Exhibit 10.28

                   AMENDED AND RESTATED MASTER LOAN AGREEMENT

     This Master Loan Agreement  dated  effective  November 10, 2000, is between
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED ("BOA"),  BOWLIN TRAVEL
CENTERS, INC. ("BTC") (collectively, the "Borrowers") and FIRST SECURITY BANK OF
NEW MEXICO,  N.A. ("Bank"),  a national banking  association and is an amendment
and restatement of the Master Loan Agreement dated effective  November 10, 1998.
In  consideration  of the mutual  covenants  and  agreements  contained  in this
Agreement  and for other good and valuable  consideration,  the Borrower and the
Bank agree:

SECTION 1 - DEFINITIONS.

     As used in this  Agreement,  the following  terms shall have the respective
meanings indicated:

     1.01 AGREEMENT means this Amended and Restated Master Loan Agreement.

     1.02 BANK means First Security Bank of New Mexico,  N.A. and its successors
and assigns.

     1.03 BORROWERS mean,  individually  and  collectively,  both Bowlin Outdoor
Advertising & Travel Centers  Incorporated  ("BOA"),  a Nevada corporation whose
office and principle place of business is 150 Louisiana  Blvd, NE,  Albuquerque,
NM 87108,  and its  successors  and assigns,  AND Bowlin  Travel  Centers,  Inc.
("BTC"),  a newly formed Nevada corporation and a wholly owned subsidiary of BOA
with  its  principal   place  of  business  also  at  150  Louisiana  Blvd,  NE,
Albuquerque, NM 87108 and its successors and assigns.

     1.04  BORROWERS'  RESOLUTIONS  AND APPROVALS  mean,  the  resolutions  duly
adopted  by the  Borrower  authorizing  and  consenting  to the  Loan and to the
execution and delivery of the Loan Documents. The Borrower's Resolutions must be
evidenced by resolutions and authorizations in form acceptable to the Bank.

     1.05 BUSINESS DAY means a day when the Bank is open for business.

     1.06 CLOSING AND CLOSING DATE mean the effective date of November 10, 2000.

     1.07  GOVERNMENTAL  AUTHORITY  means the United  States of America  and any
state  government;  any  political  subdivision  of any of the foregoing and any
agency, department,  commission, board, bureau or instrumentality of any of them
which now or hereafter exercises jurisdiction over the Borrower.

     1.08  LOAN  means,  collectively  all loans  from the Bank to the  Borrower
described in this Agreement, evidenced by the Notes or other Loan Documents.
<PAGE>
     1.09 COMMITMENT means the written commitment letter dated October 10, 2000,
from the Bank,  accepted October 11, 2000, by BOA outlining the general proposed
structure for the BOA/BTC credit facilities.

     1.10 LOAN  DOCUMENT(S)  means  this  Agreement,  the  Notes,  and all other
security interest, deeds of trust, pledges, mortgages, assignments,  collateral,
lien, lien perfection,  lien protection,  or instruments  executed in connection
with or as  security  for the  payment  of the  Loan or for  performance  of the
Borrower's  Obligations  under  this  Agreement,  or for both such  payment  and
performance and all renewals, extensions, modifications and amendments of any of
the foregoing.  Such term also includes any of the foregoing types or categories
of  documents  created,  executed,  or  required  after  Closing  as  part of or
contemplated by the Loan, this Agreement, or which is hereafter made pursuant to
this Agreement.

     1.11 NOTE(S) means  individually  and  collectively  all of the  promissory
notes, or obligations referred or in the form attached as follows,  executed and
delivered to the Bank by the Borrower, together with all extensions, amendments,
modifications,  revisions,  replacements, and substitutions thereof permitted by
the Bank:

     a.)  The  existing  Notes  by BOA to  the  Bank  listed  in  EXHIBIT  1.11,
          including  those notes  modified by a Promissory  Note Change in Terms
          Agreement.

     b.)  The new notes to BTC listed in EXHIBIT 1.11.

     c.)  Any new notes hereafter created,  executed,  and delivered by Borrower
          and accepted by the Bank.

     1.12 OBLIGATIONS means all obligations of the Borrower:

     a.)  To pay the  principal  of, and  interest on, each Note and any Renewal
          Note in  accordance  with their  respective  terms,  now  existing  or
          existing in the future, and to satisfy all of its other liabilities to
          the Bank  whether  hereunder  or  otherwise,  whether now  existing or
          hereafter incurred, matured or unmatured, direct or contingent,  joint
          or several, including any extensions,  modifications, renewals thereof
          and substitutions therefor;

     b.)  To repay to the Bank all  amounts  advanced by the Bank  hereunder  or
          otherwise  on  behalf  of  the   Borrower,   including,   but  without
          limitation,  advances for Loan Fees, principal or interest payments to
          prior secured parties or lienholders, or for taxes or levies; and

     c.)  To reimburse the Bank, on demand,  for all of the Bank's  expenses and
          costs,  including the reasonable fees and expenses of its counsel,  in
          connection  with  the  administration,   amendment,   modification  or
          enforcement  of the Loan  Documents  and any  documents  evidencing or
          relating  to  a  Renewal  Note,  including,  without  limitation,  any
          proceeding  brought or  threatened  to  enforce  payment of any of the
          Obligations.

                                        2
<PAGE>
     d.)  To pay all other  liabilities  and  indebtedness  and to  perform  all
          obligations and duties to the Bank required in any Loan Document or by
          any other contractual agreement with the Bank.

     1.13 RENEWAL NOTE means any  promissory  note executed and delivered by the
Borrower  to the Bank in  connection  with a renewal,  extension,  modification,
amendment,  revision, replacement or substitution of any Note in accordance with
the terms of this Agreement.

SECTION 2 - THE LOAN.

     2.01 PURPOSE OF THE LOAN  RESTRUCTURING.  BOA is presently  indebted to the
Bank on a number of loans pursuant to the Master Loan Agreement  dated effective
November 10, 1998. BOA has formed BTC, as a wholly owned subsidiary,  and has in
process,  several fundamental  changes to its present business structure,  which
include:

     a.)  Separation of its outdoor  advertising and travel center activities by
          transferring all travel center assets  including its Albuquerque,  New
          Mexico office building to BTC,

     b.)  To apportion  and divide the existing  loans with the Bank between BOA
          and BTC based on the  allocations  and  calculations  prepared  by the
          Borrower and its accountants as outlined in the Commitment,

     c.)  That such  apportionment  will include transfer of some existing notes
          in whole and the division and apportionment of parts of existing notes
          to BTC as the  primary  Borrower.  (BTC will be added as a co-maker on
          all notes which will  remain  with BOA,  and BOA will be a co-maker on
          all notes made to BTC),

     d.)  All assets of the Borrower,  including the outdoor  advertising assets
          of BOA and the travel  center and office assets of BTC will secure the
          Notes to the Borrower,

     e.)  All collateral documents will contain  cross-collateralization clauses
          and will secure  repayment  of all Notes to the Borrower and all Notes
          and all Collateral Documents will contain  cross-default clauses as to
          both Borrowers,

     f.)  BOA has entered into an Agreement and Plan of Merger, dated October 3,
          2000, with Lamar  Advertising  Company ("Lamar") to exchange shares of
          BOA for  shares of Lamar ( the "BOA  Merger").  BOA  anticipates  that
          under the terms of the  proposed  BOA Merger,  that the balance of all
          BOA's term Notes will be paid in full by March 31, 2001,

     g.)  In  consideration  for such payment of the BOA term Notes from the BOA
          Merger,  the Bank will,  provided  no Event of Default  has  occurred,
          release its lien on all BOA assets and release BOA as a co-borrower on
          the BTC Notes,

                                        3
<PAGE>
     h.)  Pending closing of the BOA Merger,  and payment on the BOA term Notes,
          the  undisbursed  portions  of  certain  of the BOA and BTC  Notes are
          restricted as detailed in this Agreement.

     2.02 AMENDMENT AND RESTATEMENT OF MASTER LOAN AGREEMENT.  This Agreement is
an amendment and  restatement  of the Master Loan  Agreement  dated November 10,
1998 and the language, terms and provisions of this amended and restated version
shall control for all purposes.

     2.03 RIGHT OF  SET-OFF.  Collateral  includes  the Bank's  right of set-off
against  any  balance or share  belonging  to  Borrower  of any deposit or other
account with the Bank, notwithstanding any other security for the Loan.

     2.04  INTEREST  RATES.  Interest  shall  accrue on each Note at the rate or
index  specified in such Note as established at the time the Note is executed or
later  changed and in accordance  with the terms of such Note.  The Bank may, at
its option,  calculate and charge interest as though each payment is made on the
payment due date with principal reductions effective as of the date of receipt.

     2.05 REPAYMENT OF NOTES.  Each Note shall be due and payable on the date(s)
specified in the Note and in  accordance  with the terms  thereof.  All payments
shall be paid directly to the Bank in immediately available funds. Alternatively
and at its sole discretion,  the Bank may charge any deposit account of Borrower
for  all or any  part  of the  Obligations  due or  declared  due.  The  records
maintained  by the Bank shall be deemed to be evidence of the date of the amount
of each payment on each Note and the other Obligations.  Payments may be applied
to a Note in such  amounts  and in such  order or  priority  as the  Bank  deems
necessary and as provided in the Note or in this Agreement. Additional principal
payments on certain notes may be required  based on the  Borrower's  earnings as
provided in Section 3.01(l), below.

     2.06  COMMITMENT  AND  LOAN  FEES.  Borrower  shall  pay to  the  following
non-refundable fees in connection with the Loan:

          i.)   $20,000.00 paid upon acceptance of the Commitment Letter

          ii.)  $20,000.00 payable at Closing, and

          iii.) If the proposed BOA Merger, including  payment of the BOA Notes,
                does  not  occur  by  March  31,  2001,  an  additional  fee  of
                $20,000.00  is  payable  by the Borrower to the Bank on April 1,
                2001.

     2.07 OTHER FEES AND COSTS:  the Borrower will reimburse the Bank at Closing
for all out-of-pocket expenses and costs incurred by the Bank in connection with
this Loan including the cost of all lien creation,  lien searches,  filing,  and
recording   fees,  any  title   insurance,   title   endorsements,   appraisals,
environmental,  any legal fees and expenses,  and preparation and review of this

                                        4
<PAGE>
Agreement  and other  Loan  Documents.  The  Bank's  legal  fees will not exceed
$20,000.00  (plus costs and applicable  tax) of which $8,895.00 has already been
paid. The Borrower will promptly  reimburse the Bank after Closing for such cost
and expense  amounts  not  available  at Closing or  incurred  after the date of
Closing.

SECTION 3 - COVENANTS OF THE BORROWER.

     3.01 AFFIRMATIVE  COVENANTS.  So long as any Obligations remain unpaid, the
Borrower will, unless the Bank shall otherwise consent in writing:

     a.)  COMPLIANCE WITH LAWS, ETC. Comply,  and cause each of its subsidiaries
          to comply, in all material respects with (i) all material laws, rules,
          regulations and orders (including,  without limitation,  ERISA and all
          applicable  environmental  laws)  and  (ii)  all  other  laws,  rules,
          regulations and orders, promptly upon discovery of any non-compliance.

     b.)  PAYMENT  OF TAXES,  ETC.  Pay and  discharge,  and  cause  each of its
          subsidiaries  to pay and  discharge,  before  the  same  shall  become
          delinquent,  (i) all taxes,  assessments and  governmental  charges or
          levies imposed upon it or upon its property  PROVIDED,  HOWEVER,  that
          neither the Borrower nor any of its subsidiaries  shall be required to
          pay or  discharge  any such tax,  assessment,  charge or claim that is
          being  contested  in good  faith and by proper  proceedings  and as to
          which appropriate reserves are being maintained.

     c.)  MAINTENANCE OF INSURANCE. Maintain, and cause each of its subsidiaries
          to  maintain,  insurance  with  responsible  and  reputable  insurance
          companies or associations,  in such amounts and covering such risks as
          is  acceptable  to the Bank,  and not less than the usual  amounts and
          coverage types carried by companies engaged in similar  businesses and
          owning  similar  properties  in the same  general  areas in which  the
          Borrower  or  such   subsidiary   operates.   The   Borrower  and  all
          subsidiaries  may  maintain   reasonable  amounts  of  self  insurance
          consistent with their financial condition and other relevant criteria,
          provided that any such self  insurance must be approved by the Bank in
          writing.

     d.)  PRESERVATION  OF  CORPORATE  EXISTENCE  AND  APPROVALS.  Preserve  and
          maintain,  and cause each of its subsidiaries to preserve and maintain
          (i)  its  corporate   existence,   rights   (charter  and  statutory),
          franchises and privileges in the  jurisdiction  of its  incorporation,
          and qualify and remain qualified,  and causes each of its subsidiaries
          to qualify  and remain  qualified,  as a foreign  corporation  in each
          jurisdiction in which such  qualification is necessary or desirable in
          view  of  its  business  and   operations  or  the  ownership  of  its
          properties.

     e.)  MAINTENANCE OF PROPERTIES,  ETC. Maintain and preserve, and cause each
          of its  subsidiaries  to maintain and preserve,  all of its properties
          that are used or useful in the conduct of its business in good working
          order and condition, ordinary wear and tear excepted.

     f.)  PERFORMANCE OF OTHER OBLIGATIONS. Perform and observe all of the terms
          and provisions of all other loans,  debts and obligations to all other
          lenders and creditors except  liabilities not exceeding $100,000 being
          contested in good faith.

                                        5
<PAGE>
     g.)  TRANSACTIONS  WITH  AFFILIATES.   Conduct,   and  cause  each  of  its
          subsidiaries to conduct, all transactions with any of their affiliates
          on terms that are fair and  reasonable  and no less  favorable  to the
          Borrower  or such  subsidiary  than it would  obtain  in a  comparable
          arm's-length transaction with a person not an affiliate.

     h.)  FINANCIAL  RATIO   COVENANTS.   BOA,  and  BTC,  shall  each  maintain
          individually,  and on a consolidated basis (with intercompany  related
          transactions  eliminated)  during the term of this  Loan,  each of the
          following minimum financial ratios:

          i.   Minimum debt coverage ratio of 1.15 to 1.0

          ii.  Minimum interest coverage ratio of 1.5 to 1.0

          iii. Net worth of company must  increase by at least 50% of net profit
               on an annual basis.

          iv.  Tangible leverage ratio of not more than 3.5 to 1.0

          v.   For  purposes  of   calculating   these  ratios,   the  following
               definitions and formulas apply:

                    "Earnings"   means   earnings   before   interest,    taxes,
                    depreciation and amortization.

                    "Interest   Coverage   Ratio"  means  earnings   divided  by
                    (Interest expense (+) taxes).

                    "Debt Coverage Ratio" means earnings  divided by (Prior year
                    current  maturities  of long term debt (+) interest  expense
                    (+) taxes).

                    "Tangible Leverage Ratio" means total liabilities / tangible
                    net  worth.  Tangible  net  worth is  defined  as the sum of
                    (Capital stock, paid in capital and retained  earnings) Less
                    the sum of a good will or other intangible assets.

               All  ratios  will be  calculated  quarterly  from the  Borrower's
               fiscal quarter reviewed  statements with income and expense items
               annualized.

     i.)  The Borrower shall furnish to the Bank:

          i.)  as soon as possible  and in any event  within five days after the
               occurrence of each Default or Event of Default  continuing on the
               date  of such  statement,  a  statement  by the  chief  financial
               officer of the Borrower setting forth details of such Default and
               the action that the  Borrower has taken and proposes to take with
               respect thereto;

                                        6
<PAGE>
          ii.) as soon as  available  and in any event  within 50 days after the
               end of each of the first  three  fiscal  quarters  of each fiscal
               year  of the  Borrower,  a copy of the  10-Q  and  other  related
               filings  submitted by the Borrower to the Securities and Exchange
               Commission (the "SEC");

          iii) as soon as  available  and in any event  within 90 days after the
               end of each  fiscal  year of the  Borrower,  a copy of the annual
               10-K  submitted  by the  Borrower  to  the  SEC  to  include  the
               Borrower's  audited  financial   statements  and  all  schedules,
               accounts, opinions, and notes;

          iv)  promptly after the commencement  thereof,  notice of all actions,
               suits and  proceedings  threatened or pending before any court or
               governmental  department,  commission,  board, bureau,  agency or
               instrumentality,  domestic or foreign,  materially  affecting the
               Borrower or any of its subsidiaries;

          v)   promptly after the sending or filing thereof, copies of all proxy
               statements,  other  financial  statements  and  reports  that the
               Borrower  sends to its  stockholders,  and copies of all regular,
               periodic and special reports, and all registration statements and
               other reports or  information,  that the Borrower  files with the
               Securities and Exchange Commission or any governmental  authority
               that may be substituted therefor, or with any national securities
               exchange;

          vi)  promptly after the furnishing thereof, copies of any statement or
               report  furnished  to any other holder of the  securities  of the
               Borrower  or of any  of  its  subsidiaries  with  respect  to any
               pending or potential  non-compliance  with the terms of any other
               indenture, loan or credit or similar agreement, and not otherwise
               required to be  furnished  to the  Lenders  pursuant to any other
               clause of this Section;

     j.)  EXAMINATION  RIGHTS. At any reasonable time and from time to time, the
          Bank shall have the right to,  (i) to examine  and make  copies of and
          abstracts  from the  records  and books of  account  of, and visit the
          properties  of,  the  Borrower  or any such  subsidiary  and,  (ii) to
          discuss the affairs,  finances and accounts of the Borrower and any of
          its  subsidiaries  with any of their  officers or  directors  and with
          their independent certified public accountants.

     k.)  BOOKS AND RECORDS.  Keep, and cause each of its  subsidiaries to keep,
          proper books of record and account,  in which full and correct entries
          shall  be made  of all  financial  transactions  and  the  assets  and
          business of the Borrower and each such  subsidiary in accordance  with
          GAAP.

                                        7
<PAGE>
     l.)  ADDITIONAL  DEBT  SERVICE  BASED  ON  EXCESS  CASH  FLOW.   Additional
          principal  payment of up to $400,000 per year,  applied to the balance
          of the BOA Term Note  Number  9015.  Provided no default  exists,  the
          Borrower may direct which Note(s) the additional payments will reduce.
          Excess Cash Flow means 50% of the excess  EBITDA  above the 1.3 to 1.0
          debt service  coverage ratio  (calculated  as of the Company's  fiscal
          year-end) up to the maximum amount of $400,000.  The  additional  debt
          service  payments will be due annually  beginning May 1, 2001, for the
          fiscal year ending  January 31,  2001.  Upon closing of the BOA Merger
          and payment of the BOA Notes,  this provision is eliminated and shall,
          thereafter, not apply to BTC.

     m.)  LIST OF BILLBOARDS  AND  LOCATIONS.  The Borrower shall provide to the
          Bank  annually,  within  30 days of the end of the  Borrower's  fiscal
          year, a listing of all of  Borrower's  Billboards by state and county.
          The initial list shall include the specific  property address or legal
          description  and for  Billboards  located  on sites  not  owned by the
          Borrower,  the name and  address  of the  property  owner,  lessor  or
          licensor of the site.

     n.)  BILLBOARD  RECEIVABLES  LISTING.  At the Bank's written  request,  the
          Borrower  shall  provide to the Bank  within 10 days of the receipt of
          the  request,   a  listing  of  all   receivables  for  all  Billboard
          advertising  contracts,  leases,  rentals and  revenues to include the
          name and address of the obligor and an aging of the receivables.

     o.)  ADDITIONAL LOAN DOCUMENTS.  The Borrower shall immediately execute and
          deliver any additional or further Loan Documents which the Bank in its
          sole discretion determines necessary to create, document,  perfect, or
          insure the lien  priority as to any of the  collateral,  lien, or lien
          perfection  interests  contemplated  or referenced in this  Agreement,
          including any exhibit hereto.  Additional documents may, at the Bank's
          option,  include  documents  to create or  perfect  liens as to travel
          centers, Billboard sites, and leasehold interest to be filed in county
          real property records.

     p.)  SUBORDINATION OF SELLER FINANCING.  Any lien(s) or security  interests
          in favor of any  seller  to secure  repayment  of any  portion  of the
          purchase of  billboard  or outdoor  advertising  assets or  businesses
          shall be subordinated to the Bank. The  subordination  amount shall be
          equal to all down payments and principal  payments made  thereafter on
          such financing.

     q.)  LIBOR RATE NOTES;  INDEMNIFICATION  FOR  PREPAYMENTS.  If the Borrower
          elects to prepay any portion of any Note for which the  interest  rate
          is based on the London  Interbank  Offered  Rate  ("LIBOR"),  all such
          prepayments  shall be subject to, and shall  require that the Borrower
          pay to the Bank at the time of such prepayment, an amount(s) which the
          Bank  reasonably  determines  will be sufficient to compensate for any
          loss,  cost,  expense or risk  incurred by the Bank as a result of the
          Borrower's  prepayment(s)  prior to the expiration of applicable LIBOR
          Rate  Period  elected.  The Bank  will  provide  to the  Borrower  its
          calculation of such cost.  Additional debt service  payments  required
          under  subsection  3.01(l),  above,  are not  prepayments  under  this
          provision.

                                        8
<PAGE>
SECTION 3.02 NEGATIVE  COVENANTS.  So long as any obligations remain unpaid, the
Borrower will not, without the prior written consent of the Bank:

     a.)  MERGERS, ETC. Except as contemplated by the proposed BOA Merger, merge
          with or into or consolidate with or into any other entity,  or acquire
          all or substantially all of the assets of any non-outdoor  advertising
          or  non-travel  center  business  or  entity,  or  permit  any  of its
          subsidiaries  to do so, except that (i) any subsidiary of the Borrower
          may merge or consolidate  with or into or acquire assets of, any other
          subsidiary of the Borrower and (ii) any of the Borrower's subsidiaries
          may  merge  into or  dispose  of  assets  to the  Borrower;  PROVIDED,
          HOWEVER,  that in each case,  immediately after giving effect thereto,
          no Event of Default would exist, and in the case of any such merger to
          which  the  Borrower  is  a  party,  the  Borrower  is  the  surviving
          corporation.

     b.)  SALES,  PLEDGE,   TRANSFER  OF  ASSETS.  Sell,  pledge,  grant  liens,
          mortgages,  deeds of trust  or  security  interests  in,  transfer  or
          otherwise  dispose  of, or  permit  any of its  subsidiaries  to sell,
          transfer,  or  otherwise  dispose  of, any of its  assets  (including,
          without limitation, all or substantially all of its assets, whether in
          one  transaction  or a series of related  transactions)  except (i) in
          connection with a transaction  authorized by this  Agreement;  or (ii)
          sale,  transfer or  disposition  of assets,  having an aggregate  book
          value of not more than $500,000 in any fiscal year.  (In no event will
          any such sale of assets  allowed  by this  subsection  be at less than
          fair market value.) The Bank acknowledges that it has consented to the
          formation  of BTC,  transfer  of assets by BOA to BTC,  and to the BOA
          Merger.

     c.)  INVESTMENTS IN OTHER ENTITIES. Make or hold, or permit the Borrower or
          any of its  subsidiaries  to make or hold, any investment in any other
          entity  in  excess of  $500,000,  without  the  Bank's  prior  written
          consent.   This  restriction  shall  not  prevent  the  Borrower  from
          purchasing,  acquiring  a travel  centers  or  billboard  business(es)
          allowed under the terms of this Agreement.

     d.)  CHANGE IN NATURE OF BUSINESS.  Except in connection with  transactions
          permitted under Section 3.02(b) and (c) above,  make, or permit any of
          its  subsidiaries  to make,  any material  change in the nature of its
          business as carried on at the date hereof.

     e.)  ACCOUNTING CHANGES.  Make or permit, or permit any of its subsidiaries
          to make or permit,  any change in  accounting  policies  or  reporting
          practices, except as required by GAAP, or as permitted by GAAP, unless
          the amounts involved or the resulting changes are not material.

     f.)  LIMITATION ON OTHER  BORROWINGS.  The Borrower shall not,  except with
          the Bank's prior written consent:

          i)   incur, assume or otherwise become obligated on loans, borrowings,
               debts, leases, or other financing with any person or entity in an
               amount  exceeding  the  aggregate of $750,000 per fiscal year and
               the aggregate  maximum  amount of  $1,500,000.  (Such  obligation
               limits do not include amounts due to vendors for fuels, supplies,
               materials,  labor,  and  similar  day to day  operating  expenses
               incurred in the ordinary  course of the Borrower's  travel center
               and outdoor advertising business), or

                                        9
<PAGE>
          ii)  incur any  indebtedness  or other  obligations  to any  lender to
               finance the  acquisition of any outdoor  advertising  business or
               billboards, or

          iii) incur  any  indebtedness  or other  obligations  to the  owner or
               seller of any  single or  related  group of  outdoor  advertising
               assets or  businesses  to finance  the  purchase  of such  assets
               (seller  financing)  in  excess  of  $750,000  and in no event in
               excess of the aggregate maximum amount of $1,500,000 for all such
               types of indebtedness.

     g.)  EXECUTIVE  MANAGEMENT.  The Bank is relying,  as a material  factor to
          grant the  restructure  requested  by the  Borrower  and commit to the
          terms and conditions contained in this Agreement including the release
          of collateral upon payment of certain indebtedness as detailed herein,
          on the  experience  and expertise of Michael  Bowlin and Chris Bess as
          executive  management  of BTC,  and of BOA,  until  Closing on the BOA
          Merger and payment of all BOA Notes.  Therefore,  in the event  either
          one or both of them is, for any reason,  no longer  willing or able to
          serve as  executive  management  for the Borrower for any reason other
          than their death or incapacity,  the Bank shall have the option,  upon
          30 days  written  notice,  to declare all sums due and owing under the
          Notes, and all other  Obligations of the Borrower  immediately due and
          payable in full and the failure to pay all such amounts  within 5 days
          of the date due shall  constitute  an Event of Default  under  section
          6.01(a) of this Agreement.

SECTION 4 - ADVANCES ON LINES.

     Provided no Default  exists,  provided the  Borrower has compiled  with and
observed all  covenants,  requirements  and  conditions of this  Agreement,  and
provided  the  Borrower  is not  prohibited  from  doing so by any  Governmental
Authority, Borrower may request advances on the various Lines as provided below.
The Bank shall have no obligation to make  advances,  which would;  1) cause the
aggregate  outstanding  principal  balance of the Notes to exceed the applicable
maximum loan amount for that Line, or 2) be inconsistent with any restriction or
provision of this Agreement.  Specific conditions and restrictions are contained
in Exhibit 5.03.

SECTION 5 - COLLATERAL.

     5.01  COLLATERAL.  The Bank and the  Borrower  intend  and  agree  that the
collateral for this Loan is a first lien (except where a second or inferior lien
position is specifically referenced) on all of the assets of each Borrower, both
real and  personal,  tangible  and  intangible,  ( excluding  however,  all fuel
storage  tanks and  connecting  lines  including  underground  storage tanks and
connecting  lines,  systems and plumbing)  and including all currently  owned or
later acquired  subsidiaries.  Such  collateral  secures all  Obligations of the
Borrower to the Bank and includes,  but is not limited to, the following  liens,
mortgages, security interests and other collateral documents:

     a.)  All  existing   collateral   documents  and  lien  interests   listed,
          referenced or created with the Master Loan  Agreement  dated  November
          10, 1998, all collateral documents, lien interests granted prior to or
          subsequent to such  agreement  including,  but not limited to all real
          estate,  personal  property,  real and  intangible  interests  and all
          insurance policies and coverages on BOA's assets.

                                       10
<PAGE>
     b.)  A first real estate mortgage (or deed of trust,  leasehold mortgage or
          leasehold deed of trust) on the real property and improvements for all
          real  property  now owned by BTC  including  the  travel  centers  and
          Albuquerque  office as listed in EXHIBIT  5.01(B)  and  including  the
          Mortgage title policies  insuring such mortgages in the amounts listed
          and in form acceptable to the Bank.

     c.)  The  security  interests,  liens,  pledges,   assignments,   leasehold
          mortgages, leasehold deeds of trust, second or inferior mortgages, and
          other collateral  interests  granted,  previously by BOA together with
          all such  liens and  interests  granted  to the Bank by BOA and BTC as
          part of this closing,  as referenced in this  Agreement,  and all such
          liens and interests  which may hereafter by granted by Borrower to the
          Bank.

     d.)  Insurance  coverage and loss payee  provisions  for all of  Borrower's
          assets which are collateral for the Loans.

     e.)  Collateral  liens on any travel  centers  purchased,  constructed,  or
          remodeled on Outdoor Acquisition Assets, and any additional collateral
          liens which the Bank requires the Borrower to grant to the Bank during
          the term of the Loan  including  real estate lien and lien  perfection
          documents on billboard site leases.

     5.02 RELEASE OF BOA AND  COLLATERAL.  The Bank hereby agrees to release BOA
as co-maker  (Co-Borrower)  on the various BTC Notes and to release its liens on
certain  collateral as detailed below.  There are no other agreements to release
any other collateral liens, interests, or rights.

     a.)  STUCKEYS RIO PUERCO TRAVEL  CENTER.  BOA is presently  under a written
          agreement to sell the real property commonly known as the Stuckeys Rio
          Puerco in Bernalillo County, New Mexico.  Provided such sale closes by
          December  31,  2000,  the Bank will  release its mortgage on such real
          property in exchange for payment of the greater of fifty percent (50%)
          of the net sale  proceeds  or  $275,000.00,  such net  proceeds  to be
          applied to reduce BTC term  Notes.  If Closing  does not occur by such
          date, the Borrower will, at its expense:  i) execute and deliver a new
          mortgage by BTC on such  property to the Bank,  ii) transfer  title of
          the property  into BTC,  and iii) provide the Bank with a  mortgagee's
          title  insurance in the amount of $550,000,  in form acceptable to the
          Bank.

     b.)  If the BOA Merger closes by March 31, 2001, the Bank will, provided no
          Event of Default has occurred,  in exchange for payment in full of all
          BOA Notes  (excluding  up to  $300,000  outstanding  on the  revolving
          working  capital  Note  #9016  which may be paid by  advancing  on the
          undisbursed portion of the $1,000,000 BTC RLOC) by such date, the Bank
          will release its liens on the BOA assets and will release BOA from all
          liabilities,  as  Co-Borrower  and  co-maker  on the BTC  Notes.  Such
          release  shall include the release of any security  interest,  lien or
          right to the  funds of BOA  deposited  with the Bank as  described  in
          Section  7.02(b),  below.  The  Bank  will  provide,  as  part of such
          releases,  any  documents  or  releases  necessary  to  evidence  such
          releases.

     5.03  COMMITMENTS  AND REVOLVING  NOTES.  All commitments to fund under any
lines, or credit  facilities as wells as the undisbursed  amount on any unfunded
note or line of credit under or pursuant to the  November 10, 1998,  Master Loan
Agreement are terminated excepted those specifically detailed in EXHIBIT 5.03.

                                       11
<PAGE>
SECTION 6 - DEFAULT AND REMEDIES.

     6.01 EVENTS OF DEFAULT.  Each of the following shall constitute an Event of
Default under this Agreement:

     a.)  Failure of Borrower  to make any  payment on any Note,  , or any other
          Obligations to the Bank within five (5) Business Days after receipt of
          certified written notice from the Bank.

     b.)  Any warranty, representation or statement made or furnished to Bank by
          or on behalf of Borrower  under this Agreement or any Loan Document is
          false or  misleading  in any  material  respect  at the  time  made or
          furnished.

     c.)  This  Agreement or any other Loan Document  ceases to be in full force
          and effect  other than as  contemplated  by this  Agreement  or by the
          mutual written consent of the parties.

     d.)  Any  default by Borrower on any  indebtedness  to any other  lender or
          default or material  non-compliance  by the Borrower on any borrowing,
          obligation,  or  contractual  liability  with any third  party  except
          liabilities not exceeding $100,000 being contested in good faith.

     e.)  The  dissolution  or  termination  of Borrower's  existence as a going
          business,  the insolvency of Borrower,  the  appointment of a receiver
          for any part of Borrower's property, any assignment for the benefit of
          creditors,  or the commencement of any proceeding under any bankruptcy
          or insolvency laws by or against Borrower.

     f.)  Commencement  of  foreclosure  or forfeiture  proceedings,  whether by
          judicial proceeding,  self-help,  repossession or any other method, by
          any creditor of Borrower,  including any garnishment,  attachment,  or
          levy on or of any of Borrower's deposit accounts with Lender.

     g.)  A material adverse change occurs in Borrower's financial condition, or
          Bank in good faith  believes the prospect of payment or performance of
          the Indebtedness is impaired.

     h.)  As to any breach or failure  to  observe  or perform  any  non-payment
          (non-monetary)  condition,   requirement  or  restriction  under  this
          Agreement or any other Loan Document  when such breach is  susceptible
          to cure,  the Borrower  fails to cure or remedy such breach  within 15
          days after receipt of certified  written  notice from the Bank of such
          breach.

     i.)  Borrower  breaches  or fails to  observe  any other  term,  condition,
          requirement,  or restriction  under this Agreement,  in any other Loan
          Document,  or in any  other  agreement  with  the  Bank  which  is not
          susceptible to cure.

                                       12
<PAGE>
     j.)  Any enforcement  action is commenced  against the Borrower by the SEC,
          or trading in the  Borrower's  stock is suspended or halted by the SEC
          or any exchange regulated by the SEC.

     6.02  CESSATION  OF ADVANCES,  ACCELERATION  AND OTHER  REMEDIES.  Upon the
occurrence  of any Event of Default as  defined  in Section  6.01,  the Bank may
forthwith  or at any time during such default or events,  without  notice to the
Borrower  refuse  to make  further  advances  on any  Line  or  Note,  and  may,
independent  of such decision,  declare the unpaid  balance of the  Obligations,
including all principal and all interest then accrued, to be immediately due and
payable;  and the  Obligations  shall become and be immediately  due and payable
without  presentment,  notice of protest or other  notice of  dishonor or of any
other  kind of  notice  whatsoever,  including,  without  limitation,  notice of
default, notice of intent to accelerate and notice of acceleration, all of which
are hereby  expressly waived by Borrower;  and the Bank may immediately  enforce
its rights under the Loan Documents; and may exercise all rights available to it
in law or equity  including all rights  available  under this Agreement or under
the other Loan Documents.

SECTION 7 - MISCELLANEOUS.

     7.01 EXECUTION AND FORM OF DOCUMENTS.  Each written instrument  required by
this  Agreement  or any of the other Loan  Documents to be furnished to the Bank
shall  be duly  executed  by the  person  or  persons  specified  (or  where  no
particular person is specified,  by such person as the Bank shall require), duly
acknowledged  where  required  by the Bank and,  in the case of  affidavits  and
similar sworn  instruments,  duly sworn to and subscribed before a notary public
duly  authorized  to act in the  premises by  Governmental  Authority;  shall be
furnished to the Bank in one or more copies as required by the Bank; shall be in
such form and of such  substance as shall be  effective,  in the judgment of the
Bank, to accomplish the results  intended by such  instrument;  and shall in all
respects  be in form and  substance  satisfactory  to the Bank and to its  legal
counsel.

     7.02 ASSIGNMENT OF LOAN PROCEEDS.  Borrower irrevocably assigns to the Bank
and  grants a  security  interest  to the Bank in and to its  right,  title  and
interest in:

     a.)  All Loan proceeds held by the Bank, whether or not disbursed; and

     b.)  All funds deposited by the Borrower with the Bank under this Agreement
          or otherwise.

     7.03  SEVERABILITY.  If any item,  term or provision  contained in the Loan
Documents is in conflict,  or may  hereafter be held to be in conflict  with the
laws of the United  States or the State of New  Mexico,  as  applicable,  or any
political  subdivision of any of them,  then only the documents  containing such
provision  shall be affected and it shall be affected only as to such particular
item, term or provision and shall in all other respects remain in full force and
effect.

     7.04 NO WAIVER.  No course of dealing  between the Bank and the Borrower or
any  guarantor,  or any delay on the part of the Bank in  exercising  any rights
hereunder or under the Loan Documents shall operate as a waiver of any rights of
the Bank, except to the extent, if any, expressly waived in writing by the Bank.

                                       13
<PAGE>
     7.05 SURVIVAL.  All covenants,  agreements,  representations and warranties
made by the  Borrower in the Loan  Documents  and in any  certificates  or other
documents or instruments  delivered pursuant to this Agreement shall survive the
making  by the Bank of the  Loan  and the  execution  and  delivery  of the Loan
Documents, and shall continue in full force and effect until the Obligations are
paid in full.

     7.06  NOTICES.  All  notices  required  to be given in  writing  under this
Agreement  shall  be  given  by hand  delivery,  by a  certified  delivery  by a
nationally  recognized overnight courier service, or by the U.S. Postal Service,
and shall be effective when actually delivered,  or when delivery during regular
business hours is attempted on a Business Day at the notice address of the party
to whom the notice is to be given.  Any party may change its address for notices
under this Agreement by giving written notice to the other party.

Notice Addresses: Borrower:

     BOWLIN Outdoor Advertising & Travel Centers, Inc.
     150 Louisiana Blvd. NE
     Albuquerque, NM 87108
     Attn: Michael L. Bowlin, President

     and

     Bowlin Travel Centers, Inc.
     150 Louisiana Blvd. NE
     Albuquerque, NM 87108
     Attn: Michael L. Bowlin, President

Bank:

     First Security Bank of New Mexico, N.A.
     P.O. Box 1305
     Albuquerque, NM 87103
     Attn: Commercial Loans, David Gandy, Vice President

     7.07 MODIFICATION.  This Agreement shall not be changed orally or by course
of conduct or dealing but shall be changed only by  agreement in writing  signed
by all parties hereto.

     7.08  COUNTERPARTS.  This Agreement may be executed  simultaneously  in any
number of counterparts,  each of which, when so executed and delivered, shall be
an original,  but such counterparts  shall together  constitute one and the same
instrument.

     7.09 BINDING  EFFECT.  This  Agreement  shall be binding upon the Bank, the
Borrower  and  their  respective   successors,   assigns,   heirs  and  personal
representatives.

     7.10 NO  PARTNERSHIP  OR JOINT  VENTURE.  Notwithstanding  anything  to the
contrary in the Loan Documents,  and  notwithstanding  any action the Bank takes
pursuant to the Loan Documents, the Bank and the Borrower shall not be deemed to
be engaged in a partnership or joint venture, nor shall the Bank be deemed to be
an agent or principal of the Borrower.

                                       14
<PAGE>
     7.11  ASSIGNMENT BY THE BANK.  The Loan  Documents,  each Note, any Renewal
Note and the Loan contemplated  thereby, may be placed,  participated,  assigned
and/or serviced by the Bank and/or its successors and assigns, and in connection
with any of the foregoing, the Bank may retain a portion of the fees or interest
paid on the Notes or may  receive  servicing,  brokerage  or other fees from the
purchaser or  participant.  Any such  placement,  participation,  assignment  or
servicing  shall be at the Bank's sole option;  and the Bank and its  successors
and assigns shall have no  obligations  to disclose to the Borrower the receipt,
or contemplated receipt, of any such fees, nor shall the Borrower have any claim
or right to the same.  The Bank shall have the right to disclose  and to provide
to any  prospective  purchaser  or  participant  copies  of Loan  Documents  and
financial and other information of or about the Borrower.

     7.12  RELATION  TO OTHER  DOCUMENTS.  This Loan  Agreement  supersedes  and
replaces all prior agreements,  commitments, and understandings between the Bank
and the Borrower, written or unwritten,  including all previous loan agreements.
The provisions of this Agreement are not intended to supersede the provisions of
the other Loan  Documents,  but should be  construed  as  supplemental  thereto.
However,  except as specifically  provided herein, if there is any inconsistency
between the  provisions  of this  Agreement and the other Loan  Documents,  this
Agreement shall control.

     7.13 JURISDICTION. Borrower hereby irrevocably agrees that any legal action
or  proceedings  against the  Borrower  with  respect to this  Agreement  may be
brought in the courts of the State of New Mexico or in the U.S.  District  Court
for the  District of New Mexico.  Borrower  hereby  consents  and submits to the
jurisdiction of such courts and further consents to the personal jurisdiction of
any court located  within  Bernalillo  County,  New Mexico,  with respect to any
lawsuit to enforce  the  obligations  of  Borrower  under this  Agreement.  This
provision  shall  not  limit  the  right  of the Bank to bring  such  action  or
proceedings  against  the  Borrower  in the  courts  of  such  other  states  or
jurisdictions  where the  Borrower  may be  subject to  jurisdiction  nor to any
action required to be brought in another  jurisdiction  as the Borrower(s)  real
property assets or interests located in such other jurisdictions.

     7.14  GOVERNING  LAW.  This  Agreement  and the Loan  Documents  have  been
negotiated,  executed and delivered  solely within the State of New Mexico.  The
rights and obligations of the parties under this Agreement and under each of the
Loan Documents  shall be governed by and construed and interpreted in accordance
with the laws of the State of New Mexico.

     7.15 JURY  TRIAL  WAIVER.  IN ANY  ACTION,  CLAIM,  COUNTERCLAIM,  OR OTHER
PROCEEDING  BASED UPON OR RELATED IN ANY MANNER TO THIS AGREEMENT,  THE NOTE, OR
THE  OTHER  LOAN  DOCUMENTS,  BORROWER,  THE  BANK,  AND ALL  MAKERS,  SURETIES,
GUARANTORS OF THE NOTE,  AND THIS  AGREEMENT,  TOGETHER WITH ALL  SUCCESSORS AND
ASSIGNS  OF THE  FOREGOING,  WAIVE THE RIGHT TO A JURY  DEMAND AND TO A TRIAL BY
JURY AND STIPULATE THAT THE TRIER OF FACT SHALL BE THE DESIGNATED  JUDGE IN SUCH
PROCEEDING AND ACKNOWLEDGE AND AGREE THAT SUCH WAIVER MAY SIGNIFICANTLY LIMIT AN
IMPORTANT  COMMON LAW,  CONSTITUTIONAL,  AND/OR  STATUTORY  RIGHT WHICH WOULD BE
OTHERWISE AVAILABLE.

                                       15
<PAGE>
BANK:
FIRST SECURITY BANK OF NEW MEXICO, N.A.

/s/ David Gandy
----------------------------------
By: David Gandy, Vice President


BORROWER:
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED


/s/ Michael L. Bowlin
----------------------------------
By: Michael L. Bowlin, President


BOWLIN TRAVEL CENTERS, INC.


/s/ Michael L. Bowlin
----------------------------------
By: Michael L. Bowlin, President

                                       16
<PAGE>
                  SCHEDULE OF EXHIBITS TO MASTER LOAN AGREEMENT


Exhibit 1.11:       Existing BOA Promissory Notes  and  new BTC Promissory Notes
                    payable to First Security Bank of New Mexico, N.A.

Exhibit 5.01(b):    The  existing  Mortgages   (or  Deeds  of  Trust,  Leasehold
                    Mortgages, Leasehold Deeds of Trust) on all real property to
                    be  retained  by  BOA  and  the  title polices insuring such
                    Mortgages  by  BOA  to the Bank, together with new mortgages
                    and leasehold mortgages on each parcel listed (excluding the
                    Albuquerque,  New Mexico billboard plant) executed by BTC at
                    closing, each to be insured by a mortgagee's title policy in
                    the amount shown.

Exhibit 5.03:       Lines of Credit and Undisbursed Proceeds

                                       17