ASSET PURCHASE AGREEMENT

THIS  AGREEMENT  is hereby  made this,  November  16,  1998 by and among  BANNER
Advertising,  Inc., a Texas corporation  (individually "BANNER"),  FARIS OUTDOOR
ADVERTISING,  INC., a Texas corporation  (individually  "FOA"), George W. FARIS,
III, an individual  (individually "FARIS"), and Robert L. SANDLIN, an individual
(individually  "SANDLIN"),  and  BOWLIN  Outdoor  Advertising  & Travel  Centers
Incorporated,  a Nevada corporation  ("BOWLIN").  BANNER, FOA, FARIS and SANDLIN
are collectively referred to herein as the "SELLER".

                              Purpose of Agreement

BOWLIN  desires to purchase  and SELLER  desires to sell  certain  tangible  and
intangible  assets that comprise a certain portion of SELLER's  business engaged
in outdoor advertising.  Therefore,  in consideration of the premises and of the
mutual representations, warranties herein contained, the parties hereby agree as
follows:

                              Terms and Conditions

Purchase Price

The purchase price shall be Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00).

In addition  to the amount  specified  above,  at closing an  adjustment  of the
purchase price listed above shall be made for:

     (a) an amount equal to the amount of any prepaid rents, leases, permits and
     taxes as specified in attached  Exhibit E and incorporated for all purposes
     herein.  This amount will be paid by BOWLIN to SELLER,  but will be reduced
     by the  amount of any  prepaid  advertising  rents  received  by SELLER and
     further  reduced by BOWLIN's  prorated share (prorated by day as of Closing
     date) of the current month's revenue billed in advance by SELLER; and

     (b) an amount equal to the amount of current  accounts  receivable  will be
     paid by BOWLIN to SELLER provided that SELLER  guarantees the collection of
     such accounts receivable within ninety (90) days of Closing.  SELLER hereby
     agrees to make immediate cash payment to BOWLIN,  upon BOWLIN's request, of
     the amount of any such account  receivable not collected within ninety (90)
     days of  Closing,  save and except any  amount of such  account  receivable
     attributable to "current  month's  revenue"  previously  prorated to BOWLIN
     pursuant to subparagraph (a) immediately preceding.

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As additional  consideration for SANDLIN's  agreement to sell his assets covered
by this Agreement,  BOWLIN has agreed,  and does agree, to indemnify BOB SANDLIN
COMPANY, INC.  (individually "BSC"), a Texas corporation,  as is provided in the
paragraphs on "Indemnification" contained hereafter.

The purchase  price,  the  indemnity of Bob Sandlin  Company,  Inc., as provided
herein,  and payments  noted  above,  shall be the sole  considerations  paid by
BOWLIN under this agreement.

Date of Closing

The parties  contemplate  that Closing shall take place on November 16, 1998. If
Closing does not occur by that date, it will occur as soon  thereafter as BOWLIN
is able to complete  its due  diligence  investigation.  The parties  agree that
BOWLIN's  obligation to complete  this purchase is contingent  upon BOWLIN being
satisfied,  in  its  sole  discretion,  that  all  representations  made  to  it
concerning  SELLER's assets are true; that the financial  condition,  books, and
accounts  of  SELLER  are  sound;  that  the  land  leases,  easements,  outdoor
advertising permits and advertising  contracts are of satisfactory  condition to
BOWLIN;  and that the value of the assets being transferred is not less than the
purchase  price.  Transfer of Assets to BOWLIN,  and Transfer of Funds to SELLER
shall take place on November 16, 1998.

Transfer of Assets

At closing,  SELLER will sell,  transfer,  assign,  convey and deliver to BOWLIN
free and clear of any liens,  debts, or encumbrances,  save and except any liens
or  encumbrances  affecting the underlying fee title estate on the real property
subject of the land leases and/or  easements for the sign sites, and BOWLIN will
purchase,  accept and acquire from SELLER all of the Assets  listed in Exhibit A
attached hereto and incorporated for all purposes herein.

Instruments of Transfer

     (a)  SELLER Deliveries. At the closing, SELLER shall deliver to BOWLIN:

          i.   A bill of sale  transferring  to  BOWLIN  title to the  Assets as
               provided herein,  in form and substance  acceptable to BOWLIN and
               SELLER;
          ii.  Form(s)  from SELLER to the Texas  Department  of  Transportation
               regarding transfer of the outdoor advertising permits from SELLER
               to BOWLIN.
          iii. Assignment of land lease agreements and/or easements pertinent to
               sign  sites  located  on  property  owned by third  parties  (See
               attached Exhibit G);
          iv.  Such  other  bills of  sale,  titles  and  other  instruments  of
               assignment,  transfer and  conveyance as BOWLIN shall  reasonably
               request,  in recordable  form,  where  appropriate,  and properly
               executed,  evidenced and notarized where appropriate in such form
               as shall be necessary or appropriate to vest in BOWLIN good title
               to the Assets.
          v.   Advertising contracts for all current advertisers.

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     (b)  BOWLIN's Deliveries. At the closing, BOWLIN shall deliver to SELLER:

          i.   Immediately  available funds to one or more accounts  designed by
               SELLER for the purchase price as specified herein;

          ii.  Checks  in an amount  sufficient  to pay the net  amount  due for
               items listed in Exhibit E.

     (c)  Other Transfer  Instruments.  Following the Closing, at the request of
          BOWLIN,  SELLER  shall  deliver any further  Instruments  and take all
          reasonable action as may be necessary or appropriate to vest in BOWLIN
          all of SELLER's title to the assets.  This will  specifically  include
          all  historical  and  current  files  and  documentation   related  to
          structures,  advertisers,  permits,  licenses,  lighting and any other
          pertinent data.

Assumption of Liabilities

     It is expressly  understood and agreed by the parties hereto that except as
     is otherwise  provided  herein to the  contrary,  BOWLIN  assumes no debts,
     liabilities  (including tax  liabilities)  or obligations  (contractual  or
     otherwise) of SELLER or any other debts, liabilities or obligations related
     to the conduct of SELLER's business arising prior to Closing.  BOWLIN shall
     assume SELLER's  obligations  pursuant to the advertising  contracts,  land
     leases,  easements,  outdoor  advertising permits and any other of SELLER's
     assets  purchased  by BOWLIN that accrue  after the Closing so long as such
     accrual  was not as a result of a default  thereunder  by SELLER  for which
     SELLER will continue to be responsible.  BOWLIN agrees to hold harmless and
     indemnify  SELLER  from any  actions  brought  as a result  of an breach by
     BOWLIN of the obligations assumed pursuant to the previous sentence.

Representations and Warranties

     SELLER  represents  and warrants to BOWLIN as of the date hereof and on the
     closing date as follows (all representations and warranties being joint and
     several):

     (a)  Authority.  SELLER  has the legal  authority  to sell,  transfer,  and
          deliver to BOWLIN the tangible and  intangible  assets of the SELLER's
          outdoor advertising business.

     (b)  Title.  SELLER  has good  and  indefeasible  title to all  properties,
          assets  and  leasehold  estates,  real  and  personal,   tangible  and
          intangible, to be transferred pursuant to this Agreement subject to no
          mortgage,  pledge, lien,  conditional sales agreement,  encumbrance or
          charge  except  for  mortgages,  liens  or  encumbrances  on the  real
          property  fee simple  estates of the  ground  lessors  and liens to be
          released at Closing.

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<PAGE>

     (c)  Insurance.  SELLER carries insurance, which it believes to be adequate
          in character and amount,  with reputable insurers in respect of assets
          being acquired and such insurance policies are still in full force and
          effect, and shall be in effect without  interruption until closing has
          occurred.

     (d)  Violations,  Suits,  Claims,  etc.  To the  best  of  SELLER's  actual
          knowledge,  SELLER is not in default under any law or  regulation,  or
          under any order of any court or  federal,  state,  municipal  or other
          governmental   department,   commission,   board,  bureau,  agency  or
          instrumentality wherever located, and to SELLER's actual knowledge and
          belief  there  are  (1)  no  claims,  actions,  suits  or  proceedings
          instituted or filed and (2) no claims  actions,  suits or  proceedings
          threatened  presently  or which in the  future  may be  threatened  or
          asserted against or affecting SELLER at law or in equity, or before or
          by any federal,  state,  municipal or other  governmental  department,
          commission, board, bureau, agency or instrumentality wherever located,
          and (3) there are no potential claims, demands,  liens,  encumbrances,
          or debts with  regard to the assets  that are the subject of this sale
          or  that  may  create  for  BOWLIN  any  environmental  or  regulatory
          liability, except as have been previously disclosed to BOWLIN.

     (e)  Tax  Returns.  SELLER  has filed or will file all  requisite  federal,
          state and other tax  returns  due for all fiscal  periods  ended on or
          before the date of this agreement.  There are no claims against SELLER
          for  federal,  state or other  taxes for any  period or periods to and
          including the date of this agreement.

     (f)  Authorizations and Enforceability.  SELLER has all requisite power and
          authority to execute, deliver and perform this Agreement and the other
          agreements and instruments delivered pursuant hereto and to consummate
          the  transactions  contemplated  hereby.  This Agreement and the other
          agreements and  instruments  delivered  pursuant hereto have been duly
          and  validly   authorized,   executed  and  delivered  by  SELLER  and
          constitutes  the  valid  and  binding  obligations  of  SELLER,  fully
          enforceable in accordance with their terms.

     (g)  Effect of Agreement.  To the best of SELLER's  actual  knowledge,  the
          execution,  delivery and  performance  of this Agreement by SELLER and
          the  consummation of the  transactions  contemplated  hereby will not,
          with or without  the  giving of notice or the lapse of time,  or both:
          (a) violate any material provision of law, statute, rule or regulation
          to which SELLER is subject;  (b) violate any judgment,  order, writ or
          decree of any court,  arbitrator or governmental  agency applicable to

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<PAGE>

          SELLER;  or (c) result in a material  breach of or  material  conflict
          with any term,  covenant,  condition  or provision  of,  result in the
          modification or termination of,  constitute a material  default under,
          or  result in the  creation  or  imposition  of,  any  lien,  security
          interest, charge or encumbrance upon any of the Assets pursuant to any
          charter, bylaw, commitment, contract or other agreement or instrument,
          to which SELLER is a party or by which any of its Assets is bound.

     (h)  Permits,  Licenses,  Compliance with Applicable Laws and Court Orders.
          SELLER  has all  requisite  power  and  authority,  and  all  permits,
          licenses and approvals of governmental and administrative authorities,
          to own,  lease and operate its properties and to carry on its business
          as presently  conducted;  all such  permits,  licenses  and  approvals
          material  to the  conduct of the  business of SELLER are in full force
          and effect. To the best of SELLER's actual knowledge, SELLER's conduct
          of its business does not materially violate or infringe any applicable
          law, statute,  ordinance or regulation. To the best of SELLER's actual
          knowledge,  SELLER  is  not  in  default  in  any  respect  under  any
          executive,  legislative,  judicial, administrative or private (such as
          arbitration) ruling, order, writ, injunction or decree.

     (i)  Financial  Information.  All  financial  information  relating  to the
          Assets or the  business  and  provided  to BOWLIN by SELLER  have been
          prepared  from  the  books  and  records  of  SELLER  and  fairly  and
          accurately present the financial  condition of SELLER and the business
          relating to the Assets as of the date of such information.

     (j)  Agreements,  Plans, Arrangements,  etc. Except as set forth in Exhibit
          A, none of the Assets are bound or affected by, any oral or written:

          (1)  lease agreement (whether as lessor or lessee) relating to real or
               personal property;

          (2)  license  agreement,  assignment  or other  contract  (whether  as
               licensor  or  licensee,   assignor  or   assignee)   relating  to
               trademarks,  trade names,  patents,  copyrights (or  applications
               therefor);

          (3)  agreement   with  any  business   broker  with  respect  to  this
               transaction;

          (4)  agreement  with any supplier,  distributor,  franchisor,  dealer,
               sales agent or representative;

          (5)  joint venture or partnership agreement with any other person;

          (6)  agreement  with any bank,  factor,  finance  company  or  similar
               organization  regarding the  financing of accounts  receivable or
               other extensions of credit;

          (7)  agreement granting any lien, security interest or mortgage on any
               Asset or other property of SELLER, including, without limitation,

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<PAGE>

               any   factoring   agreement   for  the   assignment  of  accounts
               receivable,  other then  encumbrances  that will be  released  at
               Closing;

          (8)  agreement for the  Construction  or  modification of any Asset or
               leasehold interest of SELLER;

          (9)  agreement   with  any  employee,   consultant,   or   independent
               contractor providing personal services to SELLER.

     (k)  Acquisition  Agreements.  There  are  no  agreements  relating  to the
          acquisition  of the  business  or Assets of SELLER to which  SELLER is
          presently a party, other than this Agreement.

     (l)  Status  of Real  Property.  SELLER  has not  received  any  notice  of
          noncompliance with respect to real property on which any of the Assets
          are located (the "Real Property") with any applicable statutes,  laws,
          codes,  ordinances,  regulations  or  requirements  relating  to fire,
          safety,  health or  environmental  matters or  noncompliance  with any
          covenants,  conditions and restrictions  (whether or not of record) or
          local,   municipal,   regional,   state  or  federal  requirements  or
          regulations.  To the best of SELLER's actual knowledge, there has been
          no release or discharge on or under the Real Property by SELLER of any
          toxic or hazardous  substance,  material or waste which is or has been
          regulated by any governmental or quasi-governmental authority or is or
          has been  listed as toxic or  hazardous  under any  applicable  local,
          state or federal  law. To the best of the SELLER's  actual  knowledge,
          there  are no  subsurface  or  other  conditions  related  to toxic or
          hazardous  waste  affecting  the  Real  Property  or  any  portion  or
          component thereof,  and there are no underground storage tanks located
          on the Real Property.

     (m)  Defects.  To the  best of  SELLER's  actual  knowledge,  there  are no
          structural  or  operational  defects  in  any of  the  Assets.  SELLER
          acknowledges  that to the best of SELLER's actual  knowledge all signs
          were  constructed  and  installed  to  normal  industry  standards  by
          qualified and licensed manufacturers and installers.

     (n)  Leases Current. All obligations of the SELLER under all existing lease
          agreements  which  are  required  by  such  agreements  to  have  been
          performed  by SELLER have been  fulfilled  by the  respective  SELLER,
          including the payment by the  respective  SELLER of all lease payments
          due and payable through the date hereof.

     (o)  Permits  Current.  All payments  due and payable for required  permits
          from  governmental  bodies have through the date hereof been fulfilled
          by the respective SELLER.

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<PAGE>

BOWLIN  represents  and warrants to SELLER as of the date hereof and the Closing
date as follows:

     (a)  Organization. BOWLIN is a validly existing corporation organized under
          the laws of the State of Nevada and has all requisite  corporate power
          and authority to own, operate and lease its properties and assets.

     (b)  Authority. BOWLIN has full corporate power, authority and legal rights
          to execute  and  deliver,  and to perform its  obligations  under this
          Agreement,  and has  taken  all  necessary  action  to  authorize  the
          purchase  hereunder on the terms and  conditions of this Agreement and
          to  authorize  the  execution,   delivery  and   performance  of  this
          Agreement.  This  Agreement  has been duly  executed  by  BOWLIN,  and
          constitutes   a  legal,   valid  and  binding   obligation  of  BOWLIN
          enforceable in accordance with its terms.

     (c)  Compliance with Instruments, Consents, Adverse Agreements. Neither the
          execution and delivery of this Agreement nor the  consummation  of the
          transactions  contemplated  hereby will conflict with or result in any
          violation  of  or   constitute   a  default   under  the  articles  of
          incorporation or the by-laws of BOWLIN, or any Law,  Instrument,  lien
          or other  Contract by which BOWLIN is bound.  BOWLIN is not a party or
          subject to any Contract,  or subject to any article or other corporate
          restriction  or any Law which  materially  and  adversely  affect  the
          business  operation,  prospects,   properties,  assets  or  condition,
          financial or otherwise, of BOWLIN.

     (d)  Litigation.  There is no suit,  action or litigation,  administrative,
          arbitration, or other proceeding or governmental investigation pending
          or, to the knowledge of BOWLIN,  threatened which might,  severally or
          in  the  aggregate  materially  and  adversely  affect  the  financial
          condition or  prospects  of BOWLIN or BOWLIN's  ability to acquire the
          Assets as contemplated by this Agreement.

     (e)  Brokers.   All   negotiations   relative  to  the  Agreement  and  the
          transactions  contemplated  hereby  have been  carried on by BOWLIN is
          such manner  without giving rise to any valid claim against SELLER for
          a finder's fee, brokerage commission or other like payment.

Conditions to BOWLIN's Obligations

     The obligations of BOWLIN hereunder are subject to the  fulfillment,  at or
     prior to the Closing,  of each of the following  conditions,  any or all of
     which may be waived in writing by BOWLIN, in its sole discretion:

     (a)  Accuracy   of   Representations   and   Warranties.    Each   of   the
          representations  and warranties of SELLER  contained in this Agreement
          shall be true on and as of the  Closing  Date with the same  force and
          effect  as  though  made  on and as of the  Closing  Date,  except  as
          affected by transactions contemplated hereby.

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<PAGE>

     (b)  Performance  of  Covenants.  SELLER shall have  performed and complied
          with all  covenants,  obligations  and  agreements  to be performed or
          complied  with by it on or before the  Closing  Date  pursuant to this
          Agreement.

     (c)  No  Litigation  or  Claims.  No  claim,  action,   suit,   proceeding,
          arbitration,  investigation  or hearing or notice of hearing  shall be
          pending or threatened  against or affecting  SELLER  which:  (a) might
          foreseeably result, or has resulted,  either in an action to enjoin or
          prevent or delay the consummation of the transactions  contemplated by
          this  Agreement  or in  such  an  injunction;  or  (b)  could,  in the
          determination  of BOWLIN,  have an adverse  effect on the assets to be
          transferred hereunder.

     (d)  No  Violations.  No material  violation of SELLER  shall exist,  or be
          alleged by any governmental  authority to exist, of any law,  statute,
          ordinance or  regulation,  the  enforcement  of which would  adversely
          affect the financial condition,  results of operations,  properties or
          business of SELLER.

     (e)  Consents and  Assignments.  SELLER shall have  delivered to BOWLIN all
          requested  consents  and  assignments  of  all  persons  and  entities
          necessary for the performance of the transactions contemplated by this
          Agreement,  including the transfer of all assets and the assignment of
          leases,  and SELLER shall have obtained the consents of: any lender to
          SELLER, or, in the alternative,  the release of all liens held by such
          lender,  with respect to the sale and transfer of the assets;  and any
          other  consents  of  third  parties  reasonably  deemed  necessary  or
          appropriate by BOWLIN.

     (f)  Satisfactory Completion of Due Diligence. BOWLIN shall be satisfied in
          its sole  discretion with the content of the final Exhibits hereto and
          other related  documents for closing and shall  otherwise be satisfied
          in its sole discretion  with the results of its due diligence  review,
          including the right to terminate this agreement with no penalty in the
          event  that  the  land  leases,   outdoor   advertising   permits  and
          advertising contracts are not of satisfactory condition to BOWLIN.

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<PAGE>

Indemnification

     (a)  Indemnification Obligations of SELLER. SELLER shall defend, indemnify,
          save and keep harmless BOWLIN and its successors and permitted assigns
          against and from any  liability,  loss,  cost,  damage,  claim,  fine,
          penalty  or  expense,   including,   without  limitation,   reasonable
          attorneys'  fee  ("Damages"),  sustained  or  incurred  by any of them
          resulting  from or arising  out of or by virtue of : (a) any  material
          inaccuracy in or material  breach of any  representation  and warranty
          made by SELLER in the Agreement or in any closing  document  delivered
          to BOWLIN in connection with this Agreement;  and/or (b) any breach of
          contract on or prior to the Closing arising out of SELLER's  ownership
          of the Assets;  and/or (c) any personal  injury and/or property damage
          from any accident  occurring  on or before the Closing  arising out of
          SELLER's ownership of the billboards.

     (b)  Indemnification Obligations of BOWLIN. BOWLIN shall defend, indemnify,
          save  and  keep  harmless  SELLER  and BSC and  their  successors  and
          permitted  assigns  against  and  from  all  Damages  (as  defined  in
          subparagraph (a) immediately  preceding)  sustained or incurred by any
          of them  resulting  from or  arising  out of or by virtue  of: (a) any
          material  inaccuracy in or breach of any  representation  and warranty
          made by BOWLIN in this Agreement or in any closing document  delivered
          to SELLER in  connection  with this  Agreement;  and/or  (b)  BOWLIN's
          failure to pay,  discharge and perform any of the liabilities  assumed
          in this  Agreement;  and/or (c) any breach of contract  arising out of
          BOWLIN's  ownership of the Assets from and after the  Closing,  and/or
          (d) any personal  injury  and/or  property  damage  arising out of any
          accident   occurring   from   and   after   the   Closing.    BOWLIN'S
          INDEMNIFICATION  OBLIGATIONS  UNDER THIS  SUBPARAGRAPH  SHALL  INCLUDE
          DAMAGES WHICH ARISE FROM THE SOLE OR CONCURRENT NEGLIGENCE OR FAULT OF
          SELLER  AND/OR BSC OR EMPLOYEES OR  INDEPENDENT  CONTRACTORS  DIRECTLY
          RESPONSIBLE TO SELLER AND/OR BSC,  ARISING OUT OF,  INCIDENT TO, OR IN
          ANY WAY  CONNECTED  OR  RELATED  TO THE  ORIGINAL  CONSTRUCTION,  USE,
          CONDITION,   LOCATION,   MAINTENANCE,   REPAIR  OR  OPERATION  OF  THE
          BILLBOARDS.  IT IS THE EXPRESSED INTENTION OF THE PARTIES HERETO, BOTH
          SELLER AND/OR BSC AND BOWLIN,  THAT THE INDEMNITY PROVIDED FOR IN THIS
          PARAGRAPH IS AN INDEMNITY  BY BOWLIN TO INDEMNIFY  AND PROTECT  SELLER
          AND/OR BSC FROM THE  CONSEQUENCES OF SELLERS AND BSC'S OWN NEGLIGENCE,
          WHETHER  THAT  NEGLIGENCE  IS THE  SOLE OR A  CONCURRING  CAUSE OF THE
          INJURY,  DEATH  OR  DAMAGE.  BOWLIN'S  INDEMNITY  SET  FORTH  IN  THIS
          PARAGRAPH  SHALL  INURE TO THE  BENEFIT OF THE  SELLER  AND/OR BSC AND
          BANNER, FOA, FARIS, AND SANDLIN, WHICH COMPRISE THE SELLER.

Taxes

     Real Estate and personal property taxes, if any, assessed or to be assessed
     for the current calendar or fiscal year, regardless of when payable,  shall
     be prorated between BOWLIN and SELLER as of the closing date.

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<PAGE>

Risk of Loss

The risk of loss or destruction of or damage to the assets transferred hereunder
from any cause whatsoever at all times on or subsequent to the execution of this
document but before closing shall be borne by SELLER.

Choice of Law and Venue

It is expressly agreed and stipulated that this contract shall be deemed to have
been made and is to be performable in Fort Worth,  Tarrant  County,  Texas.  All
questions  concerning the validity,  interpretation or performance of any of its
terms or  provisions,  or of any rights or  obligations  of the parties  hereto,
shall be governed by the  resolved in  accordance  with the laws of the State of
Texas. Any disputes between or among the parties to this contract concerning the
subject  matter of this contract  shall be submitted for resolution to any court
of competent  jurisdiction sitting in Fort Worth,  Tarrant County,  Texas, which
shall have exclusive venue thereof.

Right of First Refusal

If any of  BANNER,  FOA or FARIS  desire to sell  assets  of the type  purchased
herein in the future,  and any one or more of them receive(s) from a third party
a bona fide offer for the  purchase of such assets,  then  BANNER,  FOA or FARIS
agree(s) to disclose the terms of such third party offer to BOWLIN,  in writing,
within ten (10) calendar days  following the receipt of such offer.  BOWLIN will
have seven (7) calendar  days after  receiving  notice of the terms of the offer
within  which to elect to  purchase  all of the assets  subject of such offer on
terms identical to those offered by the third party.  BOWLIN's  election must be
made by written notice to BANNER,  FOA or FARIS, as the case may be, accompanied
by a check for Ten  Thousand  and No/100  Dollars  ($10,000.00),  payable to the
order of the BANNER, FOA or FARIS, as the case may be, such sum to be applied to
the purchase price for such assets.  Within fifteen (15) calendar days after the
period for BOWLIN's  election,  the parties will enter into a formal contract of
sale containing all terms of the original bona fide offer made to BANNER, FOA or
FARIS,  as the case may be,  from the  third  party  except as the  parties  may
mutually  agree  otherwise.  If BOWLIN  fails to give the  notice and tender the
payment as provided  herein,  BANNER,  FOA or FARIS, as the case may be, will be
relieved of all liability to BOWLIN under this  agreement and may dispose of the
assets as such party (either BANNER, FOA or FARIS, as the case may be, sees fit.

In the event  BOWLIN  fails at any time to  exercise  this  right of  refusal to
purchase any future assets,  then this right of refusal  granted herein shall be
void,  canceled,  terminated and of no further force and effect,  and any assets
which BANNER, FOA or FARIS desire to sell, either at such time or in the future,
will be unencumbered, free and available for sale without notice to or any right
in, or obligation to, BOWLIN whatsoever. BOWLIN agrees to execute an appropriate
release  of its right of  refusal  within ten (10) days after a request to do so
subsequent to its failure to exercise its right of refusal.

                                       10
<PAGE>

Miscellaneous

     (a)  Expenses.  Except as  otherwise  provided  herein,  whether or not the
          transactions  contemplated  by this  Agreement are  consummated,  each
          party  hereto  shall pay its own expenses and the fees and expenses of
          its counsel and  accountants  and other experts.  Furthermore,  BOWLIN
          shall be responsible  for payment to the business  broker  retained by
          it.

     (b)  Actual Knowledge.  Whenever used herein,  the term "actual  knowledge"
          shall mean only information currently, consciously possessed by SELLER
          without having made any  investigation or inquiry and does not include
          any knowledge which might be obtained by such inquiry or investigation
          nor any constructive knowledge.

     (c)  Survival  of  Representations  and  Warranties.  The  representations,
          warranties,  covenants and  agreements set forth in this Agreement and
          any other  written  representation  in any  ancillary  document  shall
          survive the Closing.

     (d)  Waivers.  The waiver by any party hereto of a breach of any  provision
          of this Agreement shall not operate or be construed as a waiver of any
          subsequent breach.

     (e)  Binding  Effect;  Benefits.  This Agreement  shall be binding upon and
          inure to the  benefit  of the  parties  hereto  and  their  respective
          successors and assigns.

     (f)  Notices. All notices, requests, demands and other communications which
          are  required to be or may be given under this  Agreement  shall be in
          writing and shall be deemed to have been duly given when  delivered in
          person or  transmitted  by fax or five (5) days  after  deposit in the
          U.S.  mails by  certified  or  registered  first class  mail,  postage
          prepaid, return receipt requested,  addressed to the party to whom the
          same is so given or made.

          if to SELLER to:

          George W. Faris, III
          P.O. Box 330326
          Fort Worth, Texas 76163-0326

          With a copy to:

          James W. Schell
          Pope, Hardwicke, Christie, Harrell, Schell & Kelly, L.L.P.
          306 W. 7th, Suite 901
          Fort Worth, Texas 76102-4995

                                       11
<PAGE>

          if to BOWLIN to:

          BOWLIN Outdoor Advertising and Travel Centers Incorporated
          150 Louisiana Blvd. N.E.
          Albuquerque, New Mexico 87108
          Attention:  Michael L. Bowlin, President

          or to such other  address or Fax Number as any party may  designate by
          giving notice to the other parties hereto.

     (g)  Further  Assurances.  SELLER shall,  from time to time at or after the
          Closing, at the request of BOWLIN, and without further  consideration,
          execute and deliver such other instruments and take such other actions
          as may be required to confer to BOWLIN and its  assignees the benefits
          contemplated by this Agreement.

     (h)  Entire Agreement.  This document contains the entire agreement between
          the parties and supersedes all prior  agreements  between the parties,
          if any, written or oral, with respect to the subject matter thereof.

     (i)  The parties agree that this Agreement may be transmitted  between them
          by  facsimile  machine.  The  parties  intend  that  faxed  signatures
          constitute original  signatures and that a faxed Agreement  containing
          the  signatures  (original  or faxed) of all the parties is binding on
          the parties.


AGREED and ACCEPTED:

BOWLIN:

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED



By:/s/ C. C. Bess
   ------------------------------------
   C. C. Bess, Executive Vice President


<PAGE>

SELLER:

BANNER ADVERTISING, INC.



By:/s/ George W. Farris, III
   ------------------------------------
   George W. Faris, III, President


FARIS OUTDOOR ADVERTISING, INC.



By:/s/ George W. Farris, III
   ------------------------------------
   George W. Faris, III, President



By:/s/ George W. Farris, III
   ------------------------------------
   George W. Faris, III, Individually



By:/s/ Robert L. Sandlin
   ------------------------------------
   Robert L. Sandlin, Individually



                                       13
<PAGE>

                         Acknowledgment for Corporations

STATE OF Texas              )
                            ) ss.
COUNTY OF [               ] )

     The  foregoing  instrument  was  acknowledged  before  me this  [  ] day of
[             ],  199[ ],  by C. C. Bess,  Executive  Vice  President  of BOWLIN
Outdoor  Advertising & Travel Centers  Incorporated,  a Nevada  Corporation,  on
behalf of the corporation.



                                                --------------------------------
                                                Notary Public
My commission expires:

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

STATE OF Texas              )
                            ) ss.
COUNTY OF [               ] )

     The  foregoing  instrument  was  acknowledged  before  me this  [  ] day of
[             ],   199[ ],  by  George  W.  Faris,  III,   President  of  BANNER
ADVERTISING, INC. a Texas corporation, on behalf of the corporation.



                                                --------------------------------
                                                Notary Public
My commission expires:

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

STATE OF Texas              )
                            ) ss.
COUNTY OF [               ] )

     The  foregoing  instrument  was  acknowledged  before  me this  [  ] day of
[             ],   199[ ], by George W. Faris, III, President of  FARIS  OUTDOOR
ADVERTISING, INC. a Texas corporation, on behalf of the corporation.



                                                --------------------------------
                                                Notary Public
My commission expires:

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

                                       14
<PAGE>

                        Acknowledgment for Individual

STATE OF Texas              )
                            ) ss.
COUNTY OF [               ] )

     The  foregoing  instrument  was  acknowledged  before  me this  [  ] day of
[             ],   199[ ], by George W. Faris, III, Individually.



                                                --------------------------------
                                                Notary Public
My commission expires:

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

Acknowledgment for Individual

STATE OF Texas              )
                            ) ss.
COUNTY OF [               ] )

     The  foregoing  instrument  was  acknowledged  before  me this  [  ] day of
[             ],   199[ ], by Robert L. Sandlin, Individually.
                                        


                                                --------------------------------
                                                Notary Public
My commission expires:

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


                                       15