ADDENDUM TO LEASE This addendum is to that certain lease dated June 23, 1989 by and between Rex Kipp, Jr. as his sole and separate property and estate, as lessor; and Bowlin's Incorporated, a New Mexico Corporation, hereinafter designated as lessee,...

                                ADDENDUM TO LEASE

This  addendum is to that  certain  lease dated June 23, 1989 by and between Xxx
Xxxx, Xx. as his sole and separate property and estate, as lessor;  and Xxxxxx'x
Incorporated,  a New Mexico Corporation,  hereinafter  designated as lessee, and
shall be effective as of January 1, 1992.

1. Paragraph I. Term and Rentals.

The term is  hereby  extended  from  [Confidential  treatment  requested].  This
extended term is granted by lessor in consideration of the extensive  remodeling
and additions being constructed at the lease site during 1992 by lessee.

Paragraph I. Subparagraph (A)

In  consideration or lessees  expenditures to improve  petroleum sales by adding
more gasoline pumps, a new island,  all new fiberglass  piping,  a new driveway,
and a new lighted  canopy,  lessor agrees to change the rent from  [Confidential
treatment requested] to the following:

           A.     [Confidential  treatment  requested]  other than gasoline will
                  remain unchanged.

           B.     Gasoline  sales will have rent paid as follows:  
                  [Confidential treatment requested]

Paragraph XIII. Purchase of Gasoline and Oil Products to be Sold:

Lessor  acknowledges  lessor owns control of X.X.  Xxxxx Oil Co. and agrees that
X.X. Xxxxx Co. will modify the rack price now in place to be as follows: El Paso
Chevron rack price  [Confidential  treatment  requested].  It is understood that
freight will be added to rack price at the prevailing  common carrier S.C.C.  or
I.C.C. rate tariffs.

Both parties agree that this addendum  becomes  effective  January 1, 1992, even
though it is to be executed at a later date in 1992.

WITNESS OUR HANDS this 8th day of June A.D. 1992


                                               LESSOR:

                                               /s/ Xxx Xxxx, Xx.
                                               -----------------
                                               XXX XXXX, XX.


                                               LESSEE
ATTEST:

/s/ Xxxxxxx X. XxXxxx                            By: /s/ Signature illegible    
---------------------                              ---------------------------- 
Asst. Secretary                                       BOWLINS INCORPORATED      
                                                      Executive Vice President  

THE STATE OF NEW MEXICO )
COUNTY OF XXXXXXX       )

         BEFORE ME, the undersigned authority,  on this day personally appeared,
XXX XXXX,  XX.,  known to me to be the person  whose name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and considerations therein expressed.

         GIVEN  UNDER MY HAND AND  SEAL OF  OFFICE,  this 8th day of June , A.D.
1992.


                                                       /s/ Signature illegible
                                                       -----------------------
                                                         Notary Public

My Commission Expires:

10/29/92
---------------------


THE STATE OF NEW MEXICO    )
COUNTY OF BERNALILLO       )


         BEFORE ME, the undersigned  authority,  on this day personally appeared
X.X. Xxxx,  Executive Vice President,  of Xxxxxx'x,  Incorporated,  a New Mexico
corporation,  known to me personally  and officially to be the person whose name
is  subscribed  to the  foregoing  instrument,  and  acknowledged  to me that he
executed the same for the Purposes and consideration  therein expressed,  as the
act and deed of said corporation.

         GIVEN  UNDER MY HAND AND  SEAL OF  OFFICE,  this 8th day of June , A.D.
1992.




                                                       /s/ Signature illegible
                                                       -----------------------
                                                         Notary Public




My Commission expires:

10/29/92
---------------------

THE STATE OF NEW MEXICO
COUNTY OF XXXXXXX

                                 LEASE AGREEMENT

This LEASE  AGREEMENT  entered into by and between XXX XXXX, XX. as his sole and
separate property and estate, as Lessor; and XXXXXX'X INCORPORATED, a New Mexico
corporation, hereinafter designated as Lessee-, shall be effective as of January
1, 1993.
                                   WITNESSETH:
                                   -----------

                                       I.

         TERM AND RENTALS:  This Lease becomes  effective  immediately  upon the
'expiration  of that certain Lease dated December 30, 1977 signed by then Lessor
(Predecessors in interest namely Xxxx Xxxx Xxxx, Xxx Xxxx Xx. and Xxxxxxx Xxxxxx
Xxxx) and Lessee on the demised  premises  from  January 1, 1978 to December 31,
1992.  Lessor for and in  consideration  of the covenants and agreements  herein
mentioned to be kept and performed by Lessee and its successors in interest, has
demised and leased to said Lessee that  certain  tract of land in Grant  County,
New Mexico, located in the area described as follows:

          A tract  of land in the NW 1/4 SE  1/4,  Section  19,  T 24 S, R 15 W,
          N.M.P.M., Grant County, New Mexico, described as follows:

          Beginning at the Southeast corner, whence the Southeast corner of said
          Section 19, bears S 53 degrees 43' 30" E, 2602, 41 ft. dist.; thence N
          55 degrees  01' W,  253.58 ft. to the  Southwest  corner;  thence N 34
          degrees  59' E,  357.58 ft. to the  Northwest  corner,  a point on the
          South  line  of  Interstate  00  Xxxxxxxx  Xxxx  Right-of-way;  thence
          Easterly,  along the South line of said  right-of-way  on an 11,559.20
          ft.  radius  curve to the left,  253.91 ft. to the  Northeast  corner;
          thence S 34  degrees  59' W,  345.03  ft. to the  place of  beginning,
          containing 2.042 acres, more or less.

          All as is more fully described in Exhibit "A" attached hereto.

         TO HAVE AND TO HOLD the above described premises with the appurtenances
unto  the  said  Lessee  and its  successors  in  interest,  from the 1st day of
January, 1993 for, during and until the [Confidential treatment requested], with
the right of Lessee to cancel

this Lease with thirty (30) days' notice to Lessors at any time during its term.
If  there  are no  significant  sales  as  hereinafter  set  forth  for  six (6)
consecutive  months,  Lessor can cancel  this Lease by giving  thirty (30) days'
written notice of such intention to Lessee.

        Lessee,  in  consideration  of the Lease of the  premises  aforesaid  by
Lessor to  Lessee,  does  covenant  and agree  with the said  Lessor  his heirs,
executors,  administrators  and  assigns,  to pay  Lessor  as rent for the above
described premises as follows:

         (A) [Confidential  treatment  requested] of all gross sales, payable on
tile 15th day of the month  following  the month wherein all of tile gross sales
have been reported,  with no minimum of gross sales  required,  said gross sales
being the only rental to be paid under this Lease.

         (B) Lessors  shall have the right to audit the books during the regular
business  hours is well as have access to New Mexico  sales tax reports from the
sales made on the demised premises.

         (C) Lessee shall use the above described premises for any legal purpose
whatsoever,  especially  those uses  commonly  exercised by Lessee in connection
with the  operation of trading post , gift and souvenir  shop or other  business
commonly associated therewith..

         (D) Lessor agrees that Lessor will not operate any type of  competitive
business similar to Lessee's on any of Lessors adjacent  properties at the Separ
Interchange on 0-00 X.X. 00 Xxx Xxxxxx.

                                       II.

         RECREATIONAL  VEHICLE  PARK - USE AND  RENTALS:  Lessor  agrees to give
Lessee  the  right to lease  two (2)  tracts  of land for the  construction  and
development  of a  recreational  vehicle park, and the further right that Lessee
may fence the said two  tracts if  necessary.  Said two tracts of land are to be
used by Lessee  for this  purpose  only and not on an  exclusive  basis.  Lessee
agrees to pay  Lessors  [Confidential  treatment  requested]  of all gross sales
received from

this  business.  Lessee  agrees to keep the park in a tidy state,  removing  all
trash that may accumulate on said land. Said two tracts of land are being leased
on a  non-exclusive  basis and if Lessor desires to use any portion of the below
described  premises  Lessor may do so in any manner  whatsoever  and for any use
whatsoever.  Any  permanent  improvements  that are placed on said two tracts of
land,  including barbed wire fence,  will become the property of Lessor and will
not be removed when this Lease expires.  Lessee shall retain the right to remove
any non-permanent dwellings such as mobile homes and non-permanent improvements,
equipment  and fixtures that have not been  permanently  attached to the ground.
Any signs that have been  placed on said two  tracts of land shall be  protected
under  Article XII herein.  If said  improvements  such as water  lines,  picnic
tables or other  improvements  which may be placed on the land by the Lessee are
later found to be in the way, Lessor may at Lessor's expense remove and relocate
same in order to make such use of the land that Lessor desire. The dates of said
recreational  vehicle  park  Lease  shall  be the  same as the  Lease  dates  in
Paragraph  I of this  Lease  and said  land  being  situated  on a strip of land
beginning oil the Northwest side of the (demised premises described in Paragraph
I of this Lease and  extending the distance of one and one-half (I 1/2) miles in
'a Northwesterly direction adjacent and contiguous to the Southwest right-of-way
line on Interstate 10. The second tract of land being situated  Southwest of the
Southern Pacific well for  approximately  three (3) miles between tile Northeast
Interstate 10 right-of-way line and tile Southern Pacific Railroad  right-of-way
line in a Southeasterly direction.  Lessor does not warrant that Lessor owns all
of the land heretofore  described for use as the  recreational  vehicle park; it
being unsurveyed.

        TITLE TO  PERMANENT  IMPROVEMENTS:  Lessee  hereby  waives  title to all
improvements,  such as  recreational  vehicle  park  fences  and sewer and water
lines,  but shall retain title to the old original  Continental  Divide  Trading
Post building with the right to remove the 

same upon termination of this Lease or any renewal hereof, and Lessee shall also
have the right to remove any  non-permanent  type of homes for employee  housing
placed on the premises.

         RESTRICTION   ON   ASSIGNMENT:   This  Lease  shall  not  be  assigned,
transferred,  or any portion of the demised premises sublet, without the written
consent of Lessor first had and obtained.  However,  in connection with Lessee's
usual  business  operation,  Lessee  shall  have the  right to  arrange  for the
establishment  of any  display  or  operation  on said  demised  premises,  on a
commission  basis,  so long as Lessee  exercises  control  thereover and remains
fully  responsible to Lessor herein. If any portion of the premises is subleased
out on a  commission  basis,  three  (3%)  percent  of the gross  sales from the
subleased  operation  shall be included as a part of the rentals due Lessor (not
three (3%) per cent of the subleased rentals paid by sublessee to the Lessee).

                                       V.

         TAXES:  Lessor will pay all normal real estate  taxes on all  buildings
and Lessee will pay any increases on such taxes during the term of this Lease.

                                       VI.

         WATER:  Lessee  shall  have  the  right to use  water  on said  demised
premises  from what is known as  Lessors'  "Leased S. P. Well" on lands  located
North of Separ  Interchange  provided Lessee maintains the pump thereon together
with the water  system  and shall  maintain  water  lines from well to point and
place of use. Lessor is to be furnished adequate water for Lessors' livestock at
no expense except the maintenance of Lessors' own water line. All water pipes in
the ground at  termination  of this Lease shall  remain in place.  Lessee is not
obligated  to drill a water well,  but if for any reason  Lessee does  develop a
water well on said demised  premises  Lessee shall continue to furnish  adequate
water for Lessors' range livestock on the same basis that it has heretofore been
used by Lessor without cost provided Lessor install and maintain their own water
line  from well to point and  place of use.  In the event the  Southern  Pacific
Railroad cancels

the Lease on the S.P.  Well leased by lessor the  agreement of Lessor to furnish
Lessee with water shall  likewise  terminate  but Lessee shall have the right to
drill  and  develop  a water  well  on said  demised  premises,  subject  to the
conditions  mentioned  above,  provided,  however,  that anything  herein to the
contrary  notwithstanding,  Lessor  shall not be bound to  furnish  Lessee  with
water,  especially  in the event said S.P.  Well Lease is canceled or  modified.
Lessee  shall  furnish  water to Bar T service  station for the duration of this
Lease. Lessor will pay one-half (1/2) of all repairs and replacement of any pump
and Lessee shall pay the electricity costs for operating said pump. Lessees have
title to the present equipment and any future equipment put on the well.

                                      VII.

DESIGNATION OF PLACE TO RECEIVE RENTS OR OTHER NOTICES UNDER THIS LEASE:  Lessee
shall send all rent  payments to Xxx Xxxx,  Xx.,  Xxx X,  Xxxxxxxxx,  Xxx Xxxxxx
00000, or whatever address Lessor may designate in writing.

                                      VIII.

         EMINENT DOMAIN:  In the event the demised  premises or any part thereof
is taken for public or quasi-public purposes by condemnation, lessee shall leave
no claim to nor still Lessee be entitled to any portion of any award with regard
to the real  property  (land) for  damages or  otherwise,  all right to any such
award being hereby  assigned to Lessor.  In the event only a part of the demised
premises  is so taken,  Lessee  shall have the Tight and  option to cancel  this
Lease for the remainder of the demised term in the event Lessee also  determines
that said taking materially  interferes with Lessee's business,  or said parties
may Mutually agree upon a continuance of said Lease on terms mutually agreeable.

                                       IX.

        INDEMNIFICATION OF LESSOR AGAINST LIENS: Lessee covenants that it will ,
at all times  prior to the  termination  of this Lease and the  delivery  to the
Lessor of possession of said 

demised premises, pay and discharge and indemnify the Lessor against any and all
liens and  charges  of any and every  nature  and kind  which may at any time be
established  against  said  land  and  improvements  or any  part  thereof  as a
consequence,  direct  or  indirect,  of any act or  omission  of  Lessee or as a
consequence,  direct  or  indirect,  of any act or  omission  of  Lessee or as a
consequence direct or indirect, of the existence of Lessee's interest under this
Lease;  any:  and all  loss,  cost,  damage,  or  expense  sustained  by  Lessor
(including any attorney's  fees and expenses of Lessor) on account of or through
the use of the  land or any  part  thereof  by  Lessee  or by any  other  person
whomsoever,  for any purpose  inconsistent  with the provisions of this Lease or
arising  out of or directly  or  indirectly  due to any failure of Lessee in any
respect to promptly and faithfully satisfy its obligations under this Lease.

                                       X.

         INDEMNITY  OF  LESSOR BY  LESSEE  AGAINST  LOSS:  Lessee  covenants  to
indemnify and hold and save harmless  Lessor  against any and all claims arising
from tile conduct or management of or from any work or thing  whatsoever done in
or about tile  demised  premises  or any  building or  structure  thereof or the
equipment thereof during said demised term or arising from any act or negligence
of Lessee or any of its agents,  contractors,  patrons or employees,  or arising
from any accident,  injury, or damage whatsoever caused to any person or persons
or to the property of any person, persons; corporation or corporations occurring
during said term on, in or about the demised  premises  and from and against all
cost,  counsel fees,  expenses,  and  liabilities  incurred in or about any such
claim or any action or proceeding  being brought against Lessor by reason of any
such claim,  the Lessee,  on notice from the Lessor  shall resist or defend such
action or proceeding by counsel satisfactory to Lessor.

                                       XI.

         FORFEITURE  PROVISION:  This Lease is made on the condition that Lessee
shall  perform  all of the  covenants  and  agreements  herein  set  forth to be
performed  by it. If at any time  there be  default on the part of Lessee in the
payment of rent,  taxes,  assessments  or other charges and payments by it to be
made, or either or them or any part thereof, or if there shall be default on the
part  of  Lessee  in the  performance  or  observance  of  any of the  remaining
covenants or  agreements  thereof by it to be observed and  performed,  and such
default shall  continue for a period of thirty (30) days after written notice by
certified mail of such default being given by Lessor to Lessor shall at any time
thereafter  without demand have full right, at their  election,  on fifteen (15)
days'  written  notice by  certified  mail to Lessee,  to enter upon the demised
premises and take immediate  possession thereof.  In addition,  Lessor may bring
suit for, and collect all rents, taxes, assessments, the time of such entry this
Lease and all rights herein granted shall become void to all intents payments or
other charges which shall have accrued by or to the time of such entry. From and
purposes  whatsoever,  and  all  improvements  made on said  premises  shall  be
forfeited to Lessor without compensation  therefor to Lessee. In addition to the
other  rights in this  Paragraph  Lessor  shall have the right to xxx Lessee for
damages, if Lessee fails to pay any rent required under this Lease.

                                      XII.

         SIGNS: As a further consideration herein, Lessor does hereby grant unto
Lessee the right to install signs advertising  Lessee's business on said demised
premises and on other lands  presently  owned by Lessor along said Interstate 10
East and West from the Separ  Interchange,  provided,  however,  that said signs
shall be installed in full  compliance  with the laws of the State of New Mexico
and on locations agreeable to Lessor and that Lessee assumes full responsibility
for any injury caused thereby.  Upon  termination of this Lease,  signs and sign
permits will remain tile property of Lessee with Lessee having the right to sell
the same and with the right of first

refusal to be offered  Lessor.  If Lessor  accepts said offer,  Lessee agrees to
execute any and all  documents  necessary to transfer the permits to Lessor.  If
any sign or signs are damaged,  replaced or retired,  all excess  materials  and
trash  will be  retrieved  in  order  that  the  premises  will  remain  in good
condition.

                                      XIII.

PURCHASE OF GASOLINE  AND OIL  PRODUCTS  TO BE SOLD:  Lessee  agrees to purchase
gasoline  and oil products  sold or used on the premises  from XXXXXX X. SHORT &
SON, INCORPORATED,  as long as this corporation is competitive in its prices. In
the case of a shortage of these  products and said  corporation  cannot  deliver
said products, purchases can be made on a temporary basis from others.

                                      XIV.

         BINDING ON SUCCESSORS:  The covenants and contained  herein shall apply
and ensure to the benefit of and be binding  upon the parties  hereto,  and upon
their respective successors in interest and legal representatives.

WITNESS OUR HANDS this 23rd day of June , A.D. 1989.

                                      LESSOR:

                                      /s/ Xxx Xxxx, Xx.
                                      -----------------------
                                      XXX XXXX, XX.

                                      LESSEE:
ATTEST:

                                       By: /s/ X.X. Xxxx
                                         ---------------------
/s/ Xxxxxxx X. XxXxxx                    XXXXXX'X INCORPORATED
-------------------------                Executive Vice President
Asst. Secretary                          

THE STATE OF NEW MEXICO    )
COUNTY OF XXXXXXX          )

        BEFORE ME, the undersigned  authority,  on this day personally appeared,
XXX XXXX,  XX.,  known to me to be tile person whose name is  subscribed  to the
foregoing instrument,  and acknowledged to me that lie executed the same for the
purposes and considerations therein expressed.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day 23rd day of June, A.D.
1989.


                                                  /s/ Signature illegible
                                                  -----------------------
                                                  Notary Public
My Commission Expires:


10/29/92

THE STATE OF NEW MEXICO   )
COUNTY OF BERNALILLO      )


        BEFORE ME, the undersigned  authority,  on this day personally  appeared
X.X. Xxxx,  Executive Vice President,  of Xxxxxx'x,  Incorporated,  a New Mexico
corporation,  known to me personally and officially to be tile person whose name
is subscribed  to the  foregoing  instrument,  and  acknowledged  to me that lie
executed the sai-ne for the purposes and consideration therein expressed, as the
act and deed of said corporation.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 5th day of July A.D. 1989.


                                                  /s/ Signature illegible
                                                  -----------------------
                                                  Notary Public

My commission expires:

     9 /19/91
---------------------

                              Memorandum of, Lease

Parties:             Xxxxxx'x  Incorporated, a New  Mexico corporation (Lessee);
                     and Xxx Xxxx, XX. (Lessor)

Effective Date:      June 23, 1989

         1.  Description.  This is a Memorandum of an  unrecorded  lease (lease)
executed  between  Lessor  and  Lessee  on June 23,  1989  for the  lease of the
property described as:


A tract of land in the NW 1/4 SE 1/4, Section 00 X 00 X, X 00 X, X.X.X.X., Xxxxx
Xxxxxx, Xxx Xxxxxx, described as follows:

Beginning at the Southeast xxxxx, whence the Southeast xxxxx of said Section 19,
bears S 53 degrees  43' 30" E. 2602,  41 ft.  dist.;  thence N 55 degrees 01' W.
253.58 ft. to the Southwest xxxxx;  thence N 34 degrees 59' E. 357.58 ft. to the
Northwest  xxxxx,  a point on the South line of  Interstate  10 @ frontage  Road
Right-of-way  on an 11,559.20  ft.  radius curve to the left,  253.91 ft. to the
Northeast  xxxxx;  thence  S 34  degrees  59' W,  345.03  ft.  to the  place  of
beginning, containing 2.042 acres, more or less-, and also

A strip of land beginning on the Northwest side of the above referenced premises
and  extending  one and  one-half  (I 1/2)  miles in a  Northwesterly  direction
adjacent and contiguous to the Southwest right-of-way line on Interstate 10, and
also

A second tract of land  approximately 3 miles long and situated Southeast of the
Southern Pacific well between the Northeast  Interstate 10 right-of-way line and
the Southern Pacific Railroad right-of-way line in a Southeasterly direction.

2. Term,  The term of the Lease  shall begin on January 1. 1993 and shall end on
December 3 1. 2002.

3 . This memorandum is not a complete summary of the terms and conditions of the
Lease.  In the event of a conflict  between the Lease and this  memorandum,  the
Lease shall control.

XXXXXX'X INCORPORATED,                                    /s/ Xxx Xxxx, Xx.
a New Mexico  Corporation                                 -------------------
                                                          Xxx Xxxx, Xx.
/s/ C.C. Xxxx                                                 Xxxxxx
---------------------------- 
X.X. Xxxx                    
Executive Vice President     

                            
STATE OF NEW MEXICO      )    
                         ) SS.
County of Bernalillo     )


         SUBSCRIBED  AND SWORN TO before me this 1st day of August,  1989 by Xxx
Xxxx, Xx.



                                                        /s/ Xxxxxxx X. XxXxxx
                                                        ---------------------
                                                         Notary Public

My Commission expires:


5/31/91
-----------------------


STATE OF NEW MEXICO        )
                           ) ss.
County of Bernalillo       )

SUBSCRIBED  AND SWORN TO  before me this 1st day of August , 1989 by X.X.  Xxxx,
Executive Vice President of Xxxxxx'x Incorporated.



                                                       /s/ Xxxxxxx X. XxXxxx
                                                       ---------------------
                                                         Notary Public

My commission expires:


5/31/91
----------------------