PROMISSORY NOTE
                          (Billboard Acquisition Loan)
<TABLE>
<S> <C>
------------------- --------------- --------------- --------------- -------- --------------- ------------- ------------- -----------
     PRINCIPAL         LOAN DATE        MATURITY        LOAN NO       CALL      COLLATERAL      ACCOUNT       OFFICER     INITIALS
   $1,000,000.00       05-01-1997      05-02-1998       50028895       030          211          53868         49MAP
------------------- --------------- --------------- --------------- -------- --------------- ------------- ------------- -----------
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                              References in the shaded area are for Lender's use only and do not limit 
                                 the applicability of this document to any particular loan or item.
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Borrower:     Bowlin Outdoor Advertising &           Lender:    Norwest Bank New Mexico, National Association
              Travel Centers, Incorporated                      Journal Center Business Banking
              150 Louisiana Boulevard NE                        P.O. Box 1081
              Albuquerque, NM  87108                            7412 Jefferson Blvd. NE
                                                                Albuquerque, NM  87109

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</TABLE>

PRINCIPAL AMOUNT: $1,000,000.00  INITIAL RATE: 8.500%  DATE OF NOTE: MAY 2, 1997

PROMISE  TO PAY.  Bowlin  Outdoor  Advertising  & Travel  Centers,  Incorporated
("Borrower")  promises to pay to Norwest Bank New Mexico,  National  Association
("Lender"),  or order,  in lawful  money of the United  States of  America,  the
principal  amount of One Million & 0/100 Dollars  ($1,000,000.00)  or so much as
may be outstanding,  together with interest on the unpaid outstanding  principal
balance of each  advance.  Interest  shall be  calculated  from the date of each
advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on May 2, 1998. In addition,  Borrower will pay
regular monthly payments of accrued unpaid interest  beginning June 2, 1997, and
all  subsequent  interest  payments  are due on the same day of each month after
that. Interest on this Note is computed on a 365/360 simple interest basis; that
is, by applying the ratio of the annual  interest  rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the  principal  balance  is  outstanding.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to accrued unpaid interest,  then to principal,  and any remaining
amount to any unpaid collection costs and late charges.

VARIABLE  INTERST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent  index which is the NORWEST BANK
MINNESOTA,  N.A. BASE LENDING RATE (the "Index").  The Index is not  necessarily
the lowest rate charged by Lender on its loans. If the Index becomes unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notice to  Borrower.  Lender  will tell  Borrower  the  current  Index rate upon
Borrower's  request.  Borrower  understands  that Lender may make loans based on
other  rates as well.  The  interest  rate change will not occur more often than
each Quarter.  The Index currently is 8.500% per annum.  The interest rate to be
applied to the unpaid principal  balance of this Note will be at a rate equal to
the Index,  resulting in an initial rate of 8.500% per annum.  NOTICE:  Under no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments  will not,  unless agreed to by Lender in writing,  relive  Borrower of
Borrower's  obligation to continue to make payments of accrued unpaid  interest.
Rather, they will reduce the principal balance due.

LATE  PAYMENTS.  If any payment is not received by Lender  within five  calendar
days after the payment is due as provided  in this Note (the "Due  Date"),  then
additional  interest  will accrue  beginning  on the sixth  calendar  day on the
entire unpaid principal  balance at the rate of three percent (3%) per year (the
"Additional  Interest") until all past-due payments and any Additional  Interest
are paid in full. All payments  received more than 5 calendar days after the Due
Date will be applied first to past due interest and  principal,  then to current
interest and current principal, and then to cost of collection.

APPLICATION OF REGULAR PAYMENTS.  Notwithstanding  any provision of this Note to
the  contrary,  any  regularly  scheduled  installment  payment of principal and
interest  which is  received  before the due date of such  payment,  or which is
received  within 5 calendar days after the due date, will be applied to interest
and to principal as if such payment were received on the due date.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term obligation,  covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower  or on  Borrower's  behalf is false or  misleading  in any  material
respect  either  now or at the time  made or  furnished.  (d)  Borrower  becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against  Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's  property on or in which Lender
has a  lien  or  security  interest.  This  includes  a  garnishment  of  any of
Borrower's  accounts  with Lender.  (f) Any  guarantor  dies or any of the other
events described in this default section occurs with respect to any guarantor of
this  Note.  (g) A  material  adverse  change  occurs  in  Borrower's  financial
condition  or Lender  believes  the  prospect of payment or  performance  of the
Indebtedness is impaired. [MAP  MLB]

LENDER'S RIGHTS.  Upon default,  and after lender has notified  Borrower of said
Default  and if such  Default  shall not be  remedied  within 15 days after such
notification  then, [MAP  MLB] Lender  may declare the entire  unpaid  principal
balance on this Note and all accrued unpaid interest  immediately  due,  without
notice, and then Borrower will pay that amount. Upon default,  including failure
to pay upon final maturity,  Lender, at its option, may also, if permitted under
applicable  law,  increase  the  variable  interest  rate on this  Note to 5.000
percentage  points over the Index. The interest rate will not exceed the maximum
rate  permitted by applicable  law.  Lender may hire or pay someone else to help
collect this Note if Borrower  does not pay.  Borrower also will pay Lender that
amount.  This includes,  subject to any limits under  applicable  law,  Lender's
attorney's fees and legal expenses for bankruptcy proceedings (including efforts
to  modify  or  vacate  any  automatic  stay or  injunction),  appeals,  and any
anticipated  post-judgment  collection services. If not prohibited by applicable
law,  Borrower  also will pay any court  costs,  in  addition  to all other sums
provided by law.  This Note has been  delivered to Lender and accepted by Lender
in the State of New Mexico. If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the  jurisdiction of the courts of Bernalillo  County,  the
State of new Mexico.  This Note shall be governed by and construed in accordance
with the laws of the State of New Mexico.

RIGHT OF SETOFF.  Borrower  grants to Lender a contractual  possessory  security
interest in, and hereby assigns,  conveys,  delivers,  pledges, and transfers to
Lender all Borrower's right,  title and interest in and to, Borrower's  accounts
with  Lender  (whether  checking,  savings,  or some other  account),  including
without  limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future,  excluding  however all IRA and Keogh accounts,
and all trust  accounts  for which the  grant of a  security  interest  would be
prohibited  by law.  Borrower  authorizes  Lender,  to the extent  permitted  by
applicable  law, to charge or setoff all sums owing on this Note against any and
all such accounts.

LINE OF CREDIT.  This Note  evidences a straight line of credit.  Once the total
amount of principal has been advanced,  Borrower is not entitled to further loan
advances.  Advances  under this Note,  as well as  directions  for payment  from
Borrower's accounts,  amy be requested orally or in writing by Borrower or by an
authorized  person.  Lender may, but need not,  require that all oral request be
confirmed  in writing.  Borrower  agrees to be liable for all sums  either:  (a)
advanced in accordance  with the  instructions  or an  authorized  person or (b)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by  endorsements on this Note or
by Lender's internal records,  including daily computer print-outs.  Lender will
have no  obligation  to advance  funds  under this Note if: (a)  Borrower or any
guarantor  is in  default  under the terms of this  Note or any  agreement  that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this Note; (b) Borrower or any guarantor  ceases
doing  business or is insolvent;  (c) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender;  (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those  authorized by Lender;  or (e) Lender in
good faith deems itself insecure under this Note or any other agreement  between
Lender and Borrower.

FINANCIAL  STATEMENTS.  Borrower  agrees to provide  Lender,  upon request,  any
financial statements or information Lender may deem necessary. Borrower warrants
that all financial statements and information Borrower provides to Lender are or
will be accurate, correct and complete.

ARBITRATION. Lender and Borrower agree that, except for "Core Proceedings" under
the United  States  Bankruptcy  Code,  all  disputes,  claims and  controversies
between them, whether individual,  joint, or class in nature,  arising from this
Note or otherwise,  including,  without limitation,  contract and tort disputes,
shall be arbitrated pursuant tot he Commercial Arbitration rules of the American
Arbitration  association  (the "AAA"),  upon request of either party.  No act to
take or dispose of any collateral  securing this Note shall  constitute a waiver
of this  arbitration  agreement  or be  prohibited  by this  deed  of  trust  or
mortgage;  obtaining  a writ of  attachment  or  imposition  of a  receiver;  or
exercising  any  rights  relating  to  personal  property,  including  taking or
disposing of such property with or without  judicial process pursuant to Article
9 of the uniform Commercial Code.

Any   disputes,   claims  or   controversies   concerning   the   lawfulness  or
reasonableness  of any act, or exercise of any right,  concerning any collateral
securing this Note,  including any claim to rescind,  reform or otherwise modify
any  agreement  relating to the  collateral  securing  this Note,  shall also be
arbitrated,  provided  however  than no  arbitrator  shall have the right or the
power to  enjoin  or  restrain  any act of any  party.  Judgment  upon any award
rendered by any arbitrator may be entered in any court having jurisdiction.

Nothing in this Note shall preclude any party from seeking equitable relief from
a court of competent jurisdiction. The statute of limitations, estoppel, waiver,
laches and similar  doctrines  which would  otherwise be applicable in an action
brought by a party shall be applicable in any  arbitration  proceeding,  and the
commencement of an arbitration proceeding shall be deemed the commencement of an
action  for these  purposes.  The  Federal  Arbitration  Act shall  apply to the
construction, interpretation and enforcement of this arbitration provision.

Any arbitration  hereunder shall be conducted before one arbitrator who shall be
an attorney  who has  practiced in the area of  commercial  law for at least ten
(10) years or a retired judge at the District Court or an appellate court level.
The parties to the dispute or their representatives shall obtain from AAA a list
of persons meeting the criteria  outlined above and the parties shall select the
person in the manner established by the AAA.

In any arbitration hereunder: (1) the arbitrator shall decide (by documents only
or with a hearing, at the arbitrator's discretion) any pre-hearing motions which
are substantially  similar to re-hearing motions to dismiss for failure to state
a claim or motions for summary  adjudication;  (2) discovery shall be permitted,
but shall be limited as  provided  in the New Mexico  Rules of Civil  Procedure,
with all discovery to be completed no later than 20 days before the hearing date
and within 180 days of the  commencement  of  arbitration  proceedings;  and any
request for an extension of the discovery  periods,  or any  discovery  disputes
shall  be  subject  to  final  determination  by the  arbitrator;  and  (3)  the
arbitrator  shall award  costs and  expenses of the  arbitration  proceeding  in
accordance with the Lender's Rights provisions of this Note.

"BUSINESS LOAN  AGREEMENT".  THIS NOTE IS SUBJECT TO THAT CERTAIN  BUSINESS LOAN
AGREEMENT DATED APRIL 1, 1997, AND ANY RENEWALS,  REPLACEMENTS,  EXTENSIONS,  OR
AMENDMENTS THEREOF.

GENERAL  PROVISIONS.  Lender amy delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extend  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note,  whether as maker guarantor,  accommodation  maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:
Bowlin Outdoor Advertising & Travel Centers, Incorporated


By:                   (sig)
     -----------------------------------------
     Michael L. Bowlin, Chairman and President

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Variable Rate. Line of Credit.  LASER PRO, Reg. U.S. Pat. & T.M. Off., 
Ver.  3.22b(c) 1997 CFI  ProServices,  Inc. All rights reserved.
[NM-D20 F3.22a BOW20501.LN C8.OVL]