Exhibit 4.2 





		
		

		  For Bank Use Only          Reviewed by 

		
  Due      JULY 31, 2007
		
  Customer # __________                         Loan #_____________
		







REVOLVING CREDIT NOTE 



		
	$  3,500,000.00	MAY 26, 2006





        FOR
VALUE RECEIVED, the undersigned borrower (the “Borrower”), promises to pay to the order
of U.S. BANK N.A.                                                           (the “Bank”),
the principal sum of THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($
 3,500,000.00        ), payable JULY 31, 2007          (the “Maturity Date”). 




        Interest. 




	 	
The
unpaid  principal  balance will bear interest at an annual rate  described in the
Interest  Rate Rider  attached to       this Note.  










        Payment
Schedule. 





	 	
Interest
is payable beginning JUNE 30, 2006, and on the same date of each consecutive month
thereafter  (except that if       a given month does not have such a date,  the last day
of such  month),  plus a final  interest  payment with the final       payment of
principal.  













        Interest
will be computed for the actual number of days  principal is unpaid,  using a daily
factor  obtained by dividing the stated interest rate by 360. 




        Notwithstanding
 any  provision of this Note to the  contrary,  upon any default or at any time during
the  continuation thereof  (including  failure to pay upon maturity),  the Bank may, at
its option and subject to applicable law,  increase the interest  rate on this Note to a
rate of 5% per annum plus the interest rate  otherwise  payable  hereunder.
 Notwithstanding the  foregoing and subject to applicable  law,  upon the  occurrence of
a default by the Borrower or any guarantor  involving bankruptcy,  insolvency,
 receivership  proceedings or an assignment for the benefit of creditors,  the interest
rate on this Note shall automatically increase to a rate of 5% per annum plus the rate
otherwise payable hereunder. 




        In
no event will the interest rate  hereunder  exceed that  permitted by applicable  law. If
any interest or other charge is finally  determined by a court of competent  jurisdiction
 to exceed the maximum amount  permitted by law, the interest or charge  shall be reduced
to the maximum  permitted  by law, and the Bank may credit any excess  amount  previously
 collected against the balance due or refund the amount to the Borrower. 




        Subject
to  applicable  law,  if any payment is not made on or before its due date,  the Bank may
 collect a  delinquency charge of 0.00%,  of the unpaid  amount.  Collection of the late
payment fee shall not be deemed to be a waiver of the Bank's right to declare a default
hereunder. 




        Without
affecting the liability of any Borrower,  endorser,  surety or guarantor,  the Bank may,
without notice, renew or extend the time for payment,  accept  partial  payments,
 release or impair any  collateral  security for the payment of this Note, or agree not
to sue any party liable on it. 




        This
Revolving  Credit Note  constitutes the Note issued under a Revolving  Credit  Agreement
dated as of the date hereof between the Borrower and the Bank, to which  Agreement
 reference is hereby made for a statement of the terms and  conditions under  which
 loans  evidenced  hereby  were or may be made and a  description  of the terms and
 conditions  upon  which the maturity of this Note may be accelerated, and for a
description of the collateral securing this Note. 














        This
Note is a  "transferablerecord"  as defined in applicable law relating to electronic
 transactions.  Therefore,  the holder of this Note may, on behalf of Borrower,  create a
microfilm or optical  disk or other  electronic  image of this Note that is an
 authoritative  copy as defined  in such law.  The  holder of this Note may store the
 authoritative  copy of such Note in its  electronic  form and then destroy the paper
 original as part of the holder's  normal  business  practices.  The holder, on its own
behalf, may control and transfer such authoritative copy as permitted by such law. 




        All
documents attached hereto, including any appendices,  schedules,  riders, and exhibits to
this Revolving Credit Note, are hereby expressly incorporated by reference. 










The Borrower hereby
acknowledges the receipt of a copy of this Note. 




		
	(Individual Borrower)	National Research Corporation       
                 
                   
		Borrower Name (Organization)
	
________________________________________	a   Wisconsin Corporation       
                       
                     
	
Borrower Name           N/A      
                        
               	By /s/ Patrick E. Beans
                   
                   
                   
	
________________________________________	Name and Title   Patrick E. Beans, CFO       
                 
     
		By ________________________________________
	Borrower Name           N/A      
                        
               	Name and Title _______________________________














LOGO 



INTEREST RATE RIDER 



        This
Rider is made part of the Revolving Credit Note (the “Note”) in the
original amount of $ 3,500,000.00 by the undersigned borrower (the
“Borrower”) in favor of U.S. BANK N.A. (the “Bank”) as
of the date identified below. The following interest rate description is hereby added to
the Note: 



Interest Rate Options. Interest on
each advance hereunder shall accrue at one of the following per annum rates selected by
the Borrower (“n/a” indicates rate option is not available, but Prime Rate Loan
option must always be selected) (i) upon notice to the Bank, -0.500% plus the prime rate
announced by the Bank from time to time, as and when such rate changes (a “Prime Rate
Loan”); (ii) upon a minimum of two New York Banking Days prior notice, 2.200% plus
the 1, 2, 3, 6 or 12 month LIBOR rate quoted by the Bank from Telerate Page 3750 or any
successor thereto (which shall be the LIBOR rate in effect two New York Banking Days prior
to commencement of the advance), adjusted for any reserve requirement and any subsequent
costs arising from a change in government regulation (a “LIBOR Rate Loan”); or
(iii) upon notice to the Bank, n/a % plus the rate, determined solely by the Bank, at
which the Bank would be able to borrow funds of comparable amounts in the Money Markets
for a 1, 2, 3, 6 or 12 month period, adjusted for any reserve requirement and any
subsequent costs arising from a change in government regulation (a “Money Market Rate
Loan”). The term “New York Banking Day” means any day (other than a
Saturday or Sunday) on which commercial banks are open for business in New York, New York.
The term “Money Markets” refers to one or more wholesale funding markets
available to the Bank, including negotiable certificates of deposit, commercial paper,
eurodollar deposits, bank notes, federal funds, interest rate swaps or others. No LIBOR
Rate Loan or Money Market Rate Loan may extend beyond the maturity of this Note. In any
event, if the Loan Period for a LIBOR Rate Loan or Money Market Rate Loan should happen to
extend beyond the maturity of this Note, such loan must be prepaid at the time this Note
matures. If a LIBOR Rate Loan or Money Market Rate Loan is prepaid prior to the end of the
Loan Period for such loan, whether voluntarily or because prepayment is required due to
the Note maturing or due to acceleration of this Note upon default or otherwise, the
Borrower agrees to pay all of the Bank’s costs, expenses and Interest Differential
(as determined by the Bank) incurred as a result of such prepayment. The term “Loan
Period” means the period commencing on the advance date or the applicable LIBOR Rate
Loan or Money Market Rate Loan and ending on the numerically corresponding day 1, 2, 3, 6
or 12 months thereafter matching the interest rate term selected by the Borrower;
provided, however, (a) if any Loan Period would otherwise end on a day which is not a New
York Banking Day, then the Loan Period shall end on the next succeeding New York Banking
Day unless the next succeeding New York Banking Day falls in another calendar month, in
which case the Loan Period shall end on the immediately preceding New York Banking Day; or
(b) if any Loan Period begins on the last New York Banking Day of a calendar month (or on
a day for which there is no numerically corresponding day In the calendar month at the end
of the Loan Period), then the Loan Period shall end on the last New York Banking Day of
the calendar month at the end of such Loan Period. The term “Interest
Differential” shall mean that sum equal to the greater of zero or the financial loss
incurred by the Bank resulting from prepayment, calculated as of the difference between
the amount of interest the Bank would have earned (from like investments in the Money
Markets as of the first day of the LIBOR Rate Loan or Money Market Rate Loan) had
prepayment not occurred and the interest the Bank will actually earn (from like
investments in the Money Markets as of the date of prepayment) as a result of the
redeployment of funds from the prepayment. Because of the short-term nature of this
facility, the Borrower agrees that the Interest Differential shall not be discounted to
its present value. Any prepayment of a LIBOR Rate Loan or Money Market Rate Loan shall be
in an amount equal to the remaining entire principal balance of such loan. 



In the event the Borrower does not
timely select another interest rate option at least two New York Banking Days before the
end of the Loan Period for a LIBOR Rate Loan or Money Market Rate Loan, the Bank may at
any time after the end of the Loan Period convert the LIBOR Rate Loan or Money Market Rate
Loan to a Prime Rate Loan, but until such conversion, the funds advanced under the LIBOR
Rate Loan or Money Market Rate Loan shall continue to accrue interest at the same rate as
the interest rate in effect for such LIBOR Rate Loan or Money Market Rate Loan prior to
the end of the Loan Period. 



The Bank’s internal records of
applicable interest rates shall be determinative in the absence of manifest error. Each
LIBOR Rate Loan and each Money Market Rate Loan shall be in a minimum principal amount or
$100,000. 



Dated as of:     MAY 26,
2006      






		
	(Individual Borrower)	National Research Corporation       
                 
                   
		Borrower Name (Organization)
	
________________________________________	a   Wisconsin Corporation       
                       
                     
	
Borrower Name           N/A      
                        
               	By /s/ Patrick E. Beans
                     
                   
                
	
________________________________________	Name and Title   Patrick E. Beans, CFO       
                 
     
		By ________________________________________
	Borrower Name           N/A      
                        
               	Name and Title _______________________________














		
	[GRAPHIC OMITTED]	






ADDENDUM TO AGREEMENT 



NOTICE PURSUANT TO
NEBRASKA REVISED STATUTES 45-1, 112 et. seq. 



This Notice is Provided Pursuant to
Nebraska Revised Statutes 45-1, 112 et. seq. 



NOTICE – WRITTEN AGREEMENTS. A credit
agreement must be in writing to be enforceable under Nebraska law. To protect you and us
from any misunderstandings or disappointments, any contract, promise, undertaking, or
offer to forebear repayment of money or to make any other financial accommodation in
connection with this loan of money or grant or extension of credit, or any amendment of,
cancellation of, waiver of, or substitution for any or all of the terms or provisions of
any instrument or document executed in connection with this loan of money or grant or
extension of credit, must be in writing to be effective. 



IN WITNESS WHEREOF, the undersigned
have executed and acknowledged this NOTICE PURSUANT TO NEBRASKA REVISED STATUTES 45-1, 112
et. seq. as of May 26, 2006. 





		
	(Individual Borrower)	National Research Corporation       
                 
                   
		Borrower Name (Organization)
	
________________________________________	a Wisconsin Corporation
	
Borrower Name           N/A      
                        
               	By /s/ Patrick E. Beans
                       
                    
              
		Name and Title: Patrick E. Beans, CFO
	
________________________________________	By ________________________________________
		Name and Title:
	Borrower Name           N/A      
                        
               	
		U.S. Bank N.A.       
                 
                   
                   
       
		(Bank)
		
By /s/ Beth Morgan
                    
                   
                     
		Name and Title: Elizabeth A. Morgan, Vice President









Borrower Address:1245 Q
Street, Lincoln, NE 68508 



Borrower Telephone No.:______________________