Exhibit 10.30

                             CONTRIBUTION AGREEMENT

     THIS  CONTRIBUTION  AGREEMENT (this  "AGREEMENT") is entered into as of the
1st day of November, 2000 (the "CONTRIBUTION DATE") by and between BOWLIN TRAVEL
CENTERS,  INC.,  a  Nevada  corporation  (the  "COMPANY"),  and  BOWLIN  OUTDOOR
ADVERTISING & TRAVEL CENTERS INCORPORATED, a Nevada corporation ("BOWLIN").

                                    RECITALS

     A. BOWLIN owns and  operates  both travel  centers and outdoor  advertising
displays in the  Southwestern  United States.  Under its travel centers business
segment,  BOWLIN owns or leases and operates fifteen full-service travel centers
located along interstate  highways in Arizona and New Mexico,  which offer brand
name  food  and  gasoline  and a  variety  of  Southwestern  merchandise  to the
traveling public (the "TRAVEL CENTERS BUSINESS").

     B. The  Company  was  formed  by BOWLIN  on  August  8,  2000,  as a Nevada
corporation and is a wholly owned subsidiary of BOWLIN.

     C. BOWLIN wishes to contribute the Travel  Centers  Business to the Company
in exchange for which BOWLIN shall receive shares of common stock in the Company
subject to the terms and conditions of this Agreement.

     D.  BOWLIN and the Company  intend to treat  BOWLIN's  contribution  of the
Travel  Centers  Business  to the  Company as a transfer of assets in return for
control of the Company in  accordance  with Section 351 of the Internal  Revenue
Code of 1986, as amended (the "CODE").

     E.  BOWLIN  is a party to an  Agreement  and Plan of  Merger  by and  among
BOWLIN,  Lamar Advertising  Company ("LAMAR"),  and Lamar Southwest  Acquisition
Corporation,  dated as of October 3, 2000 (the "MERGER AGREEMENT"),  pursuant to
which Lamar Southwest  Acquisition  Corporation  will merge with and into BOWLIN
(the "MERGER").

     F.  Immediately  prior to  consummation  of the Merger,  BOWLIN  intends to
distribute  its shares of the  Company's  common stock to BOWLIN's  shareholders
(the "SPIN-OFF").

     In  consideration   of  the  foregoing  and  the  mutual   representations,
warranties,  covenants and agreements herein  contained,  BOWLIN and the Company
agree as follows:

     All capitalized  terms used herein shall have the meanings ascribed to them
in Appendix A hereto.
<PAGE>
                                   SECTION 1
                        CONTRIBUTION OF ASSETS BY BOWLIN

     1.1 CONTRIBUTION OF THE ASSETS.

         (a)  Subject  to the terms and  conditions  of this  Agreement,  on the
Contribution  Date,  BOWLIN  hereby  assigns,  transfers,  and  delivers  to the
Company,  as a contribution,  and in an "as is, where is" condition,  all of the
assets, properties, and business of every kind and description, wherever located
whether real, personal,  or mixed,  tangible or intangible,  owned or held, that
are used  primarily in the conduct of the Travel  Centers  Business by BOWLIN as
the same shall  exist on the  Contribution  Date  (collectively,  the  "ASSETS),
including without  limitation,  all assets and property shown on the Contributed
Business Balance Sheet, and all right, title, and interest of BOWLIN in, to, and
under:

         (i) The real property  listed and described in SCHEDULE  1.1(A)(I) (the
"REAL PROPERTY");

         (ii) The outdoor advertising faces and underlying structures listed and
described in SCHEDULE 1.1(A)(II) (the "FACES");

         (iii) The machinery, equipment, furniture, vehicles, and other tangible
property, other than Inventory (including,  without limitation,  maintenance and
operating  supplies,  fuel, and spare parts for such  machinery and  equipment),
used  primarily in connection  with the Travel  Centers  Business and listed and
described in SCHEDULE 1.1(A)(III) (collectively, the "EQUIPMENT");

         (iv) The raw materials, finished goods, work-in-process,  supplies, and
inventories,  used or usable  primarily in  connection  with the Travel  Centers
Business (collectively, the "INVENTORY");

         (v) Those patents,  copyrights,  trademarks,  trade names,  technology,
know-how,  processes,  trade secrets,  inventions,  proprietary data,  formulae,
research and development data, computer software programs,  and other intangible
property,  and any  applications  for the same,  used  primarily  in the  Travel
Centers  Business (and the use of and any right in and to the name "BOWLIN") and
described in SCHEDULE 1.1(A)(V) and all goodwill associated with such intangible
property (collectively, the "INTANGIBLE PROPERTY");

         (vi) The leases of certain real  property  used or usable  primarily in
connection with the Travel Centers  Business  described in SCHEDULE  1.1(A)(VI),
together with all fixtures, office equipment, furnishings,  furniture, and other
tangible  property  located at such  property  and  (collectively,  the  "LEASED
PROPERTY");

         (vii) All of BOWLIN's rights,  claims,  credits,  causes of action,  or
rights of setoff  against  third parties  relating  solely to the Assets and the
Travel Centers Business,  including,  without  limitation,  unliquidated  rights
under manufacturers' and vendors' warranties (collectively, "CLAIMS");

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<PAGE>
         (viii)  Those  contracts,   agreements,  leases,  licenses,  and  other
instruments,  arrangements and commitments being assumed by the Company pursuant
to SECTION 1.3 of this Agreement (collectively, "RIGHTS");

         (ix) All  certificates  of occupancy and other  transferable  licenses,
permits, registrations,  authorizations, use agreements, orders, or approvals of
governmental or  quasi-governmental  agencies and authorities  (whether federal,
state, local,  municipal,  or foreign) or private parties relating solely to the
construction,  use,  operation,  or  enjoyment  of the Travel  Centers  Business
(collectively, "PERMITS");

         (x) All  accounts  receivable  arising out of sales in the ordinary and
usual course of the operation of the Travel Centers  Business prior to the close
of business on the Contribution Date (collectively, "RECEIVABLES");

         (xi)  All  transferable  bonds  or  deposits  made  by  BOWLIN  or  its
predecessors in title (or its agents) with any governmental  agency or authority
or with any utility company or third party relating solely to the  construction,
use, operation, or enjoyment of the Assets;

         (xii) All  prepaid  rentals  and other  prepaid  expenses  for goods or
services  arising from payments made by BOWLIN prior to the close of business on
the  Contribution  Date in the ordinary and usual course of the operation of the
Travel Centers Business and related solely to the Assets;

         (xiii)  Originals or copies of all books,  records,  files, and papers,
whether in hard copy or computer  format,  used in the Travel Centers  Business,
including without limitation,  engineering information,  manuals and data, sales
and advertising materials,  sales and purchase correspondence,  lists of present
and former suppliers,  and personnel and employment records and, with respect to
information  relating to any Tax,  only  information  that is necessary  for the
preparation  of Tax  returns to be filed by the Company  after the  Contribution
Date or the determination of the tax basis of the Assets  (collectively,  "FILES
AND RECORDS");

         (xiv)  All lists of  present,  and,  to the  extent  available,  future
customers of the Travel Center Business and goodwill associated with the Assets;
and

         (xv) All cash and  other  monetary  assets  attributable  solely to the
Travel Center Business and all bank accounts listed on Schedule 1.1(xv).

     1.2 CONVEYANCE INSTRUMENTS.  In order to effectuate the contribution of the
Assets and the assumption of the Assumed Liabilities by the Company,  BOWLIN and
the  Company  have,  or will  hereafter,  execute  and  deliver,  or cause to be
executed  and  delivered,  all such  documents  or  instruments  of  assignment,
transfer,  or  conveyance,  in  each  case  dated  as of the  Contribution  Date
(collectively,  the "CONVEYANCE INSTRUMENTS"),  necessary or appropriate to vest
in or  confirm  title to the Assets to the  Company.

         1.3 ASSUMED  LIABILITIES.  Subject to the terms and  conditions of this
Agreement  and in reliance on the  representations,  warranties,  covenants  and
agreements  of the parties  contained  herein,  the Company  hereby  assumes and

                                       3
<PAGE>
agrees to pay,  perform,  discharge  and fulfill the following  liabilities  and
obligations (collectively, the "Assumed Liabilities"):

         (i) all of the  liabilities  and obligations set forth on Schedule 1.3,
and

         (ii) any and all liabilities and obligations, whether known or unknown,
absolute or contingent,  arising before,  on or after the Contribution  Date and
directly  relating to (A) any of the Assets or (B) any act,  event or occurrence
involving  the  ownership  or use of the  Assets or the  conduct  of the  Travel
Centers Business by either BOWLIN or the Company.

     1.4 EXCLUDED  LIABILITIES.  Notwithstanding any provision of this Agreement
or any Conveyance  Instrument to the contrary,  the Company is assuming only the
Assumed  Liabilities  and is not assuming any other  liability or  obligation of
BOWLIN (or any  predecessor  owner of all or part of its business and assets) of
whatever  nature whether  presently in existence or arising  hereafter,  and all
such  other  liabilities  and  obligations  shall  be  retained  by  and  remain
liabilities of BOWLIN (all of such liabilities and obligations not being assumed
hereinafter referred to as the "EXCLUDED LIABILITIES").

                                   SECTION 2
                    EVENTS OCCURRING ON THE CONTRIBUTION DATE

     2.1  DELIVERIES  BY  BOWLIN  AND THE  COMPANY.  Contemporaneously  with the
execution hereof, and subject to Section 4.1(a),  each of BOWLIN and the Company
has duly executed and delivered to the other the following:

         (a) The Conveyance Instruments to effect the contribution of the Assets
to the Company and the assumption of the Assumed Liabilities by the Company;

         (b) A copy of the  resolutions of its Board of Directors,  certified by
its  Secretary,  authorizing  or ratifying  its  execution  and delivery of this
Agreement,  and the  consummation of the  transactions  contemplated  hereby and
thereby;

         (c) A copy of its  Articles  of  Incorporation  certified  as of a date
within  five (5) days of the  Contribution  Date by the  Secretary  of State (or
equivalent official) of Nevada;

         (d) A certificate from the Secretary of State (or equivalent  official)
of Nevada as to its good  standing in Nevada  certified as of a date within five
(5) days of the Contribution Date; and

         (e)  The  executed  counterpart  copies  of  all  consents,  approvals,
authorizations,  and Permits,  if any, from third parties referred to in SECTION
4.1(A) hereof.

     2.2 EFFECT OF CONTRIBUTIONS. In exchange for the transfer of the Assets to,
and assumption of the Assumed Liabilities by, the Company,  BOWLIN shall receive
4,582,348  shares of the common stock of the Company  (equal to the total number
of outstanding shares of common stock of Bowlin, on the Contribution Date).

                                       4
<PAGE>
                                   SECTION 3
                         REPRESENTATIONS AND WARRANTIES

     3.1 REPRESENTATIONS AND WARRANTIES OF BOWLIN

         (a)  ORGANIZATION.  BOWLIN is a  corporation  which is duly  organized,
validly  existing,  and in good  standing  under  the laws of  Nevada,  with the
corporate power and authority to own,  lease,  and operate its properties and to
carry on its  business  as now being  conducted.  The copies of the  Articles of
Incorporation  and  all  amendments  thereto  of  BOWLIN,  as  certified  by the
Secretary  of State (or  equivalent  official)  of Nevada,  and the  Bylaws,  as
amended to date,  of BOWLIN,  as certified by its Secretary and delivered to the
Company, are true, complete, and correct copies of the Articles of Incorporation
and Bylaws, as amended and presently in effect, of BOWLIN.

         (b) AUTHORITY.  BOWLIN has the corporate power and authority to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  The  execution  and  delivery  by  BOWLIN  of this  Agreement,  and the
consummation of the transactions  contemplated hereby, have been duly authorized
by the Board of Directors of BOWLIN; no other corporate  proceedings on the part
of BOWLIN or any other  person or entity,  whether  pursuant to the  Articles of
Incorporation  or  Bylaws of BOWLIN or by law or  otherwise,  are  necessary  to
authorize  BOWLIN to enter into this Agreement or to consummate the transactions
contemplated  hereby;  and this  Agreement  is the  legal,  valid,  and  binding
obligation of BOWLIN.

         (c) NO  VIOLATIONS.  Neither  the  execution  nor the  delivery of this
Agreement nor the consummation of the transactions contemplated hereby:

              (i)  Requires  any  filing  or  registration   with,  or  consent,
authorization,  approval, or permit of, any governmental or regulatory authority
on the part of BOWLIN;

              (ii)  Violates or will  violate (A) any order,  writ,  injunction,
judgment, decree, or award of any court or governmental or regulatory authority,
or (B) to the  knowledge  of BOWLIN,  violates  or will  violate  any law of any
governmental or regulatory authority to which BOWLIN or any of its properties or
assets are subject;

              (iii) Violates or will violate, or conflicts with or will conflict
with,  any  provision  of, or  constitutes  a default  under,  the  Articles  of
Incorporation or Bylaws of BOWLIN; or

              (iv) Except as set forth on Schedule 3.1(c),  violates or breaches
or  constitutes  a default (or an event  which,  with notice or lapse of time or
both,  would  constitute a default) under, or give rise to a right to terminate,
any mortgage,  contract,  agreement,  deed of trust,  license,  lease,  or other
instrument, arrangement,  commitment, obligation,  understanding, or restriction
of any kind to which BOWLIN is a party or by which its  properties may be bound,
or (ii) will cause, or give any person grounds to cause, to be accelerated (with
notice  or  lapse  of time or both)  the  maturity  of,  or will  increase,  any
liability or obligation of BOWLIN which violation,  breach, default,  liability,
or obligation,  individually or in the aggregate, is or would be material to the
business or financial  condition of BOWLIN or the Travel Centers  Business taken
as a whole.

                                       5
<PAGE>
     3.2 REPRESENTATION AND WARRANTIES OF THE COMPANY

         (a) ORGANIZATION. The Company is a corporation which is duly organized,
validly  existing,  and in good  standing  under  the laws of  Nevada,  with the
corporate power and authority to own,  lease,  and operate its properties and to
carry on its  business  as now being  conducted.  The copies of the  Articles of
Incorporation  and all  amendments  thereto of the Company,  as certified by the
Secretary  of State (or  equivalent  official)  of Nevada,  and the  Bylaws,  as
amended to date, of the Company,  as certified by its Secretary and delivered to
the  Company,  are  true,  complete,  and  correct  copies  of the  Articles  of
Incorporation and Bylaws, as amended and presently in effect, of the Company.

         (b)  AUTHORITY.  The Company has the  corporate  power and authority to
execute  and  deliver  this  Agreement  and  to  consummate   the   transactions
contemplated  hereby.  The  execution  and  delivery  by  the  Company  of  this
Agreement,  and the consummation of the transactions  contemplated  hereby, have
been  duly  authorized  by the  Board  of  Directors  of the  Company;  no other
corporate  proceedings on the part of the Company or any other person or entity,
whether pursuant to the Articles of Incorporation or Bylaws of the Company or by
law or  otherwise,  are  necessary to  authorize  the Company to enter into this
Agreement  or to  consummate  the  transactions  contemplated  hereby;  and this
Agreement is the legal, valid, and binding obligation of the Company.

         (c) NO  VIOLATIONS.  Neither  the  execution  nor the  delivery of this
Agreement nor the consummation of the transactions contemplated hereby:

              (i)  Requires  any  filing  or  registration   with,  or  consent,
authorization,  approval, or permit of, any governmental or regulatory authority
on the part of the Company;

              (ii)  Violates or will  violate (A) any order,  writ,  injunction,
judgment, decree, or award of any court or governmental or regulatory authority,
or (B) to the knowledge of the Company,  violates or will violate any law of any
governmental  or  regulatory  authority  to  which  the  Company  or  any of its
properties or assets are subject;

              (iii) Violates or will violate, or conflicts with or will conflict
with,  any  provision  of, or  constitutes  a default  under,  the  Articles  of
Incorporation or Bylaws of the Company; or

              (iv) Except as set forth on Schedule 3.2(c),  violates or breaches
or  constitutes  a default (or an event  which,  with notice or lapse of time or
both,  would  constitute a default) under, or give rise to a right to terminate,
any mortgage,  contract,  agreement,  deed of trust,  license,  lease,  or other
instrument, arrangement,  commitment, obligation,  understanding, or restriction
of any kind to which the  Company is a party or by which its  properties  may be
bound,  or  (ii)  will  cause,  or give  any  person  grounds  to  cause,  to be
accelerated  (with  notice  or lapse of time or both) the  maturity  of, or will
increase,  any liability or obligation of the Company which  violation,  breach,
default, liability, or obligation, individually or in the aggregate, is or would
be material to the business or financial  condition of the Company or the Travel
Centers Business taken as a whole.

                                       6
<PAGE>
                                   SECTION 4
                            COVENANTS OF THE PARTIES

     4.1 CONSENTS, PERMITS, ETC.

         (a) BOWLIN  (i) has  maintained  in full force and effect and  renewed,
when  required,  all  Permits,  and (ii) has  obtained,  or will  obtain  at the
earliest  practicable  date  hereafter,  all consents,  approvals,  governmental
filings,  authorizations,  and Permits necessary for (A) the consummation of the
transactions  contemplated by this Agreement,  and (B) the continued  conduct of
the Travel Centers Business by the Company after the Contribution  Date as it is
presently  conducted  by BOWLIN,  and  delivers  herewith,  or will deliver when
obtained  hereafter,  to the  Company  copies  of each such  consent,  approval,
governmental filing, authorization, and Permit.

         (b) To the  extent  that  any of  the  contracts,  leases,  agreements,
Permits,  plans,  commitments,  purchase orders,  or other binding  arrangements
relating to the Assets  cannot be assumed by or assigned to the Company  without
the consent of another  party,  and such consent has not been obtained as of the
Contribution Date, each of the parties hereto agrees to cooperate with the other
to obtain such  consents.  BOWLIN will promptly pay to the Company when received
all monies received by BOWLIN under any such agreements.

     4.2 EMPLOYEE MATTERS.

         (a) Schedule 4.2 sets forth a list of the name,  title,  current annual
compensation  rate (including  bonus and  commissions) of each employee  engaged
primarily in the  operation of the Bowlin Travel  Centers  Business (the "Travel
Centers  Business  Employees") as well as any employment,  consulting,  employee
confidentiality or similar agreements of each Travel Centers Business Employee.

         (b) The Company shall offer  employment with the Company to each of the
Travel Centers Business Employees on the same terms and conditions of employment
as they currently enjoy under Bowlin. All such Travel Centers Business Employees
who are offered  employment by the Company and who accept such employment  shall
be collectively referred to as the "Transferred Employees."

         (c) Except as specifically provided for in this Agreement,  the Company
covenants and agrees to assume all  responsibility and liability with respect to
the accrued benefits  (including any claims with respect to any medical benefits
that were  incurred  but not  reported  prior to the  Contribution  Date) of the
Travel  Centers  Business  Employees  (including  any  beneficiary  or dependent
thereof) under BOWLIN employee  welfare benefit plans,  employee pension benefit
plans,  and employee fringe benefit  arrangements  and any other  liabilities or
obligations  relating to BOWLIN  employee  benefits or  compensation  (including
accrued  vacation and sick pay, if any),  for periods  ending on or prior to the
Contribution Date.

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<PAGE>
         (d) On the Contribution Date, BOWLIN and the Company will enter into an
amendment (the "401(K)  AMENDMENT") to BOWLIN's 401(k) Plan (the "PLAN") whereby
the Company will (i)  expressly  assume the  obligation  to maintain the Plan as
successor employer, (ii) as soon as practicable after the closing of the Merger,
cause the assets held in the Plan accounts of employees  who remain  employed by
BOWLIN to be  transferred  from the Plan to The Lamar Savings and Profit Sharing
Plan  Trust,  (iii)  report the  transfer of Plan  assets to any  employees  and
regulatory  authorities as required by Applicable  Law. The Company will execute
any and all  documents  as needed for the 401(k)  Amendment  to comply  with IRS
requirements and will provide BOWLIN with copies of any IRS filings. The Company
will  provide  a list of all  participating  employees  to  BOWLIN  at  Closing.
Contemporaneously  with the  closing of the  Merger,  BOWLIN  will  execute  and
deliver a participation termination to the administrator of the Plan terminating
its participation in the Plan.

                                   SECTION 5
                  SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

     5.1 SURVIVAL.  The  representations,  and  warranties  of BOWLIN  contained
herein or in any  certificate or other writing  delivered  pursuant hereto or in
connection  herewith  will  not  survive  the  Closing.   The   representations,
warranties and covenants of the Company  contained herein and the obligations of
the Company arising under this Section 5, will survive indefinitely.

     5.2 INDEMNIFICATION BY THE COMPANY.  (a) The Company and its successors and
assigns,  jointly and  severally,  hereby agree to indemnify  and hold  harmless
BOWLIN,  and upon  consummation of the Merger,  Lamar,  and each of BOWLIN's and
Lamar's directors, officers, shareholders, employees, Affiliates, successors and
assigns (each a "BOWLIN  INDEMNITEE") and will reimburse the Bowlin  Indemnitees
for, from and against:

         (a) any and all losses, liabilities, claims, demands, penalties, fines,
settlements,  damages, or expenses  (including,  without  limitation,  interest,
penalties,  costs of preparation  and  investigation,  and the reasonable  fees,
disbursements and expenses of attorneys,  accountants and professional advisors)
(collectively, "LOSSES") incurred by any of the Bowlin Indemnitees:

              (i) arising under federal,  state or local  environmental laws and
arising out of or in connection with the Travel Center Business or the ownership
or operation of any of the Assets or Assumed Liabilities;

              (ii) resulting from any labor or employment dispute arising out of
or in connection  with the operation of the Travel Center  Business or otherwise
involving a Travel Centers Business Employee; and

              (iii) any  attempt  (whether or not  successful)  by any Person to
cause or require Bowlin to discharge or pay any Assumed Liability,  or otherwise
arising out of or relating to any Assumed Liability.

                                       8
<PAGE>
         (b)  any and  all  tax  liabilities  for  which  the  Company  provides
indemnification  to BOWLIN as set forth in the Tax Agreement between the Company
and  BOWLIN,  dated as of the date of this  Agreement  and  attached  hereto  as
EXHIBIT A.

     5.3 CONTROL OF LITIGATION.

         (a) The BOWLIN  Indemnitees  agree to give prompt notice to the Company
of the  assertion of any third party  claim,  or the  commencement  of any third
party suit,  action,  or proceeding in respect of which  indemnity may be sought
under SECTION 5.2 of this  Agreement  and of any Loss which any such  Indemnitee
deems to be reimbursable  under SECTION 5.2 of this Agreement  (specifying  with
reasonable  particularity  the basis  therefore)  and will give the Company such
information  with  respect  thereto  as  the  Company  may  reasonably  request;
PROVIDED,  HOWEVER, that the failure to give such notice by the Indemnitee shall
not  abrogate  Indemnitee's  rights  hereunder  unless such  failure  materially
impairs  the  rights or ability  of the  Company  to defend the suit,  action or
proceeding  or to  otherwise  provide  indemnification  to the  Indemnitee.  The
Company  may,  at its own  expense,  participate  in and,  upon  notice  to such
Indemnitee, assume the defense of any such suit, action or proceeding,  PROVIDED
that the Company's  counsel is reasonably  satisfactory to such Indemnitee.  The
Company shall  thereafter  consult with such Indemnitee  upon such  Indemnitee's
reasonable  request for such consultation from time to time with respect to such
suit,   action,  or  proceeding,   and  the  Company  shall  not,  without  such
Indemnitee's consent, which consent shall not be unreasonably  withheld,  settle
or  compromise  any such suit,  action or claim.  If the  Company  assumes  such
defense, such Indemnitees shall have the right (but not the duty) to participate
in the defense  thereof and to employ  counsel,  at their own expense,  separate
from the counsel employed by the Company. In the event that the Company,  within
ten days  after the  notice of any such  action or claim,  does not  assume  the
defense  thereof,  the Indemnitee  will have the right to undertake the defense,
compromise or settlement of any action,  claim or proceeding  for the account of
the Company. For any period during which the Company has not assumed the defense
thereof,  the  Company  shall be liable  for the fees and  expenses  of  counsel
employed by any Indemnitee.  If the Indemnitees conduct the defense thereof, the
Indemnitees shall consult with the Company upon the Company's reasonable request
for such  consultation  with respect to such suit,  action or proceeding and the
Indemnitees shall not, without the Company's consent, which consent shall not be
unreasonably  withheld,  settle or  compromise  any such suit,  action or claim.
Whether or not the Company chooses to defend or prosecute any claim,  all of the
parties hereto shall cooperate in the defense or prosecution thereof.

         (b) The  Company  shall not be liable  under  SECTION  5.2 hereof  with
respect to any Loss  resulting  from a claim or demand the  defense of which the
Company was not offered the  opportunity  to assume to the extent the  Company's
liability under SECTION 5.2 hereof is materially prejudiced as a result thereof.
No investigation by any BOWLIN Indemnitee or BOWLIN  Indemnitee  Affiliate prior
to the Contribution Date shall relieve the Company of any liability hereunder.

     5.4 TRANSFER  TAXES.  The Company shall pay, or cause to be paid, all Taxes
or  recording  fees  imposed on any  transfers  by BOWLIN of real  property  and
tangible  and  intangible   personal  property,   including  without  limitation
Intellectual Property, applicable to the transfers of the Assets contemplated by
this Agreement and all sales and use Taxes  applicable to transfers by BOWLIN of
the Assets contemplated by this Agreement.

                                       9
<PAGE>
                                    SECTION 6
                                   ARBITRATION

     If any dispute arises out of this Agreement,  the Company and BOWLIN shall,
upon the request of either  party,  attend a meeting in Baton  Rouge,  Louisiana
(or,  if the Merger has not been  consummated,  in  Albuquerque,  New Mexico) to
attempt a resolution  of the dispute.  If the Company and BOWLIN fail to resolve
all  differences  at the end of the  meeting,  they  will  jointly  request  the
American  Arbitration  Association  to appoint  an  arbitrator  in Baton  Rouge,
Louisiana  (or,  if the Merger has not been  consummated,  in  Albuquerque,  New
Mexico) to settle the  dispute in  accordance  with the  Commercial  Arbitration
Rules of the American  Arbitration  Association then in effect.  If either party
fails to join in making a joint  request for  arbitration,  then the other party
may make the  request  unilaterally  after  giving ten days  notice to the party
refusing  to join in the  request  for  arbitration.  The award  rendered by the
arbitrator(s)  shall be  final  and  judgment  upon the  award  rendered  by the
arbitrator(s) may be entered upon it in any court having  jurisdiction  thereof.
The  arbitrator(s)  shall  possess  the  powers to issue  mandatory  orders  and
restraining  orders in  connection  with such  arbitration.  The expenses of the
arbitration shall be borne by the losing party unless otherwise allocated by the
arbitrator(s);  PROVIDED,  HOWEVER, that if the dispute is resolved by agreement
of the  Company and BOWLIN  following  the  designation  of an  arbitrator,  the
Company  and BOWLIN  each will pay  one-half  of any costs and  expenses  of the
arbitrator already designated.  The agreement to arbitrate shall be specifically
enforceable under the prevailing  arbitration law. During the continuance of any
arbitration proceedings,  the parties shall continue to perform their respective
obligations under this Agreement.

                                   SECTION 7
                            MISCELLANEOUS PROVISIONS

     7.1 AMENDMENT AND MODIFICATION.  This Agreement may be amended, modified or
supplemented only by written agreement of the parties hereto.

     7.2 WAIVER OF COMPLIANCE;  CONSENTS.  Any failure of a party to comply with
any  obligation,  covenant,  agreement or condition  herein may be waived by the
other  party;  PROVIDED,  HOWEVER,  that any such  waiver  may be made 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 requests 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  7.2,  with  appropriate  notice  in
accordance with SECTION 7.7 of this Agreement.

     7.3  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.  Any party  may  assign  any of its  rights
hereunder  but only with the consent of the other party  hereto,  which  consent
shall not be unreasonably  withheld,  but no such assignment shall relieve it of
its obligations hereunder.  Nothing in this Agreement,  expressed or implied, is

                                       10
<PAGE>
intended or shall be construed to confer upon any person other than the parties,
any successors and permitted assigns,  any rights,  remedy, or claim under or by
reason of this Agreement or any provisions herein contained.

     7.4 FURTHER ASSURANCES.  From time to time, at the request of BOWLIN or the
Company and without further consideration,  each party, at its own expense, will
execute and deliver such other documents,  and take such other action, as BOWLIN
or the Company may reasonably  request in order to consummate  more  effectively
the transactions  contemplated  hereby.  BOWLIN hereby constitutes and appoints,
effective  as of the  Contribution  Date,  the  Company and its  successors  and
permitted  assigns as the true and lawful  attorney of BOWLIN with full power of
substitution  in the name of the  Company or in the name of BOWLIN,  but for the
benefit of the  Company,  to collect for the account of the Company any items of
Assets and to institute and prosecute all  proceedings  which the Company may in
its reasonable  discretion  deem proper in order to assert or enforce any right,
title or interest in, to or under the Assets,  and to defend or  compromise  any
and all actions,  suits,  or proceedings  in respect of the Assets.  The Company
shall be entitled to retain for its own account any amounts  collected  pursuant
to the foregoing  powers,  including any amounts  payable as interest in respect
thereof.  The  Company  shall,  in each  instance,  give notice to BOWLIN of its
exercise of the power of attorney granted to it under this Section 7.4.

     7.5  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the Laws of the  State of New  Mexico  (without  regard  to its
conflicts of law doctrines).

     7.6   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 and shall become a binding
Agreement when one or more of the  counterparts  have been signed by each of the
parties and delivered to the other party.

     7.7 NOTICES.  All notices and other  communications  hereunder  shall be in
writing  and shall be deemed to have  been duly  given if  delivered  by hand or
mailed by registered or certified mail (return receipt requested) to the parties
at the  following  addresses  (or at such other  address for a party as shall be
specified by like notice):

     Prior to the Merger

         If to BOWLIN:       BOWLIN Outdoor Advertising & Travel Centers,
                               Incorporated
                             150 Louisiana NE
                             Albuquerque, NM  87108
                             Attention:  President

         with a copy to:     Squire, Sanders & Dempsey L.L.P.
                             40 North Central Avenue, Suite 2700
                             Phoenix, Arizona  85004
                             Attention:  Christopher Johnson

                                       11
<PAGE>
     After the Merger

         If to BOWLIN        Lamar Advertising Company
                             5551 Corporate Boulevard
                             Baton Rouge, Louisiana 70808
                             Attn: James R. McIlwain
                             Facsimile transmission no.: (225) 926-1005

         With a copy to:     Jones, Walker, Waechter, Poitevent Carrere
                             & Denegre, L.L.P.
                             Fifth Floor, Four United Plaza
                             8555 United Plaza Boulevard
                             Baton Rouge, Louisiana 70809-7000
                             Attn: Brad J. Axelrod

         If to the Company:  Bowlin Travel Centers, Inc.
                             150 Louisiana NE
                             Albuquerque, NM  87108
                             Attention:  President

         with a copy to:     Squire, Sanders & Dempsey L.L.P.
                             40 North Central Avenue, Suite 2700
                             Phoenix, Arizona  85004
                             Attention:  Christopher Johnson

     7.8  SPECIFIC  PERFORMANCE.  Each of the  parties  acknowledge  that  money
damages  would not be a sufficient  remedy for any breach of this  Agreement and
that  irreparable  harm would  result if this  Agreement  were not  specifically
enforced.  Therefore,  the  rights and  obligations  of the  parties  under this
Agreement shall be enforceable by a decree of specific performance issued by any
court of  competent  jurisdiction,  and  appropriate  injunctive  relief  may be
applied for and granted in  connection  therewith.  A party's  right to specific
performance  shall be in  addition  to all  other  legal or  equitable  remedies
available  to such  party.

     7.9 HEADINGS.  The article and section headings contained in this Agreement
are for  reference  purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

     7.10 ENTIRE AGREEMENT. This Agreement, the Tax Agreement, and the exhibits,
schedules and other  documents and  instruments  referred to herein and therein,
embody the entire  agreement and  understanding of the parties hereto in respect
of the subject matter  contained herein and therein.  This Agreement  supersedes
all prior agreements and understandings between the parties with respect to such
subject matter.

                                       12
<PAGE>
     7.11  SEVERABILITY.  If any  one  or  more  provisions  contained  in  this
Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement,  but this Agreement shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.

     7.12  EXHIBITS.  All  Exhibits  and  Schedules  attached  hereto are hereby
incorporated in and made a part as if set forth in full herein.


                  [Remainder of page intentionally left blank]

                                       13
<PAGE>
         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement as of the day and year first above written.

                                   BOWLIN OUTDOOR  ADVERTISING & TRAVEL CENTERS,
                                   INCORPORATED,  a Nevada corporation


                                   /s/ Michael L. Bowlin
                                   ---------------------------------------------
                                   By:  Michael L. Bowlin
                                   Title: President and Chief Executive Officer



                                   BOWLIN TRAVEL CENTERS, INC., a Nevada
                                   corporation


                                   /s/ Michael L. Bowlin
                                   ---------------------------------------------
                                   By:  Michael L. Bowlin
                                   Its: President and Chief Executive Officer

                                       14
<PAGE>
                                   APPENDIX A

                                   DEFINITIONS

     For the purpose of this  Agreement,  the following terms have the following
meanings:

     "AFFILIATE"  means,  with  respect to any  person,  any person  directly or
indirectly  controlling,  controlled by, or under common control with such other
person .

     "ASSETS" has the meaning ascribed to it in Section 1.1(a) of the Agreement.

     "ASSUMED  LIABILITIES" has the meaning ascribed to it in Section 1.3 of the
Agreement.

     "CLAIMS" means all rights, claims,  credits, causes of action, or rights of
setoff against third parties relating solely to the Assets,  including,  without
limitation, unliquidated rights under manufacturers' and vendors' warranties and
the Travel Centers Business.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "CONTRIBUTION  DATE" means the date on which BOWLIN  contributes the Assets
to the  Company  and the  Company  assumes  the  Assumed  Liabilities  under the
Agreement.

     "CONTRIBUTED  BUSINESS  BALANCE  SHEET" means the balance  sheet of BOWLIN,
setting forth the assets,  liabilities  and  shareholder's  equity of the Travel
Centers Business, dated as of the Contribution Date.

     "CONVEYANCE  INSTRUMENTS" means all documents or instruments of assignment,
transfer,  or conveyance,  in each case dated as of the Contribution Date as the
parties  and  their  respective  counsel  shall  reasonably  deem  necessary  or
appropriate to vest in or confirm title to the Assets to the Company.

     "EQUIPMENT" means the machinery,  equipment, furniture, vehicles, and other
tangible  property  (including,  without  limitation,  maintenance and operating
supplies,  fuel,  and spare  parts for such  machinery  and  equipment)  used in
connection with the Travel Centers Business.

     "EXCLUDED  LIABILITIES" means all liabilities and obligations of BOWLIN (or
any  predecessor  owner of all or part of its  business  and assets) of whatever
nature whether  presently in existence or arising after the  Contribution  date,
that are not Assumed Liabilities.

     "FACES" means the outdoor advertising faces and underlying structures owned
or  leased  by BOWLIN on the  Contribution  Date and used  solely in the  Travel
Centers Business.

     "FILES AND RECORDS" means originals or copies of all books, records, files,
and papers,  whether in hard copy or computer format, used in the Travel Centers
Business,  including without limitation,  engineering  information,  manuals and
<PAGE>
data, sales and advertising materials, sales and purchase correspondence,  lists
of present and former suppliers,  and personnel and employment records and, with
respect to information  relating to any Tax, only  information that is necessary
for the  preparation  of Tax  returns  to be  filed  by the  Company  after  the
Contribution Date or the determination of the tax basis of the Assets.

     "INDEMNITOR" means the Company, as obligated pursuant to Section 5.2.

     "INTANGIBLE PROPERTY" means those patents,  copyrights,  trademarks,  trade
names, technology,  know-how, processes, trade secrets, inventions,  proprietary
data, formulae,  research and development data, computer software programs,  and
other intangible property,  and any applications for the same, used primarily in
the Travel Centers  Business  (including use of and any right in and to the name
"BOWLIN") and all goodwill associated with such intangible property.

     "INVENTORY"  means  the raw  materials,  finished  goods,  work-in-process,
supplies, and inventories, with respect to the Travel Centers Business.

     "LEASED  PROPERTY"  means real property leased by BOWLIN and used primarily
in the Travel Centers  Business,  together with all fixtures,  office equipment,
furnishings, furniture, and other tangible property located at such property.

     "LEASES" means all leases for the Leased Properties.

     "MERGER  AGREEMENT"  means  the  Agreement  and Plan of Merger by and among
BOWLIN, Lamar Advertising Company, and Lamar Southwest Acquisition  Corporation,
dated as of October 3, 2000.

     "PERMITS"  means all  certificates  of  occupancy  and  other  transferable
licenses, permits,  registrations,  authorizations,  use agreements,  orders, or
approvals  of  governmental  or  quasi-governmental   agencies  and  authorities
(whether  federal,  state,  local,  municipal,  or foreign)  or private  parties
relating solely to the construction,  use, operation, or enjoyment of the Travel
Centers Business.

     "PERSON" or "PERSON" means an  individual,  firm,  corporation,  general or
limited partnership,  limited liability company,  limited liability partnership,
joint   venture,   trust,   governmental   authority   or   body,   association,
unincorporated organization or other entity.

     "REAL  PROPERTY"  means the 15 travel  centers owned by BOWLIN and the real
property listed and described in SCHEDULE 1.1(A)(I)

     "RECEIVABLES"  means all  accounts  receivable  arising out of sales in the
ordinary and usual course of the operation of the Travel Centers  Business prior
to the close of business on the Contribution Date.

                                      A-2
<PAGE>
     "RIGHTS" means those contracts,  agreements,  leases,  licenses,  and other
instruments,  arrangements  and  commitments  being  assumed by the Company with
respect to the Assets pursuant to SECTION 1.3 of this Agreement.

     "SPIN-OFF"  means the distribution by BOWLIN of its shares of the Company's
common stock to the shareholders of BOWLIN.

     "TAX" means (i) any net income,  alternative  or add-on  minimum tax, gross
income,  gross receipts,  sales, use, ad valorem,  franchise,  capital,  paid-up
capital, profits, greenmail, license, withholding,  payroll, employment, excise,
severance,  stamp,  occupation,  premium,  property,  environmental  or windfall
profit  tax,  custom,  duty,  or other  tax,  governmental  fee,  or other  like
assessment or charge of any kind  whatsoever,  together with any interest or any
penalty,  addition  to tax, or  additional  amount  imposed by any  governmental
authority  responsible for the imposition of any such tax (domestic or foreign),
and (ii)  liability for the payment of any amounts of the type  described in (i)
as a result of any express obligations to indemnify any other person.

     "TAX RETURN" i.e. means any return, declaration,  report, claim for refund,
or information  return or statement  relating to any Tax, including any schedule
or attachment thereto, and including any amendment thereof.

     "TRAVEL CENTERS BUSINESS  EMPLOYEES" means each employee engaged  primarily
in the operation of the Bowlin Travel Centers Business and set forth on Schedule
4.2.

     "TRANSFERRED EMPLOYEES" means all Travel Centers Business Employees who are
offered employment by the Company and who accept such employment.

                                      A-3