ASSET PURCHASE AGREEMENT

THIS AGREEMENT is hereby made this,  April 30, 1998 by and between Edgar Outdoor
Advertising  Co., a Texas  corporation  ("Edgar" or the  "Company"),  Michael T.
Edgar, individually, the sole shareholder of Edgar Outdoor ("Shareholder"),  and
Bowlin Outdoor Advertising & Travel Centers  Incorporated,  a Nevada corporation
("Bowlin").

                              Purpose of Agreement

Bowlin  desires to  purchase  and Edgar  desires to sell  certain  tangible  and
intangible  assets that comprise a certain portion of Edgar's  business known as
"Edgar Outdoor Advertising Co." 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 $900,000 paid at closing.

In addition to the amount specified above, Bowlin will pay to Edgar 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 May 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 Edgar's
assets are true; that the financial condition,  books, and accounts of Edgar 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 Michael T. Edgar shall take place on May 1,
1998.
                                       
                                       1
<PAGE>


Transfer of Assets

At closing, Edgar 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 Edgar all of the Assets listed in Exhibit A attached hereto and
incorporated for all purposes herein.

In  addition  to the Assets  listed in  Exhibit  A,  Edgar will sell,  transfer,
assign,  convey and  deliver to Bowlin  the right to use the names  "Edgar"  and
"Edgar Outdoor  Advertising Co." and variants of those names for a period of six
months or longer if  circumstances  require for  Bowlin's to have time to change
identifications on the signs acquired.

Instruments of Transfer

     (a)  Edgar  and  Shareholder's  Deliveries.  At the  closing,  Edgar  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 ten (10) year  non-competition  agreement  for Michael T. Edgar
               (See attached Exhibit B);
          iii. Letter(s) from Edgar and  Shareholder to the Texas  Department of
               Transportation  regarding  transfer  of  the  applicable  outdoor
               advertising  permits  from  Shareholder  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.   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.
          vi.  A   Corporate   resolution   signed  by  Edgar  and   Shareholder
               authorizing  Michael T. Edgar to act on behalf of the corporation
               and sell assets thereof.

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

          i.   A wire  transfer 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, and
          iii. A check payable to the Texas Highway  Beautification  Fund in the
               amount  of  $1075.00   for  the   transfer  of  Edgar's   outdoor
               advertising permits (see attached Exhibit F).

                                       2
<PAGE>


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

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

Representations and Warranties

     Edgar 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.  Edgar  has the  legal  authority  to sell,  transfer,  and
          deliver to Bowlin the tangible and  intangible  assets of the business
          known as "Edgar Outdoor Advertising Co."

     (b)  Title. Edgar 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)  Omitted


     (d)  Violations,  Suits, Claims, etc. Edgar 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 Edgar'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 Edgar 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 for signs #110-#111-#128.

                                       3
<PAGE>

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

     (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. Edgar (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.  Edgar 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  Edgar  and
          constitutes  the  valid  and  binding   obligations  of  Edgar,  fully
          enforceable in accordance with their terms.

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

                                       4
<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.  EXCEPT AS
          LISTED:  City of  Gainesville  permits for #110 and #111 have not been
          paid for 1997 and have not been invoiced for 1998. No state permit was
          required  when  these  signs  were  built.  The  following  signs were
          acquired  from other  companies and no city permits were required when
          the signs were  built,  but may now be required  for new signs.  These
          signs      are      as       follows:       City      of       Athens:
          #301-#302-#303-#304-#306-#307-#308-#309-#311-#313,   Ennis  #122-#123,
          Rice -#124, and Corsicana -#125-#126-#127.

     (k)  Financial  Information.  All  financial  information  relating  to the
          Assets or the  business  and  provided  to  Bowlin by Edgar  have been
          prepared  from the books and  records  of  seller in  accordance  with
          generally  accepted  accounting  principles  and fairly and accurately
          present the financial  condition of Edgar and the business relating to
          the Assets as of the date of such information.

     (l)  Absence of Undisclosed  Liabilities.  Edgar has no  liabilities  other
          than those that are expressly  disclosed in the financial  information
          provided  to  Bowlin.  Between  the  date  of this  Agreement  and the
          Closing, there will be no material change in the financial position of
          Edgar.

     (m)  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;

                                       5
<PAGE>

          (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  except  #148  is  still  under
               construction  but will be  finished  by Edgar as soon as possible
               with all associated liabilities paid;

          (9)  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
          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,  except for the following:  Lease #110  (Gainsville -
          not paid)  -#113-#128  (Corsicana - no contact)  -#124 (Month to Month
          lease-new land owner as of April wants to renegotiate)-#144  (Palmer -
          has not paid).

                                       6
<PAGE>

Bowlin  represents  and warrants to Edgar and  Shareholder 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.

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

Covenants

     Between the date of this agreement and the closing date:

     (a)  Edgar's officers 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;

                                       7
<PAGE>


          (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)  Omitted; 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)  Edgar's  officers  will not permit  Edgar  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.

          (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,  Michael T. Edgar 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 Edgar and Shareholder  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.

                                       8
<PAGE>

     (b)  Performance of Covenants. Edgar 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  Edgar  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 Edgar 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 Edgar except for City of  Gainesville  permits for 1997 on
          signs #110-#111 that have not been paid.


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

                                       9
<PAGE>

Indemnification

     (a)  Indemnification  of  Bowlin  by  Edgar  and  Shareholder.   Edgar  and
          Shareholder,  jointly  and  severally,  agree  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 Edgar or Shareholder;

          (i)  any  breach  of  any  representation  or  warranty  of  Edgar  or
               Shareholder;
          (ii) any  breach  of any  covenant  or  agreement  made  by  Edgar  or
               Shareholder in this Agreement;
          (iii)any   liability,   debt  or   obligation  of  Edgar  or  lien  or
               encumbrance  on the Assets or (iv) any claim  arising  out of the
               use,  sale or  operation  of the  Assets by Edgar or  Shareholder
               and/or the  operation  of the  business  of Edgar or  Shareholder
               prior to the Closing.

     (b)  Indemnification  of Edgar and Shareholder by Bowlin.  Bowlin agrees to
          indemnify  and hold  harmless  Edgar and  Shareholder  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  Edgar or  Shareholder  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 Edgar 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 Edgar.

                                       10
<PAGE>

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 Edgar or Shareholder 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,  Texas law shall
     apply.  Any  claims  or  controversy  between  Edgar  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 Dallas,  TX 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.

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.

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<PAGE>

          if to Edgar or Shareholder to:

          Michael T. Edgar                                                      
          P.O. Box 92593                                                        
          Southlake, TX 76092                                                   
                                                                    
          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.

     (f)  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.

     (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.





                                       12
<PAGE>

AGREED and ACCEPTED:

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED

By: /s/ C. CHRISTOPHER BESS
    ------------------------------------
    C. C. Bess, Executive Vice President



EDGAR OUTDOOR ADVERTISING CO.

By: /s/ MICHAEL T. EDGAR
    ------------------------------------
    Michael T. Edgar, President


By: /s/ MICHAEL T. EDGAR
    ------------------------------------
    Michael T. Edgar, Individually








                                       13
<PAGE>




                         Acknowledgment for Corporations

STATE OF TEXAS                 )
                               ) 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 Corporations

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF ____________         )

     The  foregoing  instrument  was  acknowledged  before  me  this [  ] day of
[                 ], 199[ ] by  Michael T.  Edgar,  President  of Edgar  Outdoor
Advertising Co., a Texas Corporation, on behalf of the corporation.

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

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






<PAGE>



                          Acknowledgment for Individual

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF ___________          )

     The  foregoing  instrument  was  acknowledged  before  me  this [  ] day of
[                ], 199[ ] by Michael T. Edgar, Individually.

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