Exhibit 10.31

                    TAX SHARING AND DISAFFILIATION AGREEMENT

     TAX SHARING AND  DISAFFILIATION  AGREEMENT dated as of November 1, 2000, by
and  between  BOWLIN  OUTDOOR  ADVERTISING  &  TRAVEL  CENTERS,  INC.,  a Nevada
corporation  ("Bowlin"),  and BOWLIN TRAVEL CENTERS,  INC., a Nevada corporation
("Travel Centers").

                                    RECITALS

     A. Pursuant to the Contribution  Agreement dated as of the date hereof,  by
and between Bowlin and Travel Centers (the "Contribution Agreement"), Bowlin has
contributed to Travel Centers the assets used in the Travel Centers Business and
Travel Centers has assumed the Assumed  Liabilities  (as more fully described in
the Contribution Agreement, the "Contribution"),  and Bowlin plans to distribute
to the holders of Bowlin  Common Stock all of the  outstanding  shares of Travel
Centers Common Stock owned by Bowlin (the "Distribution").

     B. Bowlin and Travel Centers intend that the Contribution will qualify as a
transfer to a  controlled  corporation  within the meaning of Section 351 of the
Code and/or a reorganization  within the meaning of Section  368(a)(1)(D) of the
Code, and the Distribution  will qualify as a distribution  described in Section
355 of the Code and will not result in the  recognition  of any taxable  gain or
income to any shareholder of Bowlin.

     C. Prior to the Distribution  Date,  Travel Centers will be a member of the
Bowlin  Affiliated  Group and after the  Distribution  Date Travel  Centers will
cease to be a member of the  Bowlin  Affiliated  Group for  federal  income  tax
purposes.

     D.  Travel  Centers  and Bowlin  desire on behalf of  themselves  and their
successors to set forth their rights and  obligations  with respect to Taxes due
for periods before, on and after the Distribution Date.

     E.  Capitalized  terms used but not defined  herein have the  meanings  set
forth in the Contribution Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

     1.01 FOR THE PURPOSES OF THIS AGREEMENT:

     "ACQUISITION"  shall have the meaning set forth in SECTION  2.01(a) of this
Agreement.

     "AGREEMENT" shall mean this Tax Sharing and Disaffiliation Agreement as the
same may be amended from time to time.
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     "APPLICABLE  FEDERAL  RATE"  shall  have the  meaning  set forth in Section
1274(d) of the Code, compounded quarterly.

     "BOWLIN"  shall  have  the  meaning  set  forth  in the  preamble  to  this
Agreement.

     "BOWLIN  AFFILIATED  GROUP"  shall mean the  corporations  included  in the
affiliated group, as defined in Section 1504 of the Code, of which Bowlin is the
common parent, and any successor group.

     "BOWLIN TAXES" shall mean any Taxes (excluding  Restructuring Taxes [except
as noted in the definition of Travel Center Taxes] and  Transaction  Taxes) that
are  attributable  to the  Outdoor  Advertising  Business.  For  purposes of the
foregoing,  Taxes  shall  be  deemed  attributable  to the  Outdoor  Advertising
Business to the extent such Taxes are imposed as a result of Tax Items of Bowlin
or  Travel  Centers  directly  related  to  the  Outdoor  Advertising  Business;
provided,  however, that net losses (if any) incurred with respect to the Travel
Centers Business on or before the Distribution  Date shall be used to offset the
income of Bowlin for purposes of determining  Bowlin Taxes. To the extent that a
Tax Item is not directly related to either the Outdoor  Advertising  Business or
the Travel Center Business but is indirectly related to both businesses (such as
an item relating to overhead),  it shall be deemed  attributable  to the Outdoor
Advertising  Business  in the  proportion  that  the  revenues  of  the  Outdoor
Advertising  Business  bears  to the  sum of (i)  the  revenues  of the  Outdoor
Advertising Business plus (ii) the revenues from the Travel Center Business.

     "CLAIM"  shall  have the  meaning  set  forth in  SECTION  5.03(a)  of this
Agreement.

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

     "CONTRIBUTION" shall have the same meaning set forth in the first recital.

     "CONTRIBUTION  AGREEMENT"  shall  have the  meaning  set forth in the first
recital.

     "CONTROLLING  PARTY"  shall have the meaning  set forth in SECTION  5.01 of
this Agreement.

     "DISTRIBUTION" shall have the meaning set forth in the first recital.

     "DISTRIBUTION DATE" means the date on which the Distribution takes place.

     "FILING  PARTY"  shall have the meaning  set forth in SECTION  4.01 of this
Agreement.

     "FINAL  DETERMINATION" shall mean with respect to any issue (a) a decision,
judgment,  decree or other order by any court of competent  jurisdiction,  which
decision,  judgment,  decree or other order has become  final and not subject to
further  appeal,  (b) a closing  agreement  (whether or not  entered  into under
Section 7121 of the Code) or any other binding settlement  agreement (whether or
not with the IRS)  entered into in  connection  with or in  contemplation  of an
administrative  or judicial  proceeding,  or (c) the  completion  of the highest
level of administrative proceedings if a judicial contest is not or is no longer
available.

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     "INDEMNITOR"  shall  have the  meaning  set forth in  SECTION  5.02 of this
Agreement.

     "IRS" means the Internal Revenue Service.

     "LIABLE  PARTY"  shall have the meaning  set forth in SECTION  4.01 of this
Agreement.

     "OUTDOOR  ADVERTISING  BUSINESS"  means those  portions of the  business of
Bowlin that are not part of the Travel Centers Business.

     "RESTRUCTURING  TAXES"  shall  mean any  Taxes  imposed  as a result of the
Contribution or  Distribution.  For purposes of filing Bowlin's Tax Return only,
Restructuring  Taxes  shall  mean any Tax  imposed  as a result  of any stock or
securities of Travel Centers failing to qualify as "qualified  property"  within
the  meaning of Section  355(c)(2)  of the Code  because of the  application  of
Section  355(e) of the Code (or  similar  state  statute)  to the  Distribution;
provided, however, that Restructuring Taxes shall be calculated by assuming that
the aggregate  fair market value of the Travel  Centers'  stock  distributed  by
Bowlin in the  Distribution  is equal to (a) the product of (i) the mean between
the high bid and low asked prices for Travel Centers' stock on its first trading
day (as  reported  in THE WALL  STREET  JOURNAL or such  other  source as Travel
Centers  deems  reliable)  and (ii) the total  number of  outstanding  shares of
Travel  Centers  stock  immediately  after the  Distribution,  or (b) such other
amount as  determined by Travel  Centers in its  reasonable  discretion.  Travel
Centers shall provide Bowlin with written  notification of this valuation within
five (5) days after the Distribution Date. Notwithstanding any provision of this
Agreement to the contrary,  if a Claim is successfully  asserted by the IRS with
respect to  Restructuring  Taxes,  Restructuring  Taxes shall be  determined  in
accordance with the Final Determination in connection with such Claim.

     "TAX" (and with  correlative  meaning,  "Taxes"  and  "Taxable")  means any
federal,  state,  local or foreign net income,  gross  income,  gross  receipts,
windfall profit, severance,  property,  production, sales, use, license, excise,
franchise,  employment, payroll, withholding,  alternative or add-on minimum, ad
valorum,  value-added,  transfer, stamp, or environmental tax, or any other tax,
custom,  duty,  governmental  fee or other like assessment or charge of any kind
whatsoever, together with any interest or penalty, addition to tax or additional
amount imposed by any governmental or regulatory authority.

     "TAX  ITEM"  means  any item of  income,  gain,  loss,  deduction,  credit,
provisions  for reserves,  recapture of credit,  receipt,  proceeds or any other
item or event that  increases or decreases  Taxes paid or payable,  including an
adjustment  under Section 481 of the Code  resulting from a change in accounting
method.

     "TAX RETURN" shall mean any return, report or similar statement required to
be filed with respect to any Tax (including any attached schedules),  including,
without limitation,  any information return, claim for refund, amended return or
declaration of estimated Tax.

     "TRANSACTION  TAXES" shall have the meaning set forth in SECTION 3.03(c) of
this Agreement.

     "TRAVEL  CENTERS"  shall have the meaning set forth in the preamble to this
Agreement.

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     "TRAVEL  CENTERS  TAXES"  shall  mean any Taxes  that are  attributable  or
allocable to the Travel Centers  Business,  Transaction  Taxes and Restructuring
Taxes;  provided,  however, that notwithstanding any provision of this Agreement
to the contrary,  any  Restructuring  Taxes that are primarily  attributable  to
Bowlin's breach of its representations and warranties under Sections 2.01(a)-(c)
shall be regarded as Bowlin Taxes. For purposes of the foregoing, Taxes shall be
deemed  attributable to the Travel Centers Business to the extent such Taxes are
imposed as a result of Tax Items of Bowlin or Travel Centers directly related to
the  Travel  Centers  Business;  provided,  however,  that net  losses  (if any)
incurred  with  respect to the  Outdoor  Advertising  Business  on or before the
Distribution  Date  shall be used to offset  the  income of Travel  Centers  for
purposes of determining Travel Centers Taxes and (to the extent available) shall
be used to offset gain in determining the amount of Restructuring  Taxes. To the
extent  that a Tax Item is not  directly  related to either  the  Travel  Center
Business or the Outdoor  Advertising  Business but is indirectly related to both
businesses  (such  as  an  item  relating  to  overhead),  it  shall  be  deemed
attributable  to the Travel Center  Business in the proportion that the revenues
of the Travel Center Business bears to the sum of (i) the revenues of the Travel
Center Business plus (ii) the revenues of the Outdoor Advertising Business.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

     2.01 BOWLIN. Bowlin hereby represents and warrants as follows:

         (a) Following the acquisition  (the  "Acquisition")  of Bowlin by Lamar
Advertising Company, a Delaware corporation  ("Lamar") pursuant to the Agreement
and Plan of Merger dated as of October 3, 2000,  between Lamar,  Lamar Southwest
Acquisition  Corporation and Bowlin,  Bowlin will continue the active conduct of
its business, independently and with its separate employees.

         (b) There is no plan or  intention  by Bowlin,  directly or through any
subsidiary  corporation,  to  purchase  any of its  outstanding  stock after the
Acquisition.

         (c) There is no plan or  intention  to  liquidate  Bowlin or to sell or
otherwise  dispose of the assets of Bowlin after the Acquisition,  except in the
ordinary course of business.

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     2.02 TRAVEL  CENTERS.  Travel  Centers  hereby  represents  and warrants as
follows:

         (a) Following the Distribution, Travel Centers will continue the active
conduct of its business, independently and with its separate employees.

         (b)  There is no plan or  intention  by  Travel  Centers,  directly  or
through any subsidiary  corporation,  to purchase any of its  outstanding  stock
after the Distribution.

         (c) There is no plan or intention to liquidate Travel Centers, to merge
Travel Centers with any other  corporation,  or to sell or otherwise  dispose of
the assets of Travel  Centers  after the  Distribution,  except in the  ordinary
course of business.

         (d) Payments made in connection  with all continuing  transactions,  if
any,  between Bowlin and Travel Centers,  will be for fair market value based on
terms and conditions arrived at by the parties bargaining at arms' length.

                                  ARTICLE III
              TAX RETURNS, TAX PAYMENTS AND TAX SHARING OBLIGATIONS

     3.01 OBLIGATIONS TO FILE TAX RETURNS

         (a) Bowlin  shall timely file or cause to be filed all Tax Returns with
respect to the Bowlin Affiliated Group, which shall include Travel Centers,  for
any period  beginning prior to the  Distribution  and ending on the Distribution
Date; provided, however, that Travel Centers shall prepare and forward to Bowlin
all federal and state income Tax Returns  with respect to the Bowlin  Affiliated
Group for such periods.  Bowlin shall be considered  the party  required to file
and the party filing the Tax Return with  respect to any Tax Return  prepared by
Travel Centers pursuant to the preceding sentence.

         (b) Travel  Centers  shall  timely file or cause to be timely filed all
Tax Returns with respect to the Travel Centers for all periods  beginning  after
the Distribution Date.

     3.02 OBLIGATION TO REMIT TAXES.  Bowlin and Travel Centers shall each remit
or cause to be  remitted  any  Taxes  due in  respect  of any Tax  Return  it is
required  to file or cause to be filed  pursuant to SECTION  3.01,  and shall be
entitled to  reimbursement  for such payments to the extent  provided in SECTION
3.03.

     3.03 TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS

         (a) Travel  Centers  shall be liable for and pay,  and shall defend and
hold harmless Bowlin and any other Bowlin Indemnitee for, from and against,  any
and all  Losses  incurred  or  suffered  by Bowlin or one or more of the  Bowlin
Indemnitees in connection with (i) any Travel Centers Taxes, (ii) any inaccuracy
or breach of any  warranty,  representation  or covenant  that is made by Travel
Centers pursuant to this Agreement, and (iii) any amount determined to be Travel
Centers' liability under SECTION 3.03(c).  In the event that Bowlin receives any
refund of or credit for Taxes for which Travel Centers is responsible under this
SECTION 3.03(a),  Bowlin shall pay Travel Centers an amount equal to such refund
or credit  within  five  business  days of  Bowlin's  receipt of such  refund or
credit.

         (b) Bowlin  shall be liable for and pay, and shall  indemnify,  defend,
and hold harmless  Travel Centers and any other Travel Centers  Indemnitee  for,
from and against,  any and all Losses  incurred or suffered by Travel Centers or
one or more of the Travel Centers  Indemnitees in connection with (i) any Bowlin
Taxes  and (ii) any  inaccuracy  or breach of any  warranty,  representation  or
covenant that is made by Bowlin  pursuant to this  Agreement.  In the event that
Travel  Centers  receives  any refund of or credit for Taxes for which Bowlin is
responsible  under this  SECTION  3.03(b),  Travel  Centers  shall pay Bowlin an
amount  equal to such  refund  or credit  within  five  business  days of Travel
Centers' receipt of such refund or credit.

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         (c) Bowlin  and  Travel  Centers  will  determine  the amount of sales,
transfer or other similar taxes or fees (including, without limitation, all real
estate, patent, copyright and trademark transfer taxes and real estate recording
fees,  but  excluding  Restructuring  Taxes)  payable  in  connection  with  the
transactions  contemplated  by  the  Contribution  Agreement  (the  "Transaction
Taxes").  Bowlin and Travel  Centers shall each file promptly and timely the Tax
Returns for such Transaction Taxes with the appropriate  taxing  authorities and
remit  payment of the  Transaction  Taxes.  Travel  Centers  shall be liable for
Transaction Taxes.

         (d) Except as set forth in this Agreement and in  consideration  of the
mutual  indemnities and other  obligations of this Agreement,  any and all prior
Tax sharing  agreements or practices between any member of the Bowlin Affiliated
Group (other than Travel  Centers) and Travel  Centers shall be terminated  with
respect to the Travel Centers as of the Distribution Date.

     3.04 PERIOD THAT INCLUDES THE DATE OF DISTRIBUTION. To the extent permitted
by law or administrative  practice,  the taxable year of Travel Centers shall be
treated as closing at the close of the Distribution Date. If it is necessary for
purposes of this Agreement to determine Travel Centers Taxes or Bowlin Taxes for
a taxable year that begins on or before and ends after the Distribution Date and
is  not  treated  under  this  SECTION  3.04  as  closing  at the  close  of the
Distribution Date, the determination shall be made by assuming that such taxable
year ended on a "closing  of the books"  basis at the close of the  Distribution
Date, except that exemptions, allowances or deductions that are calculated on an
annual basis shall be apportioned on a time basis.

                                   ARTICLE IV
                                    PAYMENTS

     4.01  GENERAL TAX  PAYMENTS.  With respect to any Taxes for which one party
(the "Liable Party") is liable under SECTION 3.03 and that are to be remitted in
connection  with Tax Returns to be filed by the other party (the "Filing Party")
after the  Distribution  Date pursuant to SECTIONS  3.01 AND 3.02,  (a) upon the
request of the Filing  Party,  the Liable  Party shall  promptly  provide to the
Filing Party all  information  necessary to enable the Filing Party to file such
Tax  Returns and (b)  assuming  compliance  by the Liable  Party with the Liable
Party's  obligations  under clause (a) (or written waiver by the Filing Party of
such compliance),  the Filing Party shall, not later than ten (10) days prior to
the due date for remitting such Taxes (or, if the due date is within  forty-five
(45) days after the  Distribution  Date, as promptly  following the Distribution
Date as  possible)  provide the Liable Party with a written  request  showing in
reasonable  detail the  calculation  of the amount of such Liable  Party's Taxes
(and any other  amounts)  owing by the Liable Party to the Filing Party pursuant
to this Agreement. The Liable Party shall have the right to object in writing to
such  calculation  on or before  thirty  (30) days  after the date on which such
request  is  provided  to  the  Liable  Party,  on the  grounds  that  there  is
substantial  authority that such calculation is incorrect;  provided that if the
Liable  Party so  objects,  (i) the  Filing  Party and the  Liable  Party  shall
promptly submit the dispute to an independent  accounting or law firm acceptable
to both the Filing  Party and the  Liable  Party for  prompt  resolution,  whose
decision  shall be final and binding on the Filing  Party and the Liable  Party,
and (ii) the party  that such  accounting  or law firm  determines  has lost the
dispute  shall pay all of the fees and  expenses  incurred  in  connection  with
submitting  such  dispute.  The Liable  Party shall pay to the Filing  Party any
amount not in dispute on or before the tenth (10th) day following the receipt of

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such  request by the Liable  Party,  with  additional  amounts to be paid by the
Liable Party  (together  with interest at the  Applicable  Federal Rate accruing
from the date on which the Tax in issue is due) promptly upon  resolution of any
objection.  Payment  under  this  SECTION  4.01 of an  amount  determined  by an
independent  accounting  or law firm will not negate any  liability  of a Liable
Party pursuant to this Agreement by reason of a Final Determination.

     4.02 OTHER PAYMENTS. Other payments due to a party under SECTION 3.03 shall
be due not later than  twenty  (20) days after the  receipt of notice of a Final
Determination  to the  effect  that  the  indemnified  party  is  liable  for an
indemnified  cost,  together  with  interest  at a rate equal to the  Applicable
Federal  Rate  from the date on  which  the  indemnifying  party  receives  such
receipt, credit or notice.

     4.03 NOTICE. Bowlin and Travel Centers shall give each other prompt written
notice of any payment that may be due under this Agreement.

                                   ARTICLE V
                                   TAX AUDITS

     5.01  GENERAL.  Except as  otherwise  provided in this  Agreement,  each of
Travel  Centers and Bowlin (as the case may be, the  "Controlling  Party") shall
have sole responsibility for all audits or other proceedings with respect to Tax
Returns that it is required to file under  SECTION  3.01.  Except as provided in
SECTION  5.03,  the  Controlling  Party shall have the sole right to contest the
audit or proceeding and to employ advisors of its choice.

     5.02 INDEMNIFIED CLAIMS IN GENERAL. Bowlin or Travel Centers shall promptly
notify the other in writing upon the receipt of an actual  notice of  assessment
by the relevant Taxing authority of any proposed adjustment to a Tax Return that
may  result in  liability  of the other  party  (the  "Indemnitor")  under  this
Agreement.  If the Indemnitor is not also the Controlling Party, the Controlling
Party shall provide the Indemnitor with information about the nature and amounts
of the proposed  adjustments and, subject to additional rights of the Indemnitor
in certain circumstances under SECTION 5.03 of this Agreement,  shall permit the
Indemnitor to participate in the proceeding at the Indemnitor's own expense. The
Indemnitor  shall pay all reasonable  expenses  (including,  but not limited to,
legal and accounting fees) incurred by the Controlling  Party in connection with
the  assessment or adjustment  within seven (7) days after a written  request by
the Controlling Party.

     5.03 CERTAIN FEDERAL INCOME TAX CLAIMS

         (a)  Any  issues  raised  by  the  IRS  in  any  Tax  inquiry,   audit,
examination,  investigation,  dispute, litigation or other proceeding that would
result in  liability to the  Indemnitor  under this  Agreement  are defined as a
Claim (a "Claim"). Except as provided in SECTION 5.03(d) and notwithstanding any
other  provision of this  Agreement  that may be construed to the contrary,  the
Controlling  Party  agrees to  contest  any  Claim  and not to settle  any Claim
without  prior  written  consent  of  the  Indemnitor,  provided  that  (i)  the
Controlling Party shall provide notice to Indemnitor pursuant to SECTION 5.02 of
any Claim, and (ii) within thirty (30) days after such notice is received by the
Indemnitor,  the  Indemnitor  shall  request  in  writing  that  such  Claim  be

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contested.  If the Indemnitor requests that the Claim be contested in accordance
with the  preceding  sentence and such Claim does not  materially  prejudice any
other IRS claim with respect to matters  unrelated to the Claim,  the Indemnitor
shall have the right,  upon written notice to the  Controlling  Party and to the
extent permitted under  applicable law (assuming  cooperation of the Controlling
Party),  to assume the defense of such Claim,  including  employment  of counsel
reasonably satisfactory to the Controlling Party and the payment of the fees and
disbursements  of such counsel.  For this purpose,  a Claim does not  materially
prejudice any other IRS claim solely because the Tax calculation with respect to
the Claim indirectly affects such other claim. In the event,  however,  that the
Indemnitor declines,  fails or is otherwise unable to assume the defense of such
Claim,  the  Controlling  Party may employ  counsel to defend such Claim and the
Indemnitor shall agree to pay (and shall pay) on demand all out-of-pocket costs,
losses and expenses  (including,  but not limited to, legal and accounting fees)
paid or incurred by the  Controlling  Party in connection  with  contesting such
Claim.  The  party  that  has  assumed  defense  of a  Claim,  after  reasonable
consultation with the other party,  shall determine the nature of all actions to
be taken to contest such Claim (assuming such  determination does not negatively
impact any other claim that the IRS may have with  respect to matters  unrelated
to the Claim),  including  (A)  whether  any action to contest  such Claim shall
initially  be by way of  judicial or  administrative  proceeding,  or both,  (B)
whether any such Claim shall be  contested by  resisting  payment  thereof or by
paying  the  same  and  seeking  a refund  thereof,  and (C) the  court or other
judicial body before which judicial action,  if any, shall be commenced.  To the
extent the Indemnitor is not participating, the Controlling Party shall keep the
Indemnitor (and, upon request by the Indemnitor, its counsel) informed as to the
progress of the contest.

         (b) If the  Indemnitor  requests  that the  Controlling  Party accept a
settlement  of a  Claim  offered  by the  IRS  and if  such  Claim  may,  in the
reasonable  discretion of the Controlling Party, be settled without  prejudicing
any claims the IRS may have with respect to matters  unrelated to the Claim, the
Controlling  Party shall either accept such  settlement  offer or agree with the
Indemnitor that the  Indemnitor's  liability with respect to such Claim shall be
limited  to the  lesser  of (i) an  amount  calculated  on  the  basis  of  such
settlement  offer plus interest owed to the IRS on the date that is no more than
45 days after the date of the  Indemnitor's  request that the Controlling  Party
accept such  Settlement,  or (ii) the amount  calculated on the basis of a Final
Determination.

         (c) If the Indemnitor  elects to have the Controlling Party pay the Tax
claimed and seek a refund,  the  Indemnitor  shall lend  sufficient  funds on an
interest-free  basis to the Controlling Party (with no net after-tax cost to the
Controlling  Party),  to  cover  any  applicable  indemnity  obligations  of the
Indemnitor.  To the extent such refund claim is ultimately disallowed,  the loan
or portion  thereof equal to the amount of the refund claim so disallowed  shall
be applied  against  the  Indemnitor's  obligation  to make  indemnity  payments
pursuant to this  Agreement.  To the extent such  refund  claim is allowed,  the
Controlling  Party  shall pay to the  Indemnitor  all  amounts  advanced  to the
Controlling Party with respect to the indemnity  obligation within ten (10) days
of the receipt of such refund (or if the  Controlling  Party would have received
such  refund  but for  the  existence  of a  counterclaim  or  other  claim  not
indemnified by the Indemnitor under this Agreement,  within ten (10) days of the
final resolution of the contest),  plus an amount equal to any interest received
(or that would have been received) from the IRS that is properly attributable to
such amount.

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         (d) Except as provided below, the Controlling  Party shall not settle a
Claim that the  Indemnitor  is  entitled  to require  the  Controlling  Party to
contest  under  SECTION  5.03(a)  without  the  prior  written  consent  of  the
Indemnitor.  At any time,  whether before or after commencing to take any action
pursuant to this SECTION 5.03 with respect to any Claim,  the Controlling  Party
may decline to take action with  respect to such Claim and may settle such Claim
without the prior written  consent of the Indemnitor by notifying the Indemnitor
in writing that the Indemnitor is released from its obligations to indemnify the
Controlling Party with respect to such Claim (which  notification  shall release
the  Indemnitor  from such  obligations  except to the extent the Indemnitor has
agreed in writing that it would be willing to have its  liability  calculated on
the basis of a settlement  offer, as provided in SECTION 5.03(b),  at that point
in the contest) and with respect to any Claim  related to such Claim or based on
the  outcome  of such  Claim.  If the  Controlling  Party  settles  any Claim or
otherwise takes or declines to take any action  pursuant to this paragraph,  the
Controlling  Party shall pay to the  Indemnitor  any amounts paid or advanced by
the  Indemnitor  with respect to such Claim  (other than amounts  payable by the
Indemnitor in connection with a settlement  offer pursuant to SECTION  5.03(b)),
plus interest attributable to such amounts.

                                   ARTICLE VI
                                   COOPERATION

     6.01 GENERAL.  Bowlin and Travel Centers shall cooperate with each other in
the filing of any Tax Returns  and the conduct of any audit or other  proceeding
and each shall  execute and deliver such powers of attorney  and make  available
such other documents as are reasonably necessary to carry out the intent of this
Agreement.  Each party  agrees to notify the other party in writing of any audit
adjustments  that do not result in Tax liability but can be reasonably  expected
to affect Tax Returns of the other party or any of its subsidiaries.  Each party
agrees to treat the Contribution and Distribution for all income Tax purposes as
not  causing  the   recognition  of  any  income,   gain  or  loss  (except  for
Restructuring Taxes).

     6.02 COOPERATION  WITH RESPECT TO TAX RETURN FILINGS,  EXAMINATIONS AND TAX
RELATED CONTROVERSIES. Each party shall fully cooperate with the other party and
its  representatives,  in a prompt and timely  manner,  in  connection  with the
preparation and filing of, and any inquiry, audit,  examination,  investigation,
dispute,  or litigation  involving,  any Tax Return  required to be filed by any
party pursuant to this Agreement.  Such  cooperation  shall include,  but not be
limited to, (a) the execution and delivery of any power of attorney  required to
allow each party and its counsel to participate in or control any inquiry, audit
or other administrative proceeding and to assume the defense or prosecution,  as
the case may be, of any suit, action or proceeding  pursuant to the terms of and
subject  to the  conditions  set forth in ARTICLE V of this  Agreement,  and (b)
making  available to the other party,  during normal business hours,  and within
fifteen  (15) days of any  written  request  therefor,  all books,  records  and
information,  and the  assistance  of all officers and  employees,  necessary or
useful in connection with any Tax inquiry,  audit,  examination,  investigation,
dispute, litigation or any other matter.

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<PAGE>
                                  ARTICLE VII
                          RETENTION OF RECORDS; ACCESS

     Bowlin and Travel Centers shall:

         (a)  retain  (for a  minimum  of five (5)  years)  records,  documents,
accounting data and other  information  (including  computer data) necessary for
the  preparation and filing of all Tax Returns in respect of Taxes of the Bowlin
Affiliated Group or Travel Centers or for the audit of such Tax Returns; and

         (b) give to the other  reasonable  access to such  records,  documents,
accounting  data and  other  information  (including  computer  data) and to its
personnel  (insuring  their  cooperation)  and premises,  for the purpose of the
current or potential  review or audit of such Tax Returns to the extent relevant
to an obligation or liability of a party under this Agreement or applicable law.
At any time after the  Distribution  Date that a party  proposes to destroy such
records, documents, accounting data or other information, such party shall first
notify the other  party in writing  and such other  party  shall be  entitled to
receive such records,  documents,  accounting data or other information proposed
to be destroyed.

                                  ARTICLE VIII
                                    DISPUTES

     If  Bowlin  and  Travel  Centers  cannot  agree on any  calculation  of any
liabilities  under  this  Agreement,  such  calculation  shall  be  made  by any
independent public accounting firm acceptable to both Bowlin and Travel Centers.
The  decision  of such firm shall be final and  binding.  The fees and  expenses
incurred in connection  with such  calculation  shall be borne by the party that
such independent public accounting firm determines has lost the dispute.

                                   ARTICLE IX
                           TERMINATION OF LIABILITIES

     Notwithstanding  any other  provision in this  Agreement,  any  liabilities
determined under this Agreement shall survive indefinitely.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

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

     10.02 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  10.02,  with  appropriate  notice in
accordance  with  SECTION  10.06  of  this  Agreement.

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<PAGE>
     10.03 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
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.

     10.04  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).

     10.05  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.

     10.06 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 Acquisition

          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

     After the Acquisition

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

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<PAGE>
          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

     10.07  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.

     10.08 ENTIRE  AGREEMENT.  This  Agreement  and the  Contribution  Agreement
(including the exhibits,  schedules and other documents and instruments referred
to 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.

     10.09  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.

     10.10 SURVIVAL OF  REPRESENTATIONS.  Except as set forth in this Agreement,
Bowlin's  tax-related  representations  with  respect  to  the  Acquisition  and
Distribution shall not survive the Acquisition.

                  [Remainder of page intentionally left blank]

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<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

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