RATIFICATION AND CONSENT AGREEMENT



         This Ratification and Consent Agreement (the "Ratification Agreement")
is made and is effective as of April 9, 2001, by and among _______________
("Noteholder"), Zimmerman Sign Company ("Maker"), and Comerica Bank-Texas
("Bank"). Reference is made to that certain Senior Subordinated Note dated
September 30, 1998 in the original principal amount of $_________, executed by
Maker and payable to Noteholder (as amended and reissued from time to time, the
"Note"). All capitalized terms herein will have the meanings given such terms in
the Note unless otherwise defined herein. Reference is also made to that certain
Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement dated
as of September 30, 1998, among Maker, Noteholder and other parties named
therein (as amended from time to time, the "Purchase Agreement").

         For valuable consideration, Noteholder, Maker and Bank agree as
follows:

1. Noteholder's Representations and Warranties. Giving effect to the
transactions contemplated by Amendment No. 2 to the Purchase Agreement dated on
or about the date of this Ratification Agreement (the "Purchase Agreement
Amendment"), and giving effect to the transactions contemplated by the Second
Amendment (the "Bank Amendment") to the Second Amended and Restated Revolving
Credit and Term Loan Agreement (as amended, the "Bank Credit Agreement"),
between Maker and Bank, dated as of April 9, 2001, Noteholder represents and
warrants that it is not aware of any Event of Default or of any event which,
with the passage of time or the giving of notice or both, would constitute an
Event of Default. Noteholder represents and warrants that no payments of
principal or interest under the Note have been received by Noteholder in
violation of the subordination provisions of the Note.

2. Maker's Representations and Warranties. Giving effect to the transactions
contemplated by the Purchase Agreement Amendment, and giving effect to the
transactions contemplated by the Bank Amendment, Maker represents and warrants
that it is not aware of any Event of Default or of any event which with the
passage of time, or the giving of notice, or both, would constitute an Event of
Default. Maker represents and warrants that it has not made any payments of
principal or interest under the Note in violation of the subordination
provisions of the Note. Maker consents to the transactions contemplated by this
Ratification Agreement.

3. Noteholder's Ratification and Consent. Giving effect to the transactions
contemplated by the Purchase Agreement Amendment, and giving effect to the
transactions contemplated by the Bank Amendment, Noteholder ratifies and affirms
in all respects the subordination provisions and other provisions contained in
the Note in favor of Bank (as the only holder of Senior Indebtedness, thus, as
the Majority Senior Lender) and Noteholder further consents to the transactions
contemplated by the Amendment. Additionally, but without limitation, Noteholder
acknowledges and agrees that in the past the loans by Bank to Maker may have
exceeded (the "Excess") certain limitations on the aggregate amount of all
Senior Indebtedness as contained in the Note or the Agreement, and Noteholder
waives any notice requirements with regard to such prior Excess; provided,
however this limited waiver shall not be construed as a waiver by Noteholder at
any time or times hereafter of strict performance by Bank of any provision of
the Note and the Agreement, and the foregoing limited waiver shall not obligate
Noteholder to any other future waivers, nor shall the same affect or diminish
any right of Noteholder to hereafter demand strict compliance therewith.
Noteholder hereby reserves all rights granted under the Agreement, the Note and
any other contract or instrument executed by any party and relating to the Note
or the Agreement.

4. Bank's Representations and Warranties. Bank represents and warrants to
Noteholder that giving effect to the Amendment, the maximum principal amount of
Senior Indebtedness available to Maker under the Bank Credit Agreement is
$23,000,000.00, although this recital does not mean that Maker is entitled to
borrow such aggregate maximum principal amount.

5. Suspension of Cash Interest Payments. Noteholder agrees that, commencing with
the date of this Ratification Agreement, it will not receive or accept (nor will
it cause Maker to make, and Maker agrees not to make) any cash principal or
interest payments under the Note prior to July 1, 2002, and Noteholder further
agrees that this suspension of payments under the Note will not constitute an
Event of Default under the Note, the Purchase Agreement or any other agreements
between Maker and Noteholder. During the period in which such payments are
suspended as provided above, Maker shall accrue on Maker's books accrued
interest on the Note, and such accrual will not constitute an Event of Default
under the Bank Credit Agreement.

         This Ratification Agreement will be governed by the laws of the State
of Texas. This Ratification Agreement may be executed in one or more
counterparts, each of which will be deemed an original, and which together will
constitute one agreement.

         EXECUTED as of the date written above.

                                  NOTEHOLDER:


                                  By:
                                     ------------------
                                  Name:
                                       ----------------
                                  Its:
                                      -----------------


                                  MAKER:

                                  ZIMMERMAN SIGN COMPANY


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


                                  BANK:

                                  COMERICA BANK-TEXAS


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