CREDIT AGREEMENT

     This Loan Agreement  dated  effective  November 25, 1997, is between BOWLIN
OUTDOOR  ADVERTISING & TRAVEL CENTERS  INCORPORATED  (the  "Borrower") and FIRST
SECURITY BANK OF NEW MEXICO, N.A. ("Bank"), a national banking association.

The Proposed Loans

     1. Borrower is presently  indebted to the Bank on several  promissory notes
referenced in Exhibit 1.07 below.

     2. Borrower has requested,  in addition to those existing  notes,  that the
Bank:

          a.)  Grant  a  new  $8,000,000  "Facility  Line"  to  fund  Borrower's
          acquisition of existing or  construction  of new travel centers and to
          finance  the  purchase  of new  vehicles,  fuel  dispensing  and other
          related  equipment,  and computer systems,  for the travel centers and
          certain other furniture, fixtures, and equipment related to the travel
          centers:

          b.) Grant a new $2,000,000  "Leasing Line" to fund leases of vehicles,
          fuel dispensing and related equipment,  computer systems,  and certain
          other furniture, fixtures and equipment, and:

          c.) Increase the existing $150,000 Working Capital Line to $500,000.

     3. The Bank is willing to grant the  additional  credit to the  Borrower on
the terms and conditions set forth in this Agreement.

AGREEMENT

     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:

SECTION 1 - DEFINITIONS.

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

     1.01 Agreement means this Credit Agreement.

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


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     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 Date means the effective date of November 25, 1997.


     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 up to two (2) years the
aggregate amount of $8,000,000 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 Lease(s) means the individual  leases  executed by the Borrower to the
Bank under the Lease Line in the form(s)  used  required by the Bank at the time
each Lease is executed.

     1.11 Lease Line means the line of credit to fund  individual  Leases by the
Bank to the Borrower,  up to the aggregate maximum amount of $2,000,000 upon the
requirements and conditions of this Agreement.

     1.12 Loan means the loans from the Bank to the  Borrower  described in this
Agreement, evidenced by the Notes, leases and the other Loan Documents.

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     1.13 Loan  Document(s)  means  this  Agreement,  the  Notes,  and all other
documents  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.

     1.14 Note(s) means the promissory notes 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  executed by the  Borrower to the Bank,  in the form
     required  by  the  Bank,  up to  the  maximum  aggregated  face  amount  of
     $8,000,000 under the $8,000,000 Facility Line,

     c.) The $500,000  "Working  Capital  Note" in the form  attached as Exhibit
     1.14(c).

     1.15 Obligations means all obligations of the Borrower:
                       

     a.) To pay the  principal  of, and interest on, each Note and Lease 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.

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<PAGE>


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

     1.17 Working  Capital Line means the revolving two (2) year  revolving line
of credit in the maximum  principal  amount any one time of $500,000 to fund the
Borrower's short term working capital needs.

SECTION 2 - THE LOAN.

     2.01  General  Terms.  Borrower's  obligation  to repay  the Loan  shall be
evidenced  by the  Notes and  leases,  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 and Leases.  Each Note and Lease shall be due and
payable on the date(s)  specified in the Note and Lease 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 or
Lease and the other  Obligations.  Payments may be applied to a Note or Lease in
such  amounts and in such order or priority as the Bank deems  necessary  and as
provided in the Note or lease.

     2.05 Loan Fees. Borrower shall pay to the Bank fees on the Notes and Leases
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,

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<PAGE>

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

          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.

     b.) Lease Line fees: a fee of one-half  percent (.005%) of the net interest
     balance (but not less than a minimum fee of $200.00) an each Lease.

     c.)  Working  Capital  Line:  a fee  of  25  basis  points  (.25%)  of  the
     $500,000.00 face amount of the Working Capital Note.

     d.) Other Fees and Costs:  the  Borrower  will  reimburse  the Bank for all
     out-of-pocket costs incurred by the Bank in connection with the preparation
     of this Agreement including attorneys fees not to exceed $3,000.00.

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

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.

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<PAGE>


     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 usually
     carried  by  companies  engaged in similar  businesses  and owning  similar
     properties  in the  same  general  areas  in  which  the  Borrower  or such
     subsidiary  operates;  provided that the Borrower and its  subsidiaries may
     maintain  reasonable  amount  of  self  insurance   consistent  with  their
     financial condition and other relevant criteria.

     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.) Total Debt to Net Worth Ratio.  Maintain a ratio of consolidated  total
     debt to  consolidated  total  tangible net worth of the  Borrower  (and any
     subsidiaries), measured at the end of each fiscal quarter, of not more than
     1.75 to 1.

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<PAGE>


     i.) Debt Coverage Ration. Maintain a ratio of adjusted annual net income to
     debt service not less than 1.4 to 1 calculated:

          (i) calculated by dividing the sum of annual net income, depreciation,
          amortization,  and  interest  expense  by the  sum of the  prior  year
          current  maturities of long term debt (including Lease obligation) and
          interest expense.

     j.) Reporting Requirements. Furnish to the Lenders:

          i)   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;

          ii)  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");

          iii) 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  all
               schedules, accounts and opinions notes;

          iv)  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;

          v)   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;

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<PAGE>

          vi)  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.)  Visitation  Rights.  At any  reasonable  time and  from  time to time,
     permit,  the Bank (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.

     l.) 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.

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, Etc. of Assets.  Sell, lease,  transfer or otherwise dispose of,
     or permit any of its subsidiaries to sell,  lease,  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;  and (ii) sell,  lease,  transfer  or other
     disposition,   at  less  than  fair  value,  or  (iii)  sale,  transfer  or
     disposition  of assets,  not in excess of the aggregate  book value of such
     assets of $5,000,000 in any calendar year.


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     c.)  Investments  in Other  Entities.  Make or hold,  or permit  any of its
     subsidiaries  to make or hold, any investment in any other entity except in
     the normal course of business.

     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,  if the
     amounts involved are not material.

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 or the Leases to exceed the
applicable maximum loan amount for that Line.

     4.01 Advances under $8,000,000 Facility Line. See disbursement requirements
and procedures in Exhibit 4.01 attached.

     4.02 Advances  (Leases) under the $2,000,000  Leases Line. See disbursement
requirements and procedures in Exhibit 4.02 attached.

     4.03 Advances on $500,000 Working Capital Line. The Working Capital Line is
a revolving  line of credit on which the  Borrower may from time to time request
advances. The maximum principal balance,  including any requested advance, shall
not at any time exceed  $500,000.  The Borrower shall use proceeds from advances
only for its short term  working  capital  needs.  Borrower  shall rest (pay the
entire  principal  balance  of) the  Working  Capital  Line for not less than 30
consecutive  calendar  days  during  each  year of the two (2) year term of this
Line.  Interest on the Working Capital Note will be paid upon the terms and rate
specified in that Note.

SECTION 5 - COLLATERAL.


     5.01  The  following  liens,   mortgages,   security  interests  and  other
collateral  listed,  referenced in, or contemplated by this Agreement shall each
secure all Obligations of the Borrower to the Bank:

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<PAGE>


     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) on the real  property
     and  improvements  for  each  travel  center  constructed,   purchased,  or
     remodeled under the Facility Line.

     c.) A perfected first lien,  security interest,  and assignment of lessor's
     rights to payment  in all  vehicles,  equipment,  inventory,  fixtures  and
     intangibles purchased under the Facility Line.

     d.) All collateral  documentation required by the Bank for each Lease under
     the Leasing Line.

     e.)  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.

     f.) Any additional collateral which the Borrower grants, pledges, mortgages
     or assigns to the Bank during the term of the Loans.

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,  Lease,  or any
     other  Obligations  to the Bank within five (5) Business Days after receipt
     of certified written notice from the Bank.

     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.

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<PAGE>


     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
     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.

     6.02  Cessation of Advances and  Acceleration.  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, or lease 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

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<PAGE>


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 each  under  this
     Agreement or otherwise.

     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.  Any  notice,  request or other  communication  required  or
permitted to be given hereunder shall be given in writing, by hand delivery,  or
certified  delivery by commercial  courier or the United States Postal  Service,
received  by the  respective  parties  at the  following  address  or such other
delivery address as the party designates in writing:

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<PAGE>


If to the Borrower:

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

If to the 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.

     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.

                                       13
<PAGE>


     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.

     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 attorneys 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.

     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.



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

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


Executed on: 11/25/97                          11/25/97
             --------                          --------




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