PURCHASE AGREEMENT

THIS  AGREEMENT  is hereby  made this,  March 1, 1999 by and between GDM Outdoor
Advertising,  a partnership ("GDM" or the "Company"or  "SELLER"),  Gerry Dunlap,
individually,  and Dennis Thompson,  individually,  partners of GDM ("Partner"),
and  Bowlin  Outdoor  Advertising  &  Travel  Centers  Incorporated,   a  Nevada
corporation ("BOWLIN").

Purpose of Agreement

Bowlin  desires  to  purchase  and GDM  desires  to sell  certain  tangible  and
intangible  assets  that  comprise  a portion  of GDM's  business  known as "GDM
Outdoor  Advertising".  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  Three  Hundred and Fifty  Thousand and
No/100 Dollars ($1,350,000.00).

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
         and taxes as specified in attached  Exhibit E and  incorporated for all
         purposes herein. This amount will be paid by BOWLIN to SELLER, but will
         be reduced by the amount of any prepaid  advertising  rents received by
         SELLER and further reduced by BOWLIN's  prorated share (prorated by day
         as of Closing date) of the current month's revenue billed in advance by
         SELLER; and



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 March 1,
              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  GDM's assets are true;  that the financial  condition,
              books,  and  accounts  of GDM 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 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)  GDM and  Partner's  Deliveries.  At the closing,  GDM 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 five (5) year  non-competition  agreement  for Gerry Dunlap and
               Dennis Thompson. (See attached Exhibit G1, and G2);

          iii. Letter(s)  from  GDM  and  Partner  to the  Texas  Department  of
               Transportation  regarding  transfer  of  the  applicable  outdoor
               advertising  permits  from  Partner  to  Bowlin  in the  form  of
               attached  Exhibit  E also  any  forms  or  letters  necessary  to
               transfer permits from the Arkansas Department of Transportation;


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

          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.  Advertising contracts for all current advertisers.


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

          i.   Immediately  available funds to one or more accounts  designed by
               SELLER for the purchase price as specified herein;

          ii.  Checks  in an amount  sufficient  to pay the net  amount  due for
               items listed in Exhibit E.

     (c)  Other Transfer  Instruments.  Following the Closing, at the request of
          Bowlin,  GDM  shall  deliver  any  further  Instruments  and  take all
          reasonable action as may be necessary or appropriate to vest in Bowlin
          all of GDM'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 GDM or Partners or
              any other debts, liabilities or obligations related to the conduct
              of GDM's business.

Representations and Warranties

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

               (b)  Title.  GDM 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.  GDM 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. GDM 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  GDM 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. GDM 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 GDM 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 GDM 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 Partners.  Partners are the sole owners of the Company,
                    and no other person has any right to acquire any interest in
                    the Company.

               (g)  Effect of Agreement. The execution, delivery and performance
                    of this Agreement by GDM and Partner 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.

               (h)  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.

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

               (j)  Absence of Undisclosed  Liabilities.  GDM 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 GDM.

               (k)  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.

          (l)  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>


          (m)  Status of Real Property. Neither Company nor Partner 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  Partner'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  Partner'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.

          (n)  Defects. To the best of Company's and Partner's knowledge,  there
               are no  structural or  operational  defects in any of the Assets.
               SELLER  acknowledges  that to the best of SELLER's  knowledge all
               signs were constructed and installed to normal industry standards
               by qualified and licensed manufacturers and installers.

          (o)  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.

          (q)  Permits  Current.  All  payments  due and  payable  for  required
               permits  from  governmental  bodies have  through the date hereof
               been fulfilled by the respective SELLER.

Bowlin  represents and warrants to GDM and Partner 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 GDM
               for a finder's fee, brokerage commission or other like payment.

Competition

     Simultaneously  with the  execution  of this  Agreement,  Gerry  Dunlap and
     Dennis  Thompson  will  execute  and  deliver  to Bowlin a  Non-Competition
     Agreement  in the form and on the terms as set forth in  Exhibit  G1 and G2
     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 GDM and Partner  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)  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  GDM 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.

          (c)  No Violations.  No material  violation of GDM 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 GDM.


                                       7
<PAGE>


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

          (e)  Certificate.  Bowlin shall have received a certificate  signed by
               GDM and Partner, dated the Closing Date, satisfactory in form and
               substance  to  Bowlin  and  its  counsel,  certifying  as to  the
               fulfillment of the conditions specified above.

          (f)  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 GDM and Partner. GDM and Partner, 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  representation  or  warranty  of GDM or
                    Partner;

               (ii) any  breach  of any  covenant  or  agreement  made by GDM or
                    Partner in Partner in this Agreement;

               (iii)any  liability,  debt  or  obligation  of  GDM  or  lien  or
                    encumbrance on the Assets or

               (iv) any claim  arising out of the use,  sale or operation of the
                    Assets  by  GDM  or  Partner  and/or  the  operation  of the
                    business of GDM or Partner prior to the Closing.

     (b) Indemnification  of  GDM  and  Partner  by  Bowlin.  Bowlin  agrees  to
         indemnify and hold harmless GDM and Partner 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  GDM or  Partner  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

                                       8
<PAGE>


               (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
         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 GDM 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 GDM.

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 GDM or Partner 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 Smith 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 Smith 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 GDM or Partner to:

          Gerry Dunlap and Dennis Thompson
          300  Vicksburg
          Tyler, Texas 75703


          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 Partner 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


GDM OUTDOOR ADVERTISING


By: /s/ Gerry Dunlap
     Gerry Dunlap, Partner

By: /s/ Dennis Thompson
     Dennis Thompson, Partner


                                       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:

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




                         Acknowledgment for Individuals

STATE OF TEXAS                 )
                               ) ss.
COUNTY OF ___________          )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
__________________, 199__ by Gerry Dunlap, Individually.

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

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


STATE OF TEXAS                  )
                                ) ss.
COUNTY OF ___________           )

The  foregoing   instrument  was   acknowledged   before  me  this  ___  day  of
_________________, 199__ by Dennis Thompson, Individually.

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

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