
                cured within the time allowed and that Seller has elected to terminate
                Buyer’s right in the Property, and delivered to Escrow Agent, will be
                conclusive proof of the uncured default and election of termination
                of
                Buyer’s rights in the Property. 

            


    

    


    
      	
            	E.	
              BUYER
                BECOMES TENANT. Upon termination of Buyer’s rights in the
                Property, Buyer has no continuing right to possession. If Buyer remains
                in
                possession of the Property after Buyer’s rights in the Property have been
                terminated, Buyer will then become a tenant at will, for a rental
                amount
                equivalent to the regularly scheduled installment payment due and
                payable
                under this Contract, with the first such rental payment due immediately,
                in advance, and such tenancy being subject to termination by either
                party
                upon 30 days separate prior written notice. Seller’s acceptance of rental
                payment will not be deemed a waiver of any of Seller’s rights, nor will it
                constitute any manner of estoppel against
                Seller.

            


    

    


    
      	
            	F.	
              LEGAL
                RIGHT TO EVICT BUYER. A forcible entry and detainer action, in
                addition to any other appropriate legal remedies, may be used by
                Seller,
                if necessary, to obtain possession of the Property following termination
                of Buyer’s rights in the Property and to terminate Buyer’s continued
                possession.

            


    

    


    
      	
            	G.	
              NOTICE
                TO ASSIGNEES. In addition to sending a Default Notice to Buyer,
                Seller will send all Default Notices to all Assignees who have given
                written notice of their name, address, and interest in the Property
                and
                who have provided a copy of the Transfer Document to Escrow
                Agent.

            


    

    


    
      	
            	H.	
              RIGHTS
                AND OBLIGATIONS SURVIVING TERMINATION. In the event the Property
                is rented, upon termination of Buyer’s rights in the Property, Buyer will
                provide an accounting to Seller of any prepaid rents and deposits
                received
                by Buyer from the Property, which obligation will survive termination.
                Notwithstanding the termination of Buyer’s rights to the Property, Buyer
                will be liable to Seller for any failure to maintain the property
                as
                required in Paragraph 4A, as well as for any unpaid taxes or utilities
                liens which survive the termination of Buyer’s rights, prepaid rent, and
                rental deposits.

            


    

    


    
      	9.	
              BINDING
                EFFECT. This Contract will bind and benefit the heirs, devisees,
                personal representatives, successors and assigns of Seller and
                Buyer.

            


    

    


    
      	10.	
              APPOINTMENT
                OF AND INSTRUCTIONS TO ESCROW
                AGENT.

            


    

     

    
      	 	
              A.

            	
              ESCROW
                AGENT.

              Seller
                and Buyer appoint as Escrow Agent: MTN STATES ESCROW
                CO.

            


    

    


    
      	 	
              B.

            	
              ESCROW
                DOCUMENTS. The following papers (the “Escrowed Documents”) are
                placed in escrow: 

            


    

    
      	
            	(1)	
              Signed
                copy of this Contract. 

            


    

    
      	
            	(2)	
              
                Original
                  Warranty Deed signed by Seller.


              

            


    

    
      	
            	(3)	
              
                Original
                  Special Warranty Deed signed by Buyer.


              

            


    

    
      	
            	(4)	
              
                OTHER
                  ESCROW AGREEMENT

              

            


    

     

    
      	 	
              C.

            	
              PRIOR
                OBLIGATIONS. Add the following information, if applicable:
                

            


    

    
      	
            	(1)	
              Name
                and address of mortgagees/escrow agents/servicing agents 

              Account
                or Loan No. 

            


    

    
      	
            	(2)	
              Name
                and address of mortgagees/escrow agents/servicing agents 

              Account
                or Loan No. 

            


    

    
      	
            	(3)	
              Name
                and address of mortgagees/escrow agents/servicing agents 

              Account
                or Loan No

            


    

    


    
      	
            	D.	
              FEES.

            


    

     

    
      
        	RANM Form 2401  Page 5
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      
      

    

    


    REALTORS®
      ASSOCIATION OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    
      	
            	(1)	
              The
                escrow fees of Escrow Agent will be paid as follows:

              
                ALL
                  FEES PAID BY PURCHASER

                If
                  all or part of the fees are paid by Buyer, that amount will be
                  in addition
                  to the amounts due from Buyer provided in Paragraph
                  2.

              

            


    

    
      	
            	(2)	
              Escrow
                Agent will accept all amounts paid in accordance with this Contract
                and
                remit the amounts received (less applicable escrow fees) as
                follows:

              
                BOWLIN
                  TRAVEL CENTERS, INC.

                150
                  LOUISIANA NE 

                ALBUQUERQUE,
                  NM 87108

              

            


    

    


    
      	
            	E.	
              ACCEPTANCE
                OF PAYMENTS. All payments will be deemed provisionally accepted
                when tendered, subject to determination by Escrow Agent of the correct
                amount and the timeliness of the payment. After each Default Notice
                is
                mailed to Buyer and any Assignee, pursuant to Paragraph 8, and a
                copy is
                furnished to Escrow Agent, Escrow Agent will not accept less than
                the full
                amount of the sum stated as due in the Default
                Notice.

            


    

    


    
      	
            	F.	
              RELEASE
                AND DELIVERY OF ESCROWED DOCUMENTS. Upon full payment of the
                Balance Due Seller and full performance under this Contract by Buyer,
                other than payment of the assumed Prior Obligations, Escrow Agent
                is
                directed to release and deliver the Escrowed Documents to
                Buyer.

            


    

    


    
      	
            	G.	
              DEFAULT
                BY BUYER. If Seller or Seller’s agent delivers a Default
                Affidavit to Escrow Agent, then Escrow Agent will release and deliver
                the
                Escrowed Documents to Seller. Escrow Agent will be entitled to rely
                on the
                Default Affidavit as conclusive proof of
                termination.

            


    

    


    
      	
            	H.	
              CHANGES
                IN ESCROW FEES. Escrow Agent may charge its standard escrow fees
                current as of the date the service is rendered, but all changes will
                become effective only after 60 days written notice to the party or
                parties
                paying the fee of Escrow Agent.

            


    

    


    
      	
            	I.	
              INDEMNIFICATION.
                Seller and Buyer and any Assignee will each indemnify and save harmless
                Escrow Agent against all costs, damages, attorneys fees, expenses
                and
                liabilities which Escrow Agent may incur or sustain in connection
                with
                this Contract, including any interpleader or declaratory judgment
                action
                brought by Escrow Agent but not for the failure of Escrow Agent to
                comply
                with this Paragraph 10 or the negligence or intentional act of Escrow
                Agent. 

            


    

    


    
      	
            	J.	
              RESIGNATION
                BY ESCROW AGENT. Escrow Agent may resign as Escrow Agent, by
                giving Seller and Buyer 60 days written notice of intent to resign.
                Seller
                and Buyer will select a successor escrow agent and give written notice
                to
                Escrow Agent of the selection. If the parties fail, for any reason,
                to
                select a successor escrow agent and give Escrow Agent written notice
                of
                the selection within 60 days after mailing by Escrow Agent of notice
                of
                intent to resign, then Escrow Agent may select the successor escrow
                agent.

            


    

    


    
      	11.	
              SEVERABILITY
                CLAUSE. The invalidity or unenforceability of any provision of
                this Contract will not affect the validity or enforceability of the
                remainder of this Contract.

            


    

    


    
      	12.	
              ATTORNEYS
                FEES. If either party uses the services of any attorney to
                enforce that party’s rights or the other party’s obligations under this
                Contract, the prevailing party will recover reasonable attorneys
                fees and
                costs from the non-prevailing party.


            


    

    


    
      	13.	
              OTHER.
                SELLER WILL RELEASE PARCELS OF 1 ACRE OR MORE WITH PRINCIPAL REDUCTION
                OF
                $5,200.00 PER ACRE. ALL EXPENSES RELATED TO RELEASES OF PARCELS SUCH
                AS
                SURVEY, LEGAL, ESCROW COSTS, ETC. ALL TO BE PAID BY PURCHASER
                

            


    

     

    
      	14.	
              NO
                RELEASES SHALL BE GRANTED AT CLOSING DUE TO DOWN
                PAYMENT.

            


    

     

    
      	15.	
              IT
                IS FURTHER AGREED AND UNDERSTOOD THAT THE RELEASE OF LAND AT THE
                S.E.
                CORNER OF SUBJECT PROPERTY SHALL BE IN THE MINIMUM AMOUNT OF 5 ACRES
                AND
                SHALL REQUIRE A $30,000.00 PRINCIPAL REDUCTION. THIS WOULD BE A PARCEL
                BOUNDED BY LA LUZ GATE ROAD ON THE SOUTH AND HW54-70 ON THE EAST.
                IT IS
                AGREED AND UNDERSTOOD THAT THE 5 ACRES WOULD HAVE A MINIMUM OF 328
                FRONTAGE OF LA LUZ GATE
                ROAD.

            


    

    


    **PURCHASER
      AGREES TO THE ATTACHED “EXHIBIT B” AS SIGN #1

     

    
      
        	RANM Form 2401  Page 6
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      


    

    REALTORS®
      ASSOCIATION OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    SELLER
      AGREES TO REMOVE OR RELOCATE BILLBOARD LOCATED AT N.W. CORNER OF LA LUZ GATE
      ROAD AND HW 54-70, TO A POINT AT LEAST 250' N. OF ITS PRESENT LOCATION. SELLER
      SHALL HAVE 90 DAYS NOTICE. SUCH ACTION WILL BE DUE TO SOME EVENT SUCH AS
      DEVELOPMENT, LEASE OR SALE OF PARCEL CONTAINING BILLBOARD. IN ADDITION,
      PURCHASER ACKNOWLEDGES EXISTING ADVERTISING SIGN ACCESS AND MAINTENANCE EASEMENT
      EXISTING ON PROPERTY, AND SHALL CONTINUE TO GRANT INGRESS AND EGRESS.


    


    
 

    


    


    


    


    
       

      
        	RANM Form 2401  Page 7
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      
      

    

    


    REALTORS®
      ASSOCIATION OF NEW MEXICO

    REAL
      ESTATE CONTRACT

    


    CAUTION:
      PLEASE READ THIS ENTIRE CONTRACT BEFORE SIGNING. IF YOU DO NOT UNDERSTAND THIS
      CONTRACT, PLEASE CONSULT YOUR ATTORNEY.

    


    


    
      	BOWLIN
              TRAVEL CENTERS INC.	 	 	LOST
              RIVER ESTATES, LLC
	 	 	 	 
	 	 	 	 
	 	 	 	/s/ BEVERLY
              A. COKER
	
              

            	 	 	
              

            
	
              BY: M.L.
                BOWLIN,
                PRESIDENT                        
                Date

            	 	 	BY: 
              BEVERLY A. COKER, REGISTERED AGENT
	 	 	 	 
	/s/ M.L.
              BOWLIN                                                 
              9/2/05	 	 	 
	
              

            	 	 	
              

            
	
              Date               
                

            	 	 	
              Date      
                        
                

            


    

    


     

     

    ACKNOWLEDGEMENT
      FOR ENTITIES

    


    STATE
      OF
      NEW MEXICO

    COUNTY
      OF
      OTERO

     

    This
      instrument was acknowledged before me on AUGUST 31, 2005 by BEVERLY A. COKER
      of
      LOST RIVER ESTATES, LLC, as REGISTERED AGENT.

     

    
      
        	 	 	 	 
	/s/ Amber
                Sanchez	 	 	 
	
                

              	 	 	
              
	
                NOTARY
                  PUBLIC

                My
                  commission expires: 08/29/08

              	 	 	 


      



    


    STATE
      OF
      NEW MEXICO

    COUNTY
      OF
      Bernalillo

     

    This
      instrument was acknowledged before me on SEPTEMBER 2, 2005 by M.L. BOWLIN of
      BOWLIN TRAVEL CENTERS INCORPORATED as PRESIDENT.

    


    
       

      
        
          	 	 	 	 
	/s/ Cynthia
                  K. Biggers	 	 	 
	
                  

                	 	 	
                
	
                  NOTARY
                    PUBLIC

                  My
                    commission expires: 12/16/05

                	 	 	 


        



    

    


    
       

      
        	RANM Form 2401  Page 8
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

      
      

    

    


    EXHIBIT
      

    “A”

    


    A
      TRACT
      OF LAND IN THE SW1/4 OF SECTION 28 AND IN THE NW1/4 NE1/4 OF SECTION 33, T15S,
      R10E, NMPM, OTERO COUNTY, NEW MEXICO, DESCRIBED BY METES AND BOUNDS AS
      FOLLOWS:

    


    BEGINNING
      AT THE SOUTH ONE-QUARTER CORNER OF SAID SECTION 28 AND GOING N 00° 40' 36" W
      ALONG THE NORTH-SOUTH CENTERLINE OF SAID SECTION 28 A DISTANCE OF 1328.22 FEET
      THENCE S 89° 31' 53" E A DISTANCE OF 538.88 FEET TO THE WEST RIGHT-OF-WAY LINE
      OF U.S. HIGHWAY 54/70; THENCE S 19° 11' 07" E ALONG SAID RIGHT-OF-WAY LINE A
      DISTANCE OF 1363.50 FEET TO THE NORTH RIGHT-OF-WAY LINE OF LA LUZ GATE ROAD;
      THENCE S 82° 12' 42" W ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 979.95 FEET;
      THENCE N 00° 12' 12" W A DISTANCE OF 96.84 FEET TO THE SAID PLACE OF
      BEGINNING.

    


    SUBJECT
      TO THAT CERTAIN PERPETUAL OUTDOOR ADVERTISING SIGN EASEMENT

    


    DESCRIPTION

    


    A
      75-FOOT
      PERPETUAL OUTDOOR ADVERTISING SIGN EASEMENT IN THE SE1/4 OF SECTION 28, T15S,
      R10E, NMPM, DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

    


    STARTING
      AT THE SOUTH ONE-QUARTER CORNER OF SAID SECTION 28 AND GOING S 89° 38' 28" E
      ALONG THE SOUTH LINE OF SAID SECTION 28 A DISTANCE OF 895.93 FEET TO THE WEST
      RIGHT-OF-WAY LINE OF HIGHWAY 54/70; THENCE N 19° 11' 07" W ALONG SAID
      RIGHT-OF-WAY LINE A DISTANCE OF 44.60 FEET TO THE PLACE OF BEGINNING OF THE
      HEREIN DESCRIBED EASEMENT; THENCE S 82° 12' 42" W A DISTANCE OF 76.51 FEET;
      THENCE N 29° 11' 07" W A DISTANCE OF 1375.16 FEET; THENCE S 89° 31' 53" E A
      DISTANCE OF 79.64 FEET TO THE WEST RIGHT-OF-WAY LINE OF U.S. HIGHWAY 54/70;
      THENCE S 19° 11' 07" E ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 1363.50 FEET
      TO THE SAID PLACE OF BEGINNING. 

    


    SUBJECT
      TO ANY RIGHTS-OF-WAY OR OTHER EASEMENTS AS GRANTED OR RESERVED BY INSTRUMENTS
      OF
      RECORD OR AS NOW EXISTING ON SAID TRACT.

    


    


    


    


    


    


    


    
 

    


    


    

       

      
        	RANM Form 2401  Page 9
                of
                9	
                2000
                  REALTORS@ Association of New
                  Mexico

              	
                Initials: 
                  Buyer 
                  Buyer BAC  
                  Seller  MLB

              


      

           

      
        
          

        

      

       

      

        EXHIBIT

        “B”

        


        Know
          by
          all men these presents, that BOWLIN Travel Centers Incorporated, a Nevada
          corporation (hereinafter referred to as GRANTEE), whose principal address
          is 150
          Louisiana Blvd. NE, Albuquerque, NM 87108, hereby creates and Easement
          in
          Perpetuity for Outdoor Advertising sign(s) on the land described hereunder,
          and
          attached hereto as Exhibit “A” in Otero County in the state of New Mexico (the
“Property”) and other described as: Tract B on Exhibit A survey attached.
          Easements shall apply to signs as identified on Exhibit B, attached, as
          sign
          numbers 2, 3, 4, and 5.

        


        Description
          and Purpose of Easement:
          Easement in perpetuity along with the right of ingress into and egress
          through
          the Property for the assembly, installation, operation, maintenance, repair,
          electrification, and removal of outdoor advertising sign structure(s) &
          related devices; including the right to trim or remove any vegetation on
          the
          Property that might block view of the sign from Highway 54/70; and including
          all
          airspace rights. GRANTOR covenants that it, its assign, heirs, successors
          in
          interest, and lessees will in no way block access to the sign, nor will
          they
          block access to the easement or construct anything permanent within the
          Easement; nor will they block the line of sight of any of the advertising
          displays installed on any of the signs as viewed from Highway 54/70. Survey
          of
          the Easement(s) is attached hereto as Exhibit “A”. This Easement shall be
          binding upon all successor’s in interest in the Property, or any divided
          portions thereof, described in the attached Exhibit “A”.

        


        EXECUTED
          this 15th
          day of
          July, 2005.

        
          	 	 	 
	 	 
	 
 	 
 	 
 
	 	 	/s/ Kit
                  Johnson
	 	
                  

                
	 	
                  Kit
                    Johnson, DO

                  Bowlin
                    Travel Centers,
                    Inc.