PURCHASE AGREEMENT                       12/05/97

THIS  AGREEMENT  is hereby made this 9th day of December,  1997,  by and between
Sweezy  Outdoor  Advertising,   Inc.,  a  Texas  corporation  ("Sweezy"  or  the
"Company"),  Richard  Sweezy,  individually,  the  sole  shareholder  of  Sweezy
("Shareholder"), and Bowlin Outdoor Advertising & Travel Centers Incorporated, a
Nevada corporation ("Bowlin").

                              Purpose of Agreement

Bowlin  desires  to  purchase  and  Sweezy  desires  to sell  all  tangible  and
intangible  assets that  comprise  that  portion of Sweezy's  business  known as
"Sweezy Outdoor Advertising,  Inc." 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  $1,655,000  paid in the  following
     manner:

          (a)  $945,000  cash  at  closing   ($766,575.12   to  Sweezy   Outdoor
               Advertising,  Inc.;  $73,249.29 to Heights State Bank for release
               of liens;  $27,292.74  to Union  State Bank for release of liens;
               $77,882.85 to National Bank for release of liens).

          (b)  $300,000  held in escrow by Bowlin until such time that Sweezy is
               able to convey and deliver clear,  unencumbered title to all sign
               structures  shown in Exhibit A-2 "List of Assets" and land leases
               with respect  thereto,  acceptable to Bowlin,  as set forth under
               "Purchase Price Escrow" below;

          (c)  $400,000  paid  as   consideration   for  the   "Non-Competition"
               agreement for Richard  Sweezy  specified in this  agreement,  and
               attached hereto as Exhibit C-1 "Non-Competition Agreements";

          (d)  $5,000 paid as consideration for the "Non-Competition"  agreement
               for Tandy Sweezy specified in this agreement,  and $5,000 paid as
               consideration  for the  "Non-Competition"  agreement  for  Damian
               Sisko  and  attached  as  Exhibits  C-2  and  C-3,  respectively,
               "Non-Competition Agreements."

     In  addition,  Bowlin will pay to Sweezy at closing an amount  equal to the
amount of  current  accounts  receivable  of Sweezy  in  consideration  for such
accounts  receivable,  provided that Sweezy  guarantees  the  collection of such
accounts receivable within ninety (90) days of closing.  Sweezy hereby agrees to
make immediate cash payment to Bowlin,  upon Bowlin's request,  of the amount of

/s/ RS CCB
----------
Initials                               
                                       1
<PAGE>

any such account  receivable  not collected  within ninety (90) days of closing.
Notwithstanding  the foregoing,  in calculating  the amount to be paid by Bowlin
for the accounts  receivable at closing,  such amount shall be credited with and
reduced by the amount of any  prepaid  revenues of the Company as of the date of
closing  (except  for that  certain  prepayment  in the amount of  approximately
$10,000 for the so-called "sign-for-a-day" sign located at North side of Highway
190 at National Bank,  Killeen,  Texas);  and reduced by Bowlin's prorated share
(prorated by day as of Closing date) of December  revenues  billed in advance by
Sweezy.  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 December 9, 1997.
     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  Sweezy's  assets  are  true,  that  the  financial
     condition,  books,  and accounts of Sweezy are sound, and that the value of
     the assets being transferred is not less than the purchase price.

Purchase Price Escrow

     Bowlin shall hold a portion of the purchase price in the amount of $300,000
     ("Escrow  Amount")  in escrow  for a period of ninety  (90) days  following
     closing pursuant to the following terms and conditions:

     (a)  The Escrow  Amount  shall be held by Bowlin  with  respect to all sign
          structure  assets of Sweezy which Sweezy did not transfer to Bowlin at
          closing  because Sweezy did not have good and  marketable  title to or
          was unable to provide a land  lease or  assignment  of land lease with
          respect thereto in form and substance acceptable to Bowlin at the date
          of closing.  A list of such sign structure  assets is set forth in the
          attached Exhibit A-2 "List of Assets Not Transferred at Closing." From
          time to time during such ninety (90) day period, a prorated portion of
          the Escrow Amount (given six (6) sign structure  assets,  the prorated
          portion for each such asset will equal $50,000) will be paid by Bowlin
          to Sweezy in exchange  for  transfer of good and  marketable  title to
          each  such  sign  structure  pursuant  to  documentation  in form  and
          substance   acceptable  to  Bowlin  together  with  a  land  lease  or
          assignment  of land lease with respect to each such sign  structure in
          form and substance  acceptable to Bowlin,  all acceptable to Bowlin in
          its sole and  absolute  discretion.  With  respect  to sign  structure
          assets  which  Sweezy is unable to so transfer  and deliver good title

/s/ RS CCB
----------
Initials                               
                                       2
<PAGE>

          and an acceptable lease from time to time during or at the end of such
          ninety (90) day period, Bowlin, at its option, may retain the prorated
          portion of the Escrow  Amount with  respect to such assets and exclude
          such assets from the purchase or may assume -- Sweezy's  position with
          respect to one or more of such  assets  pursuant to  documentation  in
          form and substance  acceptable to Bowlin and pay the prorated  portion
          of the Escrow  Amount to Sweezy with  respect  thereto.  For  purposes
          hereof,   the  prorated   portion  will  be   calculated  as  Sweezy's
          transferable  ownership  percentage  times  $50,000 for each  location
          involved (for example,  if Sweezy's  ownership  percentage is 50% then
          Bowlin would make a payment to Sweezy of $25,000 (50% of $50,000); and

     (b)  In addition to the  foregoing,  the Escrow  Amount shall be subject to
          any claim for indemnification made by Bowlin in good faith pursuant to
          the terms of the indemnification provisions of this Agreement.

Transfer of Assets

     At  closing,   Sweezy  shall   transfer  to  Bowlin,   free  of  all  debt,
     encumbrances,  and liens, all tangible and intangible assets (the "Assets")
     that comprise  that portion of Sweezy's  business  known as Sweezy  Outdoor
     Advertising,  Inc.,  including  but not limited to all items  listed on the
     attached Exhibit A, "List of Sign Structure  Assets" (except for those sign
     structure  assets set forth on the  attached  Exhibit A-2 which Sweezy will
     exercise its reasonable best efforts to transfer and deliver within 90 days
     of Closing) and Exhibit A-1 "List of Other Assets", and incorporated herein
     by reference,  as well as all outdoor  advertising sign  structures,  lease
     agreements and leasehold rights, licenses,  advertising contracts, accounts
     receivable,  outdoor advertising  permits and licenses,  any and all poster
     displays  and  equipment,   all  shop  and  field  equipment  used  in  the
     promulgation and maintenance of business,  all office equipment used in the
     operation of Sweezy's business, all tradenames (including all rights to the
     names "Sweezy,"  "Sweezy Outdoor  Advertising,  Inc." and variants of those
     names, provided, however, that Shareholder shall continue to have the right
     to the use of his name, Richard Sweezy, individually), trademarks, patents,
     copyrights,   trade  secrets,  proprietary  information,  and  intellectual
     property rights.

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 Sweezy or  Shareholder  or any other debts,
     liabilities or obligations related to the conduct of Sweezy's business.

/s/ RS CCB
----------
Initials                               
                                       3
<PAGE>


Documents to be Executed

     Sweezy agrees to execute any and all bills of sale, assignments, transfers,
     permits and any other  documents  deemed  necessary by Bowlin to effectuate
     the  transfer  of  assets  described  herein,  and  to  provide  reasonable
     assistance to Bowlin in transferring  permits required for Bowlin's use and
     enjoyment of the assets and properties  transferred by this Agreement,  all
     in form and  substance  reasonably  acceptable  to  Bowlin.  In  accordance
     herewith,  Bowlin and Sweezy agree to enter into, without  limitation,  the
     following agreements:

     a.   A bill of sale  transferring to Bowlin title to the Assets as provided
          herein, in form and substance acceptable to Bowlin;

     b.   A one (1) year employment  agreement for Richard Sweezy, and a one (1)
          year  employment  agreement for Damian Sisko (See  attached  Exhibit B
          "Employment Agreements").

     c.   A ten (10) year  non-competition  agreement for Richard Sweezy,  a one
          (1) year  non-competition  agreement for Damian  Sisko,  and a one (1)
          year non-competition  agreement for Tandy Sweezy (See attached Exhibit
          C-1, C-2 and C-3 "Non-Competition Agreements").

     d.   A 3 year  lease  agreement  pertinent  to the  building  and  premises
          currently  occupied  and used by  Sweezy  for the  operation  of their
          outdoor  advertising  business  (See  attached  Exhibit  D  "Lease  of
          Building and Land").

     e.   Land lease  agreements  acceptable  to Bowlin  pertinent to sign sites
          located on property owned by Sweezy and/or  Richard Sweezy  personally
          (See Attached Exhibit E "Land Lease Agreement").

     f.   Assignments of land lease  agreements  pertinent to sign sites located
          on property owned by third parties (See attached Exhibit F "Assignment
          of Land Lease Agreement").

     g.   Letter from Sweezy to the Texas Department of Transportation notifying
          the Texas D.O.T. of the transfer of all Texas D.O.T. permits of Sweezy
          to Bowlin, in the form of Exhibit G hereto.


/s/ RS CCB
----------
Initials                               
                                       4
<PAGE>


Representations and Warranties

     Sweezy  and  Shareholder  represent  and  warrant  to Bowlin as of the date
     hereof  and on  the  closing  date  as  follows  (all  representations  and
     warranties being joint and several):

     (a)  Authority.  Sweezy  has the legal  authority  to sell,  transfer,  and
          deliver to Bowlin the tangible and  intangible  assets of the business
          known as "Sweezy Outdoor Advertising, Inc."

     (b)  Title. Sweezy has good and marketable 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.
          Sweezy and Shareholder have good and marketable  title,  respectively,
          to all  real  property  to be  leased  to  Bowlin  under a land  lease
          pursuant to this agreement,  subject to no mortgage, lien, encumbrance
          or change which would  interfere with Bowlin's  rights under such land
          lease.

     (c)  Insurance.  Sweezy has  delivered  to Bowlin a list,  complete  in all
          material  respects as of the date of this agreement,  of all insurance
          policies  carried by Sweezy relating to the assets  transferred  under
          this  Agreement.  Sweezy  carries  insurance,  which it believes to be
          adequate in character and amount,  with reputable  insurers in respect
          of its properties,  assets,  and business and such insurance  policies
          are still in full  force and  effect,  and shall be in effect  without
          interruption until closing has occurred.

     (d)  Violations,  Suits,  Claims,  etc. Except for that certain  litigation
          matter  described on Exhibit H hereto,  Sweezy 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 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
          Sweezy  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.  Sweezy has filed all requisite federal,  state and other
          tax returns due for all fiscal  periods ended on or before the date of

/s/ RS CCB
----------
Initials                               
                                       5
<PAGE>

          this agreement.  There are no claims against Sweezy for federal, state
          or other taxes for any period or periods to and  including the date of
          this  agreement,  the  amounts  shown as  provisions  for taxes on the
          financial  statements  of  Sweezy  as of the  date of  this  agreement
          delivered to Bowlin are sufficient for the payment of all taxes of all
          kinds for all fiscal periods ended on or before that date.

     (f)  Sole  Shareholder.  Shareholder  is the sole  owner of all  issued and
          outstanding capital stock of the Company,  and no other person has any
          right to acquire shares of capital stock of the Company.

     (g)  Organization,  Good Standing,  Power, etc. Sweezy (a) is a corporation
          duly organized,  validly  existing and in good standing under the laws
          of the State of Texas;  and (b) has the requisite  power and authority
          to own,  lease and operate its properties and to carry on its business
          as currently conducted.

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

     (i)  Effect of Agreement.  The execution,  delivery and performance of this
          Agreement  by  Sweezy  and  Shareholder  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.

     (j)  Permits,  Licenses,  Compliance with Applicable Laws and Court Orders.
          Company  has all  requisite  corporate  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

/s/ RS CCB
----------
Initials                               
                                       6
<PAGE>

          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.

     A true and  correct  copy of the  financial  statements  of  Company  as of
     December 31, 1995,  and the financial  statements of Company as of December
     31, 1996,  including the related  statement of  operations  for each of the
     years then ended,  have been delivered to Bowlin.  The foregoing  financial
     statements were prepared on a consistent basis with prior years or periods,
     and such  statements  fairly present the financial  position and results of
     operations of Company as of said dates and for the periods  indicated.  The
     financial  statements  of Company  for the year ended  December  31,  1996,
     referred to above, are referred to herein as the "Financial Statements".

     Except to the extent reflected or reserved  against or otherwise  disclosed
     in the  Financial  Statements,  as of  December  31,  1996,  Company had no
     liabilities, debts or obligations of any nature, whether absolute, accrued,
     contingent  or  otherwise,  or whether due or to become due with respect to
     which Bowlin would become liable therefor. Subsequent to December 31, 1996,
     Company has not incurred any liabilities,  debts or obligations  other than
     in the  ordinary  course of business  with  respect to which  Bowlin  would
     become liable therefor,  and Company has properly  recorded in its books of
     account all items of income and expense  and all other  proper  charges and
     accruals  required  to be  made.  Since  December  31,  1996,  no  debts or
     liabilities  of or to Company have been  forgiven,  settled or  compromised
     except for adequate consideration (as reasonably determined by the Company)
     or except in the ordinary course of business.

     (m)  Agreements, Plans, Arrangements, etc. Except as set forth in Exhibit A
          or A-1 hereto, 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);

/s/ RS CCB
----------
Initials                               
                                       7
<PAGE>


          (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)  agreements with advertisers for lease of sign structures;

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

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

     (o)  Status of Real Property.  Neither Company nor Shareholder has 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
          Shareholder'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 Shareholder'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

/s/ RS CCB
----------
Initials                               
                                       8
<PAGE>

          Property.

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

     (q)  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.

Covenants

     Between the date of this agreement and the closing date:

     (a)  Sweezy's officers will cause Sweezy 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)  Keep in full force and effect present insurance policies or other
               comparable insurance coverage; and

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

     (b)  Sweezy's  officers  will not permit  Sweezy  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;

          (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

/s/ RS CCB
----------
Initials                               
                                       9
<PAGE>


          (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

     To induce  Bowlin to enter into this  agreement,  and in  consideration  of
     payment of the final $400,000 of the purchase price,  which will be held by
     Bowlin in a separate  escrow  account  to be held by a mutually  acceptable
     escrow agent, and paid to Richard Sweezy,  unless he is in violation of the
     terms of his  non-compete  agreement  set forth  herein and in Exhibit  C-1
     hereto,  in equal  increments of $40,000 each  beginning on January 2, 1998
     and on January 2nd of each year,  thereafter  until paid,  in an  aggregate
     dollar  amount of  $400,000.  There  shall be a  separate  Escrow  Document
     governing  activity  of the  Escrow  account  and  this  document  shall be
     completed  in a  mutually  acceptable  manner  within  15 days of  Closing.
     Richard Sweezy covenants that, for a period of ten (10) years from the date
     of  closing,  he will not,  within a radius of one  hundred  (100) miles of
     Killeen,  Texas, as principal,  agent, trustee or through the agency of any
     corporation,  partnership,  association  or agent or agency,  engage in any
     business in competition with Bowlin or any of its businesses, and shall not
     be the  owner  of more  than 1% of the  outstanding  capital  stock  of any
     corporation (other than Bowlin or a corporation affiliated with Bowlin,) or
     a member or  employee  of any  partnership,  or an owner or employee of any
     other business in competition with Bowlin or any of its businesses,  unless
     specific  exception  is granted  in the  non-competition  agreement  signed
     between  Richard  Sweezy and Bowlin.  Richard  Sweezy  further  agrees that
     Bowlin  shall  be  entitled  to an order  from a court  sitting  in  equity
     enforcing this non-competition  agreement in addition to available remedies
     at law. In the event that the provisions of this non-competition  provision
     should  ever  be  deemed  to  exceed  the  time or  geographic  limitations
     permitted by the applicable laws, then such provisions shall be reformed to
     the maximum time or  geographic  limitations  permitted  by the  applicable
     laws.

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 Sweezy and Shareholder  contained in
          this  Agreement  shall be true on and as of the Closing  Date with the

/s/ RS CCB
----------
Initials                               
                                       10
<PAGE>

          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.  Sweezy 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  Sweezy  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 Sweezy  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 Sweezy.

     (e)  Consents and  Assignments.  Sweezy 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
          Sweezy shall have obtained the consents of: any lender to Sweezy,  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 Sweezy
          and  Shareholder,  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.

Indemnification

     Sweezy and Shareholder,  jointly and severally,  will defend, indemnify and
     hold  harmless  Bowlin  and any  person  claiming  by or  through it or its

/s/ RS CCB
----------
Initials                               
                                       11
<PAGE>

     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 (i) any  breach of any of the
     representations and warranties of Sweezy or Shareholder, (ii) any breach of
     any covenant or agreement made by Sweezy or Shareholder in this  Agreement,
     (iii) any liability, debt or obligation of Sweezy or lien or encumbrance on
     the Assets or (iv) any claim  arising out of the use,  sale or operation of
     the Assets by Sweezy or Shareholder and/or the operation of the business of
     Sweezy or Shareholder prior to the Closing. All indemnification obligations
     herein shall survive the 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 Sweezy 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 Sweezy.


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 Sweezy or Shareholder made herein including,
     but not limited to, all costs of litigation incurred,  including reasonable
     attorney's fees.

Arbitration

     In the event of any dispute  arising  from this  agreement,  New Mexico law
     shall apply.  Any claims or  controversy  between Sweezy or its officers or
     shareholders,  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  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.


/s/ RS CCB
----------
Initials                               
                                       12
<PAGE>


Miscellaneous

     (a)  Confidentiality.  Except as required by applicable  law or regulation,
          the parties  hereto  hereby agree to maintain the  confidentiality  of
          confidential business information of Sweezy with respect to the assets
          and business being purchased hereunder.

     (b)  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.

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

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

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

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

          if to Sweezy or Shareholder to:

          Richard Sweezy
          109 South Main Street
          Nolanville, Texas 76559


/s/ RS CCB
----------
Initials                               
                                       13
<PAGE>


          if to Bowlin to:

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


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

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

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


/s/ RS CCB
----------
Initials                               
                                       14
<PAGE>


AGREED and ACCEPTED:

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED


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



SWEEZY OUTDOOR ADVERTISING, INC.


By:
------------------------------------
Richard Sweezy, President


By:
------------------------------------
Richard Sweezy, Individually



/s/ RS CCB
----------
Initials                               
                                       15
<PAGE>


                         Acknowledgment for Corporations

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF _____________        )

     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
December,  1997,  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 Corporations

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF ____________         )

     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
December,  1997, by Richard  Sweezy,  President of Sweezy  Outdoor  Advertising,
Inc., a Texas Corporation, on behalf of the corporation.

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

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


                          Acknowledgment for Individual

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF ___________          )

     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
December, 1997, by Richard Sweezy, Individually.
                                                 
                        --------------------------------
                                  Notary Public
My commission expires:

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


/s/ RS CCB
----------
Initials                               
                                       16