SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT


         THIS SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED REVOLVING
CREDIT AND TERM LOAN AGREEMENT (this "Amendment"), dated as of April 9, 2001, is
between ZIMMERMAN SIGN COMPANY, a Texas corporation ("Borrower"), and COMERICA
BANK-TEXAS, a Texas banking association ("Lender").

                                    RECITALS:

         A. Borrower and Lender have entered into that certain Second Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of September 30,
1998, and that certain First Amendment to the Second Amended and Restated
Revolving Credit and Term Loan Agreement dated as of July 31, 2000 (as amended
and as may be hereafter amended or otherwise modified from time to time,
collectively, the "Agreement").

         B.       Borrower and Lender now desire to amend the Agreement as
detailed below.

         NOW, THEREFORE, in consideration of the premises herein contained and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.1.      Definitions.   Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have the same
meanings as in the Agreement.

                                   ARTICLE II

                                   Amendments

         Section 2.1. Amendments and Additions to Definitions. Effective as of
the date hereof, the existing definition in Section 1.1 of the Agreement of the
following terms are either deleted in their entirety and replaced by the
following, or amended as provided herein, or new definitions are provided, as
noted herein:

                  (a)      The definition of "Applicable Term Note Rate" is
         replaced by the following:

                           "Applicable Term Note Rate" shall mean: (a) for Term
                  Note A and Term Note B, during the period that an Advance is a
                  Prime Rate Advance, the Prime Rate, plus one-half of one
                  percent (0.50%), and during the period that an Advance is a
                  LIBOR Advance, the Adjusted LIBOR Rate plus three percent
                  (3.0%); and (b) for Term Note C, as to Prime Rate Advances,
                  the rate shall be the Prime Rate plus one and three-quarters
                  of one percent (1.75%), and as to LIBOR Advances, the rate
                  shall be the Adjusted LIBOR Rate plus four percent and one
                  quarter percent (4.25%).




<PAGE>



                  (b)      The definition of "Borrowing Base" is replaced by the
         following:

                           "Borrowing Base" shall mean, effective as of February
                  1, 2001, at any particular time and as determined on the basis
                  of information furnished in the most recent Borrowing Base
                  Certificate, an amount equal to the sum of (a) eighty-five
                  percent (85%) of the aggregate principal balance of the
                  Borrower's Eligible Accounts, (b) fifty-five percent (55%) (or
                  as further reduced by the Reduction Amount) of the Terminal
                  Billings, and (c) one of the following (computed on a
                  non-cumulative basis at any time of determination): the lesser
                  of (i) Nine Million Dollars ($9,000,000.00) or (ii) the
                  product of (x) fifty-five percent (55%) and (y) the Borrower's
                  total Eligible Inventory, less the outstanding reserve balance
                  from time to time against the Inventory portion of the
                  Borrowing Base, as set by the Borrower and agreed by the
                  Lender, or in the absence of such agreement by Lender, then
                  less the outstanding reserve balance against Inventory as most
                  recently agreed by the Lender.

                  (c)      The definition of "Cash Flow Sweep Payment" is hereby
         deleted from the Agreement.

                  (d)      The definition of "Collateral" is replaced by the
         following:

                           "Collateral" shall mean all collateral described in
                  the Security Agreement dated as of April 9, 2001, between the
                  Lender and the Borrower, and each other Loan Document, as
                  amended, modified, or restated from time to time.

                  (e) The definition of "Debt" is amended so as to delete the
         period at the end thereof and add to the existing definition of "Debt"
         the following language, to be inserted after the existing language
         which presently comprises such definition:

                           "; provided that in no event shall the issued and
                  outstanding Preferred Stock constitute "Debt" hereunder."

                  (f) The definition of "Investment Documents" is amended so as
         to add to the existing definition of "Investment Documents" the
         following language, to be inserted after the existing language which
         presently comprises such definition:

                           "Without limitation, "Investment Documents" includes
                  (i) any amendment to or restatement of any of the foregoing
                  and (ii) the Senior Subordinated Notes evidencing the
                  foregoing of various, respective principal amounts, each dated
                  September 30, 1998, in each case as amended or restated (but
                  not increased as to principal amount) from time to time."

                  (g)      The definition of "EBITDA" is amended by adding the
         following new sentence, to follow the existing language in such
         definition:




<PAGE>



                           "In computing EBITDA, there shall be excluded from
                  net income any amounts resulting from the decrease in any
                  reserves which had been previously established by the Borrower
                  relating to Accounts or Inventory."

                  (h)      The definition of "Preferred Stock" is inserted in
         alphabetical order, as follows:

                           "Preferred Stock" shall mean the Series A Preferred,
                  the Series B Preferred and the Series C Preferred (as each
                  such term is defined in the Purchase Agreement (which term is
                  defined in the definition of "Investment Documents" herein))
                  together with any and all other preferred stock issued
                  pursuant to the terms of the Investment Documents.

                  (i)      The definition of "Prime Rate" is replaced by the
         following:

                           "Prime Rate" shall mean that annual rate of interest
                  which is equal to the greater of the annual rate of interest
                  designated by the Lender as its Prime Rate which is changed by
                  the Lender from time to time or a variable per annum rate of
                  interest determined from day to day which equals the sum of 1%
                  plus the average per annum rate of interest on overnight
                  Federal funds transactions with members of Federal Reserve
                  System arranged by Federal funds brokers ("Overnight
                  Transactions") transacted on the immediately preceding
                  Business Day, as published by the Federal Reserve Bank of New
                  York, or, if such interest rate is not so published for any
                  Business Day, the average of the per annum interest rate
                  quotations for Overnight Transactions received by the Lender
                  (or, at its option, the Reference Bank) for such Business Day
                  from 3 Federal funds brokers of recognized standing selected
                  by the Lender (or, at its option, the Reference Bank). The
                  Lender's Prime Rate is a reference rate and does not
                  necessarily represent the lowest or best rate actually charged
                  by the Lender to any of its customers. The Lender may make
                  commercial loans at rates of interest at, above or below its
                  Prime Rate.

                  (j)      The definition of "Reduction Amount" is inserted in
         alphabetical order, as follows:

                           "Reduction Amount" shall mean a five percent (5%)
                  reduction in the percentage of Terminal Billings included in
                  the Borrowing Base. Each five percent (5%) reduction for any
                  month shall occur on the first day of such month for that
                  entire month, commencing on April 1, 2001. Thus, the first
                  reduction, for example, will apply to the entire month of
                  April 2001, but will be reported on the Borrowing Base
                  Certificate due May 20, 2001.

                  (k)      The definition of "Tangible Net Worth" is replaced by
         the following:

                           "Tangible Net Worth" shall mean, as of any applicable
                  date of determination, the excess of (i) the book value of all
                  assets of Borrower and the Subsidiaries (other than patents,
                  patent rights, trademarks, trade names, franchises,
                  copyrights, goodwill, and similar intangible assets) after all



<PAGE>



                  appropriate deductions (including, without limitation,
                  reserves for doubtful receivables, obsolescence, depreciation
                  and amortization), all as determined on a consolidated basis
                  in accordance with GAAP, less (ii) all Debt, plus (iii) all
                  Subordinated Debt, and accrued interest thereon, of the
                  Borrower and its Subsidiaries which, in accordance with GAAP,
                  would be required to be presented on their consolidated
                  balance sheet at such date, plus (iv) accrued dividends on or
                  with respect to Preferred Stock, which, in accordance with
                  GAAP, would be required to be presented on their consolidated
                  balance sheet at such date.

                  (l)      The definition of "Term Note B" is replaced by the
         following:

                           "Term Note B" shall mean, collectively, (i) that
                  certain $430,000 promissory note of Borrower payable to the
                  order of the Lender, executed June 1, 2000, and all
                  extensions, renewals and modifications thereof and
                  substitutions therefor; and (ii) that certain $260,000
                  promissory note of Borrower payable to the order of the
                  Lender, executed May 12, 1999, and all extensions, renewals
                  and modifications thereof and substitutions therefor.

                  (m)      The definition of "Terminal Billings" is inserted in
         alphabetical order, as follows:

                           "Terminal Billings" shall mean the aggregate value
                  (as reflected on Borrower's books and records) of all unpaid
                  invoices for excess or obsolete inventory for which a customer
                  is legally obligated to pay Borrower; provided however, such
                  aggregate value shall not at any time exceed $3,400,000 for
                  purposes of inclusion within the Borrowing Base.

                  (n)      The definition of "Termination Date" is replaced by
         the following:

                           "Termination Date" shall mean July 1, 2002.

         Section 2.2.      Amendment to Section 3.2.  Effective as of the date
hereof, Section 3.2 of the Agreement is hereby changed and restated as follows:

                  Term Notes. With respect to each of the Term Notes, Borrower
         shall repay the unpaid principal amount and the interest of each such
         note on the Termination Date. The obligation of the Borrower to repay
         each of the Term Notes and interest thereon shall be evidenced by each
         of the Term Notes.

         Section 2.3. Amendment to Section 3.3(c). Effective as of the date
hereof, Section 3.3(c) is hereby amended by deleting therefrom the following
language:

         "Commencing on May 15, 1999 and thereafter on each November 15 and May
         15 (such dates referred to as "Sweep Dates"), the Borrower shall make a
         principal payment under Term Note C (herein referred to as the "Cash
         Flow Sweep Payment") in an amount equal to the lesser of: (i) 50% of
         the Available Cash Flow for the six-month period ending on September 30
         (in the case of the November 15



<PAGE>



         Sweep date) and for the six-month period ending on March 31 (in the
         case of the May 15 Sweep Date) or (ii) the remaining unpaid principal
         balance of Term Note C payments in inverse order of maturity. No
         prepayment premium shall be payable with respect to any of the
         preceding required prepayments so made by the Borrower."

         Section 2.4. Amendment to Section 9.1.2. Effective as of the date
hereof, Section 9.1.2 of the Agreement is hereby amended so that Borrower is
required to submit to Lender monthly financial statements within twenty, rather
than thirty, days of month end. Accordingly, the language "thirty (30)" is
hereby deleted, and the language "twenty (20)" is inserted in lieu thereof.

         Section 2.5.      Deletion of Section 9.1.9.  Effective as of the date
hereof, Section 9.1.9 of the Agreement is amended to read as follows:

                  "9.1.9.  Net Income.  This paragraph is deleted in its
         entirety."

         Section 2.6. Amendment to Section 9.5. Effective as of the date hereof,
Section 9.5 of the Agreement is hereby amended and restated as follows:

                  "9.5     Tangible Net Worth.  Maintain Tangible Net Worth in
         an amount not less than the following amounts as of the respective
         dates set forth below:

         Periods                                                    Amount

(a)      March 31, 2001                                             $2,557,000

(b)      June 30, 2001                                              $2,909,000

(c)      September 30, 2001                                         $3,461,000

(d)      December 31, 2001                                          $3,950,000

(e)      Each March 31st, June 30th, September 30th
         and December 31st thereafter                               $4,500,000"

         Section 2.7.      Deletion of Section 9.6.  Effective as of the date
hereof, Section 9.6 of the Agreement is amended to read as follows:

                  "9.6.    Senior Indebtedness Ratio.  This paragraph is
         intentionally left blank."

         Section 2.8.      Deletion of Section 9.7.  Effective as of the date
hereof, Section 9.7 of the Agreement is amended to read as follows:

                  "9.7.    Cash Flow Coverage Ratio.  This paragraph is
                  intentionally left blank."

         Section 2.9.      Deletion of  Section 9.8.  Effective as of the date
hereof, Section 9.8 of the Agreement is amended to read as follows:




<PAGE>



                  "9.8.    Fixed Charge Coverage Ratio.  This paragraph is
                  intentionally left blank."

         Section 2.10.     Addition of Sections 9.13.  Effective as of the date
hereof, new Section 9.13 is added to the Agreement to read as follows:

                  "9.13 EBITDA. Maintain cumulative EBITDA in an amount not less
         than the following amounts as of the respective dates set forth below
         for each of the following respective periods (which period shall be a
         12-month historical period ending on such date, except as provided
         below):

         Periods                                                   Amount

(a)      For the three-month period from                           $  819,000
         January 1, 2001 ending  March 31, 2001

(b)      For the six-month period from                             $1,762,000
         January 1, 2001 ending June 30, 2001

(c)      For the nine-month period from                            $3,027,000
         January 1, 2001 ending September 30, 2001

(d)      For the twelve-month period from                          $4,180,000
         January 1, 2001 ending December 31, 2001

(e)      For the twelve-month period ending                        $4,365,000
         March 31, 2002 and for the twelve-month
         period ending each June 30, September 30,
         December 31 and March 31 thereafter

         Section 2.11.     Amendment to Section 10.1.  Effective as of the date
hereof, Section 10.1 of the Agreement is hereby amended and restated as follows:

                  "10.1. Dividends. Up to and through July 1, 2002, pay in cash
         any dividend (other than dividends payable solely in shares of its
         capital stock) on, or make any other cash or cash-equivalent
         distributions with respect to any shares of its capital stock. The
         foregoing limitation will not preclude the Borrower from declaring and
         accruing cash dividends during this suspension period."

         Section 2.12.     Amendment to Section 10.13.  Effective as of the date
hereof, Section 10.13 of the Agreement is hereby amended and restated as
follows:

                  "10.13. Subordinated Credit Payments. Up to and through July
         1, 2002, make any payments of principal or interest on the Subordinated
         Debt, redeem any preferred stock, or create any stock-redemption
         sinking fund until all Indebtedness is paid in full. The foregoing
         limitation will not preclude the Borrower from accruing scheduled
         interest and principal payments on the Subordinated Debt."




<PAGE>



         Section 2.13. Insert to Section 11.1.3. Effective as of the date hereof
the following parenthetical phrase is inserted after the word "Agreement" in
line three of Section 11.1.3:

         "(except for a failure to pay as described in Section 11.1.1 above, for
         which the grace period as stated in Section 11.1.1 shall apply)"

                                   ARTICLE III

                              Conditions Precedent

         Section 3.1.      Conditions.  The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent:

                  (a) The Lender shall have received all of the following, each
         dated (unless otherwise indicated) the date of this Amendment, in form
         and substance satisfactory to the Lender:

                           (1) Resolutions. Resolutions of the Board of
                  Directors of Borrower certified by its respective Secretary or
                  an Assistant Secretary which authorize the execution,
                  delivery, and performance by Borrower of this Amendment and
                  the other related loan documents to which Borrower is or is to
                  be a party hereunder;

                           (2) Incumbency Certificate. A certificate, of
                  incumbency certified by the Secretary or an Assistant
                  Secretary of Borrower certifying the names of the officers of
                  Borrower authorized to sign this Amendment and each of the
                  other related loan documents to which Borrower is or is to be
                  a party hereunder (including the certificates contemplated
                  herein) together with specimen signatures of such officers;

                           (3)      Governmental Certificates.  Certificates of
                  the appropriate government officials of the state of
                  incorporation of Borrower as to the existence and good
                  standing of Borrower, each dated within ten (10) days prior
                  to the date of this Amendment;

                           (4)      Additional Information.  Lender shall have
                  received such additional documents, instruments and
                  information as Lender may reasonably request.

                  (b) After giving effect to this Amendment, the representations
         and warranties contained herein and in all related loan documents, as
         amended hereby, shall be true and correct as of the date hereof as if
         made on the date hereof.

                  (c) Except as otherwise waived as provided herein, no Event of
         Default shall have occurred and be continuing and no event or condition
         shall have occurred that with the giving of notice or lapse of time or
         both would be an Event of Default.

                  (d) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all documents,
         instruments, and other legal matters incident thereto shall be
         satisfactory to Lender and its legal counsel, Winstead Sechrest &
         Minick P.C.



<PAGE>



                  (e) Simultaneously with the execution of this Amendment, the
         Borrower shall pay to the Lender (i) a fee of $10,000.00 and (ii) the
         amount of the Lender's expenses (including reasonable attorneys' fees
         and disbursements) incurred by the Lender in connection with the
         preparation of this Amendment and related instruments.

                  (f) Borrower will execute all documents reasonably requested
         by Lender in connection with this Amendment or in connection with
         Lender's liens or security interest in the Collateral.

                  (g) Borrower will provide evidence satisfactory to Lender of
         an unrestricted cash contribution to the equity capital of Borrower,
         having been made no later than the date of this Amendment, of not less
         than $2,000,000.00. Borrower further agrees that as of the date of this
         agreement it will make a $2,000,000 payment on the Revolving Credit
         Note principal balance, which will have the effect of bringing the
         Revolving Credit Loan principal balance within the limitations of the
         Borrowing Base and Section 2.1 of the Agreement. Borrower further
         agrees that from the date of this Agreement, the Borrowing Base and
         loan limitations must be satisfied and that Lender is under no
         obligation to permit Borrower to be out of compliance with such
         Borrowing Base limitations and the limitations of Section 2.1 of the
         Agreement.

                                   ARTICLE IV

                                 Limited Waiver

         Lender hereby waives up to and through the date of this Amendment, all
Events of Default which existed under the Loan Agreement or any Loan Document.
This limited waiver of Events of Default shall not be construed as a waiver by
the Lender at any time or times hereafter to require strict performance by the
Borrower of any provision of the Agreement, and the foregoing limited waiver
shall not obligate the Lender to any other future waivers, nor shall the same
affect or diminish any right of the Lender to hereafter to demand strict
compliance therewith. Lender hereby reserves all rights granted under the
Agreement, the Security Agreements, this Amendment and any other contract or
instrument among the Borrower and the Lender.

                                    ARTICLE V

                  Ratifications, Representations and Warranties

         Section 5.1. Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and the related loan documents, and except as expressly
modified and superseded by this Amendment, the terms and provisions of the
Agreement and the related loan documents are ratified and confirmed and shall
continue in full force and effect. Borrower and the Lender agree that the
Agreement and the related loan documents as amended hereby shall continue to be
legal, valid, binding and enforceable in accordance with its terms. It is
specifically agreed that Borrower, to the extent permitted by applicable law,
waives all rights to a trial by jury in any proceedings relating to the Notes,
and that the Notes will be governed by the laws of the State of Texas and
applicable federal law.




<PAGE>



         Section 5.2. Representations and Warranties. Borrower hereby represents
and warrants to the Lender that (i) the execution, delivery and performance of
this Amendment and any and all documents executed and/or delivered in connection
herewith or therewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the certificate or articles of
incorporation or bylaws of Borrower, (ii) after giving effect to this Amendment,
the representations and warranties contained in the Agreement, as amended
hereby, and any related loan documents are true and correct on and as of the
date hereof as though made on and as of the date hereof, and (iii) except as
otherwise waived through the date of this Amendment, as provided herein, no
Event of Default has occurred and is continuing and no event or condition has
occurred that with the giving of notice or lapse of time or both would be an
Event of Default.

                                   ARTICLE VI

                                  Miscellaneous

         Section 6.1. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any related loan
document including any related loan document furnished in connection with this
Amendment shall survive the execution and delivery of this Amendment and the
other related loan documents, and no investigation by the Lender or any closing
shall affect the representations and warranties or the right of the Lender to
rely upon them.

         Section 6.2. Reference to the Agreement. The Agreement and any and all
other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Agreement
as amended hereby, are hereby amended so that any reference in such related loan
documents to the Agreement shall mean a reference to the Agreement as amended
hereby.

         Section 6.3. Expenses of Lender. As provided in the Agreement, Borrower
agrees to pay on demand all reasonable costs and expenses incurred by the Lender
in connection with the preparation, negotiation, and execution of this Amendment
and the other related loan documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including without limitation
the reasonable costs and fees of the Lender's legal counsel, and all reasonable
costs and expenses incurred by the Lender in connection with the enforcement or
preservation of any rights under the Agreement, as amended hereby, or any other
related loan document, including without limitation the reasonable costs and
fees of the Lender's legal counsel.

         Section 6.4. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 6.5. Effect of Waiver. No consent or waiver, express or
implied, by the Lender to or for any breach of or deviation from any covenant,
condition or duty by Borrower shall be deemed a consent or waiver to or of any
other breach of the same or any other covenant, condition or duty.

         Section 6.6.      Headings.  The headings, captions, and arrangements
used in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.



<PAGE>



         Section 6.7. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE
IN DALLAS COUNTY, TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.

         Section 6.8. Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of Lender and Borrower, their respective successors
and assigns, except Borrower may assign or transfer any of its rights or
obligations hereunder without the prior written consent of Lender.

         Section 6.9.      Counterparts.  This Amendment may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

         Section 6.10. RELEASE. BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO
DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OF
NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF
ITS LIABILITY TO REPAY THE "INDEBTEDNESS" OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM THE LENDER. BORROWER HEREBY VOLUNTARILY AND
KNOWINGLY RELEASES AND FOREVER DISCHARGES THE LENDER, ITS PREDECESSORS,
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS AND ASSIGNS, FROM
ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS,
EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT
LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
AMENDMENT IS EXECUTED, WHICH BORROWER HAD OR MAY NOW HAVE AGAINST THE LENDER,
ITS PREDECESSORS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS
AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
ANY "LOANS", INCLUDING WITHOUT LIMITATION ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE
APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE AGREEMENT OR
RELATED DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

         Section 6.11. WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY
NOTE OR NOTES, OR RELATED DOCUMENTS OR INSTRUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION,
ADMINISTRATION, OR ENFORCEMENT THEREOF.




<PAGE>



         Section 6.12. ENTIRE AGREEMENT. THE AGREEMENT, THIS AMENDMENT AND ALL
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION
WITH THE AGREEMENT OR THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG
THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS
AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.

         Section 6.13. Subordinated Credit Agreement. The Borrower represents
and warrants that the Credit Agreement dated as of October 31, 1996, between the
Borrower and Bank of America Illinois has been terminated and is no longer in
effect.

         Section 6.14. Shareholder Approval and Subordinated Debt Matters. The
Borrower represents and warrants that (a) it has obtained applicable shareholder
approval, if required, for the dividend suspensions provided for in Section 10.1
of the Agreement (as amended by Section 2.11 of this Amendment) and (b) with
regard to the interest payment suspension provisions of Section 10.13 of the
Agreement (as amended by Section 2.12 of this Amendment), it has obtained the
necessary written consent of the Majority Holders (as defined in the Purchase
Agreement, as amended from time to time) of the Subordinated Debt. The Borrower
agrees that the foregoing representation will be deemed to be a representation
and warranty under the Agreement, subject to no grace or cure.

                            (Signature Page Follows)



<PAGE>


         Executed as of the date first written above.

BORROWER:

ZIMMERMAN SIGN COMPANY


By:    /s/ Jeffrey P. Johnson
   -----------------------------------------------------------
Name:   Jeffrey P. Johnson
Title:    Vice President, Chief Financial Officer
       and Secretary


LENDER:

COMERICA BANK-TEXAS,
a Texas banking association


By: /s/ Deborah T. Purvin
Name:   Deborah T. Purvin
Title:  Vice President