PURCHASE AGREEMENT

THIS  AGREEMENT  is hereby made this,  April 30, 1999 by and between  Borderline
Outdoor  Advertising,  Inc., a Texas corporation,  ("Company" or "SELLER"),  and
Bowlin Outdoor Advertising & Travel Centers  Incorporated,  a Nevada corporation
("BOWLIN").

Purpose of Agreement

BOWLIN  desires to purchase  and SELLER  desires to sell  certain  tangible  and
intangible  assets  described  on Schedule A that  comprise  SELLER's  billboard
business known as "Borderline 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 One Hundred  Fifty  Thousand  and No/100  Dollars
($150,000.00) paid in the following manner:

          (a) $150,000.00 cash at closing;

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.

          (b) an  additional  $12,500.00  for the  purchase of a 12 x 24 unipole
          structure  that is located in storage and a 10 x 30 structure  removed
          from the Cresson site, also in storage.

The purchase price, and payments noted above,  shall be the sole  considerations
paid by BOWLIN under this agreement.

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Date of Closing


The parties  contemplate  that Closing  shall take place on April 30,  1999.  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,  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

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.  Within 60 days from
Closing,  BOWLIN will pickup the  structures  in storage with Bob Sandlin,  9252
Canter Dr.,  Dallas,  Texas 75231.  SELLER will be  responsible  for any storage
charges prior to Closing and for up to 60 days thereafter.

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 to
               effect 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.
          vi.  A corporate resolution.


     (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.




<PAGE>


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.

               (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.



<PAGE>


               (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  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.



<PAGE>


               (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, 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.



<PAGE>


               (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 SELLER, including the payment by the 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 SELLER.

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.


<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  in such a manner  as not to give  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.

               (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.



<PAGE>


               (e)  Consents and  Assignments.  SELLER  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 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 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.

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.



<PAGE>


               (b)  Indemnification  Obligations of BOWLIN. BOWLIN shall defend,
                    indemnify,  save and keep harmless SELLER and its 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 OR EMPLOYEES OR
                    INDEPENDENT  CONTRACTORS  DIRECTLY  RESPONSIBLE  TO  SELLER,
                    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 BOWLIN, THAT THE INDEMNITY PROVIDED
                    FOR IN THIS PARAGRAPH IS AN INDEMNITY BY BOWLIN TO INDEMNIFY
                    AND  PROTECT  SELLER  FROM THE  CONSEQUENCES  OF SELLERS OWN
                    NEGLIGENCE,  WHETHER  THAT  NEGLIGENCE  IS  THE  SOLE  OR  A
                    CONCURRING CAUSE OF THE INJURY, DEATH OR DAMAGE.


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.


Risk of Loss

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


Dispute Resolution

               (a)  In the event of any dispute arising from this Agreement, the
                    Parties  agree to  attempt  a  solution  through  nonbinding
                    mediation conducted by a mutually agreed mediator. While the
                    mediation  shall  be  nonbinding  in  all  respects  (except
                    agreements in  settlement  of the dispute  negotiated by the
                    Parties), each Party agrees that:

                    (i)  it shall appear when directed by the mediator, be fully
                         prepared to work towards a  resolution  of the dispute,
                         and participate in good faith in the mediation  towards
                         a resolution of all disputed issues or concerns; and

                    (ii) the duty to mediate in good faith shall be specifically
                         enforceable by the courts of Texas.

               (b)  Any questions,  claims, disputes, or litigation arising from
                    or related to this Agreement are governed by the laws of the
                    state of Texas without regard to the principles of conflicts
                    of law.



<PAGE>


               (c)  The Parties agree that Texas has a substantial  relationship
                    to this transaction,  and that this Agreement is performable
                    in Tarrant  County,  Texas.  Each Party consents to personal
                    jurisdiction in the courts  thereof,  and any action or suit
                    arising  from or  related  to this  Agreement  shall only be
                    brought by the  Parties in any  federal or state  court with
                    appropriate jurisdiction over the subject matter established
                    or sitting in the state of Texas located in Tarrant  County,
                    Texas.

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 SELLER to:
                      Robert Hill
                      2700 Tibbets Dr., Suite 500
                      Bedford, Texas 76022

                      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.



<PAGE>


               (f)  Further Assurances.  The Company 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 reasonably
                    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:________________________________________
   Michael L. Bowlin, CEO/President/Chairman




BORDERLINE OUTDOOR ADVERTISING, INC.

By:______________________________________
   Robert Hill, President



<PAGE>





                         Acknowledgment for Corporations

STATE OF NEW MEXICO   )
                      ) ss.
COUNTY OF ___________ )

     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
__________________,  199___,  by Michael L.  Bowlin,  CEO/President/Chairman  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 Robert  Hill,  President  of  Borderline  Outdoor
Advertising, a Texas Corporation, on behalf of the corporation.


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

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

<PAGE>