Unassociated Document


    EXHIBIT
      10.37

     

    PROMISSORY
      NOTE

     

    
      	$80.000.00	
              Benson,
                Arizona

            	
              Date:
October
                12, 2005

            


    

     

    FOR
      VALUE
      RECEIVED,

    DEVIN
      FENN, a married man, dba D. FENN ENTERPRISES, INC., an Arizona
      corporation

    


    PROMISE
      TO PAY TO

    BOWLIN
      TRAVEL CENTERS, INC., a Nevada corporation

    


    OR
      ORDER,
      AT   Pioneer Title Agency, Inc., an Arizona
      corporation

    


    THE
      SUM
      OF $Eighty Thousand Dollars And No
      Cents*********************************************

    


    PAYABLE:

     

    Payable
      in monthly installments of $1,622.11 or more on or before the 21st day of every
      month, beginning November 21, 2005 (30 days from close of escrow), with interest
      on all unpaid principal at the rate of 8.00% per annum from October 21, 2005
      (close of escrow), payable monthly, the interest to be first deducted from
      the
      regular monthly installments and the balance to be applied upon the
      principal.

    


    A
      late
      charge of $100.00 shall be due in addition to any payment not received by
      Pioneer Title Agency, Inc. within 5 days after payment due date. In the event
      the late charge does not accompany a late payment then said late charge shall
      accrue and be due and payable in addition to the unpaid principal and any
      accrued interest and/or fees.

    


    In
      addition to the late charge provided for herein, if payments are at least 30
      days past due then the principal balance shall bear interest at a default rate
      of 5% over the interest rate of the carry back as stated herein. Said default
      rate shall begin on the 31st day following the due date of the payments until
      payments are brought current. It is further agreed that the Default Interest
      Penalty is only applicable in the event of a declared default, i.e.,
      foreclosure/forfeiture proceeding initiated by Beneficiary. Said default
      interest penalty to be paid at the time of reinstatement.

    


    In
      the
      event the undersigned convey(s) title to the property which is the security
      for
      this note, or conveys title to any portion thereof or interest therein; or
      in
      the event title to the subject property, or any portion thereof or interest
      therein, is vested in any person or entity other than the undersigned without
      the written consent of the holder of this note, the entire unpaid principal
      and
      accrued interest shall be immediately due and payable.

    


    Partial
      Release provision shall be on an acre by acre basis contingent upon
      Purchaser/Trustor reducing the principal balance due by an amount equal to
      125%
      of the per acre value, the down payment amount not withstanding. The per acre
      amount shall be equal to $80,000.00 divided by the total acreage amount as
      per
      survey.

    


    Should
      default be made in payment of any installment when due, the whole sum of
      principal and interest shall become immediately due at the option of the holder
      of this Note.

    


    Principal
      and interest payable in lawful money of the United States.

    


    Should
      suit be brought to recover on this Note, I/we promise to pay as attorney's
      fees
      a reasonable amount additional to the amount found due hereunder.

    


    The
      makers and endorsers hereof severally waive diligence, demand, presentment
      for
      payment and protest, and consent to the extension of time of payment of this
      Note without notice.

    


    This
      Note
      is secured by a Deed of Trust upon real property.

     

    


    
      
        	ACCEPTED
                AND APPROVED 	 	 	APPROVED
                AS TO FORM AND CONTENT:
	 	 	 	 
	
                D. FENN ENTERPRISES,
                  INC., an
                  Arizona

                Corporation

              	 	 	
                BOWLIN TRAVEL CENTERS,
                  INC., a
                  Nevada

                Corporation

              
	 	 	 	 
	/s/ Devin
                W. Fenn	 	 	/s/ William
                J. McCabe
	
                

              	 	 	
                

              
	DEVIN
                W. FENN, President/Treasurer	 	 	
                W.
                  J. McCABE, Senior Vice President/Secretary-

                Treasurer

              


      



    DO
      NOT
      DESTROY THIS NOTE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    DEED
      OF TRUST AND ASSIGNMENT OF RENTS 

    


    Date:
      October
      12, 2005 

    


    TRUSTOR:
      

    DEVIN
      FENN, a married man, dba D. FENN ENTERPRISES, INC., an Arizona
      corporation

     

    Whose
      mailing address is P.O. BOX 1980, BENSON, AZ 85602

    


    TRUSTEE:
      

    Pioneer
      Title Agency, Inc., an Arizona corporation

     

    Whose
      mailing address is P.O. Box 1900 Sierra Vista, Arizona 85636-1900


    


    BENEFICIARY:
      

    BOWLIN
      TRAVEL CENTERS, INC., a Nevada corporation 

    


    Whose
      mailing address is P. O. BOX 1409, MESILLA PARK, NM
      88047

    


    Property
      situated in the County of Cochise, State of Arizona, as described as
      follows:

    


    Lots
      15
      through 26, inclusive, and Lot 29, P.I.C. BENSON ACRES, according to File Map
      No.: 615, records of Cochise County, Arizona and subject to Perpetual Outdoor
      Advertising Sign Easement.

    


    See
      Exhibit “A” for Partial Release Provisions attached hereto and made a part
      hereof.

    


    Together
      with all buildings, improvements and fixtures thereon, excluding any billboard
      sign structures.

    Street
      address if any, or identifiable location of this property:

    


    VACANT
      LAND - P. I. C. BENSON, BENSON, AZ 85602

    


    THIS
      DEED
      OF TRUST, made on the above date by, between and among the TRUSTOR, TRUSTEE
      and
      BENEFICIARY above named.

    


    WITNESSETH:
      That Trustor hereby irrevocably grants, conveys, transfers and assigns to the
      Trustee in Trust, with Power of Sale, the above described real property (the
      Trust Property), together with leases, rents, issues, profits, or income
      therefrom (all of which are hereinafter called “property
      income”):
      SUBJECT, however, to the right, power and authority hereinafter given to and
      conferred upon Beneficiary to collect and apply such property income:


    


    SUBJECT
      TO: Current taxes and other assessments, reservations in patents and all
      easements, rights of way, encumbrances, liens, covenants, conditions,
      restrictions, obligations, and liabilities as may appear of record.

    


    FOR
      THE
      PURPOSE OF SECURING:

    
      	A.	
              Payment
                of the indebtedness in the principal sum of $80,000.00 evidenced
                by a
                Promissory Note or Notes of even date herewith, and any extension
                or
                renewal thereof, executed by Trustor in favor of Beneficiary, or
                order.

            


    

    
      	B.	
              Payment
                of additional sums and interest thereon which may hereafter be loaned
                to
                Trustor, or his successors
                or assigns, when evidenced by a Promissory Note or Notes reciting
                that
                they are secured by a Deed of
                Trust.

            


    

    
      	C.	
              Performance
                of each agreement of Trustor herein
                contained.

            


    

    
      	D.	
              Due
                on Sale:
                In
                the event Trustor conveys title to the subject property, or conveys
                title
                to any portion thereof or interest therein, or in the event title
                to this
                property, or any portion thereof or interest therein, is vested in
                any
                person or entity other than the Trustor herein without the written
                consent
                of Beneficiary, all sums secured hereby shall become due and payable
                without regard to the adequacy or inadequacy of the security or solvency
                or insolvency or Trustor.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TO
      PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR
      AGREES:

    1.
      To
      keep said property in good condition and repair; not to remove or demolish
      any
      building thereon; to complete or restore promptly and in good and workmanlike
      manner any building which may be constructed, damaged, or destroyed thereon,
      and
      to pay when due all claims for labor performed and materials furnished therefor;
      to comply with all laws affecting said property or requiring any alterations
      or
      improvements to be made thereon; not to commit or permit waste thereof; not
      to
      commit, suffer, or permit any act upon said property in violations of law;
      and
      do all other acts which from the character or use of said property may be
      reasonably necessary, the specific enumerations herein not excluding the
      general. 

    2.
      To
      provide, maintain, and deliver to Beneficiary fire insurance satisfactory to
      and
      with loss payable to Beneficiary. The amount collected under any fire or other
      insurance policy may be applied by Beneficiary upon any indebtedness secured
      hereby and in such order as Beneficiary may determine, or at option of
      Beneficiary the entire amount so collected or any part thereof may be released
      to Trustor. Such application or release shall not cure or waive any default
      or
      notice of Trustee's sale hereunder or invalidate any act done pursuant to such
      notice.

    3.
      To
      appear in and defend any action or proceeding purporting to affect the security
      hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs
      and expenses of Beneficiary and Trustee, including cost of evidence of title
      and
      attorney's fees in a reasonable sum, in any such action or proceeding in which
      Beneficiary or Trustee may appear or be named, and in any suit brought by
      Beneficiary or Trustee to foreclose this Deed of Trust.

    4.
      To
      pay, before delinquent, all taxes and assessments affecting said property;
      when
      due, all encumbrances, charges, and liens, with interest, on said property
      or
      any part thereof, which appear to be prior or superior hereto; all costs, fees,
      and expenses of this Trust, including, without limiting the generality of the
      foregoing, the fees of Trustee for issuance of any Deed of Partial Release
      and
      Partial Reconveyance or Deed of Release and full Reconveyance, and all lawful
      charges, costs, and expenses in the event of reinstatement of, following default
      in, this Deed of Trust or the obligations secured hereby. 


    Should
      Trustor fail to make any payment or to do any act as herein provided, then
      Beneficiary or Trustee, but without obligation so to do and without notice
      to or
      demand upon Trustor and without releasing Trustor from any obligation hereof,
      may make or do the same in such manner and to such extent as either may deem
      necessary to protect the security hereof. Beneficiary or Trustee being
      authorized to enter upon said property for such purposes; appear in and defend
      any action or proceeding purporting to affect the security hereof or the rights
      or powers of Beneficiary or Trustee; pay, purchase, contest, or compromise
      any
      encumbrance, charge, or lien which in the judgment of either appears to be
      prior
      or superior hereto; and, in exercising any such powers, pay necessary expenses,
      employ counsel, and pay his reasonable fees.


    5.
      To pay
      immediately and without demand all sums expended by Beneficiary or Trustee
      pursuant to the provisions hereof, together with interest from date of
      expenditure at the same rate as is provided for in the note or notes secured
      by
      this Deed of Trust or at the legal rate if it secures a contract or contracts
      other than a promissory note or notes. Any amounts so paid by Beneficiary or
      Trustee shall become a part of the debt secured by this Deed of Trust and a
      lien
      on said premises or immediately due and payable at option of Beneficiary or
      Trustee.

    


    IT
      IS MUTUALLY AGREED: 


    6.
      That
      any award of damages in connection with any condemnation or any such taking,
      or
      for injury to the property by reason of public use, or for damages for private
      trespass or injury thereto, is assigned and shall be paid to Beneficiary as
      further security for all obligations secured hereby (reserving unto the Trustor,
      however, the right to sue therefor and the ownership thereof subject to this
      Deed of Trust), and upon receipt of such moneys Beneficiary may hold the same
      as
      such further security, or apply or release the same in the same manner and
      with
      the same effect as above provided for disposition of proceeds of fire or other
      insurance.


    7.
      That
      time is of the essence of this Deed of Trust, and that by accepting payment
      of
      any sum secured hereby after its due date, Beneficiary does not waive his right
      either to require prompt payment when due of all other sums so secured or to
      declare default for failure so to pay.


    8.
      That
      at any time or from time to time, and without notice, upon written request
      of
      Beneficiary and presentation of this Deed of Trust and said note(s) for
      endorsement, and without liability therefor, and without affecting the personal
      liability of any person for payment of the indebtedness secured hereby, and
      without affecting the security hereof for the full amount secured hereby on
      all
      property remaining subject hereto, and without the necessity that any sum
      representing the value or any portion thereof of the property affected by the
      Trustee’s action be credited on the indebtedness, the Trustee may: (a) release
      and reconvey all or any part of said property; (b) consent to the making and
      recording, or either, of any map or plat of the property or any part thereof;
      (c) join in granting any easement thereon; (d) join in or consent to any
      extension agreement or any agreement subordinating the lien, encumbrance, or
      charge hereof.


    9.
      That
      upon written request of Beneficiary stating that all sums secured hereby have
      been paid, and upon surrender of the Deed of Trust and said note(s) to Trustee
      for cancellation, upon payment of its fees, Trustee shall release and reconvey,
      without covenant or warranty, express or implied, the property then held
      hereunder. The recitals in such reconveyance of any matters or facts shall
      be
      conclusive proof of the truthfulness thereof. The grantee in such reconveyance
      may be described as “the person
      or
      persons legally entitled thereto.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    10.
      That
      as additional security, Trustor hereby gives to and confers upon Beneficiary
      the
      right, power, and authority, during the continuance of this Trust, to collect
      the property income, reserving to Trustor the right, prior to any default by
      Trustor in payment of any indebtedness secured hereby or in performance of
      any
      agreement hereunder, to collect and retain such property income as it becomes
      due and payable. Upon any such default, Beneficiary may at any time, without
      notice, either in person, by agent, or by a receiver to be appointed by a court,
      and without regard to the adequacy of any security for the indebtedness hereby
      secured, enter upon and take possession of said property or any part thereof,
      in
      his own name sue for or otherwise collect such property income, including that
      past due and unpaid, and apply the same, less costs and expenses of operation
      and collection, including reasonable attorney's fees, upon any indebtedness
      secured hereby, and in such order as Beneficiary may determine. The entering
      upon and taking possession of said property, the collection of such property
      income, and the application thereof as aforesaid, shall not cure or waive any
      default or notice of Trustee's sale hereunder or invalidate any act done
      pursuant to such notice.


    11.
      That
      upon default by Trustor in the payment of any indebtedness secured hereby or
      in
      performance of any agreement hereunder, Beneficiary may declare all sums secured
      hereby immediately due and payable by delivery to Trustee of written notice
      thereof, setting forth the nature thereof, and of election to cause to be sold
      said property under this Deed of Trust. Beneficiary also shall deposit with
      Trustee this Deed of Trust, said note(s), and all documents evidencing
      expenditures secured hereby.


    Trustee
      shall record and give notice of Trustee's sale in the manner required by law,
      and after the lapse of such time as may then be required by law, subject to
      the
      statutory rights of reinstatement, the Trustee shall sell, in the manner
      required by law, said property at public auction at the time and place fixed
      by
      it in said notice of Trustee's sale to the highest bidder for cash in lawful
      money of the United States, payable at time of sale. Trustee may postpone or
      continue the sale by giving notice of postponement or continuance by public
      declaration at the time and place last appointed for the sale. Trustee shall
      deliver to such purchaser its Deed conveying the property so sold, but without
      any covenant or warranty, expressed or implied. Any persons, including Trustor,
      Trustee, or Beneficiary, may purchase at such sale.


    After
      deducting all costs, fees, and expenses of Trustee and of this Trust, including
      cost of evidence of title in connection with sale and reasonable attorney's
      fees, Trustee shall apply the proceeds of sale to payment of all sums then
      secured hereby and all other sums due under the terms hereof, with accrued
      interest; and the remainder, if any, to the person or persons legally entitled
      thereto, or as provided in A.R.S. 33-812. To the extent permitted by law, an
      action may be maintained by Beneficiary to recover a deficiency judgment for
      any
      balance due hereunder.


    In
      lieu
      of sale pursuant to the power of sale conferred hereby, this Deed of Trust
      may
      be foreclosed in the same manner provided by law for the foreclosure of
      mortgages on real property. Beneficiary shall also have all other rights and
      remedies available him hereunder and at law or in equity. All rights and
      remedies shall be cumulative.


    12.
      That
      Beneficiary may appoint a successor Trustee in the manner prescribed by law.
      A
      successor Trustee herein shall, without conveyance from the predecessor Trustee,
      succeed to all the predecessor's title, estate, rights, powers, and duties.
      Trustee may resign by mailing or delivering notice thereof to Beneficiary and
      Trustor.


    13.
      That
      this Deed of Trust applies to, inures to the benefit of, and binds all parties
      hereto, their heirs, legatees, devisees, administrators, executors, successors
      and assignees. The term Beneficiary shall mean the owner and holder of the
      note(s) secured hereby, whether or not named as Beneficiary herein. In this
      Deed
      of Trust, whenever the context so requires, the masculine gender includes the
      feminine and neuter, and the singular number includes the
      plural.


    14.
      That
      Trustee accepts this Trust when this Deed of Trust, duly executed and
      acknowledged, is made a public record as provided by law. Trustee is not
      obligated to notify any party hereto of pending sale under any other Deed of
      Trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee
      shall be a party unless brought by Trustee. 


    The
      undersigned Trustor requests that a copy of any notice of Trustee's sale
      hereunder be mailed to him at his address hereinbefore set forth.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	Trustor	 	 	 
	D. FENN ENTERPRISES, INC., an Arizona
              corporation	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ Devin
              W. Fenn	 	 	 
	
              

            	 	 	
            
	DEVIN
              W. FENN, President/Treasurer	 	 	 


    

     

    
      	
               STATE
                OF ARIZONA

               

              County of
                Cochise

            	
              )

              )

              )

            	
               

              ss

            	 	
              This
                instrument was acknowledged before
                me 

              this
                20th
                day of October, 2005 by 

              DEVIN
                W. FENN, President/Treasurer of D. 

              FENN
                ENTERPRISES, INC., an Arizona

              corporation

            
	 	 	 	 	 
	 	 	 	 	/s/ Kimberly
              Lockhart
	
            	 	 	 	
              

            
	 	 	 	 	
              Notary
                Public

            
	 	 	 	 	 
	 	 	 	 	My commission expires:
              06/1/2006


    

     

    
       

      
        	ACCEPTED
                AND APPROVED	 	 	 
	 	 	 	 
	Beneficiary	 	 	 
	
                BOWLIN TRAVEL CENTERS,
                  INC., a
                  Nevada

                Corporation

              	 	 	 
	 	 	 	 
	 	 	 	 
	/s/ William
                J. McCabe	 	 	 
	
                

              	 	 	
              
	
                W.
                  J. McCABE, Senior Vice President/Secretary-

                Treasurer

              	 	 	 


      

       

    

    
       

      
        	
                 STATE
                  OF NEW MEXICO

                 

                County of
                  Bernalillo

              	
                )

                )

                )

              	
                 

                ss

              	 	
                This
                  instrument was acknowledged before
                  me

                this 17th
                  day of October, 2005 by 

                W.
                  J. McCABE, Senior Vice

                President/Secretary-Treasurer
                  of BOWLIN 

                TRAVEL
                  CENTERS, INC., a Nevada 

                corporation

              
	 	 	 	 	 
	 	 	 	 	/s/ Heather
                L. Nutter
	
              	 	 	 	
                

              
	 	 	 	 	
                Notary
                  Public

              
	 	 	 	 	 
	 	 	 	 	My commission expires:
                10/25/2008


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      “A” - Partial Release Provisions

    


    Partial
      Release provision shall be on an acre by acre basis contingent upon
      Purchaser/Trustor reducing the principal balance due by an amount equal to
      125%
      of the per acre value, the down payment amount not withstanding. The per acre
      amount shall be equal to $80,000.00 divided by the total acreage amount as
      per
      survey.