MASTER LOAN AGREEMENT

     This Master Loan Agreement  dated  effective  November 10, 1998, is between
BOWLIN OUTDOOR  ADVERTISING & TRAVEL CENTERS  INCORPORATED  (the "Borrower") and
FIRST  SECURITY  BANK  OF  NEW  MEXICO,   N.A.  ("Bank"),   a  national  banking
association.  In consideration of the mutual covenants and agreements  contained
in this  Agreement and for other good and valuable  consideration,  the Borrower
and the Bank agree:

THE PROPOSED LOANS

     1.  Borrower  is  presently  indebted  to the  Bank on a  number  of  loans
identified in the Credit Agreement dated effective November 25, 1997.

     2. Borrower has requested that the Bank grant significant additional credit
facilities and modify the amounts,  terms, and/or conditions of certain, but not
all, of the existing credit facilities.  The Bank is willing to grant additional
credit  facilities and to modify  specific  terms of certain  existing notes and
other  credit  facilities  upon  the  terms  and  conditions  outlined  in  this
Agreement.

     3. This Agreement  replaces the Credit  Agreement dated effective  November
25, 1997, and the Commitment Letter dated October 27, 1998.

     4. A new  $12,000,000  Outdoor Term Note is created to  refinance  existing
borrowings  including those at Norwest Bank New Mexico, N.A and to provide funds
for working capital.

     5. A new $10,000,000  Outdoor Acquisition Line is created to fund purchases
of existing outdoor advertising business and/or billboard properties,  a portion
of  which  may be used for  term  financing  of  billboards  constructed  by the
Borrower.

     6. Increase the existing $500,000 Working Capital Line to $2,000,000.

     7.  The  existing  $8,000,000  Facility  Line  to fund  acquisition  and/or
construction of travel centers is reduced to $6,000,000.

     8. The $2,000,000 "Leasing Line" dated November 25, 1997, to fund leases of
vehicles, fuel dispensing and other equipment is terminated.

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SECTION 1 - DEFINITIONS.

     As used in this  Agreement,  the following  terms shall have the respective
meanings indicated:

     1.01 AGREEMENT means this Master Loan Agreement. 

     1.02 BANK means First Security Bank of New Mexico,  N.A. and its successors
and assigns.

     1.03  BORROWER   means  BOWLIN   Outdoor   Advertising  &  Travel   Centers
Incorporated,  a Nevada corporation whose office and principle place of business
is 150  Louisiana  Blvd,  NE,  Albuquerque,  NM 87108,  and all  successors  and
assigns.

     1.04 BORROWER'S  RESOLUTIONS  AND APPROVALS  means,  the  resolutions  duly
adopted  by the  Borrower  authorizing  and  consenting  to the  Loan and to the
execution and delivery of the Loan Documents. The Borrower's Resolutions must be
evidenced by resolutions and authorizations in form acceptable to the Bank.

     1.05  BUSINESS  DAY  means  a day  when  the  Bank is  open  for  business.

     1.06 CLOSING and CLOSING DATE mean the effective date of November 10, 1998.

     1.07 EXISTING NOTES means the existing promissory notes payable to the Bank
listed on Exhibit 1.07.  The Borrower is the maker on these notes or has assumed
all of makers  obligations  under the terms of the  Assumption  Agreement  dated
effective August 28,1996.

     1.08 FACILITY  LINE means the line of credit to fund the maximum  aggregate
amount of $6,000,000  (including  amounts  previously funded) to the Borrower to
construct, purchase or remodel travel centers and to purchase vehicles, computer
equipment,  and  other  allowed  fixtures  and  equipment  as  provided  in this
Agreement.

     1.09  GOVERNMENTAL  AUTHORITY  means the United  States of America  and any
state  government;  any  political  subdivision  of any of the foregoing and any
agency, department,  commission, board, bureau or instrumentality of any of them
which now or hereafter exercises jurisdiction over the Borrower.

     1.10  LOAN  means,  collectively  all loans  from the Bank to the  Borrower
described in this Agreement, evidenced by the Notes or other Loan Documents.

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     1.11 LOAN  DOCUMENT(S)  means  this  Agreement,  the  Notes,  and all other
security interest, deeds of trust, pledges, mortgages, assignments,  collateral,
lien, lien perfection, or instruments executed in connection with or as security
for the payment of the Loan or for  performance  of the  Borrower's  Obligations
under this Agreement, or for both such payment and performance and all renewals,
extensions, modifications and amendments of any of the foregoing.

     1.12 NOTE(S) means the promissory notes, or obligations  referred or in the
form  attached as follows,  executed and  delivered to the Bank by the Borrower,
together   with   all   extensions,   amendments,   modifications,    revisions,
replacements, and substitutions thereof permitted by the Bank:

     a.) The  existing  Notes by the  Borrower  to the Bank  listed  on  Exhibit
     1.07(a),

     b.)  Individual  notes  identified  in Exhibit  1.07(a)  and  future  notes
     executed by the Borrower to the Bank,  in the form required by the Bank, up
     to the maximum  aggregated  face amount of $6,000,000  under the $6,000,000
     Facility Line,

     c.) The $2,000,000  "Working  Capital Note" in the form attached as Exhibit
     1.12(c).

     d.) The "$12,000,000  Outdoor Term Note" in the form is attached as Exhibit
     1.12(d).

     e.)  Individual  notes  executed by the  Borrower to the Bank,  in the form
     required  by  the  Bank,  up  to  the  maximum  aggregate  face  amount  of
     $10,000,000 under the Outdoor Acquisition Line.

     f.) The  Modification  Agreement,  in the form attached as Exhibit 1.12(f),
     extending the final maturity date of Note No. 9008, dated January 31, 1995,
     in the original principal amount of $765,000, to January 31, 2005.

     g.) The  Modification  Agreement,  in the form attached as Exhibit 1.12(g),
     extending the final maturity date of Note No. 9010,  dated May 16, 1995, in
     the original principal amount of $900,000, to May 16, 2005.

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     1.13 OUTDOOR ACQUISITION LINE means the line of credit in maximum aggregate
face amount of $10,000,000 to fund the Borrower's  purchase of existing  outdoor
advertising company(ies) and/or existing billboards and sites.

     1.14 OUTDOOR  ACQUISITION  ASSETS means the  existing  outdoor  advertising
business or billboards, panels, signs, locations for such signs purchased by the
Borrower.

     1.15 OUTDOOR TERM LOAN means the $12,000,000 term note created, in part, to
fund the  refinance  of the  Borrower's  existing  loans from  Norwest  Bank New
Mexico,  N.A and certain other lenders as listed in Exhibit 1.15. The balance of
the  proceeds of this note will be disbursed to the  Borrower,  at closing,  for
working capital.

     1.16 OBLIGATIONS means all obligations of the Borrower:

     a.) To pay the  principal  of, and  interest  on, each Note and any Renewal
     Note in accordance with their respective terms, now existing or existing in
     the future, and to satisfy all of its other liabilities to the Bank whether
     hereunder or otherwise, whether now existing or hereafter incurred, matured
     or  unmatured,  direct  or  contingent,  joint or  several,  including  any
     extensions, modifications, renewals thereof and substitutions therefor;

     b.) To repay to the Bank all  amounts  advanced  by the Bank  hereunder  or
     otherwise on behalf of the  Borrower,  including,  but without  limitation,
     advances  for Loan Fees,  principal or interest  payments to prior  secured
     parties or lienholders, or for taxes or levies; and

     c.) To reimburse  the Bank, on demand,  for all of the Bank's  expenses and
     costs,  including  the  reasonable  fees and  expenses of its  counsel,  in
     connection with the administration,  amendment, modification or enforcement
     of the Loan Documents and any documents evidencing or relating to a Renewal
     Note, including,  without limitation,  any proceeding brought or threatened
     to enforce payment of any of the Obligations.

     1.17 RENEWAL NOTE means any  promissory  note executed and delivered by the
Borrower  to the Bank in  connection  with a renewal,  extension,  modification,
amendment,  revision, replacement or substitution of any Note in accordance with
the terms of this Agreement.

     1.18  WORKING  CAPITAL  LINE  means the  revolving  twenty-four  (24) month
revolving line of credit in the maximum  principal  amount of $2,000,000 to fund
the Borrower's short term working capital needs.

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SECTION 2 - THE LOAN.

     2.01  General  Terms.  Borrower's  obligation  to repay  the Loan  shall be
evidenced by the Notes,  any Renewal Note, and the other Loan Documents,  all of
which  Borrower  shall execute and deliver to the Bank before it may receive any
Loan proceeds.

     2.02 Right of  Set-off.  Collateral  includes  the Bank's  right of set-off
against  any  balance or share  belonging  to  Borrower  of any deposit or other
account with the Bank, notwithstanding any other security for the Loan.

     2.03  Interest  Rates.  Interest  shall  accrue on each Note at the rate or
index  specified in the Note as established at the time the Note is executed and
in accordance  with this Agreement.  The Bank may, at its option,  calculate and
charge  interest  as though  each  payment is made on the  payment due date with
principal reductions effective as of the date of receipt.

     2.04 Repayment of Notes.  Each Note shall be due and payable on the date(s)
specified in the Note and in  accordance  with the terms  thereof.  All payments
shall be paid directly to the Bank in immediately available funds. Alternatively
and at its sole discretion,  the Bank may charge any deposit account of Borrower
for  all or any  part  of the  Obligations  due or  declared  due.  The  records
maintained  by the Bank shall be deemed to be evidence of the date of the amount
of each payment on each Note and the other Obligations.  Payments may be applied
to a Note in such  amounts  and in such  order or  priority  as the  Bank  deems
necessary and as provided in the Note or in this Agreement. Additional principal
payments on certain notes may be required  based on the  Borrower's  earnings as
provided in Section 3.01(l), below.


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     2.05 Loan Fees and Costs.  Borrower shall pay to the Bank fees on the Notes
as follows:

     a.) Facility Line fees:

          i) on each Note for construction of a travel center, a fee of 35 basis
          points  (.35%) of the maximum  Note  amount,  payable when the Note is
          executed,

          ii) upon completion of construction and conversion of the construction
          note  to a term  amortization,  and for the  purchase  of an  existing
          travel  center,  a fee of 35 basis  points  (.35%) of the maximum Note
          amount, payable when the Note is executed,

          iii) for each Note to finance  vehicles,  fuel  dispensing  equipment,
          computer  systems and  furniture,  fixtures and  equipment and for any
          other allowed purpose,  a fee of 25 basis points (.25%) of the maximum
          Note amount, payable when the Note is executed.

     b.)  Outdoor  Term  Loan  Fees:  a fee of 25  basis  points  (.25%)  of the
     $12,000,000 Term Loan, payable at Closing.

     c.) Working Capital Line: a fee of 25 basis points (.25%) of the $2,000,000
     face amount of the Working Capital Note, payable at Closing.

     d.) Outdoor Acquisitions Line/Note Fees: a fee of 10 basis points (.10%) of
     the $10,000,000 Outdoor  Acquisitions Line, payable at Closing,  plus a fee
     of 15  basis  points  (.15%)  of the face  (maximum)  amount  of each  Note
     executed under this Line, payable upon execution of the Note.

     e.) Other Fees and Costs:  the Borrower will  reimburse the Bank at Closing
     for all out-of-pocket expenses and costs incurred by the Bank in connection
     with  this  Loan  including  the cost of all  lien  searches,  filing,  and
     recording fees, and preparation and review of this Agreement and other Loan
     Documents.  The  Bank's  attorneys  fees will not exceed  $12,000.00  (plus
     applicable  tax).  The  Borrower  will  promptly  reimburse  the Bank after
     Closing  for such cost and  expense  amounts  not  available  at Closing or
     incurred  after the date of  Closing.  A schedule of the  estimated  costs,
     expenses,  and fees  available  as of Closing  Date are attached as Exhibit
     2.05(e).

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<PAGE>
     f.) Credit for  Commitment  Fee: the Borrower  paid,  upon execution of the
     October 27, 1998,  Commitment  Letter a fee of $10,000.  Such fee will,  at
     Closing, be a credit against the fees and costs payable by the Borrower.

     2.06  Two  Year   Limitation   on  Advances   Under  the   Facility   Line:
Notwithstanding any later maturity date in any Note, any requests for funding by
the Borrower and any obligations of the Bank to fund advances under the Facility
Line are subject to a two (2) year limitation  (November 10, 2000).  Any request
to create a Note under the  Facility  Line must be received by the Bank from the
Borrower and all  necessary  Note(s) and all other Loan  Documents  necessary to
such request must be completed not later than  November 10, 2000.  Funding on an
individual  Note made  prior to such date may be  completed  after  that date in
accordance with the provisions of this Agreement and Exhibit 4.01.

SECTION 3 - COVENANTS OF THE BORROWER.

     3.01 Affirmative  Covenants.  So long as any Obligations remain unpaid, the
Borrower will, unless the Bank shall otherwise consent in writing:

     a.) Compliance with Laws, Etc.  Comply,  and cause each of its subsidiaries
     to comply,  in all material  respects  with (i) all material  laws,  rules,
     regulations  and  orders  (including,  without  limitation,  ERISA  and all
     applicable  environmental laws) and (ii) all other laws, rules, regulations
     and orders, promptly upon discovery of any non-compliance.

     b.)  Payment  of Taxes,  Etc.  Pay and  discharge,  and  cause  each of its
     subsidiaries to pay and discharge, before the same shall become delinquent,
     (i) all taxes,  assessments and governmental charges or levies imposed upon
     it or upon its property  provided,  however,  that neither the Borrower nor
     any of its subsidiaries shall be required to pay or discharge any such tax,
     assessment,  charge or claim that is being  contested  in good faith and by
     proper  proceedings  and  as  to  which  appropriate   reserves  are  being
     maintained.

     c.) Maintenance of Insurance.  Maintain, and cause each of its subsidiaries
     to maintain,  insurance with responsible and reputable  insurance companies
     or  associations,  in such amounts and covering such risks as is acceptable
     to the Bank, and not less than the usual amounts and coverage types carried
     by companies engaged in similar businesses and owning similar properties in
     the same general areas in which the Borrower or such  subsidiary  operates.
     The Borrower and all subsidiaries may maintain  reasonable  amounts of self
     insurance  consistent  with their  financial  condition and other  relevant
     criteria,  provided  that any such self  insurance  must be approved by the
     Bank in writing.

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 <PAGE>

     d.)  Preservation  of  Corporate  Existence  and   Approvals.Preserve   and
     maintain,  and cause each of its  subsidiaries to preserve and maintain (i)
     its corporate  existence,  rights (charter and  statutory),  franchises and
     privileges in the jurisdiction of its incorporation, and qualify and remain
     qualified,  and  causes  each of its  subsidiaries  to  qualify  and remain
     qualified,  as a foreign  corporation  in each  jurisdiction  in which such
     qualification  is  necessary  or  desirable  in  view of its  business  and
     operations or the ownership of its properties.

     e.) Maintenance of Properties,  Etc. Maintain and preserve,  and cause each
     of its  subsidiaries  to maintain and preserve,  all of its properties that
     are used or useful in the conduct of its business in good working order and
     condition, ordinary wear and tear excepted.

     f.) Performance of other obligations.  Perform and observe all of the terms
     and  provisions  of all other  loans,  debts and  obligations  to all other
     lenders and creditors.

     g.)  Transactions  with  Affiliates.   Conduct,   and  cause  each  of  its
     subsidiaries to conduct,  all transactions  with any of their affiliates on
     terms that are fair and reasonable and no less favorable to the Borrower or
     such  subsidiary  than  it  would  obtain  in  a  comparable   arm's-length
     transaction with a person not an affiliate.

     h.) Financial Ratio Covenants. The Borrower shall maintain, during the term
     of this Loan, each of the following minimum financial ratios:

          i. Minimum debt coverage ration of 1.15 to 1.0

          ii. Minimum interest coverage ratio of 1.5 to 1.0

          iii. Net worth of company must  increase by at least 50% of net profit
          on an annual basis.

          iv. Tangible leverage ratio of not more than 6.5 to 1.0

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 <PAGE>

         v. For purposes of calculating these ratios, the following definitions
          and formulas apply:

               "Earnings"  means earnings before interest,  taxes,  depreciation
               and amortization.

               "Interest  Coverage  Ratio" means  earnings  divided by (Interest
               expense (+) taxes).

               "Debt  Coverage  Ratio"  means  earnings  divided by (Prior  year
               current  maturities  of long term debt (+)  interest  expense (+)
               taxes).

               "Tangible  Leverage Ratio" means total liabilities / tangible net
               worth.  Tangible  net  worth is  defined  as the sum of  (Capital
               stock,  paid in capital and returned  earnings) Less the sum of a
               good will or other intangible assets.

               All  ratios  will be  calculated  quarterly  from the  Borrower's
               fiscal   quarter   statements   with  income  and  expense  items
               annualized.

     i.) The Borrower shall furnish to the Bank:

          1) as soon as  possible  and in any event  within  five days after the
          occurrence of each Default or Event of Default  continuing on the date
          of such statement,  a statement by the chief financial  officer of the
          Borrower setting forth details of such Default and the action that the
          Borrower has taken and proposes to take with respect thereto;

          2) as soon as available  and in any event within 50 days after the end
          of each of the first three fiscal  quarters of each fiscal year of the
          Borrower,  a copy of the 10-Q and other related  filings  submitted by
          the Borrower to the Securities and Exchange Commission (the "SEC");

          3) as soon as available  and in any event within 90 days after the end
          of  each  fiscal  year of the  Borrower,  a copy  of the  annual  10-K
          submitted by the Borrower to the SEC to include the Borrower's audited
          financial statements and all schedules, accounts, opinions, and notes;

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<PAGE>

          4) promptly  after the  commencement  thereof,  notice of all actions,
          suits  and  proceedings  threatened  or  pending  before  any court or
          governmental   department,   commission,   board,  bureau,  agency  or
          instrumentality,   domestic  or  foreign,   materially  affecting  the
          Borrower or any of its subsidiaries;

          5) promptly after the sending or filing  thereof,  copies of all proxy
          statements,  other financial  statements and reports that the Borrower
          sends to its  stockholders,  and copies of all  regular,  periodic and
          special reports, and all registration  statements and other reports or
          information,  that the Borrower files with the Securities and Exchange
          Commission  or any  governmental  authority  that  may be  substituted
          therefor, or with any national securities exchange;

          6) promptly after the furnishing  thereof,  copies of any statement or
          report furnished to any other holder of the securities of the Borrower
          or of any of its subsidiaries with respect to any pending or potential
          non-compliance  with the terms of any other indenture,  loan or credit
          or similar  agreement,  and not otherwise  required to be furnished to
          the Lenders pursuant to any other clause of this Section;

     j.)  Examination  Rights.  At any  reasonable  time and from  time to time,
     permit,  the Bank shall have the right to (i) to examine and make copies of
     and  abstracts  from the  records  and books of  account  of, and visit the
     properties of, the Borrower or any such  subsidiary and (ii) to discuss the
     affairs,  finances and accounts of the Borrower and any of its subsidiaries
     with  any of  their  officers  or  directors  and  with  their  independent
     certified public accountants.

     k.) Books and Records.  Keep, and cause each of its  subsidiaries  to keep,
     proper books of record and account, in which full and correct entries shall
     be made of all  financial  transactions  and the assets and business of the
     Borrower and each such subsidiary in accordance with GAAP.

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<PAGE>

     l.) Additional Debt Service based on Excess Cash Flow. Additional principal
     payment of up to $400,000  per year,  applied at the  Borrowers'  option to
     either  the  $12,000,000  Outdoor  Term  Note  or any  one or  more  of the
     individual notes under the $10,000,000  Outdoor  Acquisition  Line, will be
     required. Provided no default exists, the Borrower may direct which Note(s)
     the  additional  payments  will  reduce.  Excess Cash Flow means 50% of the
     excess EBITDA above the 1.3 to 1.0 debt service coverage ratio  (calculated
     as of the Company's  fiscal year-end) up to the maximum amount of $400,000.
     The additional debt service payments will be due annually  beginning May 1,
     2001, for the fiscal year ending January 31, 2001.

     m.) List of Billboards  and  Locations.  The Borrower  shall provide to the
     Bank within 30 days of the Closing  Date and  thereafter  within 30 days of
     the end of the  Borrower's  fiscal  year,  a listing  of all of  Borrower's
     Billboards by state and county. The initial list shall include the specific
     property address or legal  description and for Billboards  located on sites
     not owned by the  Borrower,  the name and  address of the  property  owner,
     lessor or licensor of the site.

     n.) Billboard  Receivables  Listing.  At the Bank's  written  request,  the
     Borrower  shall  provide to the Bank  within 10 days of the  receipt of the
     request,  a  listing  of all  receivables  for  all  Billboard  advertising
     contracts,  leases, rentals and revenues to include the name and address of
     the obligor and an aging of the receivables.

     o.) Additional Loan Documents.  The Borrower shall immediately  execute and
     deliver any additional or further Loan Documents which the Bank in its sole
     discretion determines necessary to create,  document, or perfect any of the
     collateral,  lien, or lien perfection interests  contemplated or referenced
     in this Agreement,  including any exhibit hereto. Additional documents may,
     at the Bank's  option,  include  documents to create or perfect liens as to
     Billboard sites and leasehold  interest to be filed in county real property
     records.

     p.) Subordination of Seller Financing. Any lien(s) or security interests in
     favor of any seller to secure  repayment  of any portion of the purchase of
     billboard or outdoor advertising assets or businesses shall be subordinated
     to the Bank. The  subordination  amount shall be equal to all  downpayments
     and principal payments made thereafter on such financing.

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     q.) Libor Rate Notes;  Indemnification  for  Prepayments.  If the  Borrower
     elects to prepay  any  portion of any Note for which the  interest  rate is
     based on the London Interbank Offered Rate ("LIBOR"),  all such prepayments
     shall be subject to, and shall require that the Borrower pay to the Bank at
     the  time of such  prepayment,  an  amount(s)  which  the  Bank  reasonably
     determines will be sufficient to compensate for any loss, cost,  expense or
     risk incurred by the Bank as a result of the Borrower's prepayment(s) prior
     to the expiration of applicable  LIBOR Rate Period  elected.  The Bank will
     provide to the  Borrower  its  calculation  of such cost.  Additional  debt
     service  payments  required  under  subsection  3.01(l),   above,  are  not
     prepayments under this provision.

SECTION 3.02 NEGATIVE  COVENANTS.  So long as any obligations remain unpaid, the
Borrower will not, without the prior written consent of the Bank:

     a.) Mergers,  Etc. Merge with or into or consolidate with or into any other
     entity  , or  acquire  all  or  substantially  all  of  the  assets  of any
     non-outdoor  advertising or non-travel center business or entity, or permit
     any of its  subsidiaries  to do so,  except that (i) any  subsidiary of the
     Borrower may merge or  consolidate  with or into or acquire  assets of, any
     other   subsidiary  of  the  Borrower  and  (ii)  any  of  the   Borrower's
     subsidiaries may merge into or dispose of assets to the Borrower; provided,
     however,  that in each case,  immediately  after giving effect thereto,  no
     Event of Default  would exist,  and in the case of any such merger to which
     the Borrower is a party, the Borrower is the surviving corporation.

     b.)  Sales,  Pledge,   Transfer  of  Assets.  Sell,  pledge,  grant  liens,
     mortgages,  deeds of trust or security  interests in, transfer or otherwise
     dispose  of,  or  permit  any of its  subsidiaries  to sell,  transfer,  or
     otherwise dispose of, any of its assets (including, without limitation, all
     or substantially all of its assets,  whether in one transaction or a series
     of  related  transactions)  except  (i) in  connection  with a  transaction
     authorized by this  Agreement;  or (ii) sale,  transfer or  disposition  of
     assets,  not in  excess  of the  aggregate  book  value of such  assets  of
     $5,000,000  in any fiscal  year.  (In no event will any such sale of assets
     allowed by this subsection be at less than fair market value.)

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<PAGE>

     c.) Investments in Other Entities.  Make or hold, or permit the Borrower or
     any of its subsidiaries to make or hold, any investment in any other entity
     in excess of  $5,000,000,  without the Bank's prior written  consent.  This
     restriction  shall not prevent the Borrower  from  purchasing,  acquiring a
     travel  centers or billboard  business(es)  allowed under the terms of this
     Agreement.

     d.) Change in Nature of Business.  Except in connection  with  transactions
     permitted under Section  3.02(b) and (c) above,  make, or permit any of its
     subsidiaries  to make, any material change in the nature of its business as
     carried on at the date hereof.

     e.) Accounting  Changes.  Make or permit, or permit any of its subsidiaries
     to  make  or  permit,  any  change  in  accounting  policies  or  reporting
     practices,  except as required by GAAP, or as permitted by GAAP, unless the
     amounts involved or the resulting changes are not material.

     f.) Limitation on Other Borrowings. The Borrower shall not, except with the
     Bank's prior written consent:

          i) incur,  assume or otherwise become obligated on loans,  borrowings,
          debts,  leases,  or other  financing  with any  person or entity in an
          amount  exceeding  the  aggregate  of $500,000 per fiscal year and the
          aggregate maximum amount of $3,000,000. (Such obligation limits do not
          include amounts due to vendors for fuels, supplies,  materials, labor,
          and similar day to day  operating  expenses  incurred in the  ordinary
          course  of  the  Borrower's  travel  center  and  outdoor  advertising
          business), or

          ii) incur  any  indebtedness  or other  obligations  to any  lender to
          finance  the  acquisition  of  any  outdoor  advertising  business  or
          billboards, or

          iii)  incur  any  indebtedness  or other  obligations  to the owner or
          seller of any single or related group of outdoor advertising assets or
          businesses to finance the purchase of such assets  (seller  financing)
          in excess  of  $2,000,000  and in no event in excess of the  aggregate
          maximum amount of $5,000,000 for all such types of indebtedness.

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<PAGE>

SECTION 4 - ADVANCES ON LINES.

     Provided no Default  exists,  provided the  Borrower has compiled  with and
observed all  covenants,  requirements  and  conditions of this  Agreement,  and
provided  the  Borrower  is not  prohibited  from  doing so by any  Governmental
Authority, Borrower may request advances on the various Lines as provided below.
The Bank  shall have no  obligation  to make  advances,  which  would  cause the
aggregate  outstanding  principal  balance of the Notes to exceed the applicable
maximum loan amount for that Line.

     4.01 Advances under $6,000,000 Facility Line. See disbursement requirements
and procedures in Exhibit 4.01 attached.

     4.02  Advances  under  the  $10,000,000   Outdoor   Acquisition  Line.  See
disbursement requirements and procedures in Exhibit 4.02 attached.

     4.03 Advances on $2,000,000  Working Capital Line. The Working Capital Line
is a  revolving  line of  credit  on which  the  Borrower  may from time to time
request  advances  of not less than  $100,000.  The maximum  principal  balance,
including any requested advance,  shall not at any time exceed  $2,000,000.  The
Borrower  shall use  proceeds  from  advances  only for its short  term  working
capital  needs and,  may not  without  the Bank's  prior  written  consent,  use
proceeds from the advances under this line:

     1) fund the acquisition or construction of travel center, or

     2) purchase or acquire Outdoor Acquisition Assets.

SECTION 5 - COLLATERAL.

     5.01  Collateral.  The Bank and the  Borrower  intend  and  agree  that the
collateral for this Loan is a first lien (except where a second or inferior lien
position is specifically  referenced) on all of the assets of the Borrower, both
tangible and intangible, including cash, cash equivalents,  inventory, accounts,
chattel paper, documents,  instruments,  investment property, rights to proceeds
and all other forms of payments,  rentals,  contract and  advertising  revenues,
real estate, leasehold interests,  furniture,  fixtures, and equipment, contract
rights and other agreements, and general intangibles,  together with a pledge of
all  currently  owned or later  acquired  subsidiaries,  and  including  but not
limited to all Debtor's assets used in its outdoor  advertising  (billboard) and

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<PAGE>

travel  center  businesses.   "Billboard"  includes,   without  limitation,  all
billboards,  panels, signs, and other types of advertising signs, all structures
to or upon which such signs are mounted or displayed,  all  lighting,  and other
electrical and electronics,  equipment,  and controls, and all of the Borrower's
fee simple and  leasehold  interests  and rights to each  location or site where
such signs are, or become, located together with all licenses, permits, or other
governmental  approvals  related to such  signs.  Such  collateral  secures  all
Obligations of the Borrower to the Bank and includes, but is not limited to, the
following liens, mortgages, security interests and other collateral documents:

     a.) All existing collateral  documents and lien interests listed on Exhibit
     5.01(a) attached.

     b.) A first real estate mortgage (or deed of trust,  leasehold  mortgage or
     leasehold  deed of trust) on the real  property and  improvements  for each
     travel center now owned, and on each travel center constructed,  purchased,
     or remodeled under the Facility Line.

     c.) The security interests, liens, pledges,  assignments,  mortgages, deeds
     of  trust,  leasehold  mortgages,   leasehold  deeds  of  trust  and  other
     collateral interests granted, or to be granted, by the Borrower to the Bank
     listed in Exhibit 5.01(c).

     d.)  Insurance  coverage and loss payee  provisions  for all of  Borrower's
     assets  which are  collateral  for the lines,  including  all  vehicles and
     equipment owned by the Bank and leased to Borrower under the Lease line.

     e.)  Collateral  liens on any travel  centers  purchased,  constructed,  or
     remodeled on Outdoor  Acquisition  Assets,  and any  additional  collateral
     liens which the Bank  requires the Borrower to grant to the Bank during the
     term of the Loan including real estate lien and lien  perfection  documents
     on billboard site leases.

SECTION 6 - DEFAULT AND REMEDIES.

     6.01 Events of Default.  Each of the following shall constitute an Event of
Default under this Agreement:

     a.) Failure of  Borrower  to make any  payment on any Note,  , or any other
     Obligations  to the Bank within  five (5)  Business  Days after  receipt of
     certified written notice from the Bank.

                                       15
<PAGE>

     b.) Any warranty,  representation or statement made or furnished to Bank by
     or on behalf of Borrower under this Agreement or any Loan Document is false
     or misleading in any material respect at the time made or furnished.

     c.) This  Agreement or any other Loan  Document  ceases to be in full force
     and effect.

     d.) Any  default by  Borrower on any  indebtedness  to any other  lender or
     default  or  material  non-compliance  by the  Borrower  on any  borrowing,
     obligation, or contractual liability with any third party.

     e.) The  dissolution  or  termination  of  Borrower's  existence as a going
     business, the insolvency of Borrower, the appointment of a receiver for any
     part of Borrower's  property,  any assignment for the benefit of creditors,
     or the  commencement  of any proceeding  under any bankruptcy or insolvency
     laws by or against Borrower.

     f.)  Commencement  of  foreclosure  or forfeiture  proceedings,  whether by
     judicial  proceeding,  self-help,  repossession or any other method, by any
     creditor of Borrower, including any garnishment,  attachment, or levy on or
     of any of Borrower's deposit accounts with Lender.

     g.) A material adverse change occurs in Borrower's financial condition,  or
     Bank in good faith  believes the prospect of payment or  performance of the
     Indebtedness is impaired.

     h.) As to any breach or failure  to  observe  or  perform  any  non-payment
     (non-monetary)  condition,  requirement or restriction under this Agreement
     or any other Loan Document  when such breach is  susceptible  to cure,  the
     Borrower  fails to cure or remedy such breach  within 15 days after receipt
     of certified written notice from the Bank of such breach.

     i.)  Borrower  breaches  or fails to  observe  any other  term,  condition,
     requirement,  or  restriction  under  this  Agreement,  in any  other  Loan
     Document,  or in any other agreement with the Bank which is not susceptible
     to cure.

                                       16
<PAGE>

     j.) Any enforcement action is commenced against the Borrower by the SEC, or
     trading in the  Borrower's  stock is  suspended or halted by the SEC or any
     exchange regulated by the SEC.

     6.02  Cessation of Advances ,  Acceleration  and Other  Remedies.  Upon the
occurrence  of any Event of Default as described in section  6.01,  the Bank may
forthwith  or at any time during such default or events,  without  notice to the
Borrower  refuse  to make  further  advances  on any  Line  or  Note,  and  may,
independent  of such decision,  declare the unpaid  balance of the  Obligations,
including all principal and all interest then accrued, to be immediately due and
payable;  and the  Obligations  shall become and be immediately  due and payable
without  presentment,  notice of protest or other  notice of  dishonor or of any
other  kind of  notice  whatsoever,  including,  without  limitation,  notice of
default, notice of intent to accelerate and notice of acceleration, all of which
are hereby  expressly waived by Borrower;  and the Bank may immediately  enforce
its rights under the Loan Documents; and may exercise all rights available to it
in law or equity  including all rights  available  under this Agreement or under
the other Loan Documents.

SECTION 7 - MISCELLANEOUS.

     7.01 Execution and Form of Documents.  Each written instrument  required by
this  Agreement  or any of the other Loan  Documents to be furnished to the Bank
shall  be duly  executed  by the  person  or  persons  specified  (or  where  no
particular person is specified,  by such person as the Bank shall require), duly
acknowledged  where  required  by the Bank and,  in the case of  affidavits  and
similar sworn  instruments,  duly sworn to and subscribed before a notary public
duly  authorized  to act in the  premises by  Governmental  Authority;  shall be
furnished to the Bank in one or more copies as required by the Bank; shall be in
such form and of such  substance as shall be  effective,  in the judgment of the
Bank, to accomplish the results  intended by such  instrument;  and shall in all
respects  be in form and  substance  satisfactory  to the Bank and to its  legal
counsel.

     7.02 Assignment of Loan Proceeds.  Borrower irrevocably assigns to the Bank
and  grants a  security  interest  to the Bank in and to its  right,  title  and
interest in:

     a.) All Loan proceeds held by the Bank, whether or not disbursed; and

     b.) All funds  deposited by the Borrower with the Bank under this Agreement
     or otherwise.

                                       17
<PAGE>

     7.03  Severability.  If any item,  term or provision  contained in the Loan
Documents is in conflict,  or may  hereafter be held to be in conflict  with the
laws of the United  States or the State of New  Mexico,  as  applicable,  or any
political  subdivision of any of them,  then only the documents  containing such
provision  shall be affected and it shall be affected only as to such particular
item, term or provision and shall in all other respects remain in full force and
effect.

     7.04 No Waiver.  No course of dealing  between the Bank and the Borrower or
any  guarantor,  or any delay on the part of the Bank in  exercising  any rights
hereunder or under the Loan Documents shall operate as a waiver of any rights of
the Bank, except to the extent, if any, expressly waived in writing by the Bank.

     7.05 Survival.  All covenants,  agreements,  representations and warranties
made by the  Borrower in the Loan  Documents  and in any  certificates  or other
documents or instruments  delivered pursuant to this Agreement shall survive the
making  by the Bank of the  Loan  and the  execution  and  delivery  of the Loan
Documents, and shall continue in full force and effect until the Obligations are
paid in full.

     7.06  Notices.  All  notices  required  to be given in  writing  under this
Agreement  shall  be  given  by hand  delivery,  by a  certified  delivery  by a
nationally  recognized overnight courier service, or by the U.S. Postal Service,
and shall be effective when actually delivered,  or when delivery during regular
business hours is attempted on a Business Day at the notice address of the party
to whom the notice is to be given.  Any party may change its address for notices
under this Agreement by giving written notice to the other party.

Notice Addresses: Borrower:

BOWLIN Outdoor Advertising & Travel Centers, Inc.
     150 Louisiana Blvd. NE
     Albuquerque, NM 87108
     Attn: Michael L. Bowlin,  President

  Bank:
     First Security Bank of New Mexico, N.A.
     P.O. Box 1305
     Albuquerque, NM 87103
     Attn: Commercial Loans, James Bertram, Vice President

     7.07 Modification.  This Agreement shall not be changed orally or by course
of conduct or dealing but shall be changed only by  agreement in writing  signed
by all parties hereto.

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<PAGE>

     7.08  Counterparts.  This Agreement may be executed  simultaneously  in any
number of counterparts,  each of which, when so executed and delivered, shall be
an original,  but such counterparts  shall together  constitute one and the same
instrument.

     7.09 Binding  Effect.  This  Agreement  shall be binding upon the Bank, the
Borrower  and  their  respective   successors,   assigns,   heirs  and  personal
representatives.

     7.10 No  Partnership  or Joint  Venture.  Notwithstanding  anything  to the
contrary in the Loan Documents,  and  notwithstanding  any action the Bank takes
pursuant to the Loan Documents, the Bank and the Borrower shall not be deemed to
be engaged in a partnership or joint venture, nor shall the Bank be deemed to be
an agent or principal of the Borrower.

     7.11  Assignment by the Bank.  The Loan  Documents,  each Note, any Renewal
Note and the Loan contemplated  thereby, may be placed,  participated,  assigned
and/or serviced by the Bank and/or its successors and assigns, and in connection
with any of the foregoing, the Bank may retain a portion of the fees or interest
paid on the Notes or may  receive  servicing,  brokerage  or other fees from the
purchaser or  participant.  Any such  placement,  participation,  assignment  or
servicing  shall be at the Bank's sole option;  and the Bank and its  successors
and assigns shall have no  obligations  to disclose to the Borrower the receipt,
or contemplated receipt, of any such fees, nor shall the Borrower have any claim
or right to the same.  The Bank shall have the right to disclose  and to provide
to any  prospective  purchaser  or  participant  copies  of Loan  Documents  and
financial and other information of or about the Borrower.

     7.12  Relation  to Other  Documents.  This Loan  Agreement  supersedes  and
replaces all prior agreements,  commitments, and understandings between the Bank
and the Borrower, written or unwritten,  including all previous loan agreements.
The provisions of this Agreement are not intended to supersede the provisions of
the other Loan  Documents,  but should be  construed  as  supplemental  thereto.
However,  except as specifically  provided herein, if there is any inconsistency
between the  provisions  of this  Agreement and the other Loan  Documents,  this
Agreement shall be control.

                                       19
<PAGE>

     7.13 Jurisdiction. Borrower hereby irrevocably agrees that any legal action
or  proceedings  against the  Borrower  with  respect to this  Agreement  may be
brought in the courts of the State of New Mexico or in the U.S.  District  Court
for the  District of New Mexico.  Borrower  hereby  consents  and submits to the
jurisdiction of such courts and further consents to the personal jurisdiction of
any court located  within  Bernalillo  County,  New Mexico,  with respect to any
lawsuit to enforce  the  obligations  of  Borrower  under this  Agreement.  This
provision  shall  not  limit  the  right  of the Bank to bring  such  action  or
proceedings  against  the  Borrower  in the  courts  of  such  other  states  or
jurisdictions  where the  Borrower  may be  subject to  jurisdiction  nor to any
action required to be brought in another  jurisdiction  as the Borrower(s)  real
property assets or interests located in such other jurisdictions.

     7.14  Governing  Law.  This  Agreement  and the Loan  Documents  have  been
negotiated,  executed and delivered  solely within the State of New Mexico.  The
rights and obligations of the parties under this Agreement and under each of the
Loan Documents  shall be governed by and construed and interpreted in accordance
with the laws of the State of New Mexico.

     7.15 Jury  trial  waiver.  In any  action,  claim,  counterclaim,  or other
proceeding  based upon or related in any manner to this agreement,  the note, or
the  other  loan  documents,  borrower,  the  bank,  and all  makers,  sureties,
guarantors of the note,  and this  agreement,  together with all  successors and
assigns  of the  foregoing,  waive the right to a jury  demand and to a trial by
jury and stipulate that the trier of fact shall be the designated  judge in such
proceeding and acknowledge and agree that such waiver may significantly limit an
important  common law,  constitutional,  and/or  statutory  right which would be
otherwise available.

     7.16 YEAR 2000  COMPLIANCE  (Y2K).  The Borrower shall take all action that
may be necessary or desirable, or that the Bank may reasonably request, in order
to ensure that the Borrower,  its affiliates,  and all customers,  suppliers and
vendors that are material to the Borrower's business, become Year 2000 Compliant
on or before August 1, 1999. Such acts shall include,  without  limitation,  (i)
performing  a  comprehensive  inventory,  review  and  assessment  of all of the
Borrower's  systems  and  adopting a detailed  plan,  with  itemized  budget and
timetable, for the remediation, monitoring and testing of such systems, and (ii)
making a detailed  inquiry of all material  customers,  suppliers and vendors to
ascertain  whether such entities are aware of the need to be Year 2000 Compliant
and are taking all appropriate steps to become Year 2000 Compliant on the timely
basis.  The Borrower  shall,  promptly  upon  request,  provide to the Bank such
certifications or other evidence of Borrower's compliance with the terms of this
section as the Bank may from time to time reasonably require.

  BANK:                                      BORROWER:
  First Security Bank of                     BOWLIN Outdoor Advertising &
  New Mexico, N.A.                           Travel Centers Incorporated

  ---------------------------                ----------------------------
  By: James J. Bertram,                      By: Michael L. Bowlin,
      Vice President                             President


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