EXHIBIT 10.12 LIQUOR LICENSE PURCHASE AGREEMENT SOUTHWEST CONVENIENCE STORES, LLC, (the "Seller"), and SCS BEVERAGE, INC. (the "Buyer"), agree: 1. SALE OF LIQUOR LICENSES. Seller owns seventeen (17) New Mexico Liquor Licenses, presently located in New...

EXHIBIT 10.12

LIQUOR LICENSE PURCHASE AGREEMENT

SOUTHWEST CONVENIENCE STORES, LLC, (the "Seller"), and SCS BEVERAGE,
INC. (the "Buyer"), agree:

1. SALE OF LIQUOR LICENSES. Seller owns seventeen (17) New Mexico
Liquor Licenses, presently located in New Mexico and listed on Exhibit A of
this agreement (the "Licenses"). Seller will sell and transfer the Licenses to
Buyer on the terms provided in this Agreement. A copy of the ▇▇▇▇ of Sale
conveying the Licenses to Buyer which is to be delivered by Seller to Buyer at
Closing is attached as Exhibit B.

2. SALE OF INVENTORY. Seller will also sell and transfer to Buyer
all inventories of alcoholic beverages on hand at Closing (the "Inventory"), on
the terms provided in this Agreement. A copy of the ▇▇▇▇ of Sale conveying the
Inventory which is to be delivered by Seller to Buyer at Closing is attached as
Exhibit E.

3. PURCHASE PRICE AND TERMS. The purchase price for the Licenses is
Two Million, Six Hundred Twenty-One Thousand and 00/100 Dollars ($2,621,000.00)
and the purchase price for the Inventory is Two Hundred Twenty-Two Thousand,
Three Hundred Seventy and 24/100s ($222,370.24) (collectively, the "Purchase
Price"). The Purchase Price shall be payable by Buyer's execution and delivery
of a demand Promissory Note in the form attached as Exhibit C. Buyer's
obligations under the Promissory Note shall be secured by a first priority lien
on the Licenses and Inventory and a pledge of all the outstanding capital stock
of Buyer pursuant to the terms of a Security Agreement in the form attached as
Exhibit D.

4. TRANSFER OF LICENSE; CLOSING.

A. Within five (5) business days after the date of this Agreement,
Buyer will apply to the New Mexico Alcohol and Gaming Division ("AGD") for
approval of

the transfer of the Licenses to Buyer for Buyer's use at the Licensed Premises
in New Mexico, shown on Exhibit A. Seller will cooperate and assist Buyer in
obtaining the necessary approvals for the transfer of ownership and will
execute all documents required for said transfer.

B. On the later to occur of May 31, 2003 or five days after final
approval by the AGD of the transfer of the Licenses to Buyer, or such other
later dates as Buyer and Seller shall agree, Buyer and Seller shall consummate
the transfer of the Licenses by execution of the ▇▇▇▇ of Sale, Promissory Note
and Security Agreement (the "Closing"). Simultaneously with the execution
hereof, Buyer and Seller have entered into a Premises Lease which shall become
effective upon the Closing.

5. SELLER'S REPRESENTATIONS AND COVENANTS. Seller warrants and
represents to Buyer that Seller owns the Licenses and the Inventory, has the
right to convey the Licenses and the Inventory, and will deliver to Buyer at
Closing executed Bills of Sale in the form of the Bills of Sale attached as
Exhibit B and Exhibit E.

6. BUYER'S REPRESENTATIONS AND COVENANTS. Buyer warrants and
represents to Seller that Buyer:

(i) Is qualified to do business in the State of New Mexico or
will be qualified to do business in New Mexico when the application is filed
with the AGD.

(ii) Will use reasonable efforts to pursue the application
for transfer of ownership and location in a diligent and timely manner and
comply with all reasonable requirements of State and Municipal hearing
officers.

(iii) Will pay the purchase price at Closing as provided by
paragraph 2.

(iv) Will, after Closing, comply with all terms of the Promissory
Note, the Security Agreement and the Premises Lease.

7. OPTION TO REPURCHASE LICENSES. Until the Promissory Note has
been paid in full according to its terms, Seller shall have, and Buyer hereby
grants to Seller, an option exercisable at any time by Seller, to re-purchase
the Licenses and any Inventory on hand at the Licensed Premises from Buyer at
the Purchase Price. Upon exercise of the option, Seller shall pay such purchase
price solely by canceling the Promissory Note and delivering such cancelled
note to Buyer.

8. NOTICES. All notices, requests, demands and other communications
given as provided in this Agreement will be in writing and will be deemed duly
given, if delivered by hand with signed receipt, or mailed by prepaid certified
or registered mail.

A. Seller at: SOUTHWEST CONVENIENCE STORES, LLC
c/o Legal Department
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇;

B. Buyer at: SCS BEVERAGE, INC.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

9. AMENDMENTS/GOVERNING LAW. This Agreement may be modified or
amended only by a written document signed by Seller and Buyer. This Agreement
is governed by the laws of New Mexico, constitutes the entire agreement of
Seller and Buyer, and binds and benefits Seller and Buyer, their heirs,
personal representatives, successors and assigns.

10. FORCE MAJEURE. Neither Seller nor Buyer will be liable for any
failure to perform any provision hereof because of fire or other casualty,
riot, strike, natural disaster, governmental regulation or restriction.

11. COUNTERPART AND FACSIMILE. This Agreement may be signed in
counterparts. If this Agreement is signed in counterparts, the signatures of
the parties will appear on different or separate pages, but the contract
language and signature blocks will be exactly the same on each of the separate
pages. A facsimile transmission of a signature or signatures on this Agreement
will be deemed original signatures. If this Agreement is signed in counterpart
and/or any of the signatures on this Agreement are pursuant to a facsimile
transmission, the counterparts and/or the facsimile transmission(s) will have
the same effect as an original Agreement with original signatures on the same
signature page.

SELLER: BUYER:

SOUTHWEST CONVENIENCE STORES, SCS BEVERAGE, INC.
LLC

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- ------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Financial Officer Title: President
& Vice-President

Dated: May 12, 2003 Dated: May 12, 2003

EXHIBIT A
TO LIQUOR LICENSE PURCHASE AGREEMENT

NEW MEXICO LIQUOR LICENSES AND PREMISES LOCATIONS

7 7-Eleven #57704 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1321 7-Eleven #57719 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1354 7-Eleven #57723 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4068 7-Eleven Food Store #57700 ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1322 7-Eleven Food Store #57705 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4045 7-Eleven Food Store #57706 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
982 7-Eleven Food Store #57707 10324 Menaul, N.E. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1355 7-Eleven Food Store #57708 13601 ▇▇▇▇▇▇, N.E. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
93 7-Eleven Food Store #57710 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
628 7-Eleven Food Store #57111 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
147 7-Eleven Food Store #57712 ▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
645 7-Eleven Food Store #57713 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
957 7-Eleven Food Store #57715 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
907 7-Eleven Food Store #57716 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
183 7-Eleven Food Store #57718 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1330 7-Eleven Food Store #57720 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4060 7-Eleven Food Store #57721 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

EXHIBIT B
TO LIQUOR LICENSE PURCHASE AGREEMENT

▇▇▇▇ OF SALE

SOUTHWEST CONVENIENCE STORES, LLC, hereby transfers, for consideration
paid, the receipt and adequacy of which is hereby acknowledged, all right, title
and interest in the New Mexico Liquor Licenses shown on Exhibit A attached
hereto, (the "Licenses") to SCS BEVERAGE, INC, and represents and warrants that
the Licenses are free and clear from liens, encumbrances and restrictions and
that the title to the Licenses are good and marketable.

Southwest Convenience Stores, LLC.

By:
------------------------------------
Name:
Title:

ACKNOWLEDGMENT

STATE OF )
)
COUNTY OF )

This instrument was acknowledged before me on this __ day of _________ 2003
by ________________________________.

----------------------------------------
Notary Public

My Commission Expires:

------------------------------------

EXHIBIT A
TO
▇▇▇▇ OF SALE

NEW MEXICO LIQUOR LICENSES AND PREMISES LOCATIONS

EXHIBIT C
TO LIQUOR LICENSE PURCHASE AGREEMENT

PROMISSORY NOTE

SCS BEVERAGE, INC (the "Maker"), promises to pay to the order of SOUTHWEST
CONVENIENCE STORES, LLC (the "Payee"): A. On demand of Payee: the principal
amount of Two Million, Eight Hundred Forty-Three Thousand, Three Hundred Seventy
and 24/100s Dollars ($2,843,370.24) consisting of Two Million, Six Hundred
Twenty-One Thousand and no/100s Dollars ($2,621,000) representing the purchase
price of the Licenses (as defined below) and Two Hundred Twenty-Two Thousand,
Three Hundred Seventy and 24/100s Dollars ($222,370.24) representing the
purchase price of the Inventory (as defined below). No interest shall accrue on
the outstanding principal balance hereunder.

B. On demand of Payee: (1) all costs of collection, including the
reasonable actual lawyers' fees of Payee, if this Promissory Note is placed with
a lawyer for collection. All payments will be applied first to costs of
collection, then to principal. Before demand for payment by Payee, Maker may not
pay any or all of the unpaid balance. This Promissory Note is entitled to the
benefit of a Security Agreement of even date (the "Security Agreement") from
Maker to Payee, and the principal amount of this Promissory Note may also become
due, at the option and demand of Payee, on the occurrence of events of default
provided in the Security Agreement or on the expiration or termination of the
Premises Lease (as defined in the Security Agreement), whichever first occurs.

C. On demand of Payee for payment of this Promissory Note, Maker shall
discharge the principal amount of this Promissory Note by completing the
transfer of ownership of the seventeen (17) New Mexico Liquor Licenses
("Licenses") and all inventories of alcoholic beverage then on hand at the store
locations covered by the Licenses (the "Inventory") to Payee or the designee of
Payee, free and clear of any liens or encumbrances. The transfer of ownership
will not be deemed complete until the ownership of the Licenses are changed on
the records of

the New Mexico Alcohol and Gaming Division to Payee or the designee of Payee and
the Licenses are issued in the name of Payee or the designee of Payee as owner.

D. On written notice from the Payee to Maker, whether or not the Maker is
in default under any of the agreements between the parties, the Payee may
require Maker to transfer the ownership of the seventeen (17) Licenses and the
Inventory to Payee or its designee. In order to allow the Payee to transfer the
ownership of the Licenses and Inventory, the Maker will deliver upon the
execution of this Promissory Note and the Security Agreement, a ▇▇▇▇ of Sale
executed by the maker for the Licenses, which ▇▇▇▇ of Sale will be held by the
Payee.

E. No failure on the part of Payee or other holder of this Promissory Note
to exercise any right or remedy as provided in this Promissory Note, whether
before or after the happening of a default, will constitute a waiver of the
right or remedy, and no waiver of any past default will constitute waiver of any
future default or of any other default. No failure to demand payment of the debt
evidenced by this Promissory Note by reason of a default as provided in this
Promissory Note, or indulgence granted from time to time, will be construed to
be a waiver of the right to insist upon prompt payment later, or will be deemed
to be a novation of this Promissory Note or as a reinstatatement of the debt
evidenced by this Promissory Note or be construed so as to preclude the exercise
of any right, or be construed so as to preclude the exercise of any right that
Payee may have, under New Mexico law, by agreement or otherwise; and Maker
expressly waives the benefit of any statute or rule of law or equity which would
produce a result contrary to, or in conflict with, the foregoing. This
Promissory Note may not be changed orally, but only by an agreement in writing
signed by the party against whom the agreement is sought to be enforced.

F. Maker, for Maker and for the successors and assigns and
successors-in-interest of Maker, waives presentment, protest, demand, diligence,
notice of dishonor and of nonpayment, and waives and renounces all rights to the
benefits of any statute of limitation and any moratorium, appraisement,
exemption and homestead now provided or which may later be provided by any
federal or state statute, including, but not limited to, exemptions provided by
or

allowed under any of the federal bankruptcy laws, both as to Maker personally
and as to all of the property of Maker whether real or personal, against the
enforcement and collection of the debt evidenced by this Promissory Note and any
and all extensions, renewals and modifications of this Promissory Note.

G. This Promissory Note will be governed by and construed under the law of
New Mexico. Maker submits to the non-exclusive personal jurisdiction within
Bernalillo County, New Mexico, for the enforcement by the holder of this
Promissory Note of the obligations of Maker as provided in this Promissory Note
and the Security Agreement, and waives any and all personal rights under the law
of any other state to object to jurisdiction within Bernalillo County, New
Mexico, for the purposes of litigation to enforce the obligations of Maker.

DATED: February 29, 2004.

SCS BEVERAGE, INC.

By:
------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
President

EXHIBIT D
TO LIQUOR LICENSE PURCHASE AGREEMENT

SECURITY AGREEMENT

SCS BEVERAGE, INC a Texas corporation (the "Debtor"), ▇▇▇▇ ▇. ▇▇▇▇▇▇
("Owner") and SOUTHWEST CONVENIENCE STORES, LLC, a Texas LLC (the "Secured
Party") agree:

1. Security Interest. Debtor hereby grants to Secured Party a security
interest in seventeen (17) New Mexico Liquor Licenses shown on Exhibit A and
made a part of this agreement (the "Licenses") and in all inventories of
alcoholic beverages on hand at the premises listed on Exhibit A (the
"Inventory"). Owner also hereby grants to Secured Party a security interest in
all of the outstanding capital stock of the Debtor as shown on Exhibit B
("Stock"). Debtor and Owner further grant to Secured Party a security interest
in any additions, replacements, accessions and substitutions to or for the
Licenses, Inventory or the Stock, and in all proceeds of the foregoing
(collectively, the "Collateral").

2. Obligations Secured. This security interest is given to secure (i)
the payment and performance of the Promissory Note of even date herewith
executed by Debtor in favor of Secured Party, for the benefit of Secured Party
(the "Promissory Note"); (ii) the payment and performance of the Premises Lease
executed by Secured Party, as lessor, and Debtor, as lessee, covering the
licensed premises for the Licenses in the State of New Mexico (the "Premises
Lease"); (iii) the payment by Debtor of any costs or fees incurred by Secured
Party as provided in paragraph 7 of this Security Agreement (this "Agreement");
and, (iv) the performance by Debtor as provided for in this Agreement, the
Premises Lease, Liquor License Purchase Agreement, and the Promissory Note
(collectively, the "Obligations").

3. Ownership. Debtor's interest in the Collateral is free from
encumbrance. Debtor will defend the Collateral against all claims of all persons
at any time claiming the Collateral or any interest in the Collateral, except
for that of Secured Party.

4. Perfection. Debtor represents and warranties that no financing
statement covering the Collateral is on file in any public office. The
Collateral is and will remain personal property. Secured Party may file
financing statements covering the Collateral in forms satisfactory to Secured
Party.

5. Use. Until default or demand for conveyance of the Licenses to
Debtor, Debtor may use the Collateral at the present licensed premises of each
License in lawful manner not inconsistent with this Agreement, but may not
transfer (including any transfer of location of the Collateral), or encumber the
Collateral (other than sales of the Inventory in the ordinary course of
business), without the prior written consent of Secured Party which consent may
be withheld by Secured Party for any reason within the sale and absolute
discretion of Secured Party. In addition, Debtor and Owner will not permit any
transfer of all or any portion of the Stock or any ownership interest in Debtor,
whether by merger, consolidation, liquidation, or, except as provided above,
transfer of all or any portion of the assets of Debtor (including the Licenses)
without the prior written consent of Secured Party which consent may be withheld
by Secured Party for any reason within the sale and absolute discretion of
Secured Party.

6. Protection. Debtor will renew the Collateral every year and pay all
costs and expenses required in the renewal of the Collateral. Debtor will not
allow any liens on the Collateral.

7. Liquor Wholesalers. Debtor will pay all liquor wholesalers on a
timely basis. Debtor will not permit any liens by wholesalers or others to be
created with respect to any or all of the Licenses pursuant to the Liquor
Control Act or otherwise. All debts incurred by Debtor in connection with the
operation of the Licenses shall be paid by Debtor. During the term of this
Security Agreement, or any extension or renewal thereof, Debtor agrees to pay
all New Mexico liquor wholesalers within 30 days of the date of the invoice for
liquor delivered. Secured Party may obtain information directly from the liquor
wholesalers concerning balances and payments made by Debtor during the term of
this Security Agreement. Debtor agrees to

provide Secured Party with proof of payment of any liquor wholesaler debt, upon
request of Secured Party.

8. Taxes. During the term of this Security Agreement, Debtor will pay
all taxes, fees, expenses, charges and bills including fines and penalties,
properly imposed on any or all of the Licenses, including but not limited to
local, State, Federal, and city renewal permits and taxes, or the use,
registration, leasing, licensing, rental, or operation of the Licenses, but not
Secured party's federal or state income taxes. Debtor will file, report and pay
when due all applicable New Mexico Gross Receipts Taxes (CRS-1) on sales
generated by operation of the Licenses as well as any and all applicable sales,
gross receipts, or compensating taxes generated by the licenses to New Mexico
Taxation and Revenue Department ("Tax Department") rules and regulations.
Debtor's gross receipts tax identification number is 02-B04606-00-3. Debtor will
send Secured Party a copy of the monthly gross receipts tax returns filed by the
Debtor with the Tax Department and a copy of each check or other proof of
payment of Debtor's CRS return is filed with the Tax Department. Debtor will
also provide Secured Party with a copy of the annual income tax return of Debtor
which is filed by Debtor with the Tax Department. Secured Party or Secured
Party's attorneys are authorized to ascertain directly from the Tax Department
that Debtor is filing and paying all taxes. If Secured Party determines that any
amounts are due and unpaid, Secured Party is authorized to obtain information
from the Tax Department about the specific amount of taxes due and for which
period of time, including information on any penalties and interest due. All
information obtained by Secured Party about Debtor's taxes is proprietary and
confidential and will not be disclosed to third parties, except in the course of
litigation between the parties, in which case the information may be disclosed
to the court or in discovery.

9. Costs. If Debtor fails to pay or perform any of the Obligations of
Debtor, Secured Party may do so on behalf of Debtor. If this Agreement is placed
in the hands of a lawyer for enforcement, Debtor will pay the costs and attorney
fees and other legal expenses incurred by Secured Party in enforcing this
Agreement. Any amounts expended by Secured

Party to pay any liens or claims of the New Mexico Taxation and Revenue
Department, New Mexico liquor wholesalers or a Landlord; any amounts expended by
Secured Party in performing the Obligations of Debtor or in enforcing this
Agreement; and any costs, fees of lawyers, and other legal expenses incurred by
Secured Party in enforcing this Agreement will be payable by Debtor to Secured
Party on demand.

10. Default. Debtor will be in default under this Security Agreement
upon the happening of any of the following events:

A. Failure of Debtor to pay or perform when due any of the
Obligations.

B. The appointment of a receiver of anyone or more of the
Licenses, assignment for the benefit of creditors by, or the
commencement of any proceedings under any bankruptcy or
insolvency laws by or against Debtor, which proceedings are not
dismissed within 30 days after filing.

C. Any representation or guarantee made by Debtor is false.

D. Debtors transfers, or attempts to transfer (including
lease), location or ownership of the collateral (except as
permitted herein) without prior written consent of the Secured
Party.

E. Debtor fails to renew the Licenses with the Alcohol and
Gaming Division before June 30 of each year or to pay all fees
due to the local option districts for the Licenses when due.

F. The vacating or abandonment of the Leased Premises by
Debtor.

G. The failure by Debtor to make any payment of fines to the
AGD.

H. The failure by Debtor to observe or perform any of the
covenants, conditions or provisions of this Security Agreement to
be observed or performed by Debtor.

I. More than three violations of the Liquor Control Act for
sale of liquor to a minor within a 12-month period.

J. More than three violations of the Liquor Control Act for
sale of liquor to intoxicated persons within a 12-month period.

K. Any complaint by the AGD or other authorized governmental
agency that Debtor is operating a public nuisance that is not
dismissed or resolved within a four month period after the date
that a complaint or charge is served upon Debtor.

L. Any change by the AGD that Debtor is sharing profits with
a third party or is permitting a third party to operate the
Licenses which is not dismissed or resolved within a four month
period after the date that a citation is issued.

M. Any default by Debtor under the Liquor License Purchase
Agreement, Promissory Note or Premises Lease.

11. Remedies. Upon the default of Debtor, Secured Party may, at any
later time, declare any monetary Obligations due and payable and all other
Obligations immediately due without notice to Debtor of the exercise of the
acceleration, and will have the remedies of a secured party as provided in the
New Mexico Uniform Commercial Code, the New Mexico Liquor Control Act and this
Agreement. Secured Party may take possession of the Collateral with or without
judicial process. Secured Party will give Debtor reasonable notice of the time
and place of any public sale or of the time after which any private sale or any
other intended disposition of the Collateral is to be made. The requirements of
reasonable notice will be met if the notice is mailed, postage prepaid, to
Debtor at least ten days before the time of the sale or disposition. Upon the
default of Debtor, Debtor intends to permit Secured Party to obtain immediate
ownership, possession and use of the Collateral as provided in Section 60-6A-19
NMSA 2001 in order to enable Secured Party to use the Collateral for the
business which is the successor to the business of Debtor in order to provide
continuous and uninterrupted sales of

alcoholic beverages in the transition from the business of Debtor as that
business existed before the default of Debtor to the business which is the
successor to the business of Debtor. If, for any reason, Secured Party is unable
to obtain governmental approval to use the Collateral to begin sale and service
of alcoholic beverages immediately after cessation of business by Debtor, as an
alternative to Secured Party exercising the rights of Secured Party under
Section 60-6A-19 ▇▇▇▇ ▇▇▇▇, upon default of Debtor, at the sale option of
Secured Party, Debtor shall lease the Collateral to Secured Party, or a designee
of Secured Party, for rent of $50.00 for the term beginning on the date of
default by Debtor and ending upon the governmental approval of use of the
Collateral by Secured Party, or a designee of Secured Party, as owner of the
Collateral (the "Lease") unless Secured Party, at the sale option of Secured
Party, elects to terminate the Lease sooner. Debtor irrevocably designates
Secured Party, or a designee of Secured Party, as the attorney-in-fact of Debtor
to take all necessary actions, including, but not limited to, acting on behalf
of Debtor with the New Mexico Alcohol and Gaming Division, the New Mexico
Taxation and Revenue Department, the City of Santa Fe and all New Mexico liquor
wholesalers, in exercising the rights of Secured Party under Section 60-6A-19
▇▇▇▇ ▇▇▇▇ and the Lease, or both. Contemporaneously with the signing of this
Agreement, Debtor will also sign in blank and acknowledge the following undated
documents to be held and completed by Secured Party, including, but not limited
to, the designation of the transferee of the Collateral, the lessee of the Lease
and the date, for the use by Secured Party upon the default of Debtor:

A. ▇▇▇▇ of Sale covering the Collateral.

B. The Lease of the Liquor Licenses to Secured Party.

C. Power of Attorney from Debtor to Secured Party.

D. Blank stock power covering the Stock

If any provisions of the New Mexico Liquor Control Act are changed after the
date of this Agreement, upon the default of Debtor, Debtor and Secured Party
will act with diligence and in good faith to achieve the continuous and
uninterrupted sales of alcoholic beverages by the successor to the business of
Debtor.

12. Waiver. No waiver by Secured Party of any default will operate as
a waiver of any other default or of the same default on a future occasion. The
taking of this Agreement will not waive or impair any other security Secured
Party may have or may later acquire for the Obligations, nor will the taking of
any additional security waive or impair the rights granted to the Secured Party
in this Agreement. Secured Party may resort to any security Secured Party may
have, or any documents held by Secured Party, in the order Secured Party may
deem proper, and may apply any payments made on any part of the Obligations to
any part of the Obligations, despite any directions of Debtor to the contrary.

13. Information. Debtor will, at all reasonable times, allow Secured
Party and the agents, employees, lawyers or accountants of Secured Party to
examine, inspect and make extracts from the books and other records of Debtor.
Debtor will furnish to Secured Party upon request all documents evidencing any
Collateral and any guarantees, security or other information relating to the
Collateral.

14. Binding Effect. This Agreement will inure to the benefit of, and
bind, Debtor and Secured Party and the successors, successors-in-interest and
permitted assigns of Debtor and Secured Party, is specifically enforceable, is
construed under the laws of New Mexico (without regard to principles of conflict
of laws), and may be modified only in writing.

DATED: February 29, 2004.

SECURED PARTY: DEBTOR:

SOUTHWEST CONVENIENCE STORES, LLC. SCS BEVERAGE, INC

By: By:
--------------------------------- ------------------------------------
West ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President President

OWNER:

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▇▇▇▇ ▇. ▇▇▇▇▇▇

EXHIBIT A
TO SECURITY AGREEMENT

LICENSES

EXHIBIT B
TO SECURITY AGREEMENT

CAPITAL STOCK OF DEBTOR

One Thousand (1,000) shares of common stock of SCS Beverage, Inc.

EXHIBIT 10.12 LIQUOR LICENSE PURCHASE AGREEMENT SOUTHWEST CONVENIENCE STORES, LLC, (the "Seller"), and SCS BEVERAGE, INC. (the "Buyer"), agree: 1. SALE OF LIQUOR LICENSES. Seller owns seventeen (17) New Mexico Liquor Licenses, presently located in New...

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