RETAIL SALES AGREEMENT

This Retail Sales Agreement, dated December 20, 2006 is between Arizona Fuel Distributors, L.L.C., (the “Supplier”) and Bowlin Travel Centers, Inc. (the “Retailer”).

Agreements:

1.     Introduction . Supplier has the right to sell gasoline and diesel fuels (hereafter referred to as “Motor Fuels”) for resale under the trade or brand names of Mobil (“Mobil). Retailer desires to enter into this agreement in order to obtain the right to sell such Motor Fuels under the Mobil Trade and brand names (hereinafter referred to as the “Proprietary Marks”). Retailer has independently investigated the business risks involved herein and such other matters as Retailer deems important and has not relied on any representation not set forth herein.

2.     Sale . Supplier agrees to sell and deliver or cause to be delivered, and Retailer agrees to buy, receive and pay for Motor Fuels of the kind, grade, brand and quality generally sold by Supplier within 7 days of delivery, for resale at Retailer’s place of business located at: 16543 East Camino Adelante, Picacho, AZ 85241 (hereinafter referred to as the “Retail Location”). During the term hereof, Retailer shall not purchase or sell Motor Fuels at the Retail Location other than those purchased from Supplier pursuant hereto.

3.     Term . The term of the Agreement is ten years from commencement date and shall continue on a month to month basis unless terminated by the Retailer. Retailer may terminate this Agreement after the term has expired by giving thirty days advance written notice to the supplier. Commencement date is the day on which retailer receives his first delivery of Mobil Motor Fuel from Arizona Fuel Distributors, L.L.C.

4.     Prices . Prices for all Motor Fuels sold to Retailer hereunder shall be Supplier’s published applicable price in effect on the date of delivery. Such prices may be obtained by contacting Supplier. All prices are subject to change without notice. All deliveries shall be invoiced and paid on Net 10 days via EFT, subject to credit approval.

5.     Proprietary Marks . Retailer shall sell the Motor Fuels only under the Mobil Proprietary Marks and shall have the right to use such Proprietary Marks as are designated by Supplier, but only for the purpose of properly identifying and advertising Motor Fuels handled by Retailer, and in a manner and form satisfactory to Supplier in Supplier’s sole judgment.

Retailer will not allow or permit any of the Motor Fuels to be sold which are mislabeled, misbranded or contaminated by mixture or adulteration with each other or with any other material or motor fuel. Retailer will not commingle any substance with Motor Fuel and then sell it as a Motor Fuel. Retailer will not allow or permit the sale of any product or Motor Fuel under any Proprietary Mark which is not a Mobil brand product or Motor Fuel, or which is a grade of Mobil brand product or Motor Fuel other than described by the label or designation; nor will Retailer use the Proprietary Marks in a manner which deceives or causes a likelihood of confusion to the motoring public. Retailer will allow Supplier, its employees, agents or designees, to enter the Retail Location at any time during normal business hours of Retailer to obtain such samples, or conduct such tests or inspections as may, in Supplier’s judgment, be reasonably required to determine that Retailer is complying with the aforesaid obligations. Retailer shall cooperate with Supplier in any investigation or any alleged violations of such obligations.

Retailer agrees to submit a monthly Certification Statement showing inventories, deliveries, and meter readings to verify that all Motor Fuels sold at Retailers location under the Proprietary Marks was in fact purchased from Arizona Fuel Distributors, L.L.C. This Certification Statement will be completed and mailed to Arizona Fuel Distributors, L.L.C. by the 15th of the following month.

6.     Environmental Compliance .

(A)   Retailer represents and warrants that all of its equipment used for storage and handling of motor fuels meets applicable regulations including, but not limited to, federal and state environmental leak detention requirements and standards, and is capable of safely handling motor fuels without leaking. Retailer agrees that it will undertake its best efforts to ensure that equipment used for storage and handling of motor fuels meets all applicable regulations and that its employees will institute inventory controls substantially similar to those set forth below. Supplier shall have the right to make periodic assessments of Retailer’s facilities for the purpose of evaluating their capabilities to safely use, handle and store Suppliers motor fuels.

(B)   Retailer understands and acknowledges that the leakage of motor fuels from storage tanks is a concern and that operators of retail facilities where motor fuels are stored must take diligent and continual precautions to discover and stop any such leakage. Retailer agrees to keep and reconcile inventory records to indicate motor fuel losses. These records shall be maintained for each operating day and shall include the following information for each grade of type of motor fuel:

(1)   opening physical inventory, (2) sales, (3) fuel used other than sold, (4) receipts, (5) closing Physical inventory, and (6) variation (over or under). Retailer shall keep all records of purchases and sales including, but not limited to, sales tax records, product invoices and bills of lading.

(C)   Retailer shall comply with the Federal Inventory Program.

(D)  Retailer agrees to inspect motor fuel storage and handling facilities and surrounding areas at least once a week for indication of possible leakage. This inspection should include, but is not limited to the following areas: (1) around and under fuel dispensers, (2) inside remote pump access boxes, (3) inside fuel fill boxes, (4) storage tank diked areas, (5) transport truck loading and unloading areas, (6) pumps and piping, and (7) low areas, such as sumps, hillsides or culverts.

(E)  The inventory controls required by this Section 6 shall apply to all equipment used for storage and handling of motor fuels, regardless of legal title to the equipment. Retailer further agrees that it shall not list Supplier as the registered owner of any storage tank with any governmental agency without the prior written consent of Supplier.

(F)  Pollution control will be maintained by Retailer in connection with all operations by it. Retailer shall immediately report any spill or release as required by any federal, state, or local law.

(G)  Retailer shall cooperate with Supplier to facilitate the dissemination of any environmental, health and safety information from Supplier to all persons whom Retailer can reasonably foresee may be exposed to possible hazards from the products sold under this prescribed by Supplier, including but not limited to Material Safety Sheets, dispenser decals, portable container labels, fueling area signs, and information leaflets.

7.     Termination . In addition to any other rights of termination which Supplier may have, upon the occurrence of any of the following events, which events the parties agree are both reasonable and of material significance to the relationship hereunder, or upon such other grounds as are allowed under the Petroleum Marketing Practices Act, 15 U.S.C. Section 2801, et seq., as amended from time, Supplier may terminate this Agreement:

(A)  If retailer fails to observe Supplier’s reasonable rules, regulations, and requirements set forth in this agreement in effect at the delivery point at which delivery is made;

(B)  Upon default in the payment of any sum when due hereunder in the event any such payment is not made when due, Supplier may also at its option suspend making all further deliveries of all Motor Fuels until Retailer’s indebtedness is paid in full. The right to suspend deliveries does not operate as a waiver of Supplier’s right of termination for Retailer’s failure to pay for Motor Fuel when due and the obligation to pay for Motor Fuel delivered shall not be subject to offset for any claims against Supplier except for non-delivery of Motor Fuel billed to Retailer;

(C)  If Retailer, its employees, agents or invitees, violate the covenants of or fail to comply with any of the provisions of Paragraph 6, Environmental Compliance;

(D)  If Retailer violated or fails to comply with the minimum standards as required by the provisions of Paragraph 9, Minimum Standards;

(E)  If Retailer fails to take reasonable action to satisfy customer complaints as set forth in Paragraph 11, Customer Complaints;

(F)  If Retailer fails to comply with any applicable laws, ordinances, regulations, judicial or administrative orders, or other legal requirements of all governmental authorities, federal, state, municipal or other authority, pertaining to this Agreement and the loading, unloading, storage, transportation and sale of petroleum products. Termination of agreement cannot occur if Retailer is in litigation, contesting or appealing such failure of compliance in good faith;

(G)  If Retailer fails to maintain the quality integrity of Mobil brand Motor Fuels as set forth in Paragraph 5, Proprietary Marks;

(H)  Retailer shall not sell, assign, give, grant, devise or otherwise dispose of Retailer’s interests in this Agreement, without the prior written approval of Supplier; Supplier’s written approval shall not be unreasonably withheld or delayed.

(I)  If bankruptcy or insolvency proceedings are begun by or against Retailer under the Bankruptcy Code or if Retailer becomes insolvent;

(J)  Upon any breach of any of the terms, covenants, warranties, agreements or conditions of the Agreement or any other agreement that may be in effect between the parties pertaining to this facility;

(K)  If retailer makes or furnishes any false or misleading statement, or if Retailer fails to disclose information to Supplier, its agents or employees, concerning any material fact for the purpose of inducing Supplier to make any payment, to deliver Motor Fuels, to extend or continue to extend or increase credit or to issue any credit memorandum to Retailer or to any other party acting in concert with Retailer;

(L)  If the Retailer fails to comply with the provisions of Paragraph 19, Health and Safety Information;

Retailer shall not suffer, permit or allow the occurrence of any of the events enumerated in Subparagraphs (A) through (L) above. The occurrence of any of the events enumerated in Subparagraphs (A) through (L) above of this Termination Paragraph shall constitute a failure by Retailer to comply with a provision of this Agreement which is both reasonable and of material significance to the relationship between Supplier and Retailer and shall constitute good cause to cancel or terminate this Agreement as the term “good cause” or any similar term is or may be used in any federal or state statute effecting the rights of the parties to terminate this Agreement. Supplier’s rights of termination for good cause as defined above shall not in any way be affected by any previous waiver, forbearance or course of dealing.

8.     Market Withdrawal . In the event Supplier elects to withdraw from the marketing of Motor Fuels in the area of the Retail Location, pursuant to the provisions of the Petroleum Marketing Practices Act, 15 U.S.C. Section 2801, et. Seq., as the same may be amended from time to time, Supplier may terminate this Agreement at any time without further liability upon one hundred eighty (180) days written notice thereof to Retailer may, at any time thereafter, terminate this Agreement prior to the expiration of such 180-day period effective upon delivery of written notice thereof to Supplier.

9.     Mobil Identification and Minimum Standards . It is understood and agreed by Retailer that Supplier does not control the signs, brands, trademarks, or trade name Mobil has the right to disallow the use of the name Mobil or sale of its products if the retail facilities which Retailer operates do not comply with the provisions hereunder.

Retailer recognizes that it is in the interest of the parties to this Agreement for Retailer to affirmatively conduct its business to reflect favorably on the parties and to further promote public acceptance of Mobil Motor Fuels and its trademarks, brand names and trade dress (collectively “Identification”).

Retailer shall have the right to use certain Identification of Mobil, but only for the purpose of properly identifying and advertising Mobil brand Motor Fuels handled by Retailer through Mobil-branded retail outlets and in a manner and form satisfactory to Supplier and Mobil in Suppliers