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                                                          PROMISSORY NOTE

------------------ -------------- -------------- ------------- ---------- -------------- --------------- -------------- ------------
     Principal     Loan Date      Maturity       Loan No.      Call       Collateral     Account         Officer        Initials
$2,500,000.00      04-01-1997     04-01-2007     50030669      090           416         53868           49MAP
------------------ -------------- -------------- ------------- ---------- -------------- --------------- -------------- ------------
    References in the shaded area are for Lender's use only and do not limit
       the applicability of this document to any particular loan or item.

Borrower:  BOWLIN OUTDOOR ADVERTISING & TRAVEL       Lender:  Norwest Bank New Mexico, National Association
                    CENTERS, INCORPORATED                              Journal Center Business Banking
           150 LOUISIANA BLVD.                                         P.O. Box 1081
           ALBUQUERQUE, NM  87108                             7412 Jefferson Blvd. NE
                                                                       Albuquerque, NM  8710

Principal Amount:  $2,500,000.00            Initial Rate:  8.500%              Date of Note:  April 1, 1997
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     PROMISE TO PAY. BOWLIN OUTDOOR  ADVERTISING & TRAVEL CENTERS,  INCORPORATED
("Borrower")  promises to pay to Norwest Bank New Mexico,  National  Association
("Lender"),  or order,  in lawful  money of the United  States of  America,  the
principal  amount  of  Two  Million  Five  Hundred  Thousand  &  00/100  Dollars
($2,500,000.00),  together  with interest on the unpaid  principal  balance from
April 1, 1997, until paid in full.

     PAYMENT.  Subject to any  payment  changes  resulting  from  changes in the
Index,  Borrower will pay this loan in 120 payments of $31,164.02  each payment.
Borrower's first payment is due May 1, 1997, and all subsequent payments are due
on the same day of each month after that.  Borrower's  final payment will be due
on April 1, 2007, and will be for all principal and all accrued interest not yet
paid. Payments include principal and interest. Interest on this Note is computed
on a 365/360  simple  interest  basis;  that is by applying  the ratio of annual
interest rate over a year of 360 days,  multiplied by the outstanding  principal
balance,  multiplied  by the  actual  number of days the  principal  balance  is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may  designate  in  writing.  Unless  otherwise  agreed or
required by applicable  law,  payments  will be applied first to accrued  unpaid
interest,  then to principal,  and any remaining amount to any unpaid collection
costs and late charges.

     VARIABLE  INTERST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an independent  index which is the NORWEST
BANK  MINNESOTA,  N.A.  BASE  LENDING  RATE  (the  "Index").  The  Index  is not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable  during the term of this loan,  Lender may  designate  a  substitute
index after notice to Borrower. Lender will tell Borrower the current Index rate
upon Borrower's request.  Borrower  understands that Lender may make loans based
on other rates as well.  The interest rate change will not occur more often than
each QUARTER . The Index currently is 8.500% per annum.  The interest rate to be
applied to the unpaid principal  balance on this Note will be at a rate equal to
the Index,  resulting in an initial rate of 8.500% per annum.  NOTICE:  Under no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed by  applicable  law.  Whenever  increases  occur in the  interest  rate,
Lender,  at its  option,  may do one or  more  of the  following:  (a)  increase
Borrower's payments to ensure Borrower's loan will pay off by its original final
maturity date, (b) increase Borrower's payments to cover accruing interest,  (d)
increase the number of Borrower's payments, and (d) continue Borrower's payments
at the same amount and increase Borrower's final payment.
                                    
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     PREPAYMENT.  Borrower  agrees that all loan fees and other prepaid  finance
charges  are earned  fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default),  except
as otherwise required by law. Except for the foregoing, Borrower may pay without
penalty  all or a portion  of the  amount  owed  earlier  than it is due.  Early
payments will not,  unless agreed to by Lender in writing,  relieve  Borrower of
Borrower's  obligation to continue to make payments under the payment  schedule.
Rather,  they will reduce the  principal  balance due and may result in Borrower
making fewer payments.

     LATE  PAYMENTS.  If any  payment  is not  received  by Lender  within  five
calendar  days  after  the  payment  is due as  provided  in this Note (the "Due
Date"), then additional interest will accrue beginning on the sixth calendar day
on the entire  unpaid  principal  balance at the rate of three  percent (3%) per
year (the "Additional  Interest") until all past-due payments and any Additional
Interest are paid in full. All payments received more than 5 calendar days after
the Due Date will be applied first to past due interest and  principal,  then to
current interest and current principal, and then to cost of collection.

     APPLICATION  OF REGULAR  PAYMENTS.  Nothwithstanding  any provision of this
Note to the contrary,  any regularly scheduled  installment payment of principal
and interest which is received before the due date of such payment,  or which is
received  within 5 calendar  days after the due date will be applied to interest
and to principal as if such payment were received on the due date.

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

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

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

     COLLATERAL.  This Note is secured by a Commercial  Security  Agreement from
Bowlin Outdoor  Advertising & Travel  Centers,  Incorporated to Norwest Bank New
Mexico,  National  Association  dated April 1, 1997, cross  collateralized  by a
Commercial  Security  Agreement from Bowlin's  Incorporated  to Norwest Bank New
Mexico,   National   Association   dated   February  5,  1996  for  loan  number
53868-50028954,  a Deed of  Trust  from  Bowlin  Outdoor  Advertising  &  Travel
Centers,  Incorporated to Norwest Bank, New Mexico, National Association on real
property  located in COCHISE County,  State of Arizona dated April 1, 1997 and a
Mortgage from Bowlin  Outdoor  Advertising  & Travel  Centers,  Incorporated  to
Norwest Bank New Mexico,  National  Association on real property located in LUNA
County, State of New Mexico dated April 1, 1997.

     FINANCIAL  STATEMENTS.  I agree  too  provide  to you,  upon  request,  any
financial statements or information you may deem necessary.  I warranty that all
financial  statements and  information I provide to you are or will be accurate,
correct and complete.

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


04-01-1997                                                       PROMISSORY NOTE
                                     

<PAGE>
LOAN NO 50030669                                (CONTINUED)


     Any  disputes,   claims  or  controversies  concerning  the  lawfulness  or
reasonableness  of any act, or exercise of any right,  concerning any collateral
securing this Note,  including any claim to rescind,  reform or otherwise modify
any  agreement  relating to the  collateral  securing  this Note,  shall also be
arbitrated,  provided  however  that no  arbitrator  shall have the right or the
power to  enjoin  or  restrain  any act of any  party.  Judgment  upon any award
rendered by any arbitrator may be entered in any court having jurisdiction.

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

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

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

     BUSINESS LOAN AGREEMENT. This note is subject to that certain Business Loan
Agreement  dated April 1, 1997 and any  replacements,  amendments  or extensions
thereof.

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

     BORROWER; BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS, INCORPORATED

By: /s/ Michael L. Bowlin
    ---------------------------------------------
        MICHAEL L. BOWLIN, CHAIRMAN AND PRESIDENT


Variable  Rate,  Installment  LASER  PRO,  Reg.  U.S.  Pat.&  T.M.Off.,   
Ver.  3.222b(C)  1997  CFI  ProServices,   Inc.  All  rights
reserved. [NM-D20F3.22Abowl0326.lnc8.ovl]