Unassociated Document


    EXHIBIT
      10.36

     

    REAL
      ESTATE CONTRACT

    


    THIS
      CONTRACT IS MADE in triplicate this 1st day of September, 2005, by and between
      Bowlin Travel Centers, Inc. whose address is PO Box 1409, Mesilla Park, NM
      88047, hereinafter called the Seller, and Lazy L, LLC whose address is PO Box
      925, Mesilla Park, NM 88047, hereinafter called the Purchaser. Whenever a
      masculine pronoun is used, it shall also be considered as referring to the
      female gender and plural pronouns, whichever is proper.

    


    1.
      SALE:
      The Seller, in consideration of the promises and agreements herein made by
      the
      Purchaser, agrees to sell and convey to the Purchaser the following described
      real estate, hereinafter called the property, in the County of Luna and State
      of
      New Mexico: See attached Exhibit "A" Exhibit "B" and Exhibit "C" subject to
      the
      Perpetual Outdoor Advertising Easement dated 8-24-2005 and filed of record
      on
      ___________________, Reception
      No. _____________
      Real
      Estate Records, Luna County, New Mexico. Also Grantor reserves all billboard
      signs located upon the above real estate. And further Grantor reserves the
      Cell
      Tower easement and cell tower Access Easement which are recorded in the Office
      of the County Clerk under Reception No. 2003-00983 and 2003-00986 respectively,
      and all rights to the cell tower lease relating thereto. The Seller agrees,
      upon
      completion of all terms and conditions of this contract by the Purchaser, that
      the Purchaser shall then receive the Warranty Deed and related documents placed
      in escrow with this Contract.

     

    2.
      PRICE,
      AND PAYMENT: The purchaser agrees to buy the above-described Property and to
      pay
      Seller therefore the total sum of Eighty Five Thousand and no/l00 Dollars ($85
      000.00), payable as follows: Ten Thousand and no/100 Dollars ($10,000.00),
      cash
      down payment, the receipt of which is hereby acknowledged, and the balance
      of
      Seventy-five thousand and no/100 Dollars ($75, 000.00), payable as
      follows:

     

    The
      balance of $75,000.00 is due and payable in 20 equal quarterly installments
      in
      the amount of $4,586.75 each, including interest at the rate of eight (8)
      percent per annum, commencing on the 1st day of December, 2005 and continuing
      on
      the 1st day of each succeeding quarter thereafter until all principal and
      accrued interest is paid in full.

     

    The
      payments as above provided shall be paid to the escrow agent and continue until
      the entire unpaid balance of the purchase price (exclusive of any prior lien
      or
      obligation being assumed) plus any accrued interest due to the seller is fully
      paid. Said unpaid balance shall bear interest at the rate of eight per centum
      (8
      00%) per annum from the effective date September 1st,
      2005.

    


    APPLICATION
      OF PAYMENTS: Check and initial only one of the following two
      paragraphs.

    


    
      	
              x

              Initials

              MLB

              TJ__

            	(a)	
              Payments,
                excepting prepayments, shall be applied to regularly scheduled
                installments in the order in which the same were due and shall be
                credited
                as though the payments were made on their respective due
                dates.

            


    

    


    
      	
              o

              Initials

              ____

              ____

            	(b)	
              Payments
                shall be applied as of the date of receipt by Escrow Agent first
                to
                accrued interest then to principal balance of this Contract. 

            


    

     

    
      
        

      

    

    
    

    All
      payments shall be assumed to be regular payments, and not prepayments, unless
      otherwise specified by Purchaser in writing at the time of delivering such
      payments to Escrow Agent. Unless otherwise provided, Purchaser may prepay the
      unpaid balance in whole or in part at any time. Any prepayment shall be credited
      first to accrued interest, then to the principal balance of this Contract
      exclusive of assumed liens or obligations, then to assumed liens or obligations
      as described in this paragraph. Notwithstanding any prepayments, Purchaser
      shall
      make the next regularly scheduled payments. Should Purchaser fail to make any
      of
      the payments or perform any other obligations required hereunder, including
      the
      payment of any assumed obligation, and if Seller's attorney makes written demand
      therefore pursuant to Paragraph 5 below, the Purchaser shall pay within the
      time
      allowed the additional sum of $150.00, unless otherwise stated, for Seller's
      attorney's fees.

    The
      following lien(s) or obligation(s) is currently outstanding on the
      property:

     

    
      	Type of Lien or Obligation
              Holder 	
              Loan
                Number

            	
              Recording
                Data: Book &
                Page

            
	 	 	 
	Not applicable	 	 


    

     

    IF
      ANY
      LIEN(S) OR OBLIGATION(S) IS/ARE CURRENTLY OUTSTANDING ON THE PROPERTY, CHECK
      AND
      INITIAL ONLY ONE OF THE FOLLOWING THREE PARAGRAPHS. ONLY THAT PARAGRAPH SHALL
      APPLY.

    


    
      	
              o

              Initials

              ____

              ____

            	(a)	
              Purchaser
                assumes and agrees to pay the above-mentioned prior lien(s) or
                obligation(s) in accordance with its/their terms. Purchaser shall
                make the
                installment payments on the prior lien(s) or obligation(s), together
                with
                installment payments on this Contract, to the Escrow Agent named
                below,
                who will remit the payments to the person or company to whom they
                are
                payable. Purchaser shall advise the Escrow Agent of any change in
                the
                amount of the payment due on any assumed obligation(s). Failure to
                make
                such payments at the time required shall be a default under this
                Contract.
                At such time as the unpaid balance of the purchase price due the
                seller is
                fully paid, this Escrow shall terminate and the purchaser shall thereafter
                make the installment payments on said prior lien(s) or obligation(s)
                directly to the person(s) or company(ies) to whom they are payable.
                

            


    

    
      	
              o

              Initials

              ____

              ____

            	(b)	
              Purchaser
                assumes and agrees to pay the above-mentioned prior lien(s) or
                obligation(s) in accordance with its/their terms. Purchaser shall
                make the
                installment payments on the prior lien(s) or obligation(s) directly
                to the
                person or company to whom payable. Failure to make such payments
                at the
                time required shall be a default under this
                Contract.

            


    

    
      	
              o

              Initials

              ____

              ____

            	(c)	
              Purchaser
                does not assume or agree to pay the above described lien(s) or
                obligation(s). All payments due on such lien(s) or obligation(s)
                shall be
                remitted by the Escrow Agent to the person or company to whom they
                are
                payable out of the payments made by Purchaser. If the payments
                due
                from Purchaser are insufficient to satisfy the amounts due to be
                made on
                the above-described lien(s) or obligation(s), Seller shall pay Escrow
                Agent such additional funds as are necessary to keep such lien(s)
                or
                obligation(s) current. 

            


    

    Should
      Purchaser fail to pay any such installment payments prior to the same becoming
      delinquent, Seller may pay the same for the protection of the Property and
      his
      interest therein. Payment by Seller shall not be deemed a waiver of Purchaser's
      default, and the amount so paid by Seller shall be immediately due and payable
      to Seller and shall bear interest until paid at the same rate as provided in
      Paragraph 2 above.

    3. 
      PURCHASER TO PAY INSURANCE, TAXES AND PAVING LIENS, AND SELLER'S
      RIGHTS:

    (a)
       Insurance. The Purchaser agrees to keep the insurable
      improvements upon the Property insured against the hazards covered by fire
      and
      extended coverage insurance, with an insurance company satisfactory to Seller
      in
      the sum of not less than $      , for the
      benefit of
      Purchaser and Seller as their interests may appear, and furnish a copy of the
      insurance policy or certificate of the insurance policy to Seller annually
      prior
      to expiration of existing insurance.

    (b)
      Taxes. Unless otherwise stated herein, the property taxes for
      the current year have been divided and prorated between Seller and Purchaser
      as
      of the date of this Contract, and the Purchaser is responsible for and will
      pay
      the taxes and assessments of every kind hereafter billed. Purchaser will have
      the Property assessed for taxation in Purchaser's name. Upon request by Seller,
      Purchaser will send copies of the paid tax receipts each year to
      Seller.

    (c)
      Paving and Other Improvement Liens and Standby Charges. Unless
      otherwise stated herein, the Purchaser assumes any paving and/or other
      improvement lien and/or standby charges now assessed against the Property and
      agrees to pay all installments of principal and interest thereon that hereafter
      become due.

    (d)
Seller's
      Rights. Should the Purchaser fail to pay insurance premiums, taxes and
      assessments, paving liens, improvement liens or standby charges, or other such
      matters prior to the same becoming delinquent, Seller may pay the same (but
      is
      not obligated to do so) for protection of the Property and his interest therein.
      Payment of such charges shall not be deemed a waiver of any default of Purchaser
      for failure to pay such charges, and such amounts as have been so paid shall
      be
      immediately due and payable to Seller, and shall bear interest until paid at
      the
      same rate as provided in Paragraph 2 above.

    4.
       PURCHASER'S RIGHT, SELLER'S RETENTION OF
      INTEREST:

    Purchaser
      shall be entitled to take possession of the Property and retain possession
      unless and until Purchaser's interests under this Contract shall be terminated
      by Seller as provided in Paragraph 5 below. Legal title to the Property shall
      remain in Seller's name until this contract has been fully performed upon the
      part of Purchaser and the Warranty Deed delivered as specified.

    5.
       SELLER'S RIGHTS IF PURCHASER DEFAULTS:

    (a)
      Default Notice. Time is of the essence in this contract,
      meaning that the parties shall perform their respective obligations within
      the
      times stated. If Purchaser fails to make any of the payments required in
      Paragraph 2, herein, at the times specified, or fails or refuses to maintain
      insurance or to pay taxes, assessments or other charges against the Property,
      or
      fails or refuses to repay any sums advanced by the Seller under the provisions
      of Paragraph 3 above, the Seller may make written demand upon the Purchaser,
      with such notice to specify the default and the curative action required, at
      his
      address as follows: PO Box 925 Mesilla Park, NM 88047 or at such other address
      that Purchaser may designate by a notarized statement delivered to the Escrow
      Agent, which change of address will be effective on the seventh (7th) calendar
      day after receipt by the Escrow Agent. 

    (b)
      Manner of Giving Default Notice. Notice in writing shall be
      given by certified mail, return receipt requested, addressed to the Purchaser
      at
      the effective address for Purchaser as provided in Paragraph 5(a), with a copy
      to Escrow Agent. Purchaser expressly acknowledges that notice to him by mail,
      in
      the manner above specified, is sufficient for all purposes, regardless of
      whether he actually receives such notice.

    (c)
      Purchaser's Failure to Cure Default Results in Termination of Contract
      or Acceleration of Entire Unpaid Balance.

    If
      the
      Purchaser fails or neglects to cure any default within Thirty (30) days after
      the date Seller's default notice is mailed, then the Seller may, at his option
      either declare the whole amount remaining unpaid to be then due and proceed
      to
      enforce payment of the entire remaining unpaid balance, plus any accrued
      interest, together with reasonable attorney's fees, or he may terminate
      Purchaser's rights to the Property and retain all sums paid as liquidated
      damages to that date for the use of the property, and all rights of Purchaser
      in
      the Property shall thereupon end. If the final day for curing the default shall
      fall on a Saturday, Sunday, or non-business day of the Escrow Agent, then the
      period for curing the default shall extend to the close of business on the
      next
      regular business day of the Escrow Agent.

    Acceptance
      by Escrow Agent of any payment tendered shall not be deemed a waiver by Seller,
      or extension of the time for cure, of any other default under this Contract.
      In
      the event of termination, Purchaser hereby waives any and all rights and claims
      for reimbursement for improvements he may have made upon the
      Property.

    (d)
      Affidavit of Uncured Default and Election of Termination. A
      recordable affidavit made by Seller, his agent, or Escrow Agent, identifying
      the
      parties, stating the legal description of the Property or the recording date
      of
      this Contract and stating the date that notice was duly given as provided above,
      that the specified default has not been cured within the time allowed and that
      the Seller has elected to terminate, and delivered to the Escrow Agent shall
      be
      conclusive proof for the Escrow Agent and any subsequent Purchaser or
      encumbrancer for value of such uncured default and election of
      termination.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)
      Purchaser Becomes Tenant. Upon termination, Purchaser has no
      continuing right to possession. If Purchaser remains in possession of the
      Property after this Contract has been terminated as above provided, Purchaser
      shall then become a tenant at will, for a rental amount equivalent to the
      installment payment theretofore required as monthly payments under this
      Contract, with the first such rental payment due immediately, in advance, and
      such tenancy being subject to termination by either party upon thirty (30)
      days
      separate prior written notice. Seller's acceptance of such rental payment(s)
      shall not be deemed as any waiver of his rights, nor shall it constitute any
      manner of estoppel.

    (f)
      Legal Right to Evict Purchaser. Forcible entry and detainer
      proceedings, in addition to any other appropriate legal remedies, may be
      utilized by the Seller if necessary to obtain possession of the Property
      following termination of this Contract and termination of Purchaser's continued
      tenancy thereafter. If such proceedings are filed, Purchaser shall be liable
      for
      Seller's reasonable attorney's fees plus the legal costs of such
      action.

    6.
       TITLE INSURANCE OR ABSTRACT:

    Unless
      otherwise provided herein, Seller is delivering a Contract Purchaser's Title
      Insurance Policy to Purchaser or Abstract of Title to Escrow Agent at the time
      this Contract is made, showing merchantable title to the Property as of the
      date
      of this Contract, subject to the matters referred to in this Contract and Seller
      is not obligated to provide any other or further evidence of title.

    7. 
      PURCHASER'S RIGHT TO SELL: 

    
      	 	
              (A)

            	
              First
                Provision:

            


    

    Purchaser
      shall be entitled to sell, assign, convey or encumber his entire interest in
      this Contract (but not a portion thereof) and the Property to any person or
      entity; hereinafter called Assignee, and may retain a security interest therein,
      without obtaining the consent or approval of the Seller. The Purchaser shall
      not, however, be released from his obligations hereunder by any such sale,
      assignment, conveyance or encumbrance. In the event Purchaser does sell, assign,
      convey or encumber said interest, then Purchaser, his Assignee, or any
      subsequent Assignee shall deliver a copy of such written sale, assignment,
      conveyance or encumbrance document to Escrow Agent.

    Such
      sale, assignment, conveyance or encumbrance document shall specify the address
      of the Assignee and upon receipt of such document by the Escrow Agent, Seller
      shall only be required to send notice of default to the most recent Assignee
      who
      has given notice of such sale or assignment and his address to the Escrow Agent
      as provided herein. If such document is not received by the Escrow Agent, any
      notice of default need be sent only to the last person or entity and address
      for
      which written notice has been provided to the Escrow Agent as provided
      herein.

    
      	 	
              (B)

            	
              Special
                Alternative Provision:

            


    

     

    
      CAUTION:
        THE FOLLOWING PROVISION SEVERELY RESTRICTS THE RIGHT OF PURCHASER TO SELL,
        ASSIGN, CONVEY OR ENCUMBER THIS CONTRACT AND THE PROPERTY. If the parties
        wish
        to invoke this provision, they should check the box as indicated and each
        initial as provided. If the Special Alternative Provision is elected, the
        First
        Provision does not apply.

    

    


    
      	
              o

              Initials

              ____

              ____

            	 	
              Purchaser
                shall not be entitled, directly or indirectly, to sell, assign, convey
                or
                encumber all or any portion of the Purchaser's interest in this Contract
                or in the Property without first obtaining the written consent of
                Seller,
                and Seller shall not be under any obligation of any kind to give
                such
                consent. In the event that Purchaser shall, directly or indirectly,
                sell,
                assign, convey or encumber or contract to sell, assign, convey or
                encumber, directly or indirectly, all or any portion of the Purchaser's
                interest this Contract or in the Property without the consent of
                Seller,
                it shall be an event of default subject to the rights of Seller in
                Paragraph 5, herein.

            


    

     

    
      Caution:
        If the Property is subject to any prior mortgage(s), Deed(s) of Trust or
        Real
        Estate Contract(s), then the provisions thereof should be examined carefully
        for
        any conflict with the above clause.

       

      8.
         BINDING EFFECT:

    

    This
      Contract shall extend to and be obligatory upon the heirs, executors,
      administrators, personal representatives, successors and assigns of the parties
      to this Contract.


    9. 
      APPOINTMENT OF AND INSTRUCTIONS TO ESCROW
      AGENT:


    The
      parties hereby appoint as Escrow Agent: 

    Mountain
      States Escrow, Inc. 

    124
      Wyatt
      Dr./PO Box 2224

    Las
      Cruces, NM 88004

    


    The
      following papers are herewith placed in escrow:


    
      	 	
              1.

            	
              Signed
                copy of this Contract. 

            


    

    
      	 	
              2.

            	
              Original
                Warranty Deed signed by Seller. 

            


    

    
      	 	
              3.

            	
              Original
                Special Warranty Deed signed by Purchaser.


            


    

    
      	 	
              4.

            	
              Notice
                of escrow sales agreement.

            


    

    Add
      following information, if applicable: 

    
      	
            	 	
              Name
                and address of mortgagee:

              n/a

              
                

              

            


    

    
      	
            	Loan
              No.	
              n/a

              
                

              

            


    

    
      
        	
              	 	
                Name
                  and address of Escrow Agent under any other contract on the Property:
                  

                n/a

                
                  

                

              


      

    

    
      	
            	(a)	
              The
                fee(s) of the Escrow Agent shall be paid as follows:  by
                the purchaser  

            


    

    If
      such
      fee(s) is/are paid wholly or in part by Purchaser, such amount shall be in
      addition to the amounts due from Purchaser as provided in Paragraph 2, herein.
      The Escrow Agent is instructed to accept all monies paid in accordance with
      this
      Contract and remit the money received (less applicable escrow fees) as
      follows:  Mail
      proceeds to seller 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (b)

            	
              All
                payments shall be deemed provisionally accepted when tendered, subject
                to
                determination by the Escrow Agent of the correct amount and its
                timeliness.

            


    

    
      	 	
              (c)

            	
              Upon
                full payment of all amounts due and owing to the Seller under this
                Contract by the Purchaser, the Escrow Agent is directed to release
                and
                deliver the escrow documents to the
                Purchaser.

            


    

    
      	 	
              (d)

            	
              If
                the Seller or his agent delivers an Affidavit of Uncured Default
                and
                Election of Termination (as described in Paragraph 5 above) to the
                Escrow
                Agent, then the Escrow Agent shall release and deliver the escrow
                documents to the Seller. The Escrow Agent shall be entitled to rely
                on
                such Affidavit as conclusive proof of
                termination.

            


    

    
      	 	
              (e)

            	
              The
                Escrow Agent is instructed that after each and every written demand
                is
                mailed to the Purchaser, pursuant to Paragraph 5 above, and a copy
                thereof
                is furnished to the Escrow Agent, not to accept less than the full
                amount
                of the sum stated as due in the written demand, plus the additional
                $150.00, unless otherwise stated, for Seller's attorney's
                fees.

            


    

    
      	 	
              (f)

            	
              The
                Escrow Agent is entitled to charge its standard fees current as of
                the
                date the service is rendered, but all changes shall become effective
                only
                after sixty (60) days written notice to the party or parties paying
                the
                fee of the Escrow Agent.

            


    

    
      	 	
              (g)

            	
              Seller
                and Purchaser will each indemnify and save harmless the Escrow Agent
                against all costs, damages, attorney's fees, expenses and liabilities,
                which it may incur or sustain in connection with this Contract, including
                any interpleader or declaratory judgment action brought by Escrow
                Agent,
                but excepting failure of the Escrow Agent to comply with this Paragraph
                9.

            


    

    
      	 	
              (h)

            	
              The
                Escrow Agent shall have the right to resign as Escrow Agent under
                this
                Contract by giving the parties sixty (60) days written notice of
                intent to
                resign. The parties shall thereupon mutually select a successor Escrow
                Agent and give written notice to the Escrow Agent of such selection.
                If
                the parties fail, for any reason, to mutually select a successor
                Escrow
                Agent and give Escrow Agent written notice of such selection within
                sixty
                (60) days after mailing by the Escrow Agent of notice of intent to
                resign
                as aforesaid, then the Escrow Agent may select the successor Escrow
                Agent.
                Delivery by the Escrow Agent to the successor Escrow Agent of all
                documents and funds, after deducting therefrom its charges and expenses,
                shall relieve the Escrow Agent of all liability and responsibility
                for
                acts occurring after the date of the assignment in connection with
                this
                Contract.

            


    

    10.
      SEVERABILITY CLAUSE: The invalidity or unenforceability of any
      provision of this Contract shall not affect the validity or enforceability
      of
      the remainder of this Contract.

    The
      parties have signed and acknowledged this Contract effective as of the date
      stated at the beginning of this Contract.

    
       

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

      

       

    

    
      	SELLER	 	 	PURCHASER
	 	 	 	 
	/s/ Michael
              L. Bowlin	 	 	/s/ Teak
              Johnson
	
              

            	 	 	
              

            
	Bowlin
              Travel Centers, Inc. by:	 	 	Lazy
              L,
              LLC

       

    ACKNOWLEDGMENT
      FOR NATURAL PERSONS

     

    
      
        	STATE
                OF NEW MEXICO	)	 	 
	 	)	ss.	 
	COUNTY OF Dona
                Ana 	)	 	 
	 	 	 	 
	
                This
                  instrument was acknowledged before me on August 25, 2005 by
                  Lazy L, LLC.

              
	 	 	 	 
	 	 	 	/s/ Sherry
                Wright
	
              	 	 	
                

              
	
                My
                  commission expires:    7/5/2009 

              	 	 	NOTARY
                PUBLIC


      



    ACKNOWLEDGEMENT
      FOR CORPORATION 

     

    
      
        
          	STATE
                  OF NEW MEXICO	)	 	 
	 	)	ss.	 
	COUNTY OF Bernalillo 	)	 	 
	 	 	 	 
	
                  This
                    instrument was acknowledged before me on
                    August 24, 2005 by
                    Michael L. Bowlin, President/CEO, Bowlin Travel Centers, Inc.
                    a Nevada
                    corporation.

                
	 	 	 	 
	 	 	 	/s/ Heather
                  L. Nutter
	
                	 	 	
                  

                
	
                  My
                    commission expires:    10/25/2008

                	 	 	NOTARY
                  PUBLIC


        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          
EXHIBIT
          "A"

      

    

    


    That
      PART
      OF The East Half of the Northwest Quarter (El/2NW1/4) of Section Thirty-two
      (32), Township Twenty-three (23) South, Range Nine (9) West, N.M.P.M., Luna
      County, New Mexico, lying south of the Interstate 10 Frontage Road R.O.W. and
      is
      further described as follows; COMMENCING at the West Quarter (W1/4) of said
      Section 32; thence on an assumed bearing of N.89°56'06"E., a distance of 1327.60
      feet to the NEW POINT BEGINNING also being the SW corner of this tract; Thence
      N.0°07'43"E., along the west line of said El/2W1/4, a distance of 1428.37 feet
      to a point on the south boundary of Interstate 10 Frontage Road R.O.W. line;
      Thence N.81°41 '25"E., along said south boundary of I-10 Frontage Road, a
      distance of 1340.79 feet to a point; Thence S.89°56 '06"W., a distance of
      1026.29 feet to a point; Thence S.0°07'43"W., a distance of 400.00 feet to a
      point on the south line of said NW1/4 also being in the center line of Ash
      Street; Thence S.89°56'06W., along said south boundary line of NW1/4, a distance
      of 300.00 feet to the point of beginning. This tract contains 36.993 acres,
      more
      or less and is subject to a 50 foot wide road adjoining the east boundary of
      this tract (no record of easement and a road easement for Ash Street adjoining
      the south boundary of this tract as shown on adjoining plat. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
EXHIBIT
        "B"

    

     

    That
      part
      of the West Half of the Northwest Quarter (W1/2NW1/4) of Section Thirty-two
      (32), Township Twenty-three (23) South, Range Nine (9) West, N.M.P.M., Luna
      County, New Mexico, being more particularly described as follows; Commencing
      at
      the W1/4 corner of said Section 32, a point in County Road C-061 R.O.W.; Thence
      N.0°09'31"E., along the west line of said Section 32, a distance of 1024.91
      feet to the NEW POINT OF BEGINNING, being the SW corner of this tract; Thence
      continuing N.0°09'31"E., along the West line of said Section 32, a distance of
      210.19 feet to the NW corner of this tract; Thence N.81°38'32"E., along the
      south R.O.W. line of the I-10 Frontage Road, a distance of 504.46 fee to a
      Hwy
      R.O.W. monument; Thence N. 81°41' 42"E., continuing along said south R.O.W. line
      a distance of 800.00 feet to a Hwy. R.O.W. monument; Thence N.81°41'25"E.,
      continuing along said south R.O.W. line, a distance of 37.09 feet to the NE
      corner of this tract; Thence S.0°07'43"W., along the east line of said
      W1/2NW1/4, a distance of 403.59 feet to the SE corner of this tract; Thence
      S.89°57'02"W., a distance of 1327.09 feet to the SW corner of this tract;


    


    This
      tract contains 9.358 acres more or less, and is subject to a 50 foot wide
      easement for County Road C-06l, adjoining the west boundary of this
      tract.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
EXHIBIT
        "C"

    

    


    That
      part
      of Lot Six (6) of the Lester and Perry Tract, lying south of the I-10 Frontage
      Road right-of-way, in the Northeast Quarter (NE1/4) of Section Thirty-two (32),
      Township Twenty-three (23) South, Range Nine (9) West, N.M.P.M., Luna County,
      New Mexico, being further described as follows: Commencing at the Northeast
      corner of said Section 32, monumented with a 2" 'T' rail; Thence on an assumed
      bearing of S.0°09'36"W., along the east boundary of said Section 32, a distance
      of 1324.93 feet to a point; Thence N.89°58'22"W., along the south boundary of
      Lot 7 of said Lester and Perry tracts, a distance of 665.30 to the SE corner
      of
      said lot 6 and POINT OF BEGINNING; Thence continuing N.89°58'22"W., a distance
      of 663.77 feet to the SW corner of said Lot 6 and this tract; Thence
      N.0°00'09"E., along the wet boundary of said Lot 6, a distance of 489.02 feet
      to the NW corner of this tract also being a point on the south I-I0
      Frontage Road Right-of-Way; Thence N.81°40'18"E., along the south I-I0 Frontage
      Road right-of-way, a distance of 673.10 feet to the NE corner of this tract;
      Thence S.0°13'15"W., along the east boundary of said Lot 6, a distance of 586.83
      feet to the point of beginning. This tract contains 8.209 acres, more or less,
      and is subject to easements, reservations and restrictions of
      record.