Exhibit 10.11



AWARD/CONTRACT .

1. SOLICITATION NO: B-97030810

2. CONTRACT NO.: C-97000039

3. EFFECTIVE DATE: July 1, 1997

4.       CONTRACTS ADMINISTRATOR:
         NAME:    Ken Patterson

         PHONE: (214) 749-2648

5. SHIP TO ADDRESS:  DALLAS AREA RAPID  TRANSIT,  1401 Pacific Ave.,  Room 4102,
P.O. Box 50648, Dallas, Texas 75250 Mark for Attention of:

6. DELIVERY TERMS:

7. DISCOUNTS FOR PROMPT PAYMENT:

8. CONTRACTOR NAME & ADDRESS: OBIE Media

P.O. Box 1356
Eugene, OR 97440
PHONE:   (541) 686-8400
FAX:     (541) 345-4339

9. REMITTANCE ADDRESS: (If different from Item 8)

10. D/M/WBE GOALS:

The D/M/WBE  combined goals for this contract,  expressed as a percentage of the
total contract amount, are:

MBE: 20% WBE: 5%  Of Controllable Expenses



CONTRACT EXECUTION


11 _X_  NEGOTIATED  AGREEMENT:  (Contractor is required to sign below and return
the original  document and one (1) copy to the  Contracting  Officer  within ten
(10) calendar days of receipt.)

Contractor  agrees to furnish and deliver all items or perform all the  services
set forth or otherwise  identified below and on any continuation  sheets for the
consideration  stated herein.  The rights and obligations of the parties to this
contract shall be subject to and governed by the following  documents:  (a) this
Award/Contract,   (b)  the  solicitation,  if  any,  and  (c)  such  provisions,
representations,   certifications,   and  specifications,  as  are  attached  or
incorporated by reference herein. (Attachments are listed herein.)

SIGNATURE OF CONTRACTOR:

Name/Title: Brian Obie, President

12 _  _ AWARD: (Contractor is not required to sign)

The Offer  submitted  in response  to the  Solicitation  identified  in Block 1,
above,  including  the  additions or changes  made by you which  additions to or
changes are set forth in full below,  is hereby  accepted as to the items listed
below and on any continuation  sheets. This award consummates the contract which
consists of the following documents:  (a) the Authority's  solicitation and your
offer,  and  (b)  this  Award/Contract.   No  further  contractual  document  is
necessary.


13 ACCEPTED AS TO:

Lot 1 and Lots 3 through 5

Signature:                 Date:

14. TOTAL AMOUNT OF AWARD

Guaranteed Amount
$13,830,210

15. SIGNATURE OF CONTRACTING OFFICER:


Samuel L. Turner
Typed Name






<PAGE>




TABLE OF CONTENTS:

Award/Contract Form
Schedule
Representations & Certifications Special Solicitation  Instructions & Conditions
Solicitation  Instructions & Conditions  Special  Provisions  General Provisions
DBE, or MBE & WBE Program Specifications Schedule of Current Transit Advertising
Contracts  Schedule  of Transit  Advertising  Space  (Bus)  Schedule  of Transit
Advertising Space (Facilities)








<PAGE>



SCHEDULE

CAUTION:  A false  statement  in any offer  submitted  to DART may be a criminal
offense in violation af Section 37.10 of the Texas Penal Code.

NOTE: For  Invitations for Bids the terms "Offer" and "Offeror" shall mean "Bid"
and  "Bidder,"  respectively;  and for Request for  Proposal the terms "Bid" and
"Bidder" shall mean "Offer" and "Offeror",  respectively,  in this  solicitation
and any associated exhibits.

THE  OFFEROR  MUST  SIGN AND DATE  EACH  PAGE OF THE  SCHEDULE  IN THE  SPACE(S)
PROVIDED AND SUBMIT ALL PAGES WITH THE OFFER.
NAME & TITLE OF OFFEROR'S REPRESENTATIVE:
(print or type)

Brian Obie, President
(Name & Title)
OBIE Media
(Offeror's Name)

SIGNATURE & DATE:

(Signature of Offeror's Representative)


Starting July 1, 1997, the Contractor shall provide to the Authority,  Guarantee
Annual Payment per bus, for each year the contact is in force.  Payment shall be
paid  quarterly,  in advance,  per the payment  provisions of Exhibit D, for the
amounts due in Lot 1. Monthly  payments  will be made for amounts due in Lots 2,
3, 4, and 5.

Note  (1):  Annual  guarantee  amounts  per bus  offered  that are less than the
amounts  specified as minimum  acceptable bid per year per bus or panel will not
be accepted.

Note (2): The offeror is to complete all blank areas in this form.

Note (3):  The Number of Buses  times the Annual Per Bus equal the Total  Annual
Payment.

Note (4):  The Total  Annual  Payment  divided by four (4) equals the  Quarterly
Payment.

<TABLE>
<CAPTION>
Lot 1    Buses Guaranteed Payment
                                                                                 
                                                                                 Minimum
                                Number                                           Annual
               Contract           of    Annual     Annual        Quarterly       Accept.
Item             Year           Buses   Per Bus    Payment        Payment        Bid/Bus
----     --------------------   ------  -------  -----------    -----------     --------  
<S>      <C>                    <C>     <C>      <C>            <C>              <C>
1        07/01/97 to 03/31/98    809    $ 2,000  $ 1,213,500*   $404,500.00      $2,000
2        04/01/98 to 03/31/99    770    $ 3,000  $ 2,310,000    $577,500.00      $2,200
3        04/01/99 to 03/31/00    770    $ 3,600  $ 2,772,000    $693,000.00      $2,400
4        04/01/00 to 03/31/01    770    $ 4,207  $ 3,239,390    $809,847.50      $2,600
5        04/01/01 to 03/31/02    770    $ 4,811  $ 3,704,470    $926,117.50      $2,800
                                                          Total $13,239,360
* 9 Months/3 Quarters                                     (Lot 1)
</TABLE>


SCHEDULE
(Continued)

THE  OFFEROR  MUST  SIGN AND DATE  EACH  PAGE OF THE  SCHEDULE  IN THE  SPACE(S)
PROVIDED AND SUBMIT ALL PAGES WITH THE OFFER.

SIGNATURE & DATE

(Signature of Offeror's Representative)
<TABLE>
<CAPTION>
Lot 2    Wrap-a-Bus (entire bus)

                                    Maximum
                                    Number of        Per Bus *                Minimum
                Contract            Buses/Per        Month      Estimated     Accept Bid/
Item              Year              Month            Payment    Payment       Bus/Month
----     --------------------       ---------        -------    ---------     ----------
<S>      <C>                         <C>             <C>        <C>           <C>
  1      07/01/97 to 03/31/98        40              $ 1,000    $  15,000       $1,000
  2      04/01/98 to 03/31/99        40              $ 1,100    $  22,000       $1,100
  3      04/01/99toO3/31/00          40              $ 1,200    $  30,000       $1,200
  4      04/01/OOtoO3/31/01          40              $ 1,300    $  39,000       $1,300
  5      04/01/01 toO3/31/02         40              $ 1,400    $  49,000       $1,400
                                                     Total      $ l55,000
                                                     (Lot 2)
</TABLE>
<TABLE>
<CAPTION>
Lot 3    Wrap-a-Bus (per side of bus)

                                   Maximum
                                   Number of     Per Bus *                    Minimum
                Contract           Sides /       Per Month      Estimated    Accept Bid/
Item              Year             Month         Payment        Payment      Bus/Month
----     --------------------      ---------     ---------     -----------   ----------
<S>      <C>                       <C>           <C>           <C>           <C>
  1      07/01/97 to 03/31/98        150          $ 200          $ 20,000       $200
  2      04/01/98 to 03/31/99        l5O          $ 225          $ 33,750       $225
  3      04/01/99 to 03/31/00        150          $ 250          $ 37,500       $250
  4      04/01/OOtoO3/31/01          150          $ 275          $ 41,250       $275
  5      04/01/01 to 03/31/02        150          $ 300          $ 45,000       $300
                                                       Total    $ 117,500
                                                       (Lot 3)
</TABLE>
<TABLE>
<CAPTION>
Lot 4             Customization (rear of bus)
                                   Maximum
                                   Number of      Per Bus *                  Minimum
                Contract           Buses /        Per Month      Estimated   Accept Bid/
Item              Year             Month          Payment        Payment     Bus/Month
----     --------------------      ---------      ---------      ----------  ---------
<S>      <C>                       <C>            <C>            <C>         <C>
  1      07/01/97 to 03/31/98        150            $ 100          $ 15,000     $100
  2      04/01/98 to 03/31/99        150            $ 125          $ 18,750     $125
  3      04/01/99 to 03/31/00        150            $ 150          $ 22,500     $150
  4      04/01/00 to 03/31/01        150            $ 200          $ 30,000     $200
  5      04/01/01 to 03/31/02        150            $ 250          $ 37,500     $250
                                                           Total   $123,750
                                                           (Lot 4).

* This amount is in addition to annual payment per bus
</TABLE>

Form 33.215 (03/96)                 Page 2 of 3         Revision 01, June 2,1997




970330810

SCHEDULE
     (Continued)

THE OFFEROR MUST SIGN AND DATE EACH PAGE OF THE SCHEDULE IN THE SPACE(S)PROVIDED
AND SUBMIT ALL PAGES WITH THE OFFER.
SIGNATURE & DATE:

(Signature of Offeror's Representative)

<TABLE>
<CAPTION>
Lot 5                      Facilities Advertising Panels

                                                                                Minimum
                Contract          Number of       Per Panel/ *                  Accept Bid/
Item              Year             Panels         Month         Payment **      Panel/Month
----     --------------------     ---------       ---------     -----------     -----------
<S>      <C>                      <C>             <C>           <C>             <C>
  1      07/01/97 to O3/31/98        101            $  50       $  3,787.50        $ 50
  2      04/01/98 to O3/31/99        101            $  75       $  7,575.00        $ 75
  3      04/01/99 to O3/31/00        101            $ 100       $ 10,100.00        $100
  4      04/01/00 to 03/31/01        101            $ 125       $ 12,625.00        $125
  5      04/01/01 to 03/31/02        101            $ 150       $ 15,150.00        $150
                                                         Total  $ 49,237.50
                                                          (Lot 5)

*  This amount is in addition to annual payment per bus
** 9 Months
</TABLE>


                                    Summary
                            Evaluation Purposes Only
                                                                  Evaluated
                                           Weight                  Amount
Total Lot (1)     $13,239,360.00    x       1.00     =        $   13,239,360.00
Total Lot (2)     $   155,000.00    x        .06     =        $        9,300.00
Total Lot (3)     $   177,500.00    x        .02     =        $        3,550.00
Total Lot (4)     $   123,750.00    x        .01     =        $        1,237.50
Total Lot (5)     $    49,237.50    x        .01     =        $          492.38
Grand Total                $13,253,939.88


Dallas Area Rapid Transit Authority 1401 Pacific Avenue, Dallas, Texas





EXHIBIT A

97030810

REPRESENTATIONS AND CERTIFICATIONS
(LOCALLY FUNDED SUPPLY/SERVICE/CONSTRUCTION CONTRACTS)
NOTE: THIS FORM MUST BE COMPLETED AND RETURNED WITH THE BID/OFFER

TABLE OF CONTENTS

1.       Type of Business  1
2.       Minority and Woman Owned business
         Enterprises (MBE/WBE)      1
3.       Contingent Fee    2
4.       Interest of Public Officials       2
5.       Covenant Against Gratuities        2
6.       Parent Company and Identifying Data2
7.       Certification of Independent Price
         Determination     2
8.       Minority and Woman - Owned Business
         Enterprise Goals  3
9.       Conflict of Interest Certification 3

10. Certificate Concerning Board
               Members, Officers and Employees of
      the Authority                 3

11. Drug-Free Workplace Program
      Certification                4

12. Certification Regarding Debarment
Suspension, Ineligibility and Voluntary
Exclusion         4

13. Communication Policy and
      Certification        5

REPRESENTATIONS

1.       Type of Business (A-101. JAN 94)

(a) The  offeror  represents  as part of its offer that it operates as (Mark one
with an "X"):

O an individual
O a partnership
O a sole proprietorship X a corporation O another entity

(b) If incorporated, under the laws of the State of:

Oregon   l

2.       Minority and Woman-Owned Business Enterprises (MBE/WBE) (A-121, Jan 94)

The offeror represents as part of its offer that it (Mark one with an "X"):

O is
X is not

a  minority-owned  business  enterprise  (MBE). An "MBE". is defined as "a small
business  concern  which is at least 51  percent  owned by one or more  minority
individuals,  or in case of any publicly owned business,  at least 51 percent of
the  stock  of which is owned  by one or more  minority  individuals  and  whose
management  and daily  business  operations are controlled by one or more of the
minority  individuals  who own it." For  purposes of this  definition,  minority
individuals   include  Black  Americans,   Hispanic   Americans,   Asian-Pacific
Americans, Asian-lodian Americans, and Native Americans.

(b) The offeror represents as part of its offer that it (Mark one with an "X"):

O is
X is not

         Brian Obie, President


<PAGE>




97030810

a woman-owned business enterprise (WBE). A "WBE" is defined as "a small business
concem which is at least 51 percent  owned by women,  or in case of any publicly
owned business,  at least 51 percent of the stock of which is owned by women and
whose management and daily business  operations are controlled by one or more of
the women who own it."

3.       Contingent Fee (A-103. JAN 94)

(a) Except for full-time bona fide employees working solely for the offeror, the
offeror represents as part of its offer that it (Mark one with an "X"):

O has
X has not

employed or retained any company or persons to solicit or obtain this  contract,
and (Mark one with an "X"):

O has
X has not

paid or agreed to pay any person Or company  employed  or retained to solicit or
obtain  this  contract  any  commission,  percentage,  brokerage,  or other  fee
contingent upon or resulting from the award of this contract.

(b) The  offeror  agrees  to  provide  information  relating  to (a)  above,  as
requested by the Contracting  Officer and, when any item in subparagraph  (a) is
answered  affirmatively,  to  promptly  submit  to  the  Contracting  Officer  a
completed Standard Form 119, "Statement of Contingent or Other Fees."

4.       Interest of Public Officials (A-104. JAN 94)

The offeror represents and warrants that no employee, official, or member of the
Board  (Executive  Committee)  of  the  Authority  is  or  will  be  pecuniarily
interested or benefited directly or indirectly in this contract.

5.       Covenant Against Gratuities (A-105. JAN 94)

The  offeror  represents  as part of its offer  that  neither  it nor any of its
employees,  representatives  or agents have offered or given  gratuities (in the
form of entertainment,  gifts or otherwise) to any director, officer or employee
of the  Authority  with the view  toward  securing  favorable  treatment  in the
awarding,  amending,  or the  making of any  determination  with  respect to the
performing of the contract.  See the General Provisions Clause entitled Interest
of Public Officials.

6.       Parent Company  and Identifying Data
         (A-108, JAN 94)

(a) The offeror represents as part of its offer that it (Mark one with an "X")

O is
X is not

owned or controlled by a parent company.  A parent  company,  for the purpose of
this  provision,  is one that owns or controls the activities and basic business
policies of the bidder. To own the bidding company means that the parent company
must own more than 50 percent of the voting rights in that company.

A  company  may  control  a bidder  as a parent  even  though  not  meeting  the
requirements for such ownership if the company is able to formulate,  determine,
or veto basic  policy  decisions  of the  offeror  through  the use of  dominant
minority voting rights, use of proxy voting, or otherwise.

(b) If the  offeror is not owned or  controlled  by a parent  company,  it shall
insert its own Employer's Identification Number below:

93-0966515

(c) If the offeror is owned or controlled by a parent company, it shall enter in
the blocks below the name and main office address of the parent company, and the
parent company's Employer's Identification Number.

NAME OF PARENT COMPANY AND MAIN OFFICE  ADDRESS  (INCLUDE ZIP AND PHONE):


PARENT COMPANY'S EMPLOYER'S IDENTIFICATION #:



CERTIFICATIONS

7.       Certification of Independent Price Deter
         mination (A-109. JAN 94)

(a) By  submission  of this offer,  the offeror  certifies  and in the case of a
joint offer, each party thereto  certifies as to its own  organization,  that in
connection with this procurement:

(1) The  prices  in this  offer  have been  arrived  at  independently,  without
consultation,  communication,  or  agreement,  for the  purpose  of  restricting
competition,  as to any matter relating to such prices with any other offeror or
with any competitor.



<PAGE>





97030810


(2) Unless otherwise  required by law, the prices which have been quoted in this
offer have not been knowingly disclosed by the offeror and will not knowingly be
disclosed  by the offeror  prior to the  opening  (in the case of an  advertised
procurement)  or  prior  to award  (in the  case of a  negotiated  procurement),
directly or indirectly to any other offeror or to any competitor; and

(3) No attempt  has been made or will be made by the offeror to induce any other
person  or  firm to  submit  or not to  submit  an  offer  for  the  purpose  of
restricting competition.

(b) Each person signing this offer certifies that:

(1) He is the  person in the  offeror's  organization  responsible  within  that
organization  for the decision as to the prices being offered herein and that he
has not participated, and will not participate, in any action contrary to (a)(1)
through (a)(3) above; or

(2) He: (i) is not the person in the offeror's  organization  responsible within
that  organization  for the decision as to the prices being  offered  herein but
that he has  been  authorized  in  writing  to act as an agent  for the  persons
responsible  for  such  decision  in  certifying  that  such  persons  have  not
participated, and will not participate, in any action contrary to (a)(1) through
(a)(3)  above,  and as their  agent  does  hereby so  certify;  and (ii) has not
participated, and will not participate, in any action contrary to (a)(1) through
(a)(3) above.

8.       Minority and Woman-Owned Business Enterprise Goals (a-123, JAN 94)

If goals  have been  established,  by  submission  of this  offer,  the  offeror
certifies  that it will comply with the provisions of Exhibit G attached to this
solicitation  entitled  "Minority Business  Enterprise and Woman-Owned  Business
Enterprise  Program," and will meet such goals as are established in any ensuing
contract.

9.       Conflict of Interest Certification
         (A-124. JAN 94)

This  Certification is required to be completed if the solicitation is a Request
for Proposals (not required for Invitation for Bids).

By submission of this proposal, I certify that:

(a) I have read and understand the General  Provisions clause entitled "lnterest
of Public Officials" that will be incorporated into any contract  resulting from
this  solicitation.  I further  understand  that the pecuniary  interest in that
clause includes employment relationships.

(b) I understand the Authority has an internal  conflict of interest  policy for
its  employees  which  includes  as an actual or  possible  conflict of interest
whether  or not a member of the  employee's  immediate  family  works for a firm
doing, or seeking to do, business with the Authority.

(c)      Mark one with an "X":

X To the best of my knowledge  and belief,  no employee of my firm is related to
an Authority employee; or

   An employee of my firm is related to an  Authority  employee  and a letter to
the Contracting Officer explaining that relationship is attached to this Exhibit
A.

(d) The  requirement  of this  certification  has  been  passed  through  to all
first-tier  subcontractors or subconsultants  anticipated to be used at the time
of the submission of my proposal.

10.  Certificate  Concerning  Board  Members.  Officers  and  Employees  of  the
Authority A-116, JAN 94)

The Dallas Area Rapid Transit  Authority  has adopted a Code of Ethical  Conduct
(Resolution  No. 910154,  approved  August  27,1991) which  prohibits DART Board
Members and DART  employees  from  participating  in any contract or  employment
relationship for certain periods after their relationship with DART ends. In the
case of  former  Board  Members,  the  prohibition  is for a period  of one year
following the end of the members two year term of office or eighteen months from
the date of the members resignation  (whichever is the earlier date) and applies
to  their  participation  as  a  principal  in a  DART  contract  or  first-tier
subcontract,  or an employment relationship with a DART contractor or first-tier
subcontractor.  For former DART employees, the prohibition is for one year after
leaving DART,  and relates to any  assignment of the former  employee to work on
any DART  project on which he or she had  significant  responsibility  as a DART
employee The time limits and other  restrictions  of the Code of Ethical Conduct
applies to spouses of former Board Members and former DART  employees.  The Code
establishes a formal waiver policy when the Board of Directors determines,  by a
two-thirds  vote,  that  it is in  the  best  interest  of  DART  to  waive  the
prohibitions as to either former Board Members or DART employees.  A copy of the
Board Resolution No. 910154 may be obtained from the DART Contracting Officer.

(a) By submission of this  bid/offer the offeror hereby  certifies  that, to the
best of his/her  knowledge  and belief,  with the  exception of any  information
described  in  this  certification  or  attached  hereto,  the  offeror  has  no
information  concerning  a  violation  or possible  violation  of the DART Board
Policy on Code of Ethical  Conduct as  established  in  Resolution  No.  910154,
approved


<PAGE>



August 27, 1991,  which would  result if DART awards a contract  based upon this
bid/offer.

(b) This  certification  concerns a material  representation  of fact upon which
reliance will be placed in awarding a contract.  if it is later  determined that
the bidder/offeror knowingly rendered an erroneous certification, in addition to
any other remedies the Authority may have, the Contracting Officer may terminate
the contract  resulting from this solicitation for default and/or recommend that
the bidder/offeror be debarred or suspended from doing business with DART in the
future  in  accordance  with the  procedures  set  forth in  DART's  Procurement
Regulations.

(c) Violations or possible  violations.  [Continue on plain bond paper and label
Certificate  Concerning  former Board  Members,  Officers  and  Employees of the
Dallas Area Rapid Transit Authority  (Continuation Sheet).] ENTER "NONE" IF NONE
EXISTS.

(Please Make Entry on This page)

VIOLATIONS OR POSSIBLE VIOLATIONS:

None

(d) The bidder/offeror shall provide immediate written notice to the Contracting
Officer  if, at any time prior to  contract  award,  the he/she  learns that its
certification  was erroneous when submitted or has become erroneous by reason of
changed circumstances.

(e) The bidder/offeror  further agrees by submitting this bid/offer that it will
include this Certificate,  without modification, in all first-tier subcontracts.
The  bidder/offeror  shall  be  responsible  for  compliance  by any  first-tier
subcontractor with the provisions set forth in this Certificate.

11.      Drug-Free-Work place Program Certifica tion (A 125. J.4N 94)

This certification applies to construction contracts only.

(a) By submission of a bid, the bidder  certifies and agrees that,  with-respect
to the bidder and all employees of the bidder to be utilized in the  performance
of any contract resulting from this solicitation,  it will establish a drug-free
workplace  program that complies with the provisions of the Drug-Free  Workplace
Program Clause of the General Provisions.

(b) Failure of the bidder to have the drug-free workplace program complying with
this  certification  and the Drug-Free  Workplace  Program Clause of the General
Provisions  available  for the  Authority's  review and  approval as part of the
Authority's   pre-award   responsibility   survey  will  be  deemed  a  lack  of
responsibility rendering the bidder unqualified and ineligible for award.

12. Certification  Regarding Debarment  Suspension,  Ineligibility and Voluntary
Exclusion (A-126, Aug 94)

(a)  Primary  Covered  Transactions.  [This  certification  applies to the offer
submitted in response to this solicitation and will be a continuing  requirement
throughout the term of the prime contract.

(1) The  accordance  with the  provisions  of  Appendix  A to 49 Code of Federal
Regulations  (CFR) Part 29, the offeror  certifies to the best of its  knowledge
and belief, that it and its principals:

(i) are not presently  debarred,  suspended,  proposed for  debarment,  declared
ineligible,  or voluntarily  excluded from covered  transactions  by any Federal
department or agency;

(ii) have not within a three-year  period preceding this offer been convicted of
or had a civil  judgment  rendered  against  them for  commission  of fraud or a
criminal  offense  in  connection  with  obtaining,  attempting  to  obtain,  or
performing a public (Federal,  State, or local)  transaction or contract under a
public  transaction;  violation  of  Federal  or State  antitrust  statutes,  or
commission  of  embezzlement,   theft,   forgery,   bribery,   falsification  or
destruction of records, making false statements, or receiving stolen property;

(iii) are not presently indicted for or otherwise  criminally or civilly charged
by a govemmental entity (Federal, State, or local) with commission of any of the
offenses enumerated in paragraph (1)(ii) of this Certification; and

(iv) have not within a three-year  period  preceding  this offer had one or more
public transactions (Federal, State, or local) temminated for cause or default.

(2) Where the  offeror  is unable to certify  to any of the  statements  in this
Certification, the offeror shall attach an explanation to this offer.

(b) Lower Tier Covered Transactions.
   [This certification applies to a subcontract at any tier expected to




<PAGE>



equal or exceed $25,000 and will be a continuing requirement throughout the term
of the prime contract.]

(1) In  accordance  with the  provisions  of  Appendix  B to 49 Code of  Federal
Regulations   (CFR)   Part  29,   the   prospective   lower   tier   participant
(subcontractor)  certifies, by submission of this offer, that neither it nor its
principals is presently debarred,  suspended,  proposed for debarment,  declared
ineligible,  or voluntarily  excluded from  participation in this transaction by
any Federal department or agency.

(2) Where the prospective  lower tier participant is unable to certify to any of
the statements in this certification,  such prospective participant shall attach
an explanation to this proposal.

(c) The Certification  required by subparagraph (b), above, shall be included in
all applicable subcontracts and a copy kept on file by the prime contractor. The
prime  contractor  shall be required to fumish copies of  certifications  to the
Contracting Officer upon the Contracting Officer's request.

13       Communication Policy and
         Certification (A 129. SEP 95)

(a) All oral and wntten  communications  with DART regarding  this  solicitation
should be  exclusively  with,  or on subjects and with persons  approved by, the
person  identified in Block 3 of the  solicitation  cover sheet.  Discussions or
communications  with any other person could result in disclosure of  proprietary
or other competitive sensitive information or otherwise create the appearance of
impropriety  or unfair  competition  and,  thereby,  compromise the integrity of
DART's  procurement  system.  If competition  issues cannot be resolved  through
normal communication  channels, the DART Procurement Regulations contain protest
provisions for actual or  prospective  competitors  claiming any  impropriety in
connection with this procurement.

(b) By submission of this bid or proposal,  the bidder or offeror certifies that
it has not,  and will not  prior to  contract  award,  communicate  orally or in
writing with any DART  employee or other  representative  (including  DART Board
members,  DART contractors,  or DART consultants) other than the individual,  or
person(s) and on subjects  approved by the  individual,  named in Block 3 of the
solicitation, except as described below: {Enter "NONE" if none exists.}

Name of DART
Representative

None

Date and Subject of Communication

(c) This  certification  concems a  material  representation  of fact upon which
reliance will be placed in awarding a contract.  If it is later  determined that
the bidder/offeror knowingly rendered an erroneous certification, in addition to
any other remedies the Authority may have, the Contracting Officer may terminate
the contract  resulting from this solicitation for default and/or recommend that
the bidder/offeror be debarred or suspended from doing business with DART in the
future  in  accordance  with the  procedures  set  forth in  DART's  Procurement
Regulations. In addition, a false entry could be a violation of Texas Penal Code
paragraph 37.10.

(d) The bidder/offeror shall provide immediate written notice to the Contracting
Officer  if,  at any time  prior  to  contract  award,  he/she  learns  that its
centfication  was,  or  a  subsequent  communication  makes,  the  certification
erroneous.

         SIGNATURE BLOCK FOR ALL
REPRESENTATIONS & CERTIFICATIONS

NAME OF BIDDER & ADDRESS (INCLUDE ZIP & PHONE)

OBIE Media
Attn: Brian Obie
P.0. Box 1356
Eugene, OR 97440

(541 ) 686-8401

SIGNATURE:


TYPE     NAME:

Brian Obie

DATE:             1-7-97



OFFERORS MUST SET FORTH FULL,  ACCURATE AND COMPLETE  INFORMATION AS REQUIRED BY
THIS SOLICITATION  (INCLUDING THIS ATTACHMENT).  FAILURE TO DO SO MAY RENDER THE
OFFER NONRESPONSIVE OR UNACCEPTABLE.

A FALSE  STATEMENT IN ANY BID OR PROPOSAL  SUBMITTED TO THE  AUTHORITY  MAY BE A
CRIMINAL OFFENSE IN VIOLATION OF SECTION 37.10 OF THE TEXAS PENAL CODE.



















EXHIBIT B
SPECIAL SOLICITATION INSTRUCTIONS and CONDITIONS

1. Introduction and Purpose of Solicitation

(a) The Dallas Area Rapid Transit  Authority  (the  "Authority"  or "DART") is a
public transportation agency providing an assortment of transportation  services
to 13 cities in the Dallas, Texas,  Metroplex.  Transportation  services include
bus, a 20 mile electric  light-rail  system,  a 10 mile commuter rail line, high
occupancy vehicle (HOV) lanes,  ride-share programs,  curb-side services for the
mobility impaired, and transit educational services.

(b) The Authority is seeking sealed offers from  qualified  firms or individuals
interested  in  an  exterior  bus  and  selected  DART  facilities   advertising
concession  contract,  as  described  in Exhibit I,  Specifications  for revenue
producing advertising program from DART passenger carrying vehicles and selected
facilities  under the control and  operation of the  Authority.  The  Contractor
shall have the advertising concession rights for the exterior of designated DART
vehicles and  facilities  with the exception of the current  electric  messaging
contract in effect, and interior bus cards (advertising),  and future electronic
messaging signs which may be installed in DART vehicles and facilities.


2. Evaluation of Bids and Basis for Award

(a) One award is anticipated under this  solicitation.  Multiple contract awards
shall not be made. (I-100.03 A, AUG 90)

(b) Award will be made to the firm that  submits the highest  evaluated  amount.
For  evaluation  purposes,  the  following  weights will be assigned to the lots
based upon ratio's of anticipated revenues:

(1) Lot 1 100%
(2) Lot 2         6%
(3) Lot 3         2%
(4) Lot 4         1%
(5) Lot 5         1%

(c)  Offerors  must bid on all line items within each lot and bid all lots to be
eligible  for award.  Failure to bid all line items in all lots shall render the
bid as nonresponsive and not eligible for award.


3. Sales Contract Information

(a) The incumbent contractor has existing contracts for advertising as described
in Exhibit J. The successful  offeror of this  solicitation  will be responsible
for paying the sales commission for those contracts to the incumbent.

DART Form 33B     Page 1 of 3       12/23/96

30810B1.SAM                Revision 01               Dec. 18, 1996

970308 1 0

(b) The  successful  offeror will be required to pay the incumbent  Contractor a
15% commission on all  advertising  contracts  assigned and  transferred  during
their unexpired term or for 12 months, whichever is earlier.

(c) Any sales  commission  due from  above  will be paid  within  30 days  after
completion of the month that the advertising runs.

4. Qualifications

(a) In addition to all other  criteria,  the Authority may evaluate to determine
responsibility,   the  high  responsive   bidder  must  demonstrate  or  provide
documentation,  when requested,  that they meet or exceed the following  minimum
qualifications.  The minimum  qualifications are as follows:  experienced in the
transit advertising business;  must demonstrate the capability to operate within
the Dallas  MetroPlex  area,  have or acquire a local office;  be in the transit
advertising  business  for  at  least  3  years  with  last  years  billings  of
approximately $4 million;  currently provide similar bus advertising services to
at least one other market comparable in size to Dallas;  provide references from
transit  agencies  or other  appropriate  sources;  have  experience  or current
concession  contracts  with at least one government  agency or  equivalent;  and
provide an irrevocable  letter of credit,  performance  bond, or other method to
guarantee  payment to DART, in an amount equal to the first year's annual amount
due DART for Lots I and 5.

(b) The  successful  offeror  must also  provide  the  following  upon  request:
evidence  of  any  pending   judgments,   lawsuits,   claims  or  liens  in  any
jurisdiction,  any default on any agreement in the past 5 years, the reasons and
whether the default has been  resolved,  and any  declaration  of  voluntary  or
involuntary bankruptcy within the past 5 years.

5. Tie Bids

(a) High tie bids are high  responsive  bids from  responsible  bidders that are
identical in evaluated  price and which meet all the  requirements  and criteria
set forth in the Invitation for Bids.

(b) Award of high tie bids  shall  not be made by  drawing  lots,  except as set
forth below, or by dividing business among the tie bidders. At the discretion of
the Vice  President  of  Contracts,  award shall be made in any manner  provided
below that will resolve a high tie bids situation. If no permissible method will
be effective in resolving the situation,  and a written determination is made so
stating, award may be made by drawing lots.

(c)  Procedures  which shall be used to resolve a high tie bids  situation is as
follows in the following priority:

(1) awarding to the firm that had submitted the highest bid for Lot 1,

(2)  awarding  the  contract  to  a  business  providing  property  produced  or
manufactured  in Texas or to a  business  that  otherwise  maintains  a place of
business in the Authority's service area;

DART Form 33B     Page 2 of 3       12/23/96
3081 OB 1. SAM    Revision 01               Dec. 18,1996



(3)  awarding  to the tie bidder  which is a  minority  business  enterprise  as
defined by policies of the Authority,

(4) awarding the contract to the tie bidder who received the previous award; or

(5)  rejecting all bids and  negotiating  a price with the tie bidders  provided
that the contract shall be let for more than the original highest responsive bid
received.

7. Special Notices

(a) DART is currently in the process of awarding a contract for 40ft buses.  The
results of that contract will not be known until approximately Jan. 4, 1997 DART
anticipates  these  buses to be placed  into  service  as  indicated  by Items 8
through 14 as displayed on Exhibit K.

(b) DART plans to retire the various classes of buses as indicated on Exhibit K.

(c) DART plans to acquire 30ft buses.  It is anticipated  that this  acquisition
will be completed in FY 97. See Item 7 on Exhibit K.

(d) The sizes of advertising space available for the new procurement 30 and 40ft
buses are estimates only.

(e)  When  the  configuration  of the  30ft  and  40R  buses  is  known  and the
acquisition  contracts  executed,  either  party  may  request  a change  to the
contract to more accurately  reflect the value of the  advertising  space on the
exterior of the buses.

(f) Questions concerning this solicitation must be submitted in writing prior to
the date and time  specified  for the  pre-bid as listed in Block 6 of DART Form
33.201.

(g) An  amendment  will be  issued to this  solicitation  when  DART's  minority
participation goals have been finalized.

(h) Reference  Exhibit C, Paragraph 8, Minority Owned Business  Enterprise (MBE)
and Woman Owned  Business  Enterprise  (WBE),  these goals shall not include any
direct  payments  to DART but are  expressed  as a  percentage  of  controllable
expenses which are available subcontracting  opportunities in the performance of
the contract

             ************* End of Exhibit B ********************













EXHIBIT D
SPECIAL PROVISIONS

1. Term of Contract (S-200.03A, AUG 90)

The term of this contract shall be 4 years 9 months from 07/01/97 to 03/31/02.

2. Contract Type


This is a fixed unit price per bus/panel  concession  contract for those amounts
specified in the Schedule.

3. MBE/WBE Payment Documentation

The  Contractor  and the  Authority  will  mutually  agree  upon a report  which
reflects a breakdown of the amounts paid to date to MBE/WBEs  identified  by the
Contractor to participate on this contract.

4. Assignment of Contracts for Advertising

In addition to the terms spelled out in the General Provisions,  upon expiration
of the  term  of this  Contract  or the  extensions  thereof,  or  upon  earlier
termination not  attributable to default by the Contractor,  upon DART's request
the  Contractor  shall  immediately  assign and  transfer to DART,  and DART may
accept, contracts for advertising on DART's vehicle`' or facilities which are in
effect,  and such  contracts  shall there upon become the property of DART.  All
advertising  contracts  written by the Contractor  shall  expressly  permit such
assignments. Following such assignment and transfer, DART or its assignees shall
pay to the  Contractor,  when and as received,  fifteen percent (15%) of the net
billings  received from such contracts for the unexpired period of the contract.
The Contractor  shall not enter into any contract with  advertisers  that extend
more than six (6) months beyond the expiration date of this Contract, except for
complete  wrap-a-bus,  which  can  extend to no more than  twelve  (12)  months,
without written approval of the Contracting Officer.

5. Additional Definitions (S-200.11A, AUG 90)

As used throughout this contract, the following terms shall have the meaning set
forth below.

(a) The D/FW  CMSA  (Dallas/Fort  Worth  Consolidated  Metropolitan  Statistical
Areas) includes the following nine (9) Texas counties:  Collin,  Dallas, Denton,
Ellis, Johnson, Kaufman, Parker, Rockwall and Tarrant. (S-200. 11B, AUG 90)

(b) Work days is defined  as any day Monday  through  Friday,  except  Authority
designated holidays. (S-200. 1 ID, AUG 90)

DART Form 33D     - Page 1 of 6
                                                                        06/03/97

3081OD2.SAM                Revision 02      June 2, 1997
                                                                        97030810

(c) Omitted

(d)  The  term  "the   Concessionaire   or  Contractor"  means  the  individual,
corporation, company, partnership, firm, or combination thereof, who has entered
into this  contract  with the  Authority  in order to  receive  the  rights  and
privileges granted hereunder.

(e) The term  "Concession or Contract" means the right and privilege  granted to
the Contractor to solicit,  sell, and display advertising in spaces provided for
that purpose on transit buses operated by or for the Authority.

(f) The term "Yearly Guarantee" means the minimum per bus amount, per year times
the number of vehicle or facility as describe in this  section,  per year, to be
paid by the  Contractor to the  Authority and it shall be the amount  entered in
Schedule of the Offer Form which is attached to this contract and a part hereof.
"Year,"  as used in this  contract  shall  mean a contract  year  lasting  three
hundred sixty-five (365) days.

(g)   The   term   "Contracting   Officer's   Representative"   or   "Authorized
Representative(s) of the Contracting Officer" means the individual(s)  appointed
by the Contracting Officer to act on his behalf with such power and authority as
may be delegated in writing by the Contracting Officer.

(h) The term Contractor"  means the party with whom the Authority has executed a
Contract.

(i) The term "Board of Directors:,  "DART Board",  or "Board" means the Board of
Directors of the Dallas Area Rapid Transit Authority.

(j) The term  "Executive  Director"  means the  President/Executive  Director of
DART.

(k) The term "Operating Facilities" means equipment, trade fixtures, appliances,
signs,  special  lighting,  fixtures,  decorations,  draperies or other  special
finishing  work  installed  or used by the  Contractor  in its  operation in the
MetroPlex which are considered the property of the Contractor.

(1) The term "Vehicle" shall include DART operated and controlled  buses,  vans,
and rail cars.

(m) The term "Facilities" shall include DART facilities such as transit centers,
rail  stations,  transfer  points,  or real property  operated by DART or DART's
Contractor.

6. Payments to the Authority

(a) In consideration  of the rights and privileges  granted under this contract,
the Contractor  agrees to pay the Authority the annual amount on a monthly basis
I month in advance for Lots I and 5 to arrive as indicated below. The Contractor
shall  pay on and a  monthly  basis  for Lots 2, 3, and 4, as  described  in the
Schedule, payment due as indicated below.

(b) Upon award of this contract, within 5 working days the Contractor shall make
payment to DART for the  guaranteed  amounts  indicated for Lots I and 5 for the
first month of the contract. On the twentieth (20th) day of the of the month the
Contractor shall pay the Authority the amounts due from

DART Form 33D     Page 2 of 6  06/03/97 3081OD2.SAM Revision 02  June2, 1997
the  preceding  month for  wrap-a-bus/side/rear,  i.e.,  Lots 2, 3 and 4 and the
guaranteed amount for Lots I and 5.

(c) Funds are to be  delivered  by courier so they arrive prior to the date that
the funds are due. Funds are to be forwarded to the Contracts  Administrator  of
this contract.

(d)  Payments  received  more than 3 days late will be  assessed a late  payment
charge at the current short term Treasury Bill rate.

7. Insurance Requirements for Services Contract (S-200.08B, NOV 92)

(a) Contractor's  Insurance.  The Contractor shall, at all times during the term
of this contract and extended terms thereof,  provide and maintain the following
types of insurance  protecting the interests of the Authority and the Contractor
with limits of liability not less than those specified below.

(1)  Workers'  Compensation  insurance  or  its  equivalent  providing  benefits
comparable to those provided under the Workers' Compensation Act of the State of
Texas  and/or  any  other  State  or  Federal  law  or  laws  applicable  to the
Contractor's employees performing work under this contract. Employer's Liability
insurance  with limits of liability of not less than  $1,000,000  each accident,
$100,000 each employee for disease and S500.000  policy limit for disease.  This
insurance must be endorsed with a Waiver of Subrogation Endorsement, waiving the
carrier's right of recovery under subrogation or otherwise from the Authority.

(2) Commercial General Liability insurance or its equivalent providing limits of
not less than  $1,000,000  for bodily injury and property  damage per occurrence
with a general  aggregate of $1,000,000 and a products and completed  operations
aggregate of $1,000,000. There shall not be any policy exclusions or limitations
for the following:  Contractual liability covering the Contractor's  obligations
herein;  Personal  injury/advertising  liability;  Medical payments; Fire damage
legal  liability;  Broad form property  damage;  and  Liability for  independent
contractors

(3) Comprehensive  Automobile Liability insurance or its equivalent covering all
owned,  hired and non-owned  vehicles used in connection with the work performed
under this contract with limits of liability not less than $1,000,000.

(b)  Certificates  of  Insurance.  Before  commencing  with this  contract,  the
Contractor  shall mail  Certificates of Insurance  satisfactory to the Authority
(or,  as and when the  Authority  may  direct,  copies of the  actual  insurance
policies) to the following address:

Dallas Area Rapid Transit Authority
P. O. Box 660163
Dallas, TX 75266-7235
Attention: Contracts Section

evidencing that insurance as required by paragraph (a), and all subparagraphs to
(a) above, is in force, stating policy numbers, dates of expiration,  and limits
of liability  thereunder.  All copies of policies and  Certificates of Insurance
submitted  to the  Authority  shall be in form  and  content  acceptable  to the
Authority.

DART Form 33D     Page 3 of 6  06/03/97 30810D2.SAM   Revision 02   June 2, 1997



(c) Approval of Forms and  Companies.  All insurance  described in this contract
shall be in a form and content satisfactory to the Contracting Officer. No party
subject to the provisions of this contract shall violate or knowingly  permit to
be violated any of the provisions of the policies of insurance described herein.
All insurance should be provided by insurance  companies with a Best's rating of
B+ or better.

(d) Additional Insured Endorsement.  The policy or policies providing commercial
general liability, automobile liability and as otherwise required above shall be
endorsed to name the Authority, its officers,  directors,  employees and assigns
as Additional  Insured as respects  operations  performed by or on behalf of the
Contractor in performance of this contract.

(e) Notice of Cancellation or Material Change.  Policies and certificates  shall
specifically provide a thirty (30) day notice of cancellation,  non-renewal,  or
material change to be sent to the Authority.

(f)  Subcontractors.  If any part of the work is sublet,  the  Contractor  shall
require any and all subcontractors  performing work under this contract to carry
insurance of the types and with limits of liability as the Contractor shall deem
appropriate  and  adequate.  In the event a  subcontractor  is unable to furnish
adequate insurance required under the contract, the Contractor shall endorse the
subcontractor as an Additional Insured.  The Contractor shall obtain and furnish
the Authority Certificates of Insurance evidencing the subcontractors' insurance
coverage.

(g) Multiple Policies. The limits of liability as required above may be provided
by a single policy of insurance or a combination of primary,  excess or umbrella
liability  policies.  In no event shall the total limit of liability for any one
occurrence or accident be less than the amount shown above.

(h)  Deductibles.  Companies  issuing the insurance  policies and the Contractor
shall have no recourse  against  the  Authority  for payment of any  premiums or
assessments  for any  deductibles,  as all such premiums and deductibles are the
sole responsibility and risk of the Contractor.

(i) No Release. The carrying of the above-described  coverage shall in no way be
interpreted as relieving the Contractor of any other responsibility or liability
under this agreement or any applicable law, statute, regulation or order.

8. Insurance - Work on Authority Installation (6-203.07. JUN 861

(a) The Contractor  shall,  at its own expense,  provide and maintain during the
entire  performance  period of this  contract  at least  the  kinds and  minimum
amounts of insurance required in the Schedule or elsewhere in the contract.

(b) Before commencing work under this contract,  the Contractor shall certify to
the  Contracting  Officer  in  writing  that  the  required  insurance  has been
obtained.   The  policies   evidencing   required  insurance  shall  contain  an
endorsement to the effect that any cancellation or any material change adversely
affecting the Authority's interest shall not be effective (1) for such period as
the laws of Texas  prescribe  or (2)  until 30 days  after  the  insurer  or the
Contractor gives written notice to the Contracting Officer,  whichever period is
longer.

DART Form 33D 30810D2.SAM Page 4 of 6 Revision 02    06/03/97 June 2, 1997
(c) The  Contractor  shall insert the substance of this clause,  including  this
paragraph  (c), in  subcontracts  under this  contract  that  require work on an
installation  owned or operated by, or under the control of, the  Authority  and
shall require  subcontractors to provide and maintain the insurance  required in
the Schedule or elsewhere  in the  contract.  At least five days before entry of
each such  subcontractor's  personnel on the installation,  the Contractor shall
furnish (or ensure that there has been furnished) to the  Contracting  Officer a
current  certificate  of insurance,  meeting the  requirements  of paragraph (b)
above. for each such subcontractor.

9. Other Contracts

The Contractor  shall fully cooperate with other  Contractors,  and employees of
the Authority and shall  carefully  adapt  scheduling of the prosecution of this
contract to  accommodate  others,  heeding any direction that may be provided by
the Contracting  Officer. The Contractor shall not commit or permit any act that
will interfere  with the  prosecution  of work by any other  contractors,  or by
employees of the Authority.

10. Royalties and Patents (6-203.17. JUN 86)

The Contractor  shall pay all royalties and license fees.  The Contractor  shall
defend all suits or claims for  infringement of any patent rights and shall save
the Authority  harmless from loss on account  thereof,  except when a particular
design,  process,  or product of a particular  manufacturer  is specified by the
Authority;  provided,  that,  if the  Contractor  has reason to believe that the
design,  process,  or product specified infringes a patent, the Contractor shall
be responsible  for such loss unless it promptly  gives such  information to the
Contracting Officer.

11. Protection of Authority Property (6-203.1 1. JUN 86)

The Contractor shall use reasonable care to avoid damaging  existing  buildings,
equipment,  and  vegetation on or about  premises owned by, or under the control
of, the Authority.  If the  Contractor's  failure to use reasonable  care causes
damage to any of this property,  the Contractor The Contracting Officer directs.
If the  Contractor  fails or refuses  to make such  repair or  replacement,  the
Contractor shall be liable for the cost, which may be deducted from the contract
price.

12. Daily Administration of Contract

The Contractor shall assume full responsibility for the daily  administration of
the Concession  and all duties which would normally  constitute an integral part
thereof.  This shall include,  but not  necessarily  be limited to,  accounting,
solicitation, sales, billing, posting, display, and promotion.

13. Employees of the Contractor

(a) The  Contractor  shall not  employ or retain in its  services,  or permit to
remain on the  premises,  any person  declared,  or cause,  to be unfit for such
employment or otherwise objectionable by the Contracting Officer.

(b) The Contractor shall require its employees in all  circumstances to exercise
courtesy and consideration in all dealings with the public and DART employees or
DART Contractor employees.
DART Form 33D Page 5 of 6  06/03/97 30810D2.SAMRevision 02    June 2, 1997
14. Base Fleet Size

(a) The base fleet size (that is, the total  number of buses in the  Authority's
active fleet,  including any undergoing  maintenance or repairs on the effective
date  of  this  contract  or  in  the  &  sure,   and  excluding  any  that  are
decommissioned  or  mothballed)  is  expected  to be the  total  number of buses
identified in the Schedule of Transit Advertising Space,  Exhibit K. The current
and projected  fleet size is provided at Exhibit K. The DART operated  buses are
located at 4 facilities within the city of Dallas. Contractor operated buses are
located  at  several  facilities  in the  Dallas  area.  A  current  list of bus
locations will be provided after contact award:

(b) For  purposes of  calculating  payments  due the  Authority  pursuant to the
Payments to the Authority  clause,  hereof,  and upon the effective date of this
contract,  Exhibit  K  represents  the  actual  number  of buses  available  for
advertising  purposes.  Additionally,  if at any time the actual base fleet size
varies  more  than  five  percent  (5%)  above or below  the  number of buses as
indicated  in Exhibit K, and the  Schedule,  any change in the amount of payment
due the  Authority,  will be  determined  by a  revision  to  Exhibit  K and the
Schedule,  to reflect actual number of buses.  Not withstanding any variation in
the base fleet size, the Guaranteed Annual Amount shall remain unchanged.

(c) The Contracting  Officer  reserves the right to issue a revised Exhibit K to
reflect  current or projected base fleet size absent a written  request from the
Contractor  at any time and from time to time  during  the  initial  term or any
extended terms of this contract.

********************* End of exhibit D ********************




























Dallas Area Rapid Transit Authority
1401 Pacific Avenue, Dallas, Texas

EXHIBIT I
SPECIFICATIONS

1. General Services

The Contractor  shall provide an attractive and profitable  means to develop and
maintain  a  commercial  advertising  business  for  the  display  of  qualified
advertiser's  products  and/or  services,  in sufficient  volume,  utilize as is
reasonably possible, a one hundred per cent (100%) use and occupancy rate of the
available  advertising  space.  The Contractor shall do all things necessary and
reasonable to solicit sales and to sell advertising  space and services in order
to secure  advertising of the highest  graphic quality and content and to employ
criteria  and  standards  of  integrity  in  design  and   advertising   content
appropriate to the dignity of the Authority.

2. Concession

The Contractor shall have the concession to display  advertising on the exterior
of DART buses and at selected DART facilities.

3. Size of Bus Fleet

The number of buses,  size of advertising  space and projected  gains and losses
are as listed on Exhibit K.

4. Rates for Advertising

The Contractor  shall  establish all rates and charges for rental of advertising
space,  conditions and manner of payment thereof. The Contractor shall furnish a
copy of the current rate card whenever it changes to the Contracting Officer.

5. Billings and Collections

The  Contractor  shall  perform all  billings  and  collections  connected  with
advertising  sales. The Authority shall not be responsible,  in any way, for any
uncollected billings.

6. Supplemental Cleaning of Advertising Displays

While the Authority continually makes good faith effort to keep the exteriors of
the vehicles and facilities in a reasonably clean condition, so that the ability
of the Contractor to sell and renew  advertising  accounts will not be impaired,
the Authority  cannot guarantee the cleanliness of its vehicles or facilities or
the Contractors advertising installed thereon. The Contractor should take

DART Form 33I                       Page l of 6                         12/06/96
308 101. SAM






whatever  steps are  necessary to supplement  DART's  efforts in the cleaning of
spaces and advertising display surfaces.

7. Protection of Authority Property

The Contractor shall be liable for damages to existing buildings, equipment, and
vegetation  on or  about  premises  owned  by,  or under  the  control  of,  the
Authority.  If  the  Contractor  causes  damage  to any of  this  property,  the
Contractor  shall replace or repair the damage at no expense to the Authority as
the Contracting Officer directs. If the Contractor fails or refuses to make such
repair or replacement, the Contractor shall be liable for the cost, which may be
added to the contract price.

8. Other Media Displays

The Authority retains the right to establish  contractual  relationships for the
placement of other media displays,  other than printed material on DART vehicles
or at DART facilities.  This includes,  but not limited to Electronic  Messaging
Sign technology which is installed in buses and rail vehicles.

9. Omitted

10. Panels

(a) Exhibit L provides the number of panels available for Facilities Advertising
Space.

(b) If at any time the actual  number of panels  varies  more than five  percent
(5%)  above or below  the  number of panels  in the  initial  or any  subsequent
revision to Exhibit L and the Schedule,  any change in the amount of payment due
the  Authority,  as determined by revised  Exhibit L and the Schedule,  shall be
effective as of the date of the contract modification  incorporating the revised
Exhibit L and the Schedule. Notwithstanding any variation in the base panel size
that does not exceed the 5%, the Monthly Guarantee shall remain unchanged.

11.  Shop and Storage Space

No shop or storage space on the  Authority's  facilities  shall be guaranteed or
provided under the terms of this Contract.  The Contractor  shall be responsible
for providing  any shop or storage  space  required to satisfy the terms of this
Contract. The contractor must be self contained to perform the service.

12. Changes in Authority's Operations

It is expressly  understood and agreed that the Authority  reserves the right to
make changes in methods or extent of operations, or of styles, kinds, or numbers
of vehicles and  facilities  or routes  operated by the  Authority  and that the
Contractor shall have no claim because of any such changes.


DART Form 33I                               Page 2 of 6                 12/06/96
308 10I.SAM


13. Schedule of Transit Advertising Space

The Contractor  shall  restrict the display of  advertising  material under this
contract to those  buses and  advertising  spaces  which are  identified  in the
Schedule of Transit Advertising Space, Exhibit K, as may be changed from time to
time by the Authority.

14. Public Service Advertising

The  Contractor  shall  display  on a space  available  basis,  public  service,
charitable,  educational,  or other  not-for-profit  advertising  promoting good
will.  The  Contractor  shall  charge only for posting and  administrative  cost
associated  with the  posting.  The  charges  are  subject  to  approval  of the
Contracting  Officer and will be  consistently  applied.  The Contractor has the
right to determine space cost for public service advertising.

15. Contractor-Furnished Equipment, Supplies and Materials

(a) The  Contractor  shall  furnish at their  expense all  equipment  (including
transportation),  supplies,  and  materials  necessary  and  incidental  to  the
solicitation, sale, and display of advertising material under this contract.

(b) The Contractor is required to keep  advertising  panel displays in repair at
all times.  This includes  repairing  any  pre-existing  conditions  that may be
present at any designated  DART facility  under the terms of this contract.  Any
changes to the  display  panel must be  approved  in writing by the  Contracting
Officer.

16. Display Materials

(a) The  Contractor  shall use only  those  display  materials  approved  by the
Contracting Officer. Transit vehicle display materials must be for exterior use,
without  frames,  and must be a  pressure  sensitive,  direct  application  type
Fasson, FASCAL, SX1340-F.

(b) Advertising at DART facilities must be placed only inside the  panels/frames
provided for that purpose.

(c) All  advertising  shall be displayed in a neat and workmanlike  manner.  The
Contractor  shall  maintain all displayed  advertising  so as to ensure its neat
appearance,  and  promptly  remove all  advertising  which is torn or  otherwise
unsightly  in  appearance.  The  Authority  reserves  the right to  require  the
Contractor to promptly remove at the Contractors  expense any advertising which,
in the opinion of the Authority, is unsightly in appearance.

(d) Any  advertisement  that has dated copy must be removed as soon as  possible
when the  advertisement  is no longer  applicable.  DART  reserves  the right to
remove outdated material.




DART Form33I                        Page3 of 6                          12/20/96
3081OII SAM                        Revision 01                 December 18, 1996


new seal over the expired seal. Any advertising which does not contain the above
seal will be subject to removal by DART.

(e) The Contractor will remove all advertising before placing new material, i.e.
the Contractor will not post one advertisement over another.

17. Space Reserved for Authority's Use

(a) The Contractor  agrees to display the Authority's  advertising in any spaces
reserved  hereby without charge to the Authority.  Within the quantities  listed
below,  the Authority may promote or barter trade portions of allocated  amounts
with any party at the discretion of the Authority.

(b) Any excess space  available  becomes the Authority's to use as the Authority
deems appropriate.

(c) The following space is reserved for use by DART (HxW):

(1) 100 Kings per month (30" x 144")

(2) 2 Facility Advertising panels per month per location (42" x 62")

(3) For the months of October,  November,  December  and  January,  50 ea. Super
Kings (24" x 288") for Cowboys Flyers or other events.

(4) For the months of October and November 40 ea. Super  Impacts (42" x 66") for
the State Fair or other events.

(5) For the month of  December  40 ea.  Super Kings for the Cotton Bowl or other
events.

(6) Up to 5 ea. fully wrapped buses per year.  (Not included in maximum  numbers
of allowable wrapped buses).

18. Cleaning Up (6-403.15, JUN 86)

The  Contractor  shall at all times keep the work area,  including  any  storage
areas, free from accumulations of waste materials.

19. Painting

This  contract  shall not be construed so as to permit the  Contractor  to paint
advertising  directly  upon the  exterior or interior of any of the  Authority's
buses,  unless  otherwise  agreed upon  expressly in writing by the  Contracting
Officer in response to a written request of the Contractor.






DART Form 33I                       Page 4 of 6                         12/06/96
308 10I.SAM



20. Repair of Damages

The  Contractor  shall   immediately   repair  any  damage  which  results  from
implementation  or operation of the  Concession  under this  contract.  All such
repair work shall be acceptable to the Authority.

21. Advertising Guidelines

The text and  illustrations  of all  advertising  must comply with all  federal,
state,  and local laws and  regulations.  The Contractor is expected to exercise
good taste in the content of any advertising within the range of local community
standards.  Any  advertising  found to be  unacceptable  by the Authority or not
complying  with an ordinance  of-local  jurisdiction  serviced by the Authority,
shall be removed at the contractors expense after demand by the Authority.

22. Vehicle Paint Scheme

The  Contractor  shall not  remove,  alter or cover the DART logo  paint  scheme
and/or the  vehicle  numbers  without the  written  approval of the  Contracting
Officer.

23. Use of Unsold Space by Contractor

The  Contractor  may from time to time use any unsold  advertising  space on any
DART vehicle or at any DART facility for purposes  which  directly  furthers the
sale of such space,  subject to the prior written  approval of space and message
by the Contracting Officer or Contracting Officers representative.

24. Wrap a Bus Program

(a) Advertising  sales contracts will be offered to the advertiser for a minimum
of one year.

(b) Advertising  sales contracts less than one year will require the approval of
the Contracting Officer.

(c) A mixture of national,  regional and local  advertisers  will be employed in
the wrap a bus program.

(d) All  advertising  will be designed in such a way as to complement the unique
shape of the Neoplan  bus,  or bus that the  advertising  will be  applied.  All
advertising will be approved in advance by the Contracting Officer.

(e) The Contractor  will not enter into any advertising  sales contracts  beyond
one year past the expiration of this concession contract.

25. Wrap a Bus (Entire Bus)

(a) A wrapped bus will meet the criteria indicted in paragraph 24 above.

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30810I.SAM




(b) A wrapped bus will be a bus that is fully wrapped,  included but not limited
to the sides, front, back, windows, and top.

(c) Riders  view shall not be  substantially  blocked  by the  placement  of any
material on the side windows of the bus.

(d) No material will be place on the front windows of the bus or any side window
the operator uses or door without approval of the Contracting Officer.

25. Wrap a Bus (Per side of Bus)

(a) A wrapped bus will meet the criteria indicted in paragraph 24 above.

(b) A wrapped  bus (Per side) will be a bus that has  applied a wrapping  on the
side of the bus that extends  beyond the space  allocated for annual,  easing of
bus advertising space.

(c) For a 40ft bus,  the wrap shall extend  approximately  6 inches ahead of the
front  wheel to the end of the bus and from the  bottom  of the  windows  to the
bottom of the bus. The wrap may extend into the window area. If the wrap extends
more than 6 inches into the window area it must allow  vision  through the wrap.
Window  coverage more that 50% will be considered to be a fully wrapped bus with
the appropriate rate.

(c) Riders  view shall not be  substantially  blocked  by the  placement  of any
material on the side windows of the bus.

(d) No material will be place on the front windows of the bus or any side window
the operator uses or door without approval of the Contracting Officer.

26. Location of DART Vehicles

(a) DART buses are located at either DART owned  facilities or contractor  owned
facilities who are providing service for DART

(b) DART as well as the DART  contractor  have several  locations that buses are
parked while out of service.  The location of these lots will be provided  after
contract award.



End of Exhibit I