PURCHASE AGREEMENT

THIS  AGREEMENT  is hereby  made this,  January 4, 1999 by and  between  Big Tex
Advertising,  Inc., a Texas corporation ("Big Tex" or the "Company"or "SELLER"),
Lawrence J. Link, individually, and John Roy Terrell, individually, shareholders
of Big Tex  ("Shareholder"),  and Bowlin  Outdoor  Advertising & Travel  Centers
Incorporated, a Nevada corporation ("BOWLIN").

Purpose of Agreement

Bowlin  desires to purchase  and Big Tex desires to sell  certain  tangible  and
intangible  assets that comprise a portion of Big Tex's  business  known as "Big
Tex 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 One Million Five Hundred Thousand and No/100 Dollars
($1,500,000.00).

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,
     paper,  vinyls or other items, as specified in attached in Exhibit B, C, D,
     E, and F and incorporated for all purposes herein; and

     (b) an amount equal to the amount of prepaid  leases and permits  effective
     after January 4, 1999 paid by Big Tex on December 31, 1998 in the amount of
     $2,340.00.

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 January 4, 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  Big  Tex's  assets  are  true;  that the  financial
     condition,  books, and accounts of Big Tex 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.

                                       1
<PAGE>



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.

Instruments of Transfer

     (a)  Big Tex and Shareholder's  Deliveries.  At the closing,  Big Tex 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 Lawrence J. Link,
               John Roy Terrell and Morris Duree.  (See attached  Exhibit G1, G2
               and G3);

          iii. Letter(s) from Big Tex 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 E;

          iv.  Assignment  of land  lease  agreements  pertinent  to sign  sites
               located on property owned by third parties (See attached  Exhibit
               F);

          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 Buyer good title
               to the Assets.

          vi.  A  Corporate   resolution  signed  by  Big  Tex  and  Shareholder
               authorizing  Lawrence J. Link to act on behalf of the corporation
               and sell assets thereof.


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

          i.   A wire transfer for the purchase price as specified herein;

          ii.  Checks  in an amount  sufficient  to pay the net  amount  due for
               items listed in Exhibit B, C, D, E F and H and in Purchase  Price
               (b) listed above;

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




                                       2
<PAGE>



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

Representations and Warranties

     Big Tex 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.  Big Tex has the legal  authority  to sell,  transfer,  and
          deliver to Bowlin the tangible and  intangible  assets of the business
          known as "Big Tex Advertising Inc."

     (b)  Title. Big Tex 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.

     (c)  Insurance. Big Tex 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. Big Tex 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 Big Tex
          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.


                                       3
<PAGE>


     (e)  Tax Returns. Big Tex has filed 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 Big Tex 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 Big Tex 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.  Shareholders are the sole owners 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. Big Tex (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. Big Tex 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  Big  Tex  and
          constitutes  the  valid  and  binding  obligations  of Big Tex,  fully
          enforceable in accordance with their terms.

     (i)  Effect of Agreement.  The execution,  delivery and performance of this
          Agreement  by Big Tex 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  power  and  authority,  and all  permits,
          licenses and approvals of governmental and administrative authorities,
          to own,  lease and operate its properties and to carry on its business
          as presently  conducted;  all such  permits,  licenses  and  approvals
          material to the  conduct of the  business of Company are in full force
          and effect.  Company's  conduct of its  business  does not  materially
          violate  or  infringe  any  applicable  law,  statute,   ordinance  or
          regulation.  Company  is  not in  default  in any  respect  under  any
          executive,  legislative,  judicial, administrative or private (such as
          arbitration) ruling, order, writ, injunction or decree.

     (k)  Financial  Information.  All  financial  information  relating  to the
          Assets or the  business  and  provided  to Bowlin by Big Tex 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 Big Tex and the business  relating
          to the Assets as of the date of such information.

     (l)  Absence of Undisclosed  Liabilities.  Big Tex 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
          Big Tex.

     (m)  Agreements, Plans, Arrangements, etc. Except as set forth in Exhibit A
          hereto, Company is not a party to, nor is Company or any of the Assets
          bound or affected by, any oral or written:


                                       4
<PAGE>


          (1)  lease agreement (whether as lessor or lessee) relating to real or
               personal property;

          (2)  license  agreement,  assignment  or other  contract  (whether  as
               licensor  or  licensee,   assignor  or   assignee)   relating  to
               trademarks,  trade names,  patents,  copyrights (or  applications
               therefor);

          (3)  agreement   with  any  business   broker  with  respect  to  this
               transaction;

          (4)  agreement  with any supplier,  distributor,  franchisor,  dealer,
               sales agent or representative;

          (5)  joint venture or partnership agreement with any other person;

          (6)  agreement  with any bank,  factor,  finance  company  or  similar
               organization  regarding the  financing of accounts  receivable or
               other extensions of credit;

          (7)  agreement granting any lien, security interest or mortgage on any
               Asset  or  other   property   of  Company,   including,   without
               limitation,   any  factoring  agreement  for  the  assignment  of
               accounts receivable;

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

          (9)  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.


                                       5
<PAGE>


     (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.


Bowlin  represents and warrants to Big Tex 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.


                                       6
<PAGE>


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

Covenants

     Between the date of this agreement and the closing date:

     (a)  Big Tex's officers will cause Big Tex 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)  Big Tex's  officers  will not permit Big Tex 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

          (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,  Lawrence J. Link and
     John Roy  Terrell  will  execute  and  deliver to Bowlin a  Non-Competition
     Agreement  in the form and on the terms as set forth in Exhibit  G1, G2 and
     G3 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 Big Tex 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.

     (b)  Performance  of Covenants.  Big Tex 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  Big Tex 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 Big Tex 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 Big Tex.


                                       7
<PAGE>


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

Indemnification

(a)  Indemnification  of  Bowlin  by  Big  Tex  and  Shareholder.  Big  Tex  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;

         (i)   any  breach  of any  covenant  or  agreement  made  by Big Tex or
               Shareholder  in this  Agreement;

         (ii)  any  liability,  debt  or  obligation  of  Big  Tex  or  lien  or
               encumbrance on the Assets or

         (iii) any  claim  arising  out of the  use,  sale or  operation  of the
               Assets by Big Tex or  Shareholder  and/or  the  operation  of the
               business  of Big Tex or  Shareholder  prior to the  Closing.


(b)  Indemnification  of Big Tex and  Shareholder  by Bowlin.  Bowlin  agrees to
     indemnify and hold harmless Big Tex 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 Big Tex 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.


                                       8
<PAGE>


     (c) IF THE EVENT GIVING RISE TO SUCH INDEMNIFICATION  OBLIGATION ARISES OUT
         OF THE JOINT OR CONCURRENT  NEGLIGENCE OF THE PERSON TO BE  INDEMNIFIED
         AND THE  INDEMNIFYING  PARTY,  THE  PERSON TO BE  INDEMNIFIED  SHALL BE
         INDEMNIFIED TO THE EXTENT THAT THE INDEMNITOR'S  NEGLIGENCE CAUSED SUCH
         EVENT.  IT IS THE INTENT OF THE PARTIES THAT BUYER SHALL BE ENTITLED TO
         COMPARATIVE INDEMNIFICATION.

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 Big Tex 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 Big Tex.

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

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.


                                       9
<PAGE>


     (c)  The Parties  agree that Texas has a substantial  relationship  to this
          transaction,  and that this  Agreement is  performable in Hood 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 Hood 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 Big Tex or Shareholder to:
          Lawrence J. Link
          PO   Box 5101
          Granbury, Texas 76049


          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


                                       10
<PAGE>


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.

AGREED and ACCEPTED:

BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED


By:_/s/ C. C.Bess
     C. C. Bess, Executive Vice President


BIG TEX ADVERTISING


By: /s/ Lawrence J. Link
     Lawrence J. Link
     President

By: /s/ Lawrence J. Link
     Lawrence J. Link, Individually

By: /s/ John Roy Terrell
     John Roy Terrell
     Vice President

By: /s/ John Roy Terrell
     John Roy Terrell, Individually


                                       11
<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:

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

                         

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF ___________          )



The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
__________________,   199__  by  Lawrence  J.  Link,   President   of  Bidg  Tex
Advertising, Inc., a Texas 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  John  Roy  Terrell,  Vice  President  of Big  Tex
Advertising, Inc. a Texas Corporation, on behalf of the corporation..


                        --------------------------------
                                  Notary Public

My commission expires:

----------------------
                                       12
<PAGE>

Acknowledgment for Individuals


STATE OF TEXAS                )
                              )ss.
COUNTY OF ____________        )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
________________, 199__ by Lawrence J. Link, Individually.


                         --------------------------------
                                 Notary Public

My commission expires:

_______________________


STATE OF TEXAS                )
                              )ss.
COUNTY OF _____________

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
_________________, 199__ by John Roy Terrell, Individually.


                        --------------------------------
                                 Notary Public

My commission expires:

________________________