ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this "Agreement") is entered into as of this
February 27, 1998 by and among BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INC.,
a Nevada  corporation  (the  "Purchaser")  and NORWOOD  OUTDOOR,  INC.,  a Texas
corporation (the "Company").

     Purchaser desires to purchase from the Company,  and the Company desires to
sell to the Purchaser, those certain assets of the Company hereinafter described
upon the  terms  and  conditions  set  forth  herein.  In  consideration  of the
respective  agreements  contained  herein,  the parties  hereto  hereby agree as
follows:

                                    ARTICLE I
                TRANSFER OF ASSETS AND ASSUMPTION OF OBLIGATIONS

     1.1 Transfer of Assets; Assumption of Obligations

     A. Transfer of Assets. For purposes of this Agreement,  the term "Business"
shall be  defined  to mean the  Company's  current  business  of  providing  and
marketing  outdoor display  advertising on signs and billboards that are located
within  Texas  counties  more fully  described  on Exhibit C (the  "Territory").
Subject to the terms and  conditions  set forth in this  Agreement,  the Company
agrees to sell, convey,  transfer,  assign and deliver to the Purchaser, and the
Purchaser agrees to purchase from the Company on the Closing Date, the following
(such assets to be referred to herein as the "Assets"):

          1. The outdoor advertising display structures and faces (together with
     all  ladders,   walks,   trim,   lighting  equipment  and  other  installed
     accessories) owned or leased by the Company (the "Sign Structures") erected
     on land within the Territory and all other tangible  personal  property and
     assets more fully described on Exhibit A (collectively, the Sign Structures
     and such other tangible  property and assets are herein  referred to as the
     "Tangible Property");

          2. Subject to Section 1.1B herein,  all of Company's right,  title and
     interest in and to contracts for outdoor display advertising, to the extent
     performable  on the  Closing  Date by  posting  or  other  display  on Sign
     Structures  erected on locations  within the Territory  (collectively,  the
     "Advertising Contracts"); and

          3. Subject to Section 1.1B herein,  all of the Company's right,  title
     and interest and to all  agreements  for the erection  and/or  placement of
     Sign Structures at locations within the Territory (the "Site  Agreements"),
     such locations being those listed on Exhibit A1 ("the Locations");


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<PAGE>


          4. Subject to Section 1.1B herein, the leases,  subleases,  contracts,
     contract rights and agreements  (other than Advertising  Contracts and Site
     Agreements) more fully described on Exhibit A2 (the "Other Contracts"); and


          5. All   franchises,    approvals,    permits,    licenses,    orders,
     registrations,  certificates,  variances,  and similar rights obtained from
     governments and governmental agencies required or necessary for the conduct
     of the  Business  in  the  Territory,  to the  extent  they  relate  to the
     operation  of the  Business  within the  Territory  and are  assignable  or
     transferrable by the Company to Purchaser (the "Licenses"). Attached hereto
     as Exhibit A3 is a list of all  Licenses and other  franchises,  approvals,
     permits,  etc. obtained from governments and governmental agencies that are
     required or necessary to the operation of the Business in the Territory.

     As used in this  Agreement,  the term  "Contracts"  shall mean and include,
collectively,  the Advertising  Contracts,  the Site  Agreements,  and the Other
Contracts. Notwithstanding anything to the contrary contained herein, the Assets
do not include any of the following: (i) all liabilities,  obligations, payables
or debts of any nature  whatsoever of the Company not  specifically  included in
the definition of the Assumed Liabilities  pursuant to Section 1.1B hereof; (ii)
any right or  interest  in any Plan as defined in Section  2.15,  including  any
trust  created  thereunder;   (iii)  any  cash,  cash  equivalents,   marketable
securities or investment  securities owned by the Company;  (iv) any receivables
(except prepaids),  accounts,  accounts  receivable,  notes, notes receivable or
other  evidence of indebtness  or  obligation  for the payment of money to or in
favor of the Company  existing on the Closing Date; (v) the Company's  name, any
assumed name, or any logo mark,  slogan,  or other  identifying  feature (except
Purchaser will be allowed 6 months from the Closing Date to replace  imprints on
Sign Structures bearing the Company's name with imprints containing  Purchaser's
name; and (vi) any of the tangible  personal or other property and assets listed
on Exhibit A4 hereto (the "Excluded Assets").

     B.  Assumption of  Obligations.  Subject to the exceptions an exclusions of
this Section 1.1B, the Purchaser  agrees that on the Closing Date, the Purchaser
will assume and agree to perform and pay when due:

          1. All unperformed  and  unfulfilled  obligations of the Company under
     the  Advertising  Contracts  for which the Company is not in default on the
     Closing Date;

          2. All  obligations  of the Company  under the Site  Agreements to the
     extent  performance  thereof is not warranted by the Company  hereunder and
     all  liabilities  arising out of or resulting  from any Location  Claim (as
     defined in Section 2.3 hereof);

          3. All unperformed  and  unfulfilled  obligations of the Company under
     the Other  Contracts for which the Company is not in default on the Closing
     Date; and

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<PAGE>

          4. The obligations  imposed upon holders of the Licenses for which the
     Company is not in default on the Closing Date; and

          5. The  obligations  and  liabilities  of the  Company  described  and
     referred  to on Exhibit B attached  hereto for which the  Company is not in
     default on the Closing Date

(collectively,  the "Assumed  Obligations").  The Assumed  Obligations shall not
include any other debts, liabilities or obligations,  whether accrued, absolute,
contingent  or otherwise,  in contract or in tort,  including but not limited to
(i) accrued income taxes,  (ii) deferred income taxes,  (iii) accrued  franchise
taxes,  (iv) any tax imposed on the Company because of the operations of any its
respective  business on or prior to the Closing Date, (v) any of the liabilities
or  expenses  of the  Company  incurred  in  negotiating  and  carrying  out its
obligations  under this  Agreement;  (vi) any  obligations  of the Company under
employee benefit  agreements;  (vii) any liabilities or obligations  incurred by
the Company in violation of, or as a result of the Company's  violation of, this
Agreement,  and (vii)  liabilities,  costs,  and  expenses  associated  with the
litigation described in Schedule 2.4 hereto.

     1.2  Consideration  for  Assets and  Non-Compete  will be as  follows:  (i)
$900,000  payable in cash at closing,  as the purchase  price for the Assets and
(ii) the non-compete consideration will be payable in ten annual installments of
$10,000 each,  commencing on the first  anniversary date of the closing and each
year thereafter on that date until paid.

     1.3 Determination Period.

          A. For and in  consideration  of the sum of $2,500,00 (which amount is
     paid by Purchaser to company of even date herewith as consideration for the
     rights described in this Section 1.3 and not a deposit), the Company grants
     Purchaser the right to inspect, review, audit, analyze, enumerate,  verify,
     evaluate and/or inventory the Assets,  Assumed  Obligations,  financial and
     other records of or pertaining  to the Business,  and to otherwise  conduct
     due   diligence   regarding  its  decision  to  purchase  the  Assets  (the
     "Purchaser's  Review") during the period  commencing on the date hereof and
     expiring on February 28, 1998 (the "Determination Period"). In exchange for
     the consideration above recited and paid,  Purchaser may, at any time prior
     to the expiration of the Determination Period, for any reason or no reason,
     terminate  this  Agreement by the delivery to the Company of written notice
     to that  effect  meeting  the  requirements  of Section  9.3.  At  Closing,
     Purchaser  shall be  entitled to a credit  against the cash  portion of the
     purchase price then payable an amount equal to the consideration previously
     paid to the Company pursuant to this Section 1.3.

          B.  Purchaser  acknowledges  and  agrees  that  is is  an  experienced
     participant  in the outdoor  advertising  industry,  and that is  possesses
     adequate  specialized  knowledge  concerning  that industry and  concerning
     assets  of the  type  as are  comprised  by the  Assets  to  carry  out the
     Purchaser's  Review and otherwise  make an informed  decision based thereon
     (and on those  representations,  warranties  and  covenants  of the Company
     expressly made herein) as to whether or not to purchase the same. Purchaser
     agrees and acknowledges that it is relying and will rely on the Purchaser's
     Review in making its decision to consummate the  transactions  contemplated

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<PAGE>

     hereby,  provided that undertaking the Purchaser's  review will n ot impair
     or limit any warranty,  representation or covenant of the Company expressly
     made or given in the Agreement. As to any matter not specifically addressed
     by an express representation, warranty or covenant of the Company contained
     herein, Purchaser shall rely (and shall be deemed to have relied) solely on
     the purchaser's Review in making any determination  concerning that matter.
     Without  limitation of the foregoing (and  notwithstanding  anything to the
     contrary  in this  Agreement),  Purchaser  shall  rely  exclusively  on the
     results  of the  Purchaser's  Review  in  determining  (i)  the  existence,
     magnitude,  risk, and nature of nay Location Claims;  and (ii) the need for
     consent to the  assignment  of any Contract of License by any party thereto
     or any third party.

          C. All documents and  information  may be made available in the course
     of the Purchaser's  Review to Purchaser,  its  stockholders,  agents and/or
     employees are hereby acknowledged to be and remain subject to the terms and
     provisions of that certain terms sheet and letter  agreement dated February
     11, 1998, between the company and Purchaser  regarding  confidentiality and
     non-disclosure.  Such agreement shall survive Closing and/or any expiration
     or  termination  of  this   Agreement,   except  that  following   Closing,
     Purchaser's  obligation of  confidentiality  and non-use  thereunder  shall
     terminate  as to such  documents  and  information  to the  extent the same
     pertain to the Contracts, other Assets or the Business.

     1.4  Instruments of Transfer.  The Company will deliver to the Purchaser at
Closing  such  bills of  sale,  endorsements,  assignments  and  other  good and
sufficient  instruments  of  conveyance,  transfer  and  assignment  as shall be
effective to vest in the Purchaser good title to the Assets as warranted herein.
The  Purchaser  will  deliver  to the  Company at Closing  such  instruments  of
assumption  as shall be  effective to obligate  Purchaser to the payment  and/or
other  performance  of the  Assumed  Liabilities.  SAVE  AND  EXCEPT  FOR  THOSE
WARRANTIES EXPRESSLY HEREIN MADE BY COMPANY,  NEITHER THE COMPANY NOR ANY OF ITS
EMPLOYEES,  SHAREHOLDERS,  OFFICERS, DIRECTORS,  REPRESENTATIVES OR AGENTS MAKES
ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR OR
GENERAL  PURPOSE  OR  USE,  SUITABILITY,  QUALITY,  QUANTITY,  MAGNITUDE,  RISK,
CONDITION,  OR OTHER CHARACTERISTIC  WHATSOEVER OF OR WITH RESPECT TO ANY OF THE
ASSETS OR ASSUMED  LIABILITIES.  SAID  INSTRUMENTS  SHALL  CONVEY,  TRANSFER AND
ASSIGN THE ASSETS  AND GIVE  EFFECT TO  PURCHASER'S  ASSUMPTION  OF THE  ASSUMED
LIABILITIES,  IN THEIR  AS-IS  CONDITION  AND/OR  EXISTING  STATE,  WITHOUT  ANY
REPRESENTATION OF WARRANTY,  EXPRESSED OR IMPLIED, EXCEPT AS SPECIFICALLY STATED
IN THIS AGREEMENT.  THE COMPANY DISCLAIMS, AND THE PURCHASER HEREBY ACKNOWLEDGES
THE DISCLAIMER  OF, ANY AND ALL SUCH  REPRESENTATIONS  OR WARRANTIES,  EXCEPT AS
STATED IN THIS  AGREEMENT.  The disclaimer  given by Purchaser shall survive the
Closing and the  conveyance of the Assets or any  expiration or  termination  of
this Agreement.

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<PAGE>

     1.5 Closing.  Payment of the Purchase  Price and delivery of documents  and
instruments  evidencing the assumption of the Assumed Liabilities required to be
made by the Purchaser to the Company,  the transfer of the Assets by the Company
and the other transactions  contemplated hereby (the "Closing") shall take place
in the offices of the Company in Brady,  Texas on March 2, 1998, the transaction
contemplated hereby to have effect,  however, as of 12:01 a.m. on March 1, 1998.
The date of the Closing is referred to in the Agreement as the "Closing Date".

                                   ARTICLE II
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The  representations and warranties of the Company are made and given as of
the date of 0execution of this Agreement, and shall be deemed to have been again
made and given as of the  Closing.  The Company  represents  and warrants to the
Purchaser as follows:

     2.1 Organization, Existence and Good Standing. The Company is a corporation
duly organized, validly existing in good standing under the laws of the State of
Texas and has all  requisite  corporate  power and authority to own or lease and
operate its properties and to carry on its business as now being conducted.

     2.2 Authority.  The Company has full corporate  power,  authority and legal
capacity  to  execute  and  deliver  this   Agreement  and  to  consummate   the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the consummation of the transactions  contemplated hereby have been duly and
validly  authorized  and approved by the  Company's  board of directors  and its
shareholders,  and no  corporate  proceedings  on the part of the Company or its
shareholders  are  necessary to  authorize  the  execution  and delivery of this
Agreement by the Company and the  consummation of the  transaction  contemplated
hereby.  Edgar R. Keeling Jr. and wife, Joan Keeling are the only persons having
and interest in the outstanding capital stock of the Company.

     2.3 Title to Assets.  Except as otherwise  provided herein, the Company has
good and marketable  title to the Assets and, except as noted on Exhibits A, A1,
A2 and A3, and except for statutory liens for taxes, assessments or governmental
charges or levies  which are not  delinquent,  none of the Assets are subject to
any  lien,  mortgage,   pledge,   security  interest,   lease,  option,   claim,
restriction, condition, transfer, assignment or other encumbrance, of any nature
whatsoever.  Notwithstanding  the  foregoing or anything to the contrary in this
Agreement,  however,  Purchases  expressly  acknowledges  and agrees that,  with
respect to the Site Agreements, Company warrants and represents only that:

          A.   It  is in  possession  of  such  agreements,  and  has  not  sold
               assigned,  transferred, or pledged them or any of its interest in
               them;

          B.   The Company has paid,  and as of the Closing Date will have paid,
               all amounts  due under the Site  Agreements  to those  persons or
               entities  that,  to the  best  of the  Company's  knowledge,  are
               entitled to such payment; and

          C.   Except  as  disclosed  to the  Purchaser  in  Schedule  2.3 (with
               respect  to  Location  Claims  first  asserted  prior to the date
               hereof) or otherwise  disclosed to Purchaser in writing  prior to
               the Closing Date (with respect to Location  Claims first asserted
               between date hereof and Closing),  it has not received  notice of
               nor, to the best of Company's knowledge, it is otherwise actually
               aware  of  any  Location   Claim   concerning  any  of  the  Site
               Agreements.

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<PAGE>

The Purchaser shall, as part of the Purchaser's Review, determine which, if any,
of the Site  Agreements  by their  terms  require,  in order to make  valid  the
assignment  thereof by Company to  Purchaser  pursuant  to this  Agreement,  the
consent of any party  thereto or third  party,  and shall  secure such  consent.
Company expressly does not warrant, nor make any representation  concerning, the
validity  or  enforceability  of any  of the  Site  Agreements,  nor  concerning
Company's right,  title or interest in or to any land covered by any of the Site
Agreements,  and Purchases  acknowledges  that it shall rely  exclusively on the
Purchaser's  Review in ascertaining those matters.  Purchaser  acknowledges that
Site Agreements may be subject to Location Claims,  liability for which (if any)
will, at Closing, be expressly assumed by Purchaser.  As used in this Agreement,
the term  "Location  Claims"  means any alleged or actual defect in or any claim
adverse to a Site Agreement or a location covered thereby concerning or relating
to  title,  boundary,  access,   limitations,   description  of  land,  parties,
signatures,  forgeries, imposters, authority, capacity, improper identification,
location of improvements,  encroachments,  trespass,  failure to properly direct
payments  due,  conveyance or assignment of any rights in land or under any Site
Agreement or other defect in or adverse claim to or affecting title,  possession
or right to use or occupy property, asserted by any person or entity (other than
Company),  and without regard to when any events or circumstances giving rise to
any such  claim  occurred  or took  place or when  any such  claim is  asserted.
Location Claims expressly include, without limitation, any claim (i) that a Sign
Structure  is a  fixture  and is  realty  (it is  Company's  position  that Sign
Structures are personalty and not fixtures or  improvements  to realty) and (ii)
of  failure  to have  any  person  or  entity  join in the  execution  of a Site
Agreement,  to place of record  any Site  Agreement,  to secure  any  renewal or
extension  of any Site  Agreement,  or to secure the approval to the transfer of
any Site Agreement from any third party. Purchaser further acknowledges that, as
a result of Locations Claims, Purchaser right to possession of or access to Sign
Structures  located  pursuant to a particular  Site Agreement may be impaired or
otherwise adversely affected.  Purchaser acknowledges that Company's warranty of
any representations  concerning title shall, with regard to Sign Structures,  be
subject to the effect thereon of any Location  Claim.  Purchaser  agrees that it
will  exclusively  on the  Purchaser's  Review  for any  assurance  against  any
impairment of its rights of possession  of or access to Sign  Structures  due to
any Location Claims.

The  definition  of  "Locations  Claims"  set forth  above  shall not be read as
encompassing  claims of third parties for damages arising from acts or omissions
of the Company or its employees, contractors or agents upon property that is the
subject of a Site  Agreement  to the extent such claims are for (i) the death of
or  bodily  injury  to one or more  persons:  (ii)  the loss of,  or  damage  or
destruction to personal property of one or more persons: or (iii) contamination,
pollution  or disposal  upon any real or personal  property of one or more third
persons of hazardous or toxic materials.


                                       6
<PAGE>


     2.4 Litigation. Except as stated on Schedule 2.4 attached hereto, there are
no  legal,  administrative,  arbitration,  investigatory  or  other  proceedings
pending or, to the best of Company's knowledge,  threatened against of affecting
the Company or the Assets or as to which the Company has received notice that it
is or might  become a party,  or  challenging  the  validity or propriety of the
transactions contemplated by this Agreement.

     2.5 No Broker's  or Finder's  Fee.  No agent,  broker,  investment  banker,
person or firm has acted  directly  or  indirectly  on behalf of the  Company in
connection with this Agreement or the transaction contemplated herein.

     2.6 Tax  Returns.  Within  the times and in the manner  prescribed  by law,
including extensions permitted  thereunder,  the Company has filed and will file
all federal,  state and local tax returns  required by law and has paid and will
pay all taxes,  assessments and penalties due and payable in connection with the
Business through and including the Closing Date.  Nothing herein shall impair or
limit Company's right to, in good faith, contest any charge or assessment of any
such taxes, assessments, and penalties in accordance with applicable law. To the
Company's  knowledge,  there are no present  disputes  as to taxes of any nature
payable by the Company.

     2.7 Tangible  Property.  The Tangible Property includes all Sign Structures
owned by, leased by, in the lawful  possession of, or used by the Company within
the geographic boundaries of the Territory.  Except as disclosed on Exhibit A or
A1, none of the Tangible Property is held under any lease,  security  agreement,
conditional  sales contract,  or other title retention or security  arrangement.
The Company is in  possession  of all the  Tangible  Property,  subject  only to
Location Claims.

     2.8 Advertising and Other Contracts.  There has not been any default by the
Company under any of the Advertising Contracts or Other Contracts, nor has there
occurred  any event  which  would,  with the  passing  of time or the  giving of
notice, constitute default by the Company under any of the Advertising and Other
Contracts.  To the best of Company's  knowledge,  each of the Contracts is valid
and in full force and effect,  and,  except as noted on  Schedule  2.8, no other
party thereto is in default  thereunder,  nor has there  occurred any event that
with notice or lapse of time or both,  would  constitute  a default by any other
party to any of the  Advertising  Contracts or Other  Contracts.  The  Purchases
shall,  as a part of the  Purchaser's  Review,  determine  which, if any, of the
Advertising  and/or  Other  contracts by their terms  require,  in order to make

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<PAGE>

valid the assignment thereof by Company to Purchaser pursuant to this Agreement,
the  consent  of any party  thereto or third  party,  and shall  advise  Company
thereof.   Company  shall,   with  Purchaser's   reasonable   cooperation,   use
commercially reasonable efforts to procure such consent. Prior to the successful
procurement  of any such  consent  or  approval,  Company  agrees  that it shall
perform  all  acts  and  execute  any and  all  documents  as may be  reasonably
requested  by  Purchaser  so that  Purchaser  may realize  the  benefits of such
Advertising  and/or Other  Contracts as Purchaser  deems necessary or desirable,
until such time as such consent is obtained. In the event any of the Advertising
Contracts and/or Other Contracts is later determined to be non-assignable,  then
Company  (to  the  extent  permitted  under  the  terms  of  such  contracts  or
applicable),  shall  subcontract  to the Purchaser  the  remaining  work on such
contract,  and the Company  shall  forward to the Purchaser all proceeds of such
contract  received by the Company;  provided,  however,  that  Company  shall be
reimbursed  for any  reasonable  out-of-pocket  expenses  incurred by it. To the
extend any such contract cannot be subcontracted,  Purchaser agrees to cooperate
with Company and enter into such other commercially  reasonable  arrangements as
will enable Company to fulfill its remaining  obligations  under said contracts.
Purchaser  will pay any fees and  otherwise at its cost and expense  fulfill any
conditions  to consent to the  assignment  to or  assumption by Purchaser of any
Advertising  and/or Other  Contract that may be charged or imposed by a party to
such  contract  other than the Company or an  affiliate  or  shareholder  of the
Company.  Notwithstanding  the  foregoing,  Purchaser  shall  not  be  obligated
hereunder to pay any past due amount or otherwise  cure any breach or default by
the Company that may exist under any such contract. The Company has not received
notice, nor, to the best of Company's knowledge,  is it otherwise aware that any
party to any of the Advertising  Contracts or Other Contracts  intends to cancel
or terminate any of them or exercise or not exercise any options that they might
have thereunder.

     2.9  Licenses.  The  Company,  in the  conduct  of the  Business,  has  not
infringed,  and is not now  infringing,  on any license  belonging  to any other
person,  firm,  or  corporation.  The  Company  lawfully  owns or hold  adequate
licenses or other rights to use all Licenses  necessary  for the Business as now
conducted by the Company.  The  Purchaser  shall,  as a part of the  Purchaser's
Review,  determine  which of the  Licenses  require,  in order to make valid the
assignment  or  transfer  thereof  by  Company  to  Purchaser  pursuant  to this
Agreement,  consent or approval of any body issuing the same, and shall,  at its
cost and expense prepare all necessary  applications  and pay all required fees.
Company  will  join  in,  provide  all  available  information  and  render  all
reasonable assistance to Purchaser with regard to any such applications.

     2.10 Employment Contracts. Company has no employment contracts,  collective
bargaining  agreements,  pension,  bonus,  or profit sharing plans providing for
employee  remuneration  or benefits  with  respect to  employees  of the Company
(whether  working  in the  Business  or not) that by their  terms or by law will
become binding upon or the  obligations  of Purchaser.  Company is in compliance
with, and upon the Closing will remain in compliance with all of its obligations
under such agreements or other arrangements.

     2.11 Compliance with Laws. To the best of Company's knowledge,  Company has
complied with, and is not in violation of,  applicable  federal,  state or local
statutes, laws, and regulations (including,  without limitation,  any applicable
building code or other law,  ordinance or regulation) that affects,  directly or
indirectly,  any of the  Assets  or the  Business.  There  are not  any  uncured
violations of federal, state or municipal laws, ordinances,  orders, regulations
or  requirements  affecting  any portion of the  Business  of which  Company has
received notice or of which it is aware.

                                       8
<PAGE>

     2.12  No  Breach  or  Violation.   The  consummation  of  the  transactions
contemplated  by this  Agreement  will not  result in or  constitute  any of the
following:  (i) a default  or any event  that,  with  notice or lapse of time or
both, would be a default, breach or violation of, or that would permit any party
to terminate,  any lease, license,  promissory note, conditional sales contract,
commitment,  indenture,  mortgage,  deed of trust,  security  agreement or other
agreement,  instrument or arrangement by which the Assets or the Business may be
materially  affected,  or to which the Assets or the Company may be bound (other
than a failure to obtain any consent or approval to  assignment  of any Contract
or License0, (ii) the creation or imposition of any lien, charge, or encumbrance
on any of the  Assets,  or  (iii) a  breach  of any  term or  provision  of this
Agreement.

     2.13 Valid and Binding  Obligations.  Upon  execution  and  delivery,  this
Agreement,  and each  document,  instrument  and agreement to be executed by the
Company in connection  herewith,  will constitute the legal,  valid, and binding
obligations  of  the  Company,   enforceable   in  accordance   with  each  such
agreement's,  document's,  or instrument's  respective  terms,  except as may be
limited by applicable  bankruptcy laws,  insolvency laws, and other similar laws
affecting the rights of creditors generally.

     2.14 Financial Statements.  The term "Financial  Statements" shall mean the
unaudited  balance sheet and income statements of the Company as of December 31,
1997,  which are true and  correct in all  respects,  and have been  prepared in
accordance with  accounting  principles  consistently  applied by Company in its
conduct of the Business.

     2.15 Absence of Certain Changes or Events.  Except as disclosed in Schedule
2.16, since December 31, 1997, with respect to the Business there has been no:

          (i) Material adverse change in the condition,  financial or otherwise,
     of the Assets or the Business;

          (ii) Material  loss,  destruction or damage to any Assets that has not
     been or will not be repaired as of the Closing Date (subject to limitations
     contained in any License);

          (iii) Change in accounting  methods or practices  (including,  without
     limitation,  any change in depreciation or amortization  policies or rates)
     by the Company and applicable to the Business or the Assets;

          (iv) Re-evaluation by the Company of any of the Assets;

          (v) Lien, mortgage, pledge or other encumbrance of any Asset;

          (vi) Any known waiver of a right or claim held by the Company that was
     material to the Business;

          (vii) Any material change in the personnel of the Company  involved in
     the Business, or the terms or conditions of their employment;

                                       9
<PAGE>

          (viii) Any  transaction by the Company outside of the normal course of
     business having a material effect on the Business or the Assets;

          (ix) Any capital  expenditure by the Company relating to the Assets or
     Business in excess of $10,000;

          (x) Agreement by the Company to do any of the things  described in the
     preceding clauses (i) through (ix).

     2.17 Disclosure. This Agreement, the Schedules and Exhibits hereto, and all
other  documents  and  written  information  furnished  by  the  Company  to the
Purchaser  pursuant  hereto or in connection  herewith,  are true,  complete and
correct in all material  respects,  and do not include any untrue statement of a
material  fact or  omit  to  state  any  material  fact  necessary  to make  the
statements made herein and therein not misleading.

     2.18 Sale of Assets.  For purposes of determining  whether a sale and a use
tax charge is  applicable,  the sale of the Assets  constitutes  an  "occasional
sale" under applicable state law.

     2.19 Insurance  Polities.  Schedule 2.19 to this Agreement is a list of all
insurance policies held by the Company concerning the Business or the Assets.

Wherever in this Agreement the term "to the best of Company's knowledge" is used
with   respect   to  a  party's   ascertainment   of  any   status,   condition,
characteristic,  existence,  non-existence,  or other matter, it is acknowledged
and agreed that such term is descriptive of that party's  knowledge  without its
having  conducted any  particular  inquiry,  investigation,  audit or inspection
directed at such ascertainment, and that it is neither actually aware nor has it
received notice that its ascertainment is contrary to the statement made.

Notwithstanding  anything to the contrary in this Agreement, the Company neither
makes  nor  attempts  to make  any  disclosures,  or gives  any  representation,
warranty,  or other assurance  whatsoever (and Company hereby DISCLAIMS any such
representation,  warranty,  or other  assurance) (i) that Purchaser shall obtain
hereunder  any right,  privilege or power with respect to any Sign  Structure or
Site Location in excess of limitations imposed thereon by any License;  and (ii)
concerning any effect on the value, prospects,  utility, or other characteristic
of any of the  Assets or the  Business  of (a) any  past,  present,  pending  or
contemplated act or activity of any city, county, state, or federal legislative,
rule making,  or governing body, or (b) general or specific economic or business
conditions affecting any particular locality, market, or industry.

                                       10
<PAGE>

                                   ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The  representations  and  warranties  of the  Purchaser  contained in this
(Article III) are made and given as of the date of execution of this  Agreement,
and shall be deemed to have been  again  made and given as of the  Closing.  The
Purchaser represents and warrants to the Company as follows:

     3.1  Organization,   Existence  and  Good  Standing.  The  Purchaser  is  a
corporation duly organized, validly existing and in good standing under the laws
of the state of its incorporation or organization, and has duly qualified and is
fully  authorized  to  conduct  business  under  the laws of the State of Texas.
Purchaser  has all requisite  corporate  power and authority to own or lease and
operate its properties  and to carry on its business as now being  conducted and
as will be conducted following the consummation of the sale contemplated hereby.

     3.2 Authority.  The Purchaser has full corporate power, authority and legal
capacity to execute and deliver this Agreement and to consummate the transaction
contemplated  hereby.  The  execution  and  delivery of this  Agreement  and the
consummation of the transaction  contemplated  hereby have been duly and validly
authorized  and  approved  by  the  Purchaser's   board  of  directors  and  its
shareholders,  and no corporate  proceedings on the part of the Purchaser or any
of its  shareholders  are  necessary to authorize  the execution and delivery of
this  Agreement  by the  Purchaser  and  the  consummation  of  the  transaction
contemplated hereby.

     3.3  Consents  and  Approvals;  No  Violation.  Neither the  execution  and
delivery of this Agreement,  the  consummation  of the transaction  contemplated
hereby,  nor the compliance by the Purchaser  with any of the provisions  hereof
will, as of the Closing  Date,  (i) conflict with or result in any breach of any
provision   of  the   Articles  of   Incorporation   or  Bylaws  (or  any  other
organizational document) of the Purchaser,  (ii) result in a violation or breach
of,  or  constitute  (with or  without  due  notice  or lapse of time or both) a
default  under,  any of the terms,  conditions or provisions of any agreement or
obligation to which the Purchaser is a party or by which the Purchaser or any of
its  properties  or assets  may be bound,  (iii)  violate  any law,  regulation,
judgment,  order, writ,  injunction or decree applicable to the Purchaser or any
of the Assets.

     3.4 Broker's or Finder's  Fees.  Purchaser  has used the services of Ted R.
Clifton,  CPA  acting  as  Purchasers  agent in this  matter  and will be solely
responsible for any payments due as a result, no other agent, broker, investment
banker,  person  or firm has  acted  directly  or  indirectly  on  behalf of the
Purchaser in  connection  with this  Agreement or the  transaction  contemplated
herein.

     3.5 Tax  Returns.  Within  the times and in the manner  prescribed  by law,
including extensions permitted thereunder, the Purchaser has filed and will file
all federal,  state and local tax returns  required by law and has paid and will
pay all taxes,  assessments and penalties due and payable in connection with the
operation  of its  business  through  and  including  the  Closing  Date  and in
connection  with its operation of the Business  after the Closing Date.  Nothing
herein shall impair or limit  Purchaser's  right to, in good faith,  contest any
charge or assessment of any such taxes, assessments, and penalties in accordance
with  applicable  law.  There are no present  disputes as to taxes of any nature
payable by the Purchaser.

                                       11
<PAGE>

     3.6 Compliance with Laws. To the best of Purchaser's  knowledge,  Purchaser
has complied  with,  and is not in violation of,  applicable  federal,  state or
local  statutes,  laws, and  regulations  (including,  without  limitation,  any
applicable  building code or other law,  ordinance or regulation)  that affects,
directly or indirectly,  any business or activities of the Purchaser.

     3.7 Valid and  Binding  Obligations.  Upon  execution  and  delivery,  this
Agreement,  and each  document,  instrument  and agreement to be executed by the
Purchaser in connection herewith,  will constitute the legal, valid, and binding
obligations  of  the  Purchaser,   enforceable  in  accordance  with  each  such
agreement's,  document's,  or instrument's  respective  terms,  except as may be
limited by applicable  bankruptcy laws,  insolvency laws, and other similar laws
affecting the rights of creditors generally.



                                   ARTICLE IV
                   OBLIGATIONS OF THE PARTIES PENDING CLOSING

     During the period  commencing  on the date of this  Agreement  through  the
Closing Date, the parties covenant and agree as follows:

     4.1 Conduct of Business.  The Company shall  conduct the  operations of the
Business in the usual and ordinary  course of business and shall (without making
any  commitment on behalf of, or which would be binding on, the Purchaser  other
than entering  into  Advertising  Contracts  and/or Site  Agreements  with third
parties or securing permits and/or approvals in the ordinary course of business)
use its normal and customary efforts to preserve its good relationships with its
employees,  customers,  and suppliers and others having  business  relationships
with it.

     4.2  Condition of Assets.  The Company will maintain and keep the Assets in
substantially  the  condition  in  which  they  exist  as of the  date  of  this
Agreement,  subject to ordinary wear and tear (and in the case of the Contracts,
subject to termination or expiration in accordance with the terms thereof in the
ordinary course of business),  and will notify  Purchaser of any material damage
or  destruction  of any of the  Assets  caused  by  casualty  or  other  reason.
Purchaser   acknowledges  that  the  terms  of  the  Licenses  may  prevent  the
replacement  of  certain  Sign   Structures  in  the  event  of  casualty  loss;
notwithstanding  anything in this Agreement, in such event Company shall have no
obligation  to replace such Sign  Structure if not  permitted by any  applicable
License.

                                       12
<PAGE>


                                    ARTICLE V
                                   THE CLOSING

     5.1 Closing.  The Closing shall take place on the Closing Date,  unless the
time is changed by mutual agreement of the parties.

     5.2  Company's  Deliveries.  At the Closing,  the Company  shall deliver or
cause to be delivered to the Purchaser:

          (a) Two (2) duly  authorized  and  executed  originals  of the Bill of
     Sale,   Assignment  and  Assumption  Agreements  executed  by  Company  and
     Purchaser,  together with such other instruments of assignment and transfer
     or bills of sale as the Purchaser shall reasonably request; and

          (b) A certificate  signed by the  secretary of the Company  certifying
     the adoption by Company's board of directors of resolutions authorizing the
     transactions contemplated hereby.

In addition,  the Company will  relinquish  full possession and enjoyment of all
Assets immediately upon consummation of the Closing.

     5.3 Purchaser's Obligations.  At the Closing, the Purchaser will deliver or
cause to be delivered to the Company or other designated person, the following:

          (a) Payment, in good and collected funds available in Brady, Texas, of
     the Purchase  Price in the  aggregate  amount of Nine Hundred  Thousand and
     No/100 Dollare  ($900,000.00),  which delivery shall be facilitated by wire
     transfer;

          (b) Two (2) duly authorized and executed original of the Bill of Sale;
     Assignment and Assumption Agreement

          (c) Payment by  Purchaser  of all costs and fees  associated  with the
     transfer of state permits to Purchaser in connection with the  transactions
     contemplated hereby;

          (d) Purchaser's  non-interest  bearing promissory note to evidence its
     obligation  to make  payment of the  non-competition  consideration  in the
     amount of  $100,000,  payable in ten (10)  annual  installments  of $10,000
     each, due and payable on the first and on each subsequent  anniversary date
     of  the  Closing  Date,   containing  the  usual  provisions  for  default,
     acceleration  and recovery of attorney's  fees and collection  costs in the
     event of non-payment; and

          (e) A certificate signed by the secretary of the Purchaser  certifying
     the adoption by the Company's board of directors of resolutions authorizing
     the transactions contemplated hereby.

                                       13
<PAGE>

     5.4  Prorations.  The  Company  and  the  Purchaser  shall  prorate  amount
themselves  and  make  a net  adjustment,  as  of  the  effective  date  of  the
transaction,  for  prepayments  received  by the Company  under the  Advertising
Contracts  of pursuant  to other  Assets,  consideration  paid in advance by the
Company under Site  Agreements or other Assumed  Obligations,  and other prepaid
and/or  deferred  items as shall be  appropriate  to  effect a  transfer  of the
Business as of the  effective  date of the  transaction  as set forth in Section
1.5. Such adjustment shall be applied to reduce or increase (as the case may be)
the purchase  price payable at Closing to account for such  prorations,  and the
parties  agree  to  execute  a  statement  setting  forth  such  prorations  and
adjustments at Closing.

     5.5 Insurance, Ad Valorem Taxes, Income Taxes, Receivables.  Purchaser will
not assume any contracts of insurance as a part of the transactions contemplated
hereby. Under no circumstances shall the Purchaser be obligated to reimburse the
Company for any insurance  premium payments that have been prepaid.  With regard
to ad valorem  taxes on the Assets for the 1997 tax year,  the  Company  and the
Purchaser  agree that the taxes to be paid shall be  prorated  as of the Closing
Date.

     5.6 Further Assurances. At and after the Closing, each of the parties shall
take all  appropriate  action and execute all documents of any kind which may be
reasonably  necessary or desirable  to carry out the  transactions  contemplated
hereby.  The  Company,  at any  time at or  after  the  Closing,  will  execute,
acknowledge  and  deliver  any  further  bills of sale,  assignments  and  other
assurances,  documents and instruments of transfer  reasonably  requested by the
Purchaser,  and will take any  other  action  consistent  with the terms of this
Agreement  that may  reasonably be requested by the Purchaser for the purpose of
assigning and confirming to the Purchaser all of the Assets.  The Purchaser,  at
any time at or after the  Closing,  will  execute,  acknowledge  and deliver any
further amendments, documents, instruments or other papers, reasonably requested
Company. In addition,  the Company shall make available the books and records of
the Business during reasonable business hours and take such other actions as are
reasonably  requested by the  Purchaser to assist the Purchaser in the operation
of the Business.

     5.7  Termination of Employment of the Company's  Employees.  Nothing herein
shall imply or  guarantee  employment  of any  employee  of the  Business by the
Purchaser.  If the Business's  employees  desire  employment with the Purchaser,
they will be interviewed in conjunction  with the applicants  from other sources
and given strong  consideration for available  positions with Purchaser,  at the
wages,  hours,  and conditions of employment  established by Purchaser  prior to
hiring any employees.  Nothing shall prohibit  Purchaser from terminating any of
the employees subsequent to their employment by Purchaser. Company shall pay all
wages, benefits, accrued vacation, sick pay and any other benefits the employees
of the Business  are  entitled to receive on or before the Closing.  The Company
agrees to use reasonable efforts to make available  employees of the Business to
the Purchaser  that  Purchaser  desires to hire for the purpose of operating the
Business.

                                       14
<PAGE>

     5.8 Licenses. To the extent allowed under applicable law, the Company shall
have executed and delivered to Purchaser  assignments of all the Licenses.  With
respect to any License in which the consent of a governmental authority or third
party is required,  Company and Purchaser shall each use commercially reasonable
efforts  to  procure  such  consent  (subject  to  agreements  herein  contained
regarding  the  payment  of  transfer  and other fees and  costs).  Prior to the
successful  procurement  of any such  consent or approval to the  assignment  of
Licenses in which the same is required,  and subject to any limitations  imposed
by applicable law or  regulation,  Company agrees that it shall perform all acts
and execute any and all documents as may be reasonable requested by Purchaser so
that Purchaser may realize the benefits of such Licenses to the greatest  degree
possible,  until  such  time as  such  Licenses  are  successfully  assigned  to
Purchaser  and/or  until  Purchaser  is able to procure  its own  licenses  with
respect  to such  Licenses  and any  others.  Purchaser  will  pay any  fees and
otherwise  at its cost and  expense  fulfill  any  conditions  to consent to the
transfer  to  Purchaser  of any  License  that may be  charged or imposed by the
agency or body issuing the same. Notwithstanding the foregoing,  Purchaser shall
not be  obligated  hereunder  to pay any past due amount or  otherwise  cure any
violation  or breach by the Company that may exist under any such  License,  any
such past due amounts,  violations, or breaches shall be remedied by the Company
within a reasonable period of time consistent with the principles and conditions
contained in the agreement.


                                   ARTICLE VI
                            COVENANTS NOT TO COMPETE


     6.1 Scope of Covenant.  The Company hereby agrees that, for a period of ten
(10) years after the Closing Date (the "Non Compete Period"), neither it nor any
of its shareholders  will engage in any business in the Territory  similar to or
competitive  with the  Company's or  Purchaser's  business (as  conducted on the
Closing Date) (a "Competing Business"),  either directly or indirectly,  whether
through any partnership of which any such person is a partner, through any trust
of which any such person is a beneficiary  or trustee,  or through a corporation
or  other  association  in which  any such  person  has any  interest,  legal or
equitable, or as agent, consultant,  nominee, receiver,  assignee, trustee or in
any other  capacity  whatsoever.  During the Non  Compete  Period,  neither  the
Company  nor  any of its  shareholders,  officers,  or  directors  will,  either
directly or  indirectly,  on his own behalf or in the service of or on behalf of
others,  solicit  or  attempt  to divert to a  Competing  Business  any  person,
concern,  or entity who is or was a customer of Purchaser or any  subsidiary  of
affiliate of Purchaser (or any customer of any of the  foregoing),  and further,
Company will not,  either  directly or  indirectly,  on its own behalf or in the
service of or on behalf of others,  initiate a call upon any person,  concern or
entity who is a customer of Purchaser or any of such  customers  for the purpose
of diverting or  appropriating  business to a Competing  Business.  Furthermore,
during  the Non  Compete  Period,  the  Company  will not,  either  directly  or
indirectly,  on its own  behalf or in the  service  of or on  behalf of  others,
solicit,  divert,  or recruit any  employee of Purchaser  or any  subsidiary  or
affiliate to leave such employment or otherwise terminate his or her employment,
whether or not such employment is pursuant to a written contract or at will.

                                       15
<PAGE>

     6.2 Severability of Provisions.  The parties hereto agree that the duration
and area for which this covenant is to be effective are reasonable. In the event
that any  court  determines  that the time  period  or the  area,  or both,  are
unreasonable and the covenant is to that extent unenforceable, the parties agree
that the  restrictions  of this Article VI shall remain in full force and effect
for the greatest  time period and within the greatest area that would not render
it unenforceable.

     6.3 Remedies.  The Company  acknowledges  and agrees that, by virtue of its
conduct of the  Business  and its use of the Assets,  it has  acquired a special
knowledge of the affairs,  business and customer  operations of the Business and
irreparable  loss and damage  will be suffered by  Purchaser  if Company  should
breach  or  violate  any of the  covenants  and  agreements  contained  in  this
Agreement.  Company further  acknowledges  and agrees that each of the covenants
herein  contained is  reasonably  necessary to protect and preserve the value of
the Assets acquired by Purchaser from the Company.  Company therefore agrees and
consents that, in addition, to any other remedies available to Purchaser, to the
extent  permissible by law Purchaser shall be entitled to an injunction or other
equitable  relief to  prevent a breach by  Company  of any of the  covenants  or
agreements contained in this Article VI. In the event either party hereto brings
legal action to enforce its rights hereunder,  to the extent permissible by law,
the non-prevailing party shall pay all of the prevailing party's court costs and
reasonable legal fees and expenses arising out of such action.

     6.4  Acknowledgment  of  Enforceability.  Company hereby  acknowledges  and
agrees that a part of the  consideration for this covenant not to compete is the
benefits Company is receiving under this Agreement. Company further acknowledges
and agrees that this covenant not to compete contains reasonable  limitations as
to time,  geographical  area, and scope of activity to be restrained that do not
impose a greater  restraint  than is  necessary to protect the goodwill or other
business interest of Purchaser and the value of the Assets acquired by Purchaser
from  Company.  Therefore,  Company  agrees  that all  restrictions  are  fairly
compensated for and that no unreasonable restrictions exist.


                                   ARTICLE VII
                                   TERMINATION


     7.1 Termination. Purchaser may terminate this Agreement pursuant to Section
1.3 hereof.  Otherwise, this Agreement may only be terminated upon the following
terms and conditions, subject to Section 7.3:

          (i)  Mutual  Consent.  By  mutual  consent  of the  Purchaser  and the
     Company.

          (ii) By the Purchaser.  By the Purchaser pursuant to the provisions of
     Section 1.3, or if, as of the Closing Date, any of the conditions specified
     in Section 5.2 of this  Agreement  have not be satisfied and shall not have
     been waived by the Purchaser.

                                       16
<PAGE>

          (iii) By the Company.  By the Company if, as of the Closing Date,  any
     of the conditions  specified in Section 5.3 of this Agreement have not been
     satisfied  and shall not have been  waived by the  Company,  or if, for any
     reason other than Company's  failure to comply with the provisions  hereof,
     the Closing has not taken place by May 1,1998.

     7.2 Notice of Termination. In the event that any party hereto exercises its
right to terminate this  Agreement in accordance  with the provisions of Section
7.1  hereinabove,  such  election  shall be  effective  only when notice of such
election is given to each of the other parties hereto, in writing, in accordance
with the provisions of Section 9.3 hereof.

     7.3 Effect of Termination or Waiver. In the event that this Agreement shall
be terminated  pursuant to the provisions of Section 7.1 hereof,  this Agreement
shall  become  null and void and shall have no further  effect,  and all further
obligations of the parties hereto under this Agreement shall  terminate  without
further liability of any party to another,  except as otherwise provided in this
Agreement.


                                  ARTICLE VIII
                                 INDEMNIFICATION

     8.1 Indemnification.

     A. By the  Company.  The Company  shall  indemnify,  save,  defend and hold
harmless  the  Purchaser  and  Purchaser's  shareholders,  directors,  officers,
partners,  agents  and  employees  (collectively,   the  "Purchaser  Indemnified
Parties")  from and against any and all costs,  lawsuits,  losses,  liabilities,
deficiencies,  claims and expenses,  including interest,  penalties,  attorneys'
fees and all amounts paid in investigation,  defense of settlement of any of the
foregoing  (collectively  referred  to herein as  "Damages"),  (i)  incurred  in
connection with or arising out of or resulting from or incident to any breach of
any covenant or warranty or the  inaccuracy of any  representation,  made by the
Company in or pursuant to this Agreement,  or any other  agreement  contemplated
hereby or in any schedule,  certificate,  exhibit, or other instrument furnished
or to be furnished by the Company or its  affiliates  under this  Agreement,  or
(ii) based upon,  arising out of, or  otherwise  in respect of any  liability or
obligation  of the Business or relating to the Assets (a) relating to any period
prior to the Closing Date, other than those Damages based upon or arising out of
the Assumed Liabilities,  or (c) relating to any period on and after the Closing
Date which  constitute a breach or  violation of this  Agreement by the Company.
Notwithstanding anything to the contrary in this Section 8.1A, the Company shall
not be liable for any such Damages to the extent,  if any,  such Damages  result
from or arise out of a breach or violation of this Agreement by or any negligent
or willful act or omission of any Purchaser Indemnified Parties.

                                       17
<PAGE>

     B. By the Purchaser.  The Purchaser shall indemnify,  save, defend and hold
harmless the Company and Company's  shareholders , directors,  officers,  agents
and employees (collectively, the "Company Indemnified Parties") from and against
any and all  Damages  (i)  incurred  in  connection  with or  arising  out of or
resulting  from or incident to any breach of any  covenant or  warranty,  or the
inaccuracy of any  representation,  made by the Purchaser in or pursuant to this
Agreement,  or any  other  agreement  contemplated  hereby  or in any  schedule,
certificate,  exhibit,  or other instrument  furnished or to be furnished by the
Purchaser under this Agreement,  or (ii) based upon, arising out of or otherwise
in respect of any  liability  or  obligation  of the Business or relating to the
Assets (a)  relating to any period on and after the Closing  Date or (b) arising
out of the Assumed  Liabilities,  or (c)  relating to any period  preceding  the
Closing  Date or arising  out of facts or  circumstances  existing  prior to the
Closing Date which  constitute  a breach or  violation of this  Agreement by the
Purchaser

     C.  Establishment  of Damages from  Third-Party  Claims.  If any lawsuit or
enforcement action (a "Claim") is filed by any third party against the Purchaser
Indemnified Parties or the Company  Indemnified  Parties (Purchaser  Indemnified
Parties or Company Indemnified  Parties,  as the case may be,  hereinafter,  the
"Indemnitees"), which, if sustained, would result in Damages to the Indemnitees,
then the Indemnitees shall give written notice thereof  describing such Claim in
reasonable  detail and indicating the amount  (estimated,  if necessary) or good
faith estimate of the reasonably  foreseeable estimated amount of Damages (which
estimate shall in no way limit the amount of indemnification the Indemnitees are
entitled  to receive  hereunder),  shall be given to the  indemnifying  party as
promptly practicable (and in any event within ten (10) days after service of the
citation or  summons)  ("Notice of  Action");  provided  that the failure of any
indemnified  party  to give  timely  notice  shall  not  affect  its  rights  to
indemnification  hereunder to the extent that the indemnified party demonstrates
that the amount the indemnified  party is entitled to recover exceeds the actual
damages to the indemnifying party caused by such failure to so notify within ten
(10) days.  The  indemnifying  party may elect to  compromise or defend any such
Claim, and to assume all obligations  contained in this Section 8.1 to indemnify
the Indemnitees by a delivery of notice of such election ("Notice of Elections")
within ten (10) days after  delivery of the Notice of Action.  Upon  delivery of
the Notice of Election, the indemnifying party shall be entitled to take control
of the defense  and  investigation  of such  lawsuit or action and to employ and
engage  attorneys  of its own  choice  to handle  and  defend  the same,  at the
indemnifying  party's sole cost, risk and expense,  and such  Indemnities  shall
cooperate in all reasonable  respects,  at the  indemnifying  party's sole cost,
risk and  expense,  with  the  indemnifying  party  and  such  attorneys  in the
investigation,  trial and  defense  of such  lawsuit  or action  and any  appeal
arising  therefrom;  provided,  however,  that the Indemnitees may, at their own
cost, risk and expense, participate in such investigation, trial, and defense of
such  lawsuit or action and any  appeal  arising  therefrom.  No  settlement  or
compromise of any Claim may be made by the indemnifying  party without the prior
written  consent  of the  Indemnitees  unless  (i) prior to such  settlement  or
compromise the indemnifying  party acknowledges in writing its obligation to pay
in full the amount of the settlement or compromise and all associated  expenses,
and the Indemnitees are furnished with security therefor reasonably satisfactory
to the Indemnitees that the indemnifying  party will in fact pay such amount and
expenses;  or (ii)  the  indemnifying  party  in fact  pays  the  amount  of the
settlement and compromise and all associated expenses. If the indemnifying party
elects not to defend the Claim or does not deliver to the  Indemnitees  a Notice
of Election  within ten (10) days after  delivery  of the Notice of Action,  the
Indemnitees  may, (but shall not be obligated to) defend,  or may  compromise or
settle  (exercising  reasonable  business judgment) the Claim on behalf, for the
account, and at the risk, of the indemnifying party.

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<PAGE>

     D.  Establishment  of Damages from Claims of  Indemnified  Parties.  If the
Indemnitees  assert any entitlement to Damages against the  indemnifying  party,
they  shall  give  written  notice to the  indemnifying  party of the nature and
amount of the Damages asserted.  In the event of any such claim, it is agreed by
the parties that Damages  shall not include (and the parties each hereby  waive)
special, consequential, exemplary or punitive damages. If the indemnifying party
within a period of thirty (30) days after the giving of the Indemnitees' notice,
shall not respond in writing to the Indemnitees announcing its intent to contest
such assertion of the Indemnitees  (such notice by the indemnifying  party being
hereinafter referred to as the "Contest Notice"),  such assertion of a claim for
Damages shall be settled by arbitration to be held in Waco,  Texas in accordance
with the Commercial Rules of American Arbitration Association then existing. The
determination   of  the  arbitrator   shall  be  delivered  in  writing  to  the
indemnifying  party  and  the  Indemnitees  and  shall  be  final,  binding  and
conclusive  upon all of the parties  hereto,  and the amount of the Damages,  if
any, determined to exist, shall be deemed established.

     E.  Establishment  of  Damages  by  Agreement.   The  Indemnitees  and  the
indemnifying  party may agree in writing,  at any time,  as to the existence and
amount of Damages,  and, upon the execution of such agreement such Damages shall
be deemed established.

     F. Payment of Damages.  The  indemnifying  party  hereby  agrees to pay the
amount of established  Damages within 15 days after the  establishment  thereof.
The amount of  established  Damages  shall be paid in cash.  Where  Damages  are
established by an arbitrator, judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction  thereof if such Damages are not
timely paid.

     8.2 Survival of Representations and Warranties. All of the representations,
warranties,  covenants and agreements  contained in this Agreement shall survive
the  Closing  of the  transactions  contemplated  herein and the  execution  and
delivery of the documents,  instruments  and  agreements  described in Article V
hereof, notwithstanding any investigation made by or on behalf of the Company or
the Purchaser.

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.1  Amendment  and  Modification.  Except as  provided  otherwise  in this
agreement,  this  Agreement  may be amended,  modified or  supplemented  only by
written agreement of the parties hereto.

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<PAGE>

     9.2 Waiver of Compliance; Consents. Any failure of the purchaser on the one
hand,  or the  Company,  on the  other  hand,  to  comply  with any  obligation,
covenant,  agreement  or  condition  herein may be waived by the  Company or the
Purchaser,  respectively,  only by a  written  instrument  signed  by the  party
granting  such  waiver,  but such  waiver  or  failure  to  insist  upon  strict
compliance  with such  obligation,  covenant,  agreement or condition  shall not
operate as a waiver of, or estoppel  with  respect to, any  subsequent  or other
failure.  Whenever this Agreement requires or permits consent by or on behalf of
any party hereto,  such consent shall be given in writing in a manner consistent
with the  requirements  for a waiver of  compliance as set forth in this Section
9.2.

     9.3 Notices.  All notices and other  communications  hereunder  shall be in
writing  and  shall be  deemed  given  if  delivered  personally  or  mailed  by
registered or certified  mail (return  receipt  requested) to the other party at
the  following  addresses  (or at such  other  address  for a party  as shall be
specified by like notice;  provided that notices of a change of address shall be
effective only upon receipt thereof):

     (i) if to the Company, to:

     Norwood Outdoor, Inc.
     P.O. Box 367
     Brady, Texas 76825
     Attention: Mr. Ed Keeling

     with a copy to:

     Mr. Lee Keeling
     Walker, Keeling & Carroll, L.L.P.
     P.O. Box 108
     Victoria, Texas 77902

     (ii) if to the Purchaser, to:

     Bowlin Outdoor Advertising & Travel Centers, Inc.
     150 Louisiana NE
     Albuquerque, New Mexico  87108
     Attention: Michael L. Bowlin


     9.4  Assignment.  This Agreement and all of the provisions  hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and  permitted  assigns,  but neither this  Agreement nor any of the
rights,  interests  or  obligations  hereunder  shall be  assigned by any of the
parties  hereto  without the prior written  consent of the other  parties.  This
Agreement is not intended to and shall not confer upon any person other than the
parties any rights or remedies hereunder.

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<PAGE>

     9.5  Governing  Law.  This  Agreement  shall be governed by the Laws of the
State of Texas  (regardless  of the  laws  that  might  otherwise  govern  under
applicable  Texas  principles of conflicts of law) as to all matters,  including
but not limited to matters of validity,  construction,  effect,  performance and
remedies.

     9.6   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     9.7  Interpretation.  The article and section  headings  contained  in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or  interpretation of
this Agreement.

     9.8 Entire Agreement. This Agreement, including the exhibits hereto and the
documents,  instruments  and schedules  referred to herein,  embodies the entire
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter contained herein. There are no restrictions,  promises,  representations,
warranties,  covenants, or undertakings, other than those expressly set forth or
referred  to  herein.  This  Agreement   supersedes  all  prior  agreements  and
undertakings between the parties with respect to such subject matter.

     9.9 Waiver.  A provision of this  Agreement may be waived only by a written
instrument executed by or on behalf of the party waiving compliance. The failure
of any party at any time or times to require performance of any provision hereof
shall in no manner  affect  the right at a later time to  enforce  the same.  No
waiver by any party of any  condition,  or of any breach of any term,  covenant,
representation  or  warranty  contained  in this  Agreement,  in any one or more
instances,  shall be construed  to be a waiver of any other  condition or of any
other  breach  of the  same  or any  other  term,  covenant,  representation  or
warranty.

     9.10 Disclosure.  The parties hereto shall not, prior to Closing,  make any
public  disclosure  of the  transactions  contemplated  hereby or in  connection
herewith without the written consent of the other party.

     9.11  Expenses.  Except  as  otherwise  provided  in  this  Agreement,  the
Purchaser  shall pay all expenses  incurred by the Purchaser in connection  with
entering  into and  carrying  out its  obligations  pursuant to this  Agreement,
including  all its  attorneys'  fees,  and the  Company  shall pay all  expenses
incurred by the Company in connection  with entering into and carrying out their
obligations pursuant to this Agreement, including all of its attorneys' fees.

     9.12 Arbitration.

     A. Binding  Arbitration of Controversies.  Notwithstanding any provision in
this agreement to the contrary,  in case any disagreement,  controversy or claim
whatsoever (other than an Excepted  Controversy) shall arise between the parties

                                       21
<PAGE>

hereto in  relation  to this  Agreement,  whether as to any breach  hereof,  the
construction  or  operation  hereof or the  respective  rights  and  liabilities
hereunder (a  "Controversy"),  and if said Controversy cannot be settled through
negotiation,  the  parties  agree  first  to try in good  faith  to  settle  the
Controversy by mediation  under the Commercial  Mediation  Rules of the American
Arbitration  Association,  before resorting to arbitration,  litigation,  or any
other dispute resolution procedure. If mediation is unsuccessful,  then upon the
written  demand of any party (a "Notice to  Arbitrate"),  whether made before or
after the institution of any other judicial proceeding, any Controversy shall be
settled by binding arbitration,  to be held in Waco, Texas. Arbitration shall be
initiated  by either party  giving  Notice to  Arbitrate  to the other,  stating
therein the question to be arbitrated and the name of the arbitrator selected by
that party. Within thirty (30) days of the date of such Notice to Arbitrate, the
other  party  shall  select and give  written  notice of its  arbitrator  to the
initiating  party.  The  two  arbitrators  so  selected  shall  select  a  third
arbitrator  and give  written  notice  within  thirty (30) days after the second
arbitrator is chosen.  The  arbitration  shall be conducted  solely by the third
arbitrator,  who shall hear evidence  within sixty (60) days after the notice of
selection of the third arbitrator is given to the parties and to render an award
within  thirty  days of the  hearing,  which  award,  when  signed  by the third
arbitrator,  shall be final.  If a party receiving  Notice of Arbitration  shall
refuse or neglect to appoint an arbitrator within the time provided herein, then
the  arbitrator  so  appointed by the first party shall have power to proceed to
arbitrate and determine the matter of  disagreement  as if he were an arbitrator
appointed by both the parties hereto for that purpose,  and his award in writing
signed by him shall be final;  provided  that such  award  shall be made  within
ninety (90) days after such  refusal or neglect of the other party to appoint an
arbitrator.  The party  against which such award is made shall pay all costs and
expenses of the arbitration.  Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.

     B. Excepted Controversies.  Although the parties hereto may agree to submit
Excepted Controversies to mediation or binding arbitration,  neither party shall
be required to do so. As used in this Agreement, the term "Excepted Controversy"
means  (i) a  claim  or  action  by a party  seeking  solely  injunctive  relief
(together  with costs and  reasonable  attorneys'  fees  incurred in  connection
therewith) to (a) compel the performance of the  confidentiality  obligations of
Purchaser  described  in Section  1.4D  hereof or  restrain  actions  prohibited
thereby,  or (b) compel  specific  performance of this  Agreement  following the
satisfaction  or waiver by a party of all  conditions  to Closing  provided  for
herein;  and (ii) any counterclaim by a party against which a claim described in
clause (i) is asserted seeking solely injunctive or declaratory relief (together
with costs and reasonable attorneys' fees incurred in connection therewith).  No
claim  or  action  (nor  any  counterclaim  or  counteraction)  seeking  damages
(including, without limitation, any Damages) shall be an Excepted Controversy.

     9.13 Specific Performance; Remedies. Each of the parties hereby agrees that
the transactions  contemplated by this Agreement are unique, and that each party
shall have, in addition to any other legal or equitable  remedy available to it,
the right to enforce  this  Agreement  by decree of  specific  performance.  The
parties  expressly  authorize  any  arbitrator  to  render a  binding  decree of
specific performance or other relief of an equitable nature. If any legal action

                                       22
<PAGE>

or other proceeding is brought for the enforcement of this Agreement, or because
of an alleged dispute,  breach,  default or misrepresentation in connection with
any of the provisions of this Agreement,  the successful or prevailing  party or
parties be entitled to recover  reasonable  attorneys' fees other costs incurred
in that action or  proceeding  in addition to any other  remedies to which it or
they may be entitled at law or equity.  The rights and remedies  granted  herein
are subject to the provisions of Section 9.13 hereof, but are cumulative and not
exclusive of any other right or remedy granted herein or provided by law.

     IN WITNESS WHEREOF,  each of the parties hereto has caused the Agreement to
be executed on its behalf as of the date first above written.


            "Purchaser"                                    "Company"

BOWLIN OUTDOOR ADVERTISING                      NORWOOD OUTDOOR, INC.
& TRAVEL CENTERS, INC.


By:                                             By:
   -----------------------------                   -----------------------------
   C.C. Bess                                       Edgar R. Keeling, Jr.
   Executive Vice President                        President









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