Exhibit 10.7

                        FIRST AMENDMENT OF LOAN AGREEMENT


PARTIES:

         OBIE MEDIA CORPORATION, an Oregon corporation

         OBIE MEDIA LTD., a British Columbia corporation

         PHILBIN & COINE, INC., a New York corporation

         U. S. BANK NATIONAL ASSOCIATION, a national banking association


RECITALS:

         A. On September 1, 1998,  the parties  entered into a certain  Restated
and Amended Loan Agreement (the Original Loan Agreement). Except as specifically
set forth in this amendment, all capitalized terms have the meanings assigned in
the Original Loan Agreement.

         B. No Advances  were ever made under the 1998/1999  Construction  Loan,
and Borrower's right to request Advances under that Loan have expired.  Borrower
has repaid the Bridge Loan in full with the proceeds of the Secondary  Offering.
Because the  Secondary  Offering was  successful,  Term Loan B was never made by
Bank to Borrower.

         C. Borrower  desires to borrow from Bank,  and Bank is prepared to lend
to Borrower, a new Loan in the amount of $4,000,000, on the terms and conditions
of this amendment.


AGREEMENTS:

         1. DEFINITIONS.

            0.1. DELETED DEFINITIONS. The following definitions are deleted from
the Original Loan Agreement: 1998/1999 Construction Loan, 1998/1999 Construction
Note, Bridge Loan, Bridge Note, Term Loan B and Term Note B.

            0.2. REVISED DEFINITIONS.  The following definitions in Paragraph 1.
of the Original Loan Agreement are revised to read as follows:

                 a. "Advance" means any one or more of the loans made by Bank to
Borrower  pursuant to the Revolving  Loan,  Term Loan A, the MO Partners Loan or
Bridge Loan 2.

                 b. "Loan" means one or more of the Revolving Loan, Term Loan A,
the MO Partners Loan and Bridge Loan 2.


Page 1-FIRST AMENDMENT OF LOAN AGREEMENT
<PAGE>

                 c. "Note" means one or more of the Revolving Note, Term Note A,
the MO Partners Note and Bridge Note 2.

            0.3. NEW DEFINITIONS.  As used in the Agreement, the following terms
have the following meanings:

            a. "Bridge Loan 2" means the Loan  described in Paragraph 3. of this
amendment.

            b. "Bridge Note 2" means any promissory note evidencing  Bridge Loan
2, any  promissory  note  substituted  for one or more of them, and any document
evidencing a renewal, extension or modification of one or more of them.

         1.  TERMINATED  LOANS.  The  following  paragraphs of the Original Loan
Agreement are deleted in their entirety:  Paragraph 4.,  1998/1999  Construction
Loan;  Paragraph  5.,  Conversion to Term Loan;  Paragraph 7., Bridge Loan;  and
Paragraph 8., Term Loan B. Borrower  acknowledges  that the termination of those
loans does not affect  Bank's right to retain fees  previously  paid by Borrower
for those loans.

         2. BRIDGE LOAN 2.

            2.1.  MAXIMUM  AMOUNT.  Subject to the terms and  conditions of this
Agreement,  Bank, at its option, may make Advances to Borrower from time to time
through  January 15, 2000, in an aggregate  principal  amount not to exceed Four
Million Dollars ($4,000,000).

            2.2. REQUESTS FOR ADVANCES.  Whenever Borrower desires to request an
Advance,  Borrower shall give Bank notice thereof in accordance  with the Bridge
Note 2.

            2.3.  PURPOSE  OF  ADVANCES.  Borrower  shall  use the  proceeds  of
Advances for the following purposes:

                  a. To purchase of  approximately  200  billboards  in Montana,
Wyoming,  Nebraska, South Dakota and Idaho from JCW Corporation,  for a purchase
price of  approximately  Two Million Four Hundred  Twenty-Five  Thousand Dollars
($2,425,000),  of which One Hundred Thousand Dollars ($100,000) has already been
paid.


                  b. As a payment  upon the  Revolving  Loan to repay an Advance
previously  made to purchase  approximately  117 billboards in Montana from Sign
Products,  Inc., for a purchase price of approximately  One Million Four Hundred
Fifty-Six Thousand Dollars ($1,456,000).

Page 2-FIRST AMENDMENT OF LOAN AGREEMENT
<PAGE>

                  c. The remaining balance of approximately One Hundred Nineteen
Thousand Dollars ($119,000) may be used by Borrower for working capital.

            2.4.  REPRESENTATION  AND WARRANTY.  Each request by Borrower for an
Advance  shall be deemed to be  Borrower's  representation  and warranty that no
Event of Default,  or event which,  with notice or lapse of time, or both, would
be an Event of  Default,  has  occurred  or will occur as a result of making the
Advance.

            2.5.  BRIDGE  NOTE 2.  Bridge  Loan 2 shall be subject to all of the
terms and conditions of Bridge Note 2 and the Agreement.

            2.6. PRIME AND/OR LIBOR BORROWING RATES.

                  a. LIBOR BORROWING RATE.  Borrower may elect from time to time
to have portions of the Principal  Balance of Bridge Loan 2 accrue interest at a
LIBOR  Borrowing Rate on the terms and conditions of Paragraph 9 of the Original
Loan Agreement.

                  b. PRIME BORROWING RATE.  Except for portions of the Principal
Balance of Bridge Loan 2 that are accruing  interest at a LIBOR  Borrowing Rate,
Borrower  shall pay  interest  on the  Principal  Balance of Bridge  Loan 2 at a
variable  interest  rate equal to the Prime Rate plus  one-half  of one  percent
(0.5%). The interest rate shall be adjusted without notice effective on each day
the Prime Rate changes.

                  c.  DEFAULT  INTEREST  RATE.  Notwithstanding  anything in the
Agreement to the contrary, upon the occurrence of an Event of Default, the Prime
Borrowing  Rate Amount of Bridge Loan 2 shall  thereafter  accrue  interest at a
variable  interest  rate equal to the Prime Rate plus five and one-half  percent
(5.5%),  and each outstanding  LIBOR Borrowing Rate Amount shall accrue interest
at a LIBOR Borrowing Rate equal to the LIBOR Rate previously  determined by Bank
for the LIBOR Borrowing Rate Amount plus seven percent (7%).

                  d. PAYMENT OF INTEREST. Borrower shall pay accrued interest on
the fifteenth (15th) day of the first calendar month following the first Advance
under  Bridge Loan 2 and on the  fifteenth  (15th) day of every  calendar  month
thereafter prior to Maturity, and at Maturity. In addition,  with respect to all
LIBOR Borrowing Rate Amounts,  accrued interest shall be paid on the last day of
the applicable LIBOR Interest Period.

                  e.  COMPUTATION OF INTEREST.  All interest will be computed at
the applicable rate based on a three hundred sixty (360) day year and applied to
the actual number of days lapsed.

            2.7.  PAYMENT OF PRINCIPAL.  The Principal  Balance of Bridge Loan 2
shall be due and payable on July 3, 2000.

Page 3-FIRST AMENDMENT OF LOAN AGREEMENT
<PAGE>

            2.8.  PREPAYMENT.  Subject  to  Paragraph  3.9  of  this  amendment,
prepayment may be made in whole or in part at any time. All prepayments shall be
applied first to the Prime Borrowing Rate Amount and then to any LIBOR Borrowing
Rate  Amounts  (in  such  order  as  Bank  may  determine  in  Bank's   absolute
discretion), and then to accrued interest.

            2.9.  PREPAYMENT  PREMIUM.  Upon  payment  of all or any  portion of
Bridge Loan 2 on a date other than the regularly scheduled due date for payment,
including,   without   limitation,   voluntary   prepayment  or  repayment  upon
acceleration  following  an  Event of  Default,  Borrower  shall  pay to Bank on
demand,  with respect to all LIBOR Borrowing Rate Amounts,  a yield  maintenance
charge calculated in accordance with Exhibit A of the Original Loan Agreement.

            2.10. FEE.  Contemporaneously  with the execution of this amendment,
Borrower shall pay to Bank a fee for Bridge Loan 2 in the amount of Ten Thousand
Dollars ($10,000).

         3. CASH FLOW COVERAGE  RATIO.  For purposes of calculating the ratio of
Cash Flow to Cash Requirements  pursuant to Paragraph 13.11 of the Original Loan
Agreement,  it shall be assumed that the  Principal  Balance of Bridge Loan 2 is
payable in eighty-four  (84) equal monthly  installments of Forty Seven Thousand
Six  Hundred  Nineteen  Dollars  Five Cents  ($47,619.05)  each,  with the first
monthly installment due and payable on February 15, 2000, and with an additional
monthly installment due on the 15th day of each month thereafter.

         4. ADDITIONAL DOCUMENTS.  Contemporaneously  with the execution of this
amendment, Borrower shall deliver to Bank, in form and substance satisfactory to
Bank, the following:

            4.1. Bridge Note 2.

            4.2.  Amendments  of the  Commercial  Security  Agreement  and Stock
Pledge Agreement executed by Borrower  contemporaneously  with the Original Loan
Agreement.

            4.3. A written opinion of Gleaves, Swearingen, Larsen, Potter,
Scott & Smith, LLP, counsel for Borrower, dated as of the date of this amendment
and addressed to Bank.


            4.4. Any other documents that Bank may reasonably request.

         5.  REPRESENTATIONS  AND WARRANTIES.  To induce Bank to enter into this
amendment, Borrower and Guarantor represent and warrant to Bank that:

            5.1. All representations and warranties of Borrower contained in the
Original Loan Agreement  continue to be true and complete as of the date of this
amendment.



Page 4-FIRST AMENDMENT OF LOAN AGREEMENT
<PAGE>

            5.2. No Event of Default has occurred or is continuing, and no event
has occurred and is continuing that, with the giving of notice or the passage of
time, or both, would be an Event of Default under the Agreement.

            5.3.  No  material  adverse  change has  occurred  in the  financial
condition or business of Borrower since the date of the Original Loan Agreement.

            5.4.  Borrower's   execution,   delivery  and  performance  of  this
amendment and all documents  executed  pursuant to this amendment have been duly
authorized by all necessary  action,  do not contravene any Law binding on it or
its  organizational  documents,  and  do not  contravene  the  provisions  of or
constitute a default under any agreement or instrument to which it is a party or
by which it may be bound or affected.

            5.5.  This  amendment and all  documents  executed  pursuant to this
amendment  are, and when delivered  will be, valid,  binding and  enforceable in
accordance with their respective terms.

         6. COUNTERPARTS; EXECUTION BY FACSIMILE. This amendment may be executed
in several counterparts,  each of which will be deemed to be an original and all
of  which  together  constitute  one and the  same  instrument.  Delivery  of an
executed copy of this amendment by telecopy,  telex or other means of electronic
communication  producing a printed  copy will be deemed to be an  execution  and
delivery of this amendment on the date of such  communication  by the parties so
delivering  such a copy.  The  party so  delivering  such a copy via  electronic
communication  shall deliver an executed original of this amendment to the other
party  within one week of the date of delivery  of the copy sent via  electronic
communication.

         7. EFFECT.  Except as specifically  modified by this amendment,  or any
document executed pursuant to this amendment,  the Loan Documents remain in full
force and effect.











Page 5-FIRST AMENDMENT OF LOAN AGREEMENT
<PAGE>

         8.  DISCLOSURE.  UNDER  OREGON  LAW,  MOST  AGREEMENTS,   PROMISES  AND
COMMITMENTS  MADE BY BANK  AFTER  OCTOBER 3,  1989,  CONCERNING  LOANS AND OTHER
CREDIT  EXTENSIONS WHICH ARE NOT FOR PERSONAL,  FAMILY OR HOUSEHOLD  PURPOSES OR
SECURED  SOLELY  BY  THE  BORROWER'S  RESIDENCE  MUST  BE  IN  WRITING,  EXPRESS
CONSIDERATION AND BE SIGNED BY THE BANK TO BE ENFORCEABLE.

   DATED as of January 3, 2000.

OBIE MEDIA CORPORATION                      PHILBIN & COINE, INC.

By:                                         By:
   -------------------------------             -------------------------------
   Brian Obie, President                       Wayne P. Schur, President


OBIE MEDIA LTD.                             U. S. BANK NATIONAL ASSOCIATION

By:                                         By:
   -------------------------------             -------------------------------
   Brian Obie, President                       Larry Johnson, Vice President


















Page 6-FIRST AMENDMENT OF LOAN AGREEMENT
<PAGE>

                FIRST AMENDMENT OF COMMERCIAL SECURITY AGREEMENT


PARTIES:

         OBIE MEDIA CORPORATION, an Oregon corporation

         OBIE MEDIA LTD., a British Columbia corporation

         PHILBIN & COINE, INC., a New York corporation

         U. S. BANK NATIONAL ASSOCIATION, a national banking association


RECITALS:

         A. On September 1, 1998, the parties entered into a certain  Commercial
Security Agreement (the Original Security Agreement). Except as specifically set
forth in this amendment, all capitalized terms have the meanings assigned in the
Original Security Agreement.

         B. Contemporaneously with the execution of this amendment,  the parties
are executing a first amendment of the Loan Agreement.


AGREEMENTS:

         1. DEFINITIONS. The following definition in Paragraph 1 of the Original
Security Agreement is revised to read as follows:

                           "Note" means one or more of (a) the  Revolving  Note,
                  Term Note A, the MO Partners  Note and Bridge Note 2 (as those
                  terms  are  defined  in the  Loan  Agreement),  (b) any  other
                  promissory  note  now or  hereafter  delivered  to  Lender  in
                  connection with the Loan Agreement,  (c) any other  promissory
                  note now or hereafter  delivered to Lender in connection  with
                  any other  Indebtedness,  (d) any promissory note  substituted
                  for one or more of them,  and (e) any  document  evidencing  a
                  renewal, extension or modification of one or more of them.

         2. COUNTERPARTS; EXECUTION BY FACSIMILE. This amendment may be executed
in several counterparts,  each of which will be deemed to be an original and all
of  which  together  constitute  one and the  same  instrument.  Delivery  of an
executed copy of this amendment by telecopy,  telex or other means of electronic
communication  producing a printed  copy will be deemed to be an  execution  and
delivery of this amendment on the date of such  communication  by the

Page 1-FIRST AMENDMENT OF COMMERCIAL SECURITY AGREEMENT
<PAGE>

parties  so  delivering  such a copy.  The party so  delivering  such a copy via
electronic communication shall deliver an executed original of this amendment to
the other  party  within one week of the date of  delivery  of the copy sent via
electronic communication.

         3.  EFFECT.  Except as  specifically  modified by this  amendment,  the
Original Security Agreement remains in full force and effect.


         DATED as of January 3, 2000.

OBIE MEDIA CORPORATION                      PHILBIN & COINE, INC.

By:                                         By:
   -------------------------------             -------------------------------
   Brian Obie, President                       Wayne P. Schur, President


OBIE MEDIA LTD.                             U. S. BANK NATIONAL ASSOCIATION

By:                                         By:
   -------------------------------             -------------------------------
   Brian Obie, President                       Larry Johnson, Vice President






Page 2-FIRST AMENDMENT OF COMMERCIAL SECURITY AGREEMENT