Bowlin Outdoor Advertising & Travel Centers Inc – ‘SB-2/A’ on 11/5/96 – EX-4

As of:  Tuesday, 11/5/96   ·   Accession #:  950147-96-504   ·   File #:  333-12957

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of            72    426K 
                          Securities by a Small-Business Issuer                  
 2: EX-4        Certificate of Stock                                   2     10K 
 3: EX-5        Opinion of Squire, Sanders & Dempsey L.L.P.            1      7K 
 4: EX-11       Computation of Per Share Earnings                      1      5K 
 5: EX-23.1     Independent Auditors' Consent                          1      5K 
 6: EX-23.2     Independent Auditors' Consent                          1      5K 

EX-4   —   Certificate of Stock

EX-4
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[LOGO] BOWLIN 
Outdoor Advertising & Travel Centers Incorporated 
NUMBER                                                                SHARES    

INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

COMMON STOCK                                                                    

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THIS CERTIFIES THAT                                         CUSIP 102595105     

                                                           SEE REVERSE FOR
                                                           CERTAIN DEFINITIONS

is the owner of                                                                 

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fully-paid and non-assessable shares of Common Stock, $.001 par value, of 
============BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED============

transferable only on the books of the Corporation by the holder hereof in person
or by duly  authorized  attorney  upon  surrender of this  certificate  properly
endorsed.                                                                       

         This certificate and the shares of Common Stock represented  hereby are
received and held subject to the laws of the State of Nevada and to the Articles
of  Incorporation  and the Bylaws of the  Corporation,  all as from time to time
amended  and the  owner of this  certificate  by  accepting  the same  expressly
assents  thereto.  This  certificate  is not valid unless  countersigned  by the
Transfer Agent and registered by the Registrar.                                 

         IN WITNESS  WHEREOF,  the Corporation has caused this certificate to be
signed  by the  facsimile  signatures  of its  duly  authorized  officers  and a
facsimile of its corporate seal to be hereunto affixed.                         

Dated                                                                           

/s/ Michael L. Bowlin                                /s/ William J. McCabe      

Chairman of the Board                                Executive President and    
Prsident and Chief Executive Officer                           Secretary        

                                              Authorized Signature

Countersigned and Registered:                                                   

By: Norwest Bank Minnesota, N.A.                                                

Transfer Agent                                    
and Registrar                                     

EX-4
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     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:                                    

                                                        [Enlarge/Download Table]
                                                                                                                   
TEN COM--as tenants in common                               UNIF GIFT MIN ACT - __________ Custodian ______________
TEN ENT--as tenants by the entireties                                             (Cust)                (Minor)    
JT TEN --as joint tenants with right of                                         under Uniform Gifts to Minors      
         survivorship and not as tenants                                        Act________________________________
         in common                                                                             (State)             

                         Additional abbreviations may also be used though not in the above list.                   

For value recived __________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER                                          
IDENTIFYING NUMBER OF ASSIGNEE                                            
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

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--------------------------------------------------------------------------Shares
of the stock represented by  the  within  Certificate, and do hereby irrovocably
constitute and appoint                                                          

------------------------------------------------------------------------Attorney
to transfer the said stock on the  books of  the within-named  Corporation  with
full power of substitution in the premises.                                     

Dated                                                                           

                                        ________________________________________
                                        NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
                                        MUST CORRESPOND WITH THE NAME AS WRITTEN
                                        UPON  THE  FACE  OF THE  CERTIFICATE  IN
                                        EVERY PARTICULAR  WITHOUT  ALTERATION OR
                                   ENLARGEMENT OR ANY CHANGE WHATEVER.