<PAGE>

                     FIRST AMENDMENT TO CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 31, 1996
(this "AMENDMENT"), amends the Subordinated Credit Agreement, dated as of
October 31, 1996 (the "CREDIT AGREEMENT"), between Zimmerman Sign Company, a
Texas corporation (the "COMPANY") and Bank of America Illinois (the "Bank").
Terms defined in the Credit Agreement are, unless otherwise defined herein or
the context otherwise requires, used herein as defined therein.

     WHEREAS, the parties hereto have entered into the Credit Agreement,
which provided for the Bank to make a loan to the Company; and

     WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

     SECTION 1  AMENDMENTS.  Effective as of December 31, 1996, Section
7.15(d) of the Credit Agreement shall be amended to state in its entirety as
follows:

                "(d) MAXIMUM SENIOR DEBT TO EBITDA RATIO.  The Company shall
     maintain as of the end of each quarter a ratio of Senior Debt to EBITDA
     of not more than the following respective ratios:

               PERIODS                                                AMOUNT
               -------                                                ------

     From December 31, 1996                                          4.75:1.0
     through March 31, 1997

     From June 30, 1997 through                                      4.0 :1.0
     September 30, 1997

     From December 31, 1997 through                                  3.75:1.0
     September 30, 1998

     From December 31, 1998 and thereafter                           3.5 :1.0."

<PAGE>

     SECTION 2   CONDITIONS PRECEDENT.  This Amendment shall become effective
when each of the conditions precedent set forth in this SECTION 2 shall have
been satisfied.

     SECTION 2.1 RECEIPT OF DOCUMENTS.  The Bank shall have received all of
the following documents duly executed, dated the date hereof or such other
date as shall be acceptable to the Bank, and in form and substance
satisfactory to the Bank:

                 (a) AMENDMENT.  This Amendment, duly executed by the Company
     and the Bank.

                 (b) SENIOR CREDIT AGREEMENT.  An amendment to the Senior
     Credit Agreement causing the Company to be in compliance with the terms
     thereof as of December 31, 1996.

                 (c) CONSENT.  A consent of ICC in the form attached hereto.

     SECTION 2.2 COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC.  After giving
effect to the effectiveness of this Amendment, the following statements by
the Company shall be true and correct (and the Company, by its execution of
this Amendment, hereby represents and warrants to the Bank that such
statements are true and correct as at such time):

                 (a) the representations and warranties set forth in Article
     V of the Credit Agreement shall be true and correct with the same effect
     as if then made (unless stated to relate solely to an earlier date, in
     which case such representations and warranties shall be true and correct
     as of such earlier date); and

                 (b) no Default or Event of Default shall have then occurred
     and be continuing.

     SECTION 3   REPRESENTATIONS AND WARRANTIES.  To induce the Bank to enter
into this Amendment, the Company hereby represents and warrants to the Bank
as follows:

     SECTION 3.1 DUE AUTHORIZATION, NON-CONTRAVENTION, ETC.  The execution,
delivery and performance by the Company of this Amendment are within the
Company's corporate powers, have been duly authorized by all necessary
corporate action, and do not

                 (a) contravene the Company's Organization Documents;

                 (b) contravene any contractual restriction, law or
     governmental regulation or court decree or order binding on or affecting
     the Company; or



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<PAGE>

          (c) result in, or require the creation or imposition of, any Lien
     on any of the Company's properties.

     SECTION 3.2  GOVERNMENT APPROVAL, REGULATION, ETC.  No authorization or
approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or other Person is required for
the due execution, delivery or performance by the Company of this Amendment.

     SECTION 3.3  VALIDITY, ETC.  This Amendment constitutes the legal, valid
and binding obligation of the Company enforceable in accordance with its
terms.

     SECTION 4  MISCELLANEOUS.

     SECTION 4.1  CONTINUING EFFECTIVENESS, ETC.  This Agreement shall be
deemed to be an amendment to the Credit Agreement, and the Credit Agreement,
as amended hereby, shall remain in full force and effect and is hereby
ratified, approved and confirmed in each and every respect.  After the
effectiveness of this Amendment in accordance with its terms, all references
to the Credit Agreement in the Loan Documents or in any other document,
instrument, agreement or writing shall be deemed to refer to the Credit
Agreement as amended hereby.

     SECTION 4.2  PAYMENT OF COSTS AND EXPENSES.  The Company agrees to pay
on demand all expenses of the Bank (including the fees and out-of-pocket
expenses of counsel to the Bank (which may be employees of the Bank)) in
connection with the negotiation, preparation, execution and delivery of this
Amendment.

     SECTION 4.3  SEVERABILITY.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision in
any other jurisdiction.

     SECTION 4.4  HEADINGS.  The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.

     SECTION 4.5  EXECUTION IN COUNTERPARTS.  This Amendment may be executed
by the parties hereto in several counterparts, each of which shall be deemed
to be an original and all of which shall constitute together but one and the
same agreement.


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<PAGE>

     SECTION 4.6  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS.

     SECTION 4.7  SUCCESSORS AND ASSIGNS.  This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                       ZIMMERMAN SIGN COMPANY



                                       By
                                          ------------------------------------
                                          Title:
                                                ------------------------------

                                       BANK OF AMERICA, ILLINOIS


                                       By  /s/ (ILLEGIBLE SIGNATURE)
                                          ------------------------------------
                                          Title: SENIOR VICE PRESIDENT
                                                ------------------------------






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<PAGE>

                             AGREEMENT AND CONSENT


     The undersigned hereby agrees and consents to the terms and provisions
of the foregoing First Amendment to Credit Agreement, and agrees that the ICC
Guaranty executed by the undersigned shall remain in full force and effect
notwithstanding the provisions of the foregoing First Amendment to Credit
Agreement.

     Dated as of December 31, 1996.

                                       INDEPENDENCE CAPITAL CORP.

                                       By  /s/ Steven B. Lapin
                                          ------------------------------------
                                          Title:  President
                                                ------------------------------












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