ASSET PURCHASE AGREEMENT

THIS  AGREEMENT  is hereby made this,  June 1st,  1998 by and between John Mahl,
d/b/a J&J Signs, a sole proprietorship ("J&J",  "Mahl",  "Company" and "Owner"),
and  Bowlin  Outdoor  Advertising  &  Travel  Centers  Incorporated,   a  Nevada
corporation ("Bowlin").

                              Purpose of Agreement

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

                              Terms and Conditions

Purchase Price

The purchase price shall be a total of $275,000 paid at closing and warrants for
shares of common stock in Bowlin's equal to a value of $100,000.**

In addition to the amount specified above, Bowlin will pay to J&J at closing:

(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

The purchase price, 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 June 1, 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  J&J's assets are true;  that the  financial  condition,  books,  and
accounts of J&J are sound; that the land leases, 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 John Mahl shall take
place on June 1, 1998.

**Per legal counsel cash of $100,000 will be paid to John Mahl, d/b/a/ J&J Signs
in lieu of the common stock.

                                       1
<PAGE>

Transfer of Assets

At closing, J&J will sell, transfer,  assign,  convey and deliver to Bowlin free
and clear of any liens, debts, or encumbrances, and Bowlin will purchase, accept
and acquire from J&J all of the Assets  listed in Exhibit A attached  hereto and
incorporated for all purposes herein.

Instruments of Transfer

     (a)  J&J Deliveries. At the closing, J&J 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;
          ii.  A five (5) year  non-competition  agreement  for John  Mahl  (See
               attached Exhibit B);
          iii. Letter(s) from J&J to the New Mexico Department of Transportation
               regarding transfer of the applicable outdoor  advertising permits
               from John Mahl to Bowlin in the form of attached Exhibit F;
          iv.  Assignment  of land  lease  agreements  pertinent  to sign  sites
               located on property owned by third parties (See attached  Exhibit
               G);
          v.   A land lease  agreement  acceptable to Bowlin  pertinent to signs
               located on land currently occupied,  used, and owned by John Mahl
               and/or J&J Signs (See attached Exhibit D).
          vi.  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.


     (b)  Bowlin's Deliveries. At the closing, Bowlin shall deliver to J&J:

          i.   A wire  transfer  or cashiers  check for the cash  portion of the
               purchase price as specified herein;
          ii.  Checks  in an amount  sufficient  to pay the net  amount  due for
               items listed in Exhibit E.
          iii. Warrants  to be  redeemed  in  Bowlin's  shares  within a 180 day
               period  from the date of  closing.  The number of shares  will be
               determined by the closing value of Bowlin's shares (BWN: Amex) on
               the date of this Agreement's closing divided into $100,000.**

**Reference note, page 1

                                       2
<PAGE>

     (c)  Other Transfer  Instruments.  Following the Closing, at the request of
          Bowlin,  J&J  shall  deliver  any  further  Instruments  and  take all
          reasonable action as may be necessary or appropriate to vest in Bowlin
          all of J&J'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.

No Assumption of Liabilities

     It is  expressly  understood  and agreed by the parties  hereto that Bowlin
     assumes no debts,  liabilities  (including tax  liabilities) or obligations
     (contractual  or  otherwise)  of J&J or  John  Mahl  or  any  other  debts,
     liabilities or obligations related to the conduct of J&J's business.

Representations and Warranties

     John Mahl  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.  J&J has the legal authority to sell, transfer, and deliver
          to  Bowlin  the  tangible  and   intangible   assets  of  the  outdoor
          advertising business known as "J&J Signs"

     (b)  Title. J&J 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.

     (c)  Insurance. J&J 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.

                                       3
<PAGE>

     (d)  Violations, Suits, Claims, etc. J&J 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 J&J's 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 J&J 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.

     (e)  Tax Returns.  J&J 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  J&J for
          federal,  state  or other  taxes  for any  period  or  periods  to and
          including the date of this agreement.

     (f)  Authorizations  and  Enforceability.  J&J 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 J&J and constitutes
          the  valid  and  binding  obligations  of J&J,  fully  enforceable  in
          accordance with their terms.

     (g)  Effect of Agreement.  The execution,  delivery and performance of this
          Agreement  by  J&J  and  John  Mahl  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  Company is
          subject; (b) violate any judgment, order, writ or decree of any court,
          arbitrator or governmental agency applicable to Company; 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 Company is a party or by
          which any of its Assets is bound.

                                       4
<PAGE>

     (h)  Permits,  Licenses,  Compliance with Applicable Laws and Court Orders.
          Company  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 Company are in full force
          and effect.  Company's  conduct of its  business  does not  materially
          violate  or  infringe  any  applicable  law,  statute,   ordinance  or
          regulation.  Company  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)  Agreements,  Plans, Arrangements,  etc. Except as set forth in Exhibit
          A,  Company  is not a party to,  nor is  Company  or any of the Assets
          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  Company,   including,   without
               limitation,   any  factoring  agreement  for  the  assignment  of
               accounts receivable;

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

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

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

                                       5
<PAGE>

     (k)  Status  of Real  Property.  Company  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 Company's and Owner's knowledge, there has
          been no  release or  discharge  on or under the Real  Property  by the
          Company 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 Company's
          and Owner's  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.

     (l)  Defects. To the best of Company's and Owner's knowledge,  there are no
          structural or operational defects in any of the Assets.

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

Bowlin  represents  and  warrants to J&J and John Mahl 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.

                                       6
<PAGE>

     (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 J&J for a
          finder's fee, brokerage commission or other like payment.


Covenants

Between the date of this agreement and the closing date:

     (a)  J&J and John Mahl will cause Company to:

          (1)  Carry on its outdoor  advertising  business in substantially  the
               same manner as it has  heretofore  and not introduce any material
               new method of management, operation or accounting;

          (2)  Maintain their properties and facilities in as good working order
               and condition as at present, ordinary wear and tear excepted;

          (3)  Perform all material  obligations under agreements relating to or
               affecting its assets, properties and rights;

          (4)  Maintain adequate insurance; and

          (5)  Use its best efforts to maintain and preserve its assets  intact,
               and maintain its  relationships  with  suppliers,  customers  and
               others having business relations with it.

     (b)  J&J will not permit without the prior written consent of Bowlin to:

          (1)  Enter into any contract or  commitment or incur or agree to incur
               any  liability  or make any  capital  expenditures  except in the
               normal course of business as to the assets purchased  pursuant to
               this agreement.

                                       7
<PAGE>

          (2)  Create,  assume or permit to exist any mortgage,  pledge or other
               lien or  encumbrance  upon any assets or  properties  transferred
               under this agreement, whether now owned or hereafter acquired; or

          (3)  Sell,  assign,  lease or  otherwise  transfer  or  dispose of any
               property or  equipment  subject to this  agreement  except in the
               normal course of business.


Competition

     Simultaneously with the execution of this Agreement, John Mahl will execute
     and deliver to Bowlin a  Non-Competition  Agreement  in the form and on the
     terms as set  forth in  Exhibit  B  attached  hereto  and  incorporated  by
     reference herein for all purposes.


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 J&J and John Mahl 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.

     (b)  Performance  of Covenants.  J&J 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  J&J  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 J&J 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
          J&J.

                                       8
<PAGE>

     (e)  Consents  and  Assignments.  J&J shall  have  delivered  to Bowlin all
          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
          J&J shall have obtained the consents of: any lender to J&J, 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 deemed necessary or appropriate by Bowlin.

     (f)  Certificate.  Bowlin shall have received a certificate  signed by John
          Mahl,  dated the Closing Date,  satisfactory  in form and substance to
          Bowlin  and  its  counsel,  certifying  as to the  fulfillment  of the
          conditions specified above.

     (g)  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.


Indemnification

     (a)  Indemnification  of Bowlin by John Mahl. John Mahl agrees to indemnify
          and hold harmless  Bowlin and any person  claiming by or through it or
          its successors and assigns from, against and in respect of any and all
          losses, claims, and liabilities incurred by or asserted against Bowlin
          or its  successors  or  assigns in  connection  with any breach of any
          representation or warranty of J&J or John Mahl;

          (i)  any breach of any representation or warranty of J&J or John Mahl;

          (ii) any breach of any covenant or agreement  made by J&J or John Mahl
               in this Agreement;

          (iii)any  liability,  debt or obligation of J&J or lien or encumbrance
               on the Assets or

          (iv) any claim arising out of the use, sale or operation of the Assets
               by J&J or John Mahl and/or the  operation  of the business of J&J
               or John Mahl prior to the Closing.

                                       9
<PAGE>

     (b)  Indemnification  of J&J and John  Mahl by  Bowlin.  Bowlin  agrees  to
          indemnify and hold harmless J&J and John Mahl and any person  claiming
          by or through it or its  successors  and assigns from,  against and in
          respect of any and all losses,  claims, and liabilities incurred by or
          asserted  against  J&J or John Mahl or its  successors  or  assigns in
          connection with:

          (i)  any breach of any representation or warranty of Bowlin;

          (ii) any breach of any  covenant or  agreement  made by Bowlin in this
               Agreement;

          (iii) any act or omission of Bowlin after Closing, and

          (iv) any claim arising out of the use, sale or operation of the Assets
               by Bowlin  and/or the  operation  of the business by Bowlin after
               Closing.

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 J&J as of the closing date.

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 J&J.

Bowlin's Remedies

     Bowlin  shall  be  entitled,  without  limitation,  to all  incidental  and
     consequential   damages   resulting  from  a  breach  of  any  warranty  or
     representation or covenant of J&J or John Mahl made herein  including,  but
     not  limited to, all costs of  litigation  incurred,  including  reasonable
     attorney's fees.

Arbitration Dispute Resolution

     In the event of any dispute  arising  from this  agreement,  New Mexico law
     shall apply. Any claims or controversy between J&J or John Mahl, on the one
     hand,  and Bowlin,  on the other  hand,  arising out of or relating to this
     agreement  or the  sale  and  purchase  of  assets,  shall  be  decided  by
     arbitration  at  Albuquerque,  New  Mexico in  accordance  with  Commercial
     Arbitration  Rules  of the  American  Arbitration  Association  by a single
     arbitrator   appointed  in  accordance   with  the  rules  in  effect  when
     arbitration  is first  demanded  by any party.  The award  rendered  by the
     arbitrator shall be final and judgment may be entered into any court having
     jurisdiction.

                                       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)  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.

     (c)  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.

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

     (e)  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 J&J to:

          John Mahl
          #2 Shasta St.
          Silver City, NM 88061

          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.

                                       11
<PAGE>

     (f)  Further Assurances. John Mahl 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.

     (g)  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.




AGREED and ACCEPTED:

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED



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



J&J Signs



By: /s/ John Mahl
    ------------------------------------
    John Mahl, Sole Proprietor










                                       12
<PAGE>

                         Acknowledgment for Corporations

STATE OF New Mexico                 )
                                    ) 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:

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







                         Acknowledgment for Individual

STATE OF New Mexico                 )
                                    ) ss.
COUNTY OF [            ]            )

     The  foregoing  instrument  was  acknowledged  before  me  this [  ] day of
[                ],  199[ ] by John Mahl, Individually.





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





                                       13