PROMISSORY NOTE

<TABLE>
     <S>             <C>           <C>           <C>           <C>    <C>           <C>             <C>              <C>
     Principal       Loan Date     Maturity      Loan No       Call   Collateral    Account         Officer          Initials
     $3,650,000      05-01-1998    04-15-2005    9006                               252,0169434     M0089            MP


        Borrower:      Bowlin Outdoor Advertising & Travel             Lender:  Norwest Bank New Mexico, National Association
                       Centers, Incorporated                                    Journal Center Business Banking
                       150 Louisiana NE                                         P.O. Box 1081
                       Albuquerque, NM  87108                                   7412 Jefferson Blvd. NE
                                                                                Albuquerque, NM 87109
</TABLE>

Principal Amount: $3,650,000    Initial Rate: 8.50%    Date of Note: May 1, 1998

PROMISE  TO PAY.  Bowlin  Outdoor  Advertising  & Travel  Centers,  Incorporated
("Borrower")  promises to pay to Norwest Bank New Mexico,  National  Association
("Lender"),  or order,  In lawful  money of the United  States of  America,  the
principal  amount of Three Million Six Hundred Fifty  Thousand & 00/100  Dollars
($3,650,000), together with Interest on the unpaid principal balance from May 1,
1998, until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index, the
Borrower  will  pay  this  loan  in 84  payments  of  $57,819.47  each  payment.
Borrower's  first payment is due May 15, 1998, and all  subsequent  payments are
due on the same day of each month after that.  Borrower's  final payment will be
due on April 15, 2005,  and will be for all principal  and all accrued  interest
not yet paid. Payments include principal and interest.  The annual interest rate
on this Note is computed on a 365/366  basis;  that is, by applying the ratio of
the annual interest rate over a year of 360 days,  multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding.  Borrower will pay Lender at Lender's  address shown above or at
such other place as Lender may designate in writing. Any regular payment will be
applied  first to billed  interest  and then to  principal,  unless  the  Lender
determines  (after an event of default or  otherwise)  that the regular  payment
will be applied in some  other  manner or unless  applicable  law  requires  the
Lender to apply the payment in some other manner.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent  Index which is the NORWEST BANK
MINNESOTA,  N.A. BASE LENDING RATE (the 'Index').  The Index is not  necessarily
the lowest rate charged by Lender on Its loans. If the Index becomes unavailable
during the term of this loan,  Lender may  designate  a  substitute  index after
notice to  Borrower.  Lender  will tell  Borrower  the  current  Index rate upon
Borrower's  request.  Borrower  understands  that Lender may make loans based on
other  rates as well.  The  Interest  rate change will not occur more often than
each QUARTER.  The Index currently is 8.500% per annum.  The Interest rate to be
applied to the unpaid principal  balance of this Note will be at a rate equal to
the Index,  resulting In an Initial rate of 8.500% per annum.  NOTICE:  Under no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed by  applicable  law.  Whenever  increases  occur in the  interest  rate,
Lender,  at its  option,  may do one of  more  of the  following:  (a)  increase
Borrower's payments to ensure Borrower's loan will pay off by its original final
maturity date, (b) increase Borrower's payments to cover accruing interest,  (c)
increase the number of Borrower's payments, and (d) continue Borrower's payments
at the same amount and increase Borrower's final payment.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are  earned  fully as of the date of the loan and will not be  subject to refund
upon early  payment  (whether  voluntary or as a result of  default),  except as
otherwise  required by law.  Except for the foregoing,  Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments will not,  unless agreed to by Lender in writing,  relieve  Borrower of
Borrower's  obligation to continue to make payments under the payment  schedule.
Rather,  they will reduce the  principal  balance due and may result in Borrower
making fewer payments.

LATE  PAYMENTS.  It any payment is not received by Lender  within five  calendar
days after the payment is due as provided  in this Note (the "Due  Date'),  then
additional  interest  will accrue  beginning  on the sixth  calendar  day on the
entire unpaid principal  balance at the rate of three percent (3%) per year (the
"Additional  Interest') until all past-due payments and any Additional  Interest
are paid in full.


<PAGE>

05-01-1998                     PROMISSORY NOTE
Page 2
Loan No 9006                     (Continued)

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation,  covenant, or condition contained in the Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender.  (c)  Borrower  defaults  under any loan,  extension of credit,
security  agreement,  purchase or sales agreement,  or any other  agreement,  in
favor of any  other  creditor  or  person  that  may  materially  affect  any of
Borrower's  property  or  Borrower's  ability  to  repay  this  Note or  perform
Borrower's obligations under this Note or any of the Related Documents.  (d) Any
representation  or  statement  made or  furnished  to Lender by  Borrower  or on
Borrower's  behalf is false or misleading in any material  respect either now or
at the time made or furnished.  (e) Borrower  becomes  insolvent,  a receiver is
appointed for any part of Borrower's property,  Borrower makes an assignment for
the benefit of creditors,  or any proceeding is commenced  either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's  property on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts with Lender.
(g) any  guarantor  dies or any of the other  events  described  in this default
section  occurs  with  respect to any  guarantor  or this  Note.  (h) A material
adverse change occurs in Borrower's financial condition.

LENDER'S RIGHTS.  Upon default,  and after Lender has notified  borrower of said
Default  and if such  Default  shall not be  remedied  within 15 days after such
notification  then,  Lender may declare the entire unpaid  principal  balance on
this Note and all accrued unpaid interest  immediately due, without notice,  and
then Borrower will pay that amount. Upon default,  Including failure to pay upon
final maturity,  Lender, at its option,  may also, if permitted under applicable
law, increase the variable Interest rate on this Note to 5.000 percentage points
over the Index.  The interest rate will not exceed the maximum rate permitted by
applicable law. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower also will pay Lender that amount. This includes,
subject  to any  limits  under  applicable  law,  Lender's  attorneys'  fees and
Lender's legal expenses whether or not there is a lawsuit,  including attorneys'
fees and legal expenses for bankruptcy  proceedings (including efforts to modify
or vacate  any  automatic  stay or  injunction),  appeals,  and any  anticipated
post-judgment collection services. If not prohibited by applicable law, Borrower
also will pay any court  costs,  in addition to all other sums  provided by law.
This Note has been  delivered  to Lender and  accepted by Lender in the State of
New Mexico.  If there is a lawsuit,  Borrower  agrees upon  Lender's  request to
submit to the jurisdiction of the courts of Bernalillo  County, the State of New
Mexico. This Note shall be governed by and construed in accordance with the laws
of the State of New Mexico.

RIGHT OF SETOFF.  Borrower  grants to Lender a contractual  possessory  security
interest in, and hereby assigns,  conveys,  delivers,  pledges, and transfers to
Lender all Borrower's right,  title and interest in and to, Borrower's  accounts
with  Lender  (whether  checking,  savings,  or some other  account),  including
without  limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future,  excluding  however all IRA,  Keogh,  and trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

FINANCIAL  STATEMENTS.  Borrower agrees to provide to Lender, upon request,  any
financial statements or information Lender may deem necessary. Borrower warrants
that all financial  statements and information Borrower provide to Lender are or
will be accurate, correct and complete.

ARBITRATION. Lender and Borrower agree that, except for "Core Proceedings' under
the United  States  Bankruptcy  Code,  all  disputes,  claims and  controversies
between them, whether individual,  joint, or class In nature,  arising from this
Note or otherwise,  including,  without limitation,  contract and tort disputes,
shall be arbitrated pursuant to the Commercial Arbitration rules of the American
Arbitration  Association  (the "AAA'),  upon request of either party.  No act to
take or dispose of any collateral  securing this Note shall  constitute a waiver
of this arbitration  agreement or be prohibited by this  arbitration  agreement.
This includes,  without limitation,  obtaining  injunctive relief or a temporary
restraining order; invoking a power of sale under any deed of trust or mortgage;
obtaining a writ of attachment or  imposition of a receiver;  or exercising  any
rights  relating to personal  property,  including  taking or  disposing of such
property with or without  judicial  process pursuant to Article 9 of the uniform
Commercial Code.

Any   disputes,   claims  or   controversies   concerning   the   lawfulness  or
reasonableness  of any act, or exercise of any right,  concerning any collateral
securing this Note,  Including any claim to rescind,  reform or otherwise modify

<PAGE>

05-01-1998                     PROMISSORY NOTE
Page 3
Loan No 9006                     (Continued)

any  agreement  relating to the  collateral  securing  this Note.  shall also be
arbitrated,  provided  however  that no  arbitrator  shall have the right or the
power to  enjoin  or  restrain  any act of any  party.  Judgment  upon any award
rendered by any arbitrator may be entered in any court having jurisdiction.

Nothing in this Note shall preclude any party from seeking equitable relief from
a court of competent jurisdiction. The statute of limitations, estoppel, waiver,
laches and similar  doctrines  which would  otherwise be applicable in an action
brought by a party shall be applicable in any  arbitration  proceeding,  and the
commencement of an arbitration proceeding shall be deemed the commencement of an
action  for these  purposes.  The  Federal  Arbitration  Act shall  apply to the
construction, interpretation and enforcement of this arbitration provision.

Any arbitration  hereunder shall be conducted before one arbitrator who shall be
an attorney  who has  practiced in the area of  commercial  law for at least ten
(10) years or a retired judge at the District Court or an appellate court level.
The parties to the dispute or their representatives shall obtain from AAA a list
of persons meeting the criteria  outlined above and the parties shall select the
person in the manner established by the AAA.

In any arbitration hereunder: (1) the arbitrator shall decide (by documents only
or with a hearing, at the arbitrator's discretion) any pre-hearing motions which
are substantially similar to pre-hearing motions to dismiss for failure to state
a claim or motions for summary  adjudication;  (2) discovery shall be permitted,
but shall be limited as  provided  in the New Mexico  Rules of Civil  Procedure,
with all discovery to be completed no later than 20 days before the hearing date
and within 180 days of the  commencement  of  arbitration  proceedings;  and any
requests for an extension of the discovery  periods,  or any discovery  disputes
shall  be  subject  to  final  determination  by the  arbitrator;  and  (3)  the
arbitrator  shall award  costs and  expenses of the  arbitration  proceeding  in
accordance with the Lender's Rights provisions of this Note.

BUSINESS  LOAN  AGREEMENT.  This Note is subject to that certain  Business  Loan
Agreement  dated  05-01-98  and  any  renewals,   replacements,   extensions  or
amendments thereof.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party who signs this Note, whether as maker,  guarantor,  accommodation maker or
endorser,  shall be released from liability.  All such parties agree that Lender
may renew or  extend  (repeatedly  and for any  length of time)  this  loan,  or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral;  and take any other action
deemed necessary by Lender without the consent of or notice to anyone.  All such
parties  also agree that Lender may modify  this loan  without the consent of or
notice to anyone other than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE  INTEREST RATE PROVISION.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.



BORROWER:

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS, INCORPORATED

By: /s/  MICHAEL L. BOWLIN
   ----------------------------
   Michael L. Bowlin, President