EXHIBIT 10.9
                                                                    ------------

                      FIRST AMENDMENT OF SECURITY AGREEMENT


PARTIES:

         OBIE MEDIA CORPORATION, an Oregon corporation (Grantor)

         UNITED STATES NATIONAL BANK OF OREGON (Lender)


RECITAL:

     On October 31, 1996, the parties entered into a certain Commercial Security
Agreement  in  which   Grantor   granted  to  Lender  a  security   interest  in
substantially  all of the  assets of  Grantor,  to secure  all  Indebtedness  of
Grantor to Lender (the Security Agreement).  Except as otherwise defined in this
amendment,  all  capitalized  terms have the  meanings  assigned in the Security
Agreement.


AGREEMENTS:

     1.  REMOVAL OF  COLLATERAL.  The last  sentence  of  Paragraph  4.e. of the
Security Agreement is modified to read as follows:

         "To the extent  that the  Collateral  consists  of  vehicles,  or other
         titled  property,  Grantor  shall not take or permit any  action  which
         would require  application  for  certificates of title for the vehicles
         outside the states of Oregon,  Washington  or  California,  without the
         prior written consent of Lender."

     2.  HAZARDOUS  SUBSTANCES.  The first  sentence  of  Paragraph  4.l. of the
Security Agreement is modified to read as follows:

         "Grantor  represents  and  warrants  that,  to the  best  of  Grantor's
         knowledge, the Collateral never has been, and never will be, so long as
         this  Agreement  remains  a  lien  on  the  Collateral,  used  for  the
         generation,  manufacture, improper storage, transportation,  treatment,
         disposal, release or threatened release of any Hazardous Substance."

     3. 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

Page 1--FIRST AMENDMENT OF SECURITY AGREEMENT
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copy via  electronic  communication  shall deliver an executed  original of this
amendment  to the other party within one (1) week of the date of delivery of the
copy sent via electronic communication.

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

     DATED as of the 31st day of December, 1996.

OBIE MEDIA CORPORATION                            UNITED STATES NATIONAL BANK
                                                  OF OREGON


By:/s/Brian Obie                                  By:/s/Kenneth Carson
   -----------------------                           --------------------------
   Brian Obie, President                             Kenneth Carson, Assistant
                                                     Vice President

Page 2--FIRST AMENDMENT OF SECURITY AGREEMENT
<PAGE>
                        FIRST AMENDMENT OF LOAN AGREEMENT


PARTIES:

     OBIE  MEDIA  CORPORATION,  an  Oregon  corporation  formerly  known as Obie
     Outdoor Advertising Inc. (Borrower)

     OBIE INDUSTRIES INCORPORATED, an Oregon corporation (Indus- tries)

     BRIAN OBIE (Brian)

     UNITED STATES NATIONAL BANK OF OREGON (Bank)


RECITALS:

     A. On October 31, 1996,  the parties  entered into a certain Loan Agreement
pursuant  to which  Bank made  available  to  Borrower a  Revolving  Loan in the
maximum  amount of One Million Five Hundred  Thousand  Dollars  ($1,500,000),  a
Bridge  Loan in the  amount  of  Twelve  Million  Dollars  ($12,000,000),  and a
Construction  Loan in the  maximum  amount  of Eight  Hundred  Thousand  Dollars
($800,000)  (the  Loan  Agreement).  Except  as  specifically  set forth in this
amendment,  all  capitalized  terms  have  the  meaning  assigned  in  the  Loan
Agreement.

     B. The Reorganization  and IPO have been completed.  The net capital raised
by Borrower from the IPO exceeded Five Million Dollars ($5,000,000). Portions of
the proceeds from the IPO have been applied to reduce the  Principal  Balance of
the  Bridge  Loan  to  Seven  Million  Dollars  ($7,000,000),  and  to  pay  the
Construction Loan in full.

     C. Pursuant to Paragraph 2.e. of the Loan Agreement,  the Principal Balance
of the Bridge  Loan is  currently  due and  payable.  Certain of the  conditions
precedent  to  Bank's  obligations  to make Term  Loan A to  Borrower  have been
satisfied,  but others have not. Because the net capital raised by Borrower from
the IPO exceeded Five Million Dollars ($5,000,000),  the conditions precedent to
Bank's obligation to make Term Loan B cannot be satisfied.

     D. Bank is prepared  to extend the  maturity of the Bridge Loan to February
3,  1997 to allow  additional  time  for  Borrower  to  satisfy  all  conditions
precedent to Bank's  obligation  to make Term Loan A. In  addition,  the parties
desire to make various additional changes to the Loan Agreement, as set forth in
this amendment.





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AGREEMENTS:

     1.  DEFINITIONS.  In Paragraph  1.n., the  definition of Eligible  Account,
subparagraph (xiv) is amended to read as follows:

          "(xiv) payment is due from the United States  government or any agency
     thereof; or"

     2. BRIDGE  LOAN.  The  Principal  Balance of the Bridge Loan is currently a
Prime  Borrowing  Rate  Amount  of  Seven  Million  Dollars   ($7,000,000).   In
modification  of  Paragraph  2.e.  of the  Loan  Agreement,  promptly  following
execution of this amendment:

          a. Sixty Thousand Dollars ($60,000) of that Principal Balance shall be
continued  as a Prime  Borrowing  Rate  Amount,  and shall be due and payable on
January 15, 1997.

          b. Six Million Nine Hundred Forty  Thousand  Dollars  ($6,940,000)  of
that Principal  Balance shall be converted to an IBOR Borrowing Rate Amount with
a one (1) month IBOR Interest  Period  expiring not later than February 3, 1997,
and shall be due and payable on February 3, 1997. If that IBOR  Interest  Period
expires  prior to February 3, 1997,  then upon  expiration  that  portion of the
Principal Balance shall be converted to a Prime Borrowing Rate Amount.

     3.  CONSTRUCTION  LOAN.  The  Construction  Loan was paid in full  with the
proceeds of the IPO, and no amounts are currently outstanding.  The Construction
Loan is terminated, effective immediately.

     4. TERM LOAN A.

          a. MAXIMUM AMOUNT.  Paragraph 6.a. of the Loan Agreement is amended to
read as follows:

          "a. AMOUNT.  If the conditions  precedent to Bank's obligation to make
     Term Loan A are satisfied or waived by Bank on or before  February 3, 1997,
     then subject to the terms and conditions of this Agreement,  on February 3,
     1997 Bank shall make Term Loan A to Borrower  in a principal  amount of Six
     Million Nine Hundred Forty Thousand Dollars ($6,940,000)."

          b. SPECIAL CONDITIONS.  Bank's obligation to close Term Loan A remains
subject  to the  special  conditions  set forth in  Paragraph  6.b.  of the Loan
Agreement, except:





Page 2--FIRST AMENDMENT OF LOAN AGREEMENT

<PAGE>
               (1) Bank  acknowledges  that the condition set forth in Paragraph
6.b.(1) has been satisfied.

               (2) The condition  set forth in Paragraph  6.b.(2) is modified to
read as follows:

          "(2)     Term Loan A shall close on February 3, 1997."

               (3) Paragraph 6.b.(8) is amended to read as follows:

          "(8) Except for the effect of the  Reorganization  on  Industries,  no
     material  adverse change shall have occurred in the financial  condition of
     any Borrower or Guarantor since the date of this Agreement."

          c. FIXED RATE - REPAYMENT OF PRINCIPAL AND INTEREST. Paragraph 6.e.(4)
of the Loan Agreement is amended to read as follows:

          "(4) REPAYMENT OF PRINCIPAL AND INTEREST. Term Loan A shall be due and
     payable in eighty-three monthly installments of principal and interest. The
     first  monthly  installment  shall be due and payable on February 15, 1997,
     and an  additional  monthly  installment  shall be due and  payable  on the
     fifteenth  (15th) day of each calendar month  thereafter,  to and including
     Decem- ber 15, 2003,  when the unpaid balance of Term Loan A, principal and
     interest,  shall  be  paid in  full.  The  first  fifty-nine  (59)  monthly
     installments  shall be the amount  necessary  to amortize  Six Million Nine
     Hundred Forty Thousand Dollars ($6,940,000),  together with interest at the
     Initial  Fixed Rate,  over a term of  eighty-three  (83) months.  The final
     twenty-four (24) monthly  installments  shall be in the amount necessary to
     amortize  the  greater  of  (i)  the  Principal  Balance  of  Term  Loan  A
     immediately  following the fifty-ninth  (59th) monthly  installment or (ii)
     the Principal Balance of Term Loan A that would exist immediately following
     the  fifty-ninth  (59th) monthly  installment if all the payments were made
     precisely when due, together with interest at the Adjusted Fixed Rate, over
     a term of twenty-four (24) months."

          d.  PRIME  AND/OR  IBOR  BORROWING  RATE  -  REPAYMENT  OF  PRINCIPAL.
Paragraph 6.f.(5) of the Loan Agreement is amended to read as follows:





Page 3--FIRST AMENDMENT OF LOAN AGREEMENT

<PAGE>
          "(5)  REPAYMENT OF  PRINCIPAL.  The  Principal  Balance of Term Loan A
     shall be paid in eighty-three (83) monthly installments.  The first monthly
     installment  shall  be  due  and  payable  on  February  15,  1997,  and an
     additional  monthly  installment  shall be due and payable on the fifteenth
     (15th) day of each calendar month therafter,  to and including December 15,
     2003, when the unpaid balance of Term Loan A, principal and interest, shall
     be paid in full. The first eleven (11) monthly installments shall be in the
     amount of Sixty  Thousand  Dollars  ($60,000)  each.  The next  twelve (12)
     monthly  installments shall be in the amount of Sixty-five Thousand Dollars
     ($65,000) each. The next fifty-nine (59) monthly  installments  shall be in
     the amount of Ninety-one Thousand Six Hundred Sixty-seven Dollars ($91,667)
     each.  The final monthly  installment  shall be in the amount of Ninety-one
     Thousand Six Hundred Forty-seven Dollars ($91,647)."

          e. FEE.  Paragraph  6.i. of the Loan  Agreement  is amended to read as
follows:

          "i. FEE. At the time of closing of Term Loan A, Borrower  shall pay to
     Bank a fee of Thirty-five Thousand Dollars ($35,000)."

     5. TERM LOAN B. The conditions  precedent to Bank's obligation to make Term
Loan B cannot be satisfied.  Accordingly,  Term Loan B is terminated,  effective
immediately.

     6. FEE.  Contemporaneously  with the execution of this amendment,  Borrower
shall pay to Bank a fee in the amount of Twenty-five Thousand Dollars ($25,000).

     7. RELEASE OF STOCK.  Bank hereby releases from the Collateral all stock in
Borrower and all stock in Industries.  All continuing obligations of the parties
under the  Stock  Pledge  Agreements  executed  contemporaneously  with the Loan
Agreement  are  terminated.   Contemporaneously   with  the  execution  of  this
amendment,  Bank shall return the following  documents,  which were delivered to
Bank at the time of execution of those Stock Pledge Agreements:

          a. To Brian,  Certificate  No. 10 of Industries and the original Stock
Power with respect to that certificate; and

          b. To Industries, the original Stock Power with respect to Certificate
No. 2 of Borrower.





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Borrower and Guarantor  acknowledge that neither Certificate No. 2 nor any other
certificate  representing  shares of Borrower was ever  delivered  to Bank,  and
accordingly Bank has no obligation to return any such certificate.

     8.  RELEASE  OF  GUARANTORS.  Paragraph  9.d.(2) of the Loan  Agreement  is
amended to read as follows:

          "(2) RELEASE OF GUARANTORS. Effective upon any closing of Term Loan A:

               (a)  Industries  and Brian  shall be  released  from any  further
     liability  under their  Guaranties,  and Bank shall return  those  original
     Guaranties to them.

               (b)  Except  as  provided  in  the  following  subparagraph  (d),
     Industries  and Brian shall be released from all  obligations as parties to
     this Agreement.

               (c)  Industries and Brian shall not be neces- sary parties to any
     future amendments of the Loan Documents.

               (d)  Industries and Brian shall remain fully liable to Bank under
     this Agreement to the extent that any warranty, representation or statement
     made or  furnished  to Bank by or on behalf of Borrower or  Guarantor at or
     prior to closing of Term Loan A proves to have been false or  misleading in
     any material respect when made or furnished."

     9. REPRESENTATIONS.

          a. ADVERTISING  BUSINESS.  Bank  acknowledges  that MO Partners is the
owner of the Billboards and Billboard Site Leases listed on the attached Exhibit
A, and O.B.  Walls is the owner of the  Billboards  and  Billboard  Site  Leases
listed on the attached Exhibit B. The  representation  of Borrower and Guarantor
in Paragraph  11.d. of the Loan  Agreement is amended to include a disclosure of
those ownership interests.

          b.  COMPLIANCE WITH LAWS. The first sentence of Paragraph 11.l. of the
Loan Agreement is amended to read as follows:

     "Each of Borrower, Guarantor and their Affiliates is in material compliance
     with all applicable Laws."





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Subsection (c) of the second sentence of Paragraph 11.l. is amended
to read as follows:

          "(c) to the best of their actual knowledge, no Hazardous Substance has
     been  released or  discharged  from any of those  premises or is  otherwise
     present  in the soil or water of, or  improperly  stored  at,  any of those
     premises, and"

     10. AFFIRMATIVE COVENANTS.

          a. FINANCIAL INFORMATION. In Paragraph 12.g.(3) of the Loan Agreement,
"thirty (30) days" is amended to "forty-five (45) days."

     11. NEGATIVE COVENANTS.

          a. GUARANTIES.  As an exception to the covenant in Paragraph  13.b.(1)
of the Loan  Agreement,  Borrower and Guarantor may guarantee  that certain loan
made on June 1,  1988 by  Oregon  Laborers-Employers  Pension  Trust  Fund to MO
Partners  in the  principal  amount  of  Four  Hundred  Fifty  Thousand  Dollars
($450,000).  As an exception  to the covenant in Paragraph  13.b.(2) of the Loan
Agreement,  Borrower  and  Guarantor  may make loans in an  aggregate  principal
amount not to exceed at any one time  outstanding  the amount of Fifty  Thousand
Dollars ($50,000).

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

          a. A  modification  of the Bridge  Note  evidencing  the change in the
Maturity of the Bridge Loan.

          b.  A  modification  of  the  Commercial  Security  Agreement  between
Borrower and Bank.

          c. The written opinion of Gleaves, Swearingen, Larsen, Potter, Scott &
Smith and/or Tonkon, Torp, Galen,  Marmaduke and Booth, the counsel for Borrower
and Guarantor,  dated as of the date of this amendment and addressed to Bank, in
form and substance satisfactory to Bank.

          d. Any other documents that Bank may reasonable request.

     13.  REPRESENTATIONS  AND  WARRANTIES.  To induce  Bank to enter  into this
amendment,  Borrower and Guarantor represent and warrant to Bank that, except as
otherwise disclosed in this amendment:




Page 6--FIRST AMENDMENT OF LOAN AGREEMENT

<PAGE>
          a. All  representations  and  warranties  of  Borrower  and  Guarantor
contained in the Loan Agreement  continue to be true and complete as of the date
of this amendment.

          b. 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 Loan Agreement.

          c.  Except  for the effect of the  Reorganization  on  Industries,  no
material adverse change has occurred in the financial  condition of any Borrower
or Guarantor since the date of the Loan Agreement.

          d.  Each  of  Borrower's  and  Guarantor'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.

          e.  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.

     14. CONSENT.  Borrower and Guarantor  specifically consent to the execution
and delivery of this amendment,  and  acknowledges  that this amendment does not
prejudice  or  diminish  any  guaranty  or other  obligation  of Borrower or any
Guarantor in any manner. This amendment shall not be construed as having created
a custom in any way contrary to the specific provisions of any agreement between
Bank and Borrower or any  Guarantor,  or as having in any way modified or waived
the  same.  Specifically,  but  without  limitation,  Bank's  right to deal with
Borrower in any manner in which Bank sees fit in connection with any obligations
to Bank, now or hereafter created,  without any further consent or authorization
from any Guarantor being necessary, remains in full force and effect.

     15. 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 (1) week




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<PAGE>
of the date of delivery of the copy sent via electronic communica-
tion.

     16.  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.

     17. DISCLOSURE. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS
MADE BY A 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 December 31, 1996.

OBIE MEDIA CORPORATION                         UNITED STATES NATIONAL BANK
                                               OF OREGON


By:/s/Brian Obie                               By:/s/Kenneth Carson
   ----------------------                         -------------------------
   Brian Obie, President                          Kenneth Carson, Assistant
                                                  Vice President
                                               
OBIE INDUSTRIES INCORPORATED                       


By:/s/Brian Obie
   ----------------------
   Brian Obie, President

/s/Brian Obie
-------------------------
Brian Obie, An Individual




Page 8--FIRST AMENDMENT OF LOAN AGREEMENT

<PAGE>
                       SECOND AMENDMENT OF LOAN AGREEMENT


PARTIES:

         OBIE MEDIA CORPORATION, an Oregon corporation formerly known
         as Obie Outdoor Advertising Inc. (Borrower)

         OBIE INDUSTRIES INCORPORATED, an Oregon corporation (Indus-
         tries)

         BRIAN OBIE (Brian)

         UNITED STATES NATIONAL BANK OF OREGON (Bank)


RECITALS:

         A. On  October  31,  1996,  the  parties  entered  into a certain  Loan
Agreement  (the  Original  Loan  Agreement).  On December 31, 1996,  the parties
entered into a certain First Amendment of Loan Agreement (the First  Amendment).
The Original Loan  Agreement,  as modified by the First Amendment is referred to
in this amendment as the Loan  Agreement.  Except as  specifically  set forth in
this  amendment,  all capitalized  terms have the meanings  assigned in the Loan
Agreement.

     B. Contemporaneously with the execution of this amendment,  the parties are
closing Term Loan A.


AGREEMENTS:

     1. TERM LOAN A.

          a.  INTEREST  RATE  ELECTION.  Pursuant to Paragraph  6.d. of the Loan
Agreement,  Borrower  elects to have Term Loan A bear  interest at Prime  and/or
IBOR Borrowing Rates.

          b.  APPLICATION  OF  PROCEEDS.  The  proceeds  of Term Loan A shall be
applied first to pay the Bridge Loan in full,  principal  and interest,  next to
the fee described in the following  subpara-  graph c., and any excess  proceeds
shall be disbursed to Borrower.

          c.  FEE.  Contemporaneously  with  the  execution  of this  amendment,
Borrower shall pay to Bank a fee of Thirty-five Thousand Dollars ($35,000).






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     2. RELEASE OF GUARANTORS. Effective upon execution of this amendment:

          a. Industries and Brian are released from any further  liability under
their Guaranties, and Bank shall return those original Guaranties to them.

          b. Except as provided in the following subparagraph d., Industries and
Brian are released from all obligations as parties to the Loan Agreement.

          c.  Industries  and  Brian are not  necessary  parties  to any  future
amendments of the Loan Documents.

          d.  Industries  and Brian shall  remain fully liable to Bank under the
Loan Agreement to the extent that any warranty, representation or statement made
or furnished to Bank, by or on behalf of Borrower or  Guarantor,  at or prior to
the execution of this amendment,  proves to have been false or misleading in any
material respect when made or furnished.

     3. FINANCIAL  COVENANTS.  Until payment in full of all payment  obligations
of,  and  performance  of all  other  obligations  of,  Borrower  under the Loan
Documents, Borrower agrees that:

          a. CURRENT RATIO. Borrower shall maintain a ratio of Current Assets to
Current Liabilities of not less than 1 to 1 as of the end of each fiscal quarter
of Borrower, commencing February 28, 1997. For purposes of this paragraph:

               (1)  "Current  Assets"  means the assets of Borrower  that may be
properly classified as current assets in accordance with GAAP, but excluding all
loans to, and notes and  receivables  from,  any Affiliate of Borrower,  or from
officers, employees, directors, shareholders, partners or members of Borrower or
any Affiliate of Borrower; and

               (2) "Current  Liabilities" means the liabilities of Borrower that
may be properly classified as current liabilities in accordance with GAAP.

          b. CASH FLOW COVERAGE  RATIO.  Borrower shall maintain a ratio of Cash
Flow to Cash Requirements of:

               (1) Not less than 1 to 1 for the twelve (12) month periods ending
on November 30, 1997 and February 28, 1998;







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               (2) Not less  than 1.1 to 1 for the  twelve  (12)  month  periods
ending on May 31, 1998 and August 31, 1998; and

               (3) Not less  than 1.25 to 1 for the  twelve  (12)  month  period
ending on November 30, 1998, and, thereafter,  for each twelve (12) month period
ending on the last day of each fiscal quarter of Borrower.

For purposes of this paragraph:

               (1) "Cash Flow" means, for the applicable  period, (a) Borrower's
net income after taxes; plus (b)  amortization,  depreciation and other non-cash
expenses deducted in calculating that net income;  minus (c) any amounts paid by
Borrower for the purchase or capital lease of tangible or intangible assets that
are not funded by  long-term  debt (but not less than zero);  all as  reasonably
determined by Bank in accordance with GAAP.

               (2) "Cash Requirements" means, for the applicable period, (a) the
regularly  scheduled  payments of  principal  by Borrower  upon  long-term  debt
(including  the Loan);  plus (b) any  prepayments  of principal by Borrower upon
long-term  debt   (excluding  the  Loan);   plus  (c)  any  dividends  or  other
distributions paid by Borrower to its shareholders; all as reasonably determined
by Bank in accordance with GAAP.

     4. NEGATIVE COVENANTS.  Paragraph 13.c. of the Loan Agreement is amended to
read as follows:

          "LIENS.  Borrower shall not, at any time, grant a security interest or
     other  encumbrance  on  all or any of  its  presently  owned  or  hereafter
     acquired Collateral,  except to Bank; provided,  however, that Borrower may
     grant  purchase  money   security   interests  to  secure   purchase  money
     indebtedness  that does not exceed Sixty Thousand Dollars  ($60,000) in the
     aggregate in any fiscal year of Borrower."

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

          a. Term Note A.

          b. Any other documents that Bank may reasonable request.







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

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

          b. 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 Loan Agreement.

          c. No material adverse change has occurred in the financial  condition
of Borrower since the date of the First Amendment.

          d.  Each  of  Borrower's  and  Guarantor'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.

          e.  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.

     7. 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 (1)  week of the  date  of  delivery  of the  copy  sent  via
electronic communication.

     8.  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 4--SECOND AMENDMENT OF LOAN AGREEMENT

<PAGE>
     9. DISCLOSURE. UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND COMMITMENTS
MADE BY A 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 February 12, 1997.

OBIE MEDIA CORPORATION                        UNITED STATES NATIONAL BANK
                                              OF OREGON


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

                                                
                                                 
OBIE INDUSTRIES INCORPORATED


By:/s/Brian Obie
   ---------------------- 
   Brian Obie, President

/s/Brian Obie
-------------------------      
Brian Obie, An Individual






Page 5--SECOND AMENDMENT OF LOAN AGREEMENT

<PAGE>
                       FIRST AMENDMENT OF PROMISSORY NOTE


PARTIES:

         OBIE MEDIA CORPORATION, an Oregon corporation (Borrower)

         UNITED STATES NATIONAL BANK OF OREGON (Bank)


RECITAL:

     A.  On  October  31,  1996,  Borrower  executed  and  delivered  to  Bank a
Promissory Note in the face amount of Twelve Million Dollars  ($12,000,000) (the
Bridge Note).  Except as otherwise  defined in this  amendment,  all capitalized
terms have the meanings assigned in the Bridge Note.

     B. On the date of this amendment,  the Principal Balance of the Bridge Note
is Seven Million Dollars ($7,000,000).


AGREEMENTS:

     1. Paragraph 2. of the Bridge Note is modified to read as follows:

          "2. PAYMENT OF PRINCIPAL.  The Principal Balance of this note shall be
     paid as follows:

               a. The  Principal  Balance  shall be reduced to Six Million  Nine
     Hundred Forty Thousand Dollars ($6,940,000) on January 15, 1997.

               b. The entire remaining  Principal  Balance of this note shall be
     due and payable on February 3, 1997."

     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 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 (1)  week of the  date  of  delivery  of the  copy  sent  via
electronic communication.

     3. EFFECT.  Except as specifically  modified by this amendment,  the Bridge
Note remains in full force and effect.

Page 1--FIRST AMENDMENT OF PROMISSORY NOTE
<PAGE>
     4. DISCLOSURE. UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND COMMITMENTS
MADE BY A 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 the 31st day of December, 1996.

OBIE MEDIA CORPORATION                           UNITED STATES NATIONAL BANK
                                                 OF OREGON


By:/s/Brian Obie                                 By:/s/Kenneth Carson
   -----------------------                          --------------------------
   Brian Obie, President                            Kenneth Carson, Assistant
                                                     Vice President

Page 2--FIRST AMENDMENT OF PROMISSORY NOTE

<PAGE>
                                 PROMISSORY NOTE
                                  (Term Note A)


$6,940,000                       Eugene, Oregon                February 12, 1997


PARTIES:

         OBIE MEDIA CORPORATION, an Oregon corporation (Borrower)

         UNITED STATES NATIONAL BANK OF OREGON (Bank)


AGREEMENTS:

     1. PROMISE TO PAY. For value received, Borrower promises to pay to Bank, or
its order,  the principal amount of Six Million Nine Hundred Forty United States
Dollars  ($6,940,000),  together with interest thereon at the rates specified in
this note.

     2. PAYMENT OF PRINCIPAL.  The Principal  Balance of this note shall be paid
in eighty-three (83) monthly  installments.  The first (1st) monthly installment
shall be due and  payable  on  February  15,  1997,  and an  additional  monthly
installment  shall  be due  and  payable  on the  fifteenth  (15th)  day of each
calendar month thereafter,  to and including  December 15, 2003, when the unpaid
balance of this note,  principal and interest,  shall be paid in full. The first
eleven  (11)  monthly  installments  shall be in the  amount  of Sixty  Thousand
Dollars  ($60,000) each. The next twelve (12) monthly  installments  shall be in
the amount of Sixty-five  Thousand  Dollars  ($65,000) each. The next fifty-nine
(59)  monthly  installments  shall be in the amount of  Ninety-one  Thousand Six
Hundred  Sixty-seven Dollars ($91,697) each. The final monthly installment shall
be in the  amount of  Ninety-one  Thousand  Sixty  Hundred  Forty-seven  Dollars
($91,647). All regularly scheduled payments of principal shall be applied:

          a.  First  to any  Prime  Rate  Borrowing  Amounts,  in such  order as
Borrower may designate, or in the absence of such designation,  in such order as
Bank may determine in Bank's absolute discretion; and

          b.  Second,  to any IBOR  Borrowing  Rate  Amounts,  in such  order as
Borrower may designate, or in the absence of such designation,  in such order as
Bank may determine in Bank's absolute discretion.




Page 1--PROMISSORY NOTE

<PAGE>
     3.  INTEREST RATES AND PAYMENT OF INTEREST.

          a.  DEFINITIONS.  As used in this note,  the following  terms have the
following meanings:

               (1) "Business Day" means any day other than a Saturday, Sunday or
other day that commercial banks in Portland,  Oregon, or New York, New York, are
authorized or required by law to close.

               (2) "IBOR  Borrowing  Rate"  means the IBOR Rate plus two percent
(2%).  The IBOR  Borrowing  Rate for each IBOR  Borrowing  Rate Amount  shall be
determined  pursuant to Paragraph  3.c., as of the  beginning of the  applicable
IBOR  Interest  Period,  based on the then  current  IBOR Rate,  and,  except as
provided in Paragraph 3.d., shall remain fixed during that IBOR Interest Period.

               (3) "IBOR Borrowing Rate  Amount(s)"  means those portions of the
Principal  Balance that, at any time, are accruing interest at an IBOR Borrowing
Rate.

               (4) "IBOR Interest  Period" means,  as to any IBOR Borrowing Rate
Amount,  a period of one,  two,  three or six months  commencing on the date the
IBOR  Borrowing Rate becomes  applicable;  provided,  however,  that (1) no IBOR
Interest  Period shall be selected which would extend beyond  Maturity;  (2) any
IBOR  Interest  Period  which  would  otherwise  expire  on a day which is not a
Business Day, shall be extended to the next succeeding  Business Day, unless the
results of such  extension  would be to extend  such IBOR  Interest  Period into
another calendar month, in which event the IBOR Interest Period shall end on the
immediately preceding Business Day; and (3) any IBOR Interest Period that begins
on the last  Business  Day of a calendar  month (or a day for which  there is no
numerically  corresponding  day in the  calendar  month at the end of such  IBOR
Interest Period) shall end on the last Business Day of a calendar month.

               (5) "IBOR Rate," means,  for any IBOR Interest  Period,  the rate
per annum (computed on the basis of a 360 day year and the actual number of days
elapsed) equal to the arithmetic  average (rounded upward to the nearest 1/16 of
1%) of the rates per annum  determined by Bank, as of the time Borrower  obtains
an IBOR  Borrowing  Rate quote from Bank on the date two (2) Business Days prior
to the first date of an IBOR  Interest  Period,  as the rates offered to Bank by
three  Eurodollar  money  market  dealers in such  Eurodollar  markets as may be
selected by Bank for U.S.  dollar  deposits to be  delivered on the first day of
such IBOR Interest Period for the number of months therein;  provided,  however,
that  Bank's  IBOR Rate  shall be  adjusted  to take into  account  the  maximum
reserves required to be maintained for Eurocurrency  liabilities by banks during
each such IBOR Interest Period as specified in


Page 2--PROMISSORY NOTE

<PAGE>
Regulation D of the Board of Governors of the Federal Reserve
System or any successor regulation.

               (6)  "Maturity"  means the time when the entire unpaid  Principal
Balance  becomes  due  and  payable,  whether  by  agreement,   acceleration  or
otherwise.

               (7) "Prime  Borrowing Rate" means the Prime Rate plus one-half of
one percent  (0.50%).  The Prime Borrowing Rate shall be adjusted without notice
effective on each date the Prime Rate changes.

               (8) "Prime Rate" means the rate identified and publicly announced
by the Bank from time to time as its prime rate and does not  necessarily  mean,
for  example,  the  lowest  rate of  interest  which the Bank  collects  for any
borrower or group of borrowers.

               (9) "Prime  Borrowing  Rate  Amount"  means  that  portion of the
Principal Balance that, at any time, is accruing interest at the Prime Borrowing
Rate.

               (10) "Principal Balance" means, at any time, the unpaid principal
balance of this note.

               (11) "Related  Documents"  means,  without  limitation,  all loan
agreements,  mortgages,  deeds of trust, security agree- ments, guaranties,  and
all other  instruments,  agreements  and  documents,  whether  now or  hereafter
existing, relating to the indebtedness evidenced by this note.

          b. PRIME BORROWING RATE.  Except for portions of the Principal Balance
that are  accruing  interest  at an IBOR  Borrowing  Rate,  Borrower  shall  pay
interest  on the  Principal  Balance  at the  Prime  Borrowing  Rate.  The Prime
Borrowing Rate shall be adjusted  without notice effective on each day the Prime
Rate changes.

          c. IBOR BORROWING RATE.

               (1)  Borrower  may obtain  IBOR  Borrowing  Rate quotes from Bank
between 8:00 a.m. and 11:00 a.m. (Portland,  Oregon,  time) on any Business Day.
Borrower may request conversion of a portion of the Principal Balance to an IBOR
Borrowing  Rate Amount only by giving Bank notice in accordance  with  Paragraph
3.c.(2). not later than 11:00 a.m. on such date.

               (2)  Whenever  Borrower  desires to use the IBOR  Borrowing  Rate
option,  Borrower  shall  give Bank  irrevocable  notice  (either  in writing or
orally)  between  8:00 a.m.  and 11:00  a.m.  (Portland,  Oregon,  time) two (2)
Business Days in advance of the desired  effective  date of such rate.  Any oral
notice shall be


Page 3--PROMISSORY NOTE

<PAGE>
given by, and any written  notice or  confirmation  of an oral  notice  shall be
signed by, a person  authorized to execute and deliver  promissory notes to Bank
on behalf of Borrower,  and shall  specify the effective  date of the rate,  the
IBOR Interest Period, and whether Borrower is requesting conversion of a portion
of the Principal Balance bearing interest at the Prime Borrowing Rate to an IBOR
Borrowing  Rate Amount or a new IBOR Interest  Period for an IBOR Borrowing Rate
Amount whose IBOR Interest Period is expiring.  Bank may, but need not,  require
that all oral notices be confirmed in writing. Notwithstanding any other term of
this note,  Borrower may elect an IBOR Borrowing Rate Amount only in the minimum
principal  amount of Five  Hundred  Thousand  Dollars  ($500,000)  and in larger
integral  multiples  of One  Hundred  Thousand  Dollars  ($100,000).  Except  as
provided in Paragraph 3.d., the IBOR Borrowing Rate for each IBOR Borrowing Rate
Amount shall remain fixed for the applicable IBOR Interest Period.

               (3) If at any  time  Bank's  IBOR  Rate is  unascertain-  able or
unavailable to Bank or if IBOR Rate loans become unlawful,  the option to select
the IBOR Borrowing Rate shall terminate immediately. If any IBOR Borrowing Rates
are then in effect (i) each shall  terminate  automatically  with respect to the
applicable IBOR Borrowing Rate Amount (a) on the last day of the applicable IBOR
Interest  Period,  if Bank may lawfully  continue to maintain such loans, or (b)
immediately  if Bank may not lawfully  continue to maintain  such loans  through
such day, and (ii) the Prime Borrowing Rate automatically shall become effective
as to such amounts upon termination.

               (4) If at any time  after the date of this note (i) any  revision
in  or  adoption  of  any   applicable   law,  rule  or  regulation  or  in  the
interpretation  or  administration   thereof  (a)  shall  subject  Bank  or  its
Eurodollar  lending office to any tax, duty or other charge, or change the basis
of taxation of payments to Bank with respect to any loans bearing interest based
on Bank's  IBOR Rate or (b) shall  impose  or  modify  any  reserve,  insurance,
special deposit or similar  requirements against assets of, deposits with or for
the account of, or credit extended by Bank or its Eurodollar  lending office, or
impose on Bank or its Eurodollar  lending office any other  condition  affecting
any such loans, and (ii) the result of the foregoing is (x) to increase the cost
to Bank of making or  maintaining  any such loans or (y) to reduce the amount of
any sum  receivable  under this note by Bank or its Eurodollar  lending  office,
Borrower  shall pay Bank  within  fifteen  (15) days  after  demand by Bank such
additional  amount as will compensate Bank for such increased cost or reduction.
The  determination  hereunder  by Bank  of  such  additional  amounts  shall  be
conclusive in the absence of manifest error. If Bank demands  compensation under
this  paragraph,  Borrower may, upon three (3) Business Days notice to Bank, pay
the accrued  interest on all IBOR  Borrowing  Rate  Amounts as may be  affected,
together with any


Page 4--PROMISSORY NOTE

<PAGE>
additional amounts payable under Paragraph 3.c.(5).  Upon Borrower's paying such
accrued  interest and additional  costs,  the Prime  Borrowing Rate  immediately
shall be  effective  with respect to the unpaid  principal  balance of such IBOR
Borrowing Rate Amounts.

               (5) Upon any  termination of any IBOR  Borrowing Rate  (including
but not limited to  conversion to another rate) or payment of all or any portion
of any IBOR  Borrowing Rate Amount on a date other than the last day of the then
applicable  IBOR  Interest  Period,  as the  case  may  be,  including,  without
limitation,  (i) payment under Paragraph 2., (ii) prepayment under Paragraph 4.,
(iii)  acceleration under Paragraph 7. or (iv) repayment in response to a notice
under  Paragraph  3.c.(4),  Borrower  shall  pay  to  Bank  on  demand  a  yield
maintenance charge calculated pursuant to the attached Exhibit A.

               (6) If Borrower  chooses the IBOR Borrowing Rate,  Borrower shall
pay  interest  based on such rate,  plus any other  applicable  taxes or charges
hereunder,  even though Bank may have obtained the funds loaned to Borrower from
sources other than the applicable Eurodollar market. Bank's determination of the
IBOR  Borrowing  Rate and any such taxes or charges  shall be  conclusive in the
absence of manifest error.

               (7) Notwithstanding any other term of this note, Borrower may not
select the IBOR  Borrowing  Rate if an event has occurred  that  constitutes  an
Event of  Default or that,  with the giving of notice or the  passage of time or
both, would constitute an Event of Default.

          d. DEFAULT INTEREST RATE. Notwithstanding anything in this note to the
contrary,  upon the occurrence of an Event of Default,  the Prime Borrowing Rate
Amount shall  thereafter  accrue interest at a Prime Borrowing Rate equal to the
Prime Rate plus five and one-half  percent  (5.50%),  and each  outstanding IBOR
Borrowing  Rate Amount shall accrue  interest at an IBOR Borrowing Rate equal to
the IBOR Rate previously  determined by Bank for that IBOR Borrowing Rate Amount
plus seven percent (7.00%).

          e. PAYMENTS OF INTEREST.  Borrower  shall pay accrued  interest on the
fifteenth (15th) day of February,  1997 and on the fifteenth (15th) day of every
calendar month thereafter.  In addition, with respect to all IBOR Borrowing Rate
Amounts,  accrued  interest shall be paid on the last day of the applicable IBOR
Interest Period.

          f.  COMPUTATION  OF  INTEREST.  All  interest  will be computed at the
applicable rate based on a 360 day year and applied to the actual number of days
elapsed.



Page 5--PROMISSORY NOTE
<PAGE>
          g. USURY. Notwithstanding anything in this note to the contrary, at no
time  shall the Prime  Borrowing  Rate or any IBOR  Borrowing  Rate  exceed  the
maximum rate permitted by applicable law.

     4. PREPAYMENT.  Prepayment may be made in whole or in part at any time. All
prepayments shall be applied:

          a.  First  to any  Prime  Rate  Borrowing  Amounts,  in such  order as
Borrower may designate, or in the absence of such designation,  in such order as
Bank may determine in Bank's absolute discretion;

          b.  Second,  to any IBOR  Borrowing  Rate  Amounts,  in such  order as
Borrower may designate, or in the absence of such designation,  in such order as
Bank may determine in Bank's absolute discretion; and

          c. Then to accrued interest.

Prepayments of principal shall be applied to the remaining
installments of principal in the inverse order of maturity.

     5.  LATE  CHARGE.  If a  payment  is  nineteen  (19) or more days past due,
Borrower will pay a late charge of five percent (5%) of the delinquent  payment,
but not more than the maximum amount authorized by law.

     6.  DEFAULT.  Each of the  following  shall  constitute an Event of Default
under this note:

          a. Borrower fails to make any payment within ten (10) days after it is
due.

          b. Any default under any Related Document or under any other agreement
between Bank and Borrower.

     7.  ACCELERATION.  Upon any Event of  Default,  Bank may,  without  notice,
declare the entire Principal  Balance and all accrued  interest  immediately due
and payable.

     8. NOTICES.  Any notices  required or permitted to be given under the terms
of this note shall be in writing  and may be given by personal  delivery;  first
class mail; certified mail, return receipt requested;  or nationally  recognized
overnight courier;  directed to the parties at the following addresses,  or such
other  address as any party may  designate  in writing  prior to the time of the
giving of such notice, or in any other manner authorized by law:

                  Borrower:                 1010 Obie Street
                                            Eugene, OR  97402


Page 6--PROMISSORY NOTE
<PAGE>
                  Bank:                     Oregon Corporate Banking
                                            555 S.W. Oak
                                            PL-7 Corporate Loan Servicing Center
                                            Portland, OR  97204

                  With a copy to:           Attn:  Larry Johnson
                                            800 Willamette Street, Third Floor
                                            Eugene, OR  97401

Any notice  given shall be  effective  when  actually  received;  or if given by
certified mail, then  forty-eight (48) hours after deposit of such notice in the
United States mail with postage prepaid; or if given by overnight courier,  then
twenty-four  (24) hours  after the  deposit of such  notice  with the  overnight
courier with delivery charges prepaid.

     9. ARBITRATION.

          a. Either Bank or Borrower  may  require  that all  disputes,  claims,
counterclaims,  and  defenses,  including  those  based on or  arising  from any
alleged tort ("Claims")  relating in any way to this note, be settled by binding
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration Association and Title 9 of the U.S. Code. All Claims will be subject
to the statutes of limitation applicable if they were litigated.  This provision
is void if the note, at the time of the proposed  submission to arbitration,  is
secured by real  property  located  outside of Oregon or  Washington,  or if the
effect of the arbitration procedure (as opposed to any Claims of Borrower) would
be to materially  impair Bank's  ability to realize on any  collateral  securing
this note.

          b. If arbitration occurs and each party's Claim is less than $100,000,
one neutral  arbitrator will decide all issues; if any party's Claim is $100,000
or more, three neutral  arbitrators will decide all issues. All arbitrators will
be active Oregon State Bar members in good standing.  All  arbitration  hearings
will be held in Eugene,  Oregon.  In addition to all other powers,  the arbitra-
tor(s) shall have the exclusive right to determine all issues of  arbitrability.
Judgment on any arbitration award may be entered in any court with jurisdiction.

          c. If either party institutes any judicial proceeding relating to this
note,  such  action  shall not be a waiver  of the right to submit  any Claim to
arbitration.  In  addition,  each has the right  before,  during,  and after any
arbitration  to exercise any number of the following  remedies,  in any order or
concurrently:  (i)  setoff;  (ii)  self-help  repossession;  (iii)  judicial  or
non-judicial  foreclosure  against real or personal  property  collateral;  (iv)
provisional remedies, including injunction, appointment of receiver, attachment,
claim and delivery and replevin.


Page 7--PROMISSORY NOTE
<PAGE>
     10. COLLECTION COSTS AND ATTORNEY FEES.  Borrower agrees to pay upon demand
all of Bank's  reasonable  costs and  expenses,  including  attorneys'  fees and
Bank's legal expenses, incurred in connection with the enforcement of this note.
Costs and expenses include Bank's  attorneys' fees and legal expenses whether or
not  there is a  lawsuit,  including  attorneys'  fees and  legal  expenses  for
bankruptcy  proceedings (and including efforts to modify or vacate any automatic
stay or  injunction),  appeals,  and any  anticipated  post-judgment  collection
services.  Borrower also shall pay all court costs and such  additional  fees as
may be directed by the court.

     11.  WAIVERS.  Each maker,  co-maker,  endorser or  guarantor of this note,
waives  diligence,  demand,  presentment  for  payment,  notice of  non-payment,
protest  and  notice of  protest  and  consents  to all  extensions  of time and
renewals  hereof,  whether or not the extensions or renewals are longer than the
original  period of the note, to any exchange or release of any security for the
indebted- ness evidenced by this note, and to any release of any party liable on
this note or any Related Document.

     12.  GENERAL  PROVISIONS.  Time  is  of  the  essence  of  this  note.  All
obligations of any maker, co-maker, endorser or guarantor of this note are joint
and  several.  This note shall be  governed  by and  construed  and  enforced in
accordance  with the laws of the State of Oregon  without regard to conflicts of
law principles. Bank's rights and remedies under this note and under any Related
Documents are cumulative.

     13. UNDER OREGON LAW, MOST  AGREEMENTS,  PROMISES AND COMMIT- MENTS 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
BANK TO BE ENFORCEABLE.

                                         OBIE MEDIA CORPORATION


                                         By:/s/Brian Obie
                                            -----------------------------
                                            Brian Obie, President


                                         UNITED STATES NATIONAL BANK OF
                                         OREGON


                                         By:/s/Larry Johnson
                                            -----------------------------
                                            Larry Johnson, Vice President



Page 8--PROMISSORY NOTE
<PAGE>