PURCHASE AGREEMENT                         1/6/98

THIS  AGREEMENT  is hereby  made this,  January 6, 1998 by and  between  Big Tex
Outdoor  Advertising,  Inc., a Texas  corporation  ("Big Tex" or the "Company"),
Lawrence J. Link, individually, the sole shareholder 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  all  tangible  and
intangible assets that comprise that portion of Big Tex's business known as "Big
Tex 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  $1,500,000  paid in the  following
     manner:

          (a)  1,400,000 cash at closing

          (b)  $10,000  per year for the  duration  of ten  (10)  years  paid as
               consideration for the "Non-Competition Agreement" for Lawrence J.
               Link  specified in this  agreement  and attached as Exhibit B and
               incorporated for all purposes herein.  Annual distributions shall
               be made  beginning  February 1, 1999 and thereafter on February 1
               annually  thereafter  until  paid,  in  an  aggregate  amount  of
               $100,000.

     In addition to the amount  specified  above,  Bowlin will pay to Big Tex at
     closing:

          (a)  an amount  equal to the  amount of current  accounts  receivable,
               provided that Big Tex  guarantees the collection of such accounts
               receivable  within  ninety (90) days of  closing.  Big Tex hereby
               agrees to make  immediate  cash payment to Bowlin,  upon Bowlin's
               request,  of  the  amount  of any  such  account  receivable  not
               collected within ninety (90) days of closing;

          (b)  an amount equal to the amount of any prepaid  insurance,  leases,
               permits  and  taxes  as  specified  in  attached  Exhibit  E  and
               incorporated for all purposes herein

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  received  by Big Tex as of the
closing and reduced by Bowlin's  prorated  share  (prorated by day as of Closing
date) of the current month's revenues billed in advance by Big Tex.

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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 February
               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  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.  Transfer of Assets to Bowlin,  and  Transfer of
               Funds to Lawrence J. Link shall take place on February 1, 1998.

Transfer of Assets

               At  closing,  Big Tex 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
               Big Tex all of the  Assets  listed in Exhibit A and  Exhibit  A-1
               attached hereto and incorporated for all purposes herein.

               In  addition to the Assets  listed in Exhibit A and Exhibit  A-1,
               Big Tex will sell, transfer, assign, convey and deliver to Bowlin
               the  right to use the  names  "Big  Tex"  and  "Big  Tex  Outdoor
               Advertising,   Inc."  and  variants  of  those  names,  provided,
               however, that Shareholder shall continue to have the right to the
               use of his name,  Lawrence J. Link, and the names "Big Tex", "Big
               Tex Advertising, Inc." and variants thereof.

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 (See attached Exhibit B);
                    iii. A ten  (10)  year  lease  agreement  pertinent  to  the
                         building  and premises  currently  occupied and used by
                         Big Tex for the operation of their outdoor  advertising
                         business (See attached Exhibit "C")

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                    iv.  A land lease agreement  acceptable to Bowlin  pertinent
                         to signs located on land currently occupied,  used, and
                         owned by Big Tex  and/or  Lawrence  J. Link  personally
                         (See attached Exhibit D).
                    v.   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 F;
                    vi.  Assignment of land lease  agreements  pertinent to sign
                         sites  located on property  owned by third parties (See
                         attached Exhibit G);
                    vii. 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.
                    viii.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 check 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 Big Tex  Outdoor
                    Advertising,  Inc. in the amount of $2,500 for the  transfer
                    of  Big-Tex's  outdoor  advertising  permits  (see  attached
                    Exhibit E).

               (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.

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   Outdoor
                    Advertising, Inc."

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

               (c)  Insurance.  Big Tex has delivered to Bowlin a list, complete
                    in all material  respects as of the date of this  agreement,
                    of all insurance policies carried by Big Tex relating to the
                    assets  transferred  under this  Agreement.  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.

               (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.  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.

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Initials
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<PAGE>
               (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  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
                    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.

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               (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 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);

                    (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.

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               (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.   

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               (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

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               (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 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 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.

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     (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 any breach of any
          representation or warranty of Big Tex or Shareholder;

          (i)  any  breach  of any  representation  or  warranty  of Big  Tex or
               Shareholder;
          (ii) any  breach  of any  covenant  or  agreement  made  by Big Tex or
               Shareholder in this Agreement;
          (iii)any  liability,  debt  or  obligation  of Big  Tex or  lien  or
               encumbrance on the Assets or
          (iv) 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.

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<PAGE>

     (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.

     (c)  IF THE EVENT GIVING RISE TO SUCH INDEMNIFICATION OBLIGATION ARISES OUT
          OT 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 INDEMNIFICAITON.

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.

Arbitration Dispute Resolution

     (a)  In the event of any dispute arising from this  Agreement,  the Parties
          agree to attempt a solution through non-binding mediation conducted by

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          a mutually agreed mediator.  While this mediation shall be non-binding
          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 the law.

     (c)  The Parties  agree that Texas has a substantial  relationship  to this
          transaction,  and that this  Agreement is  performable in Brown Count,
          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 Brown 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)  Expenses.  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.

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     (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 
          3001 Green Meadows Rd. 
          Granbury, TX  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

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


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<PAGE>

BIG TEX OUTDOOR ADVERTISING, INC.


By:
   ------------------------------------
       Lawrence J. Link, President


By:
   ------------------------------------
      Lawrence J. Link, Individually



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<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  Lawrence J. Link,  President  of Big Tex 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
[                ], 199[ ] by Lawrence J. Link, Individually.

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

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


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<PAGE>


                         ADDENDUM TO PURCHASE AGREEMENT
                                     between
                            Lawrence W. Link, Seller
                                       And
          BOWLIN Outdoor Advertising & Travel Centers, Inc., Purchaser

It is distinctly  understood  that in the event Lawrence W. Link ("Link") should
contemplate the sale,  transfer,  or other disposition of his ownership position
and interest in Big Tex Advertising,  Inc. of Granbury,  Texas ("Big Tex"), that
BOWLIN Outdoor Advertising and Travel Centers  Incorporated  ("Bowlin") shall be
given the second option to purchased said ownership position and interest in Big
Tex. First option to purchase Link's ownership  position and interest in Big Tex
has been granted to another owner of Big Tex.

Bowlin shall have 30 days to respond in a definitive written manner to Link upon
Bolwin's receipt or written notice to Bowlin that Link's ownership  position and
interest in Big Tex is for sale.  Included in the written notice shall be a full
disclosure  of the assets and  financial  condition  of Big Tex  involved in the
sale, as well as the financial and physical participation of Link in Big Tex. In
the event that Bowlin should  reject the purchase of the ownership  position and
interest based on the sale price,  terms and conditions set by Link,  Link shall
not offer,  sell,  transfer or otherwise  dispose of his ownership  position and
interest in Big Tex to any other party unless it is for a sale price,  terms and
conditions identical to that offered to Bowlin.

Agreed and Accepted:



--------------------------------------                --------------------------
Lawrence J. Link                                      Date




--------------------------------------                --------------------------
C. Bess, Executive Vice President                     Date
BOWLIN Outdoor Advertising &
Travel Centers, Inc.






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