<PAGE>
                               EXHIBIT 4.32





-----------------------------------------------------------------------------

                                 MORTGAGE

                                     AND

                            SECURITY AGREEMENT

                             Made By and Between

                 DAKOTA COOPERATIVE TELECOMMUNICATIONS, INC.
                                    and
                             DAKOTA TELECOM, INC.
                                 Mortgagors

                                    and


                     RURAL TELEPHONE FINANCE COOPERATIVE
                                  Mortgagee


                          Dated as of June 24, 1997



THIS INSTRUMENT SECURES FUTURE ADVANCES MADE BY THE MORTGAGEE TO THE
MORTGAGORS AND FUTURE OBLIGATIONS OF THE MORTGAGORS TO THE MORTGAGEE.

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS.

MORTGAGORS' FEDERAL TAX IDENTIFICATION NUMBERS ARE: 46-0234208 and 46-0374235.

THIS INSTRUMENT WAS DRAFTED BY MATT L. SPRINGER OF RURAL TELEPHONE FINANCE
COOPERATIVE, Woodland Park, 2201 Cooperative Way -Herndon, Virginia 20171. 
Mortgagee's phone number is 1-800-346-7095.

=============================================================================







<PAGE>
                         TABLE OF CONTENTS
                                                                       PAGE

                             ARTICLE I

                             SECURITY

SECTION 1.01  Granting Clause 1. . . . . . . . . . . . . . . . . . . .   1


                            ARTICLE II

                        ADDITIONAL NOTES

SECTION 2.01  Additional Notes Secured by this Mortgage. . . . . . . .   3

SECTION 2.02  Supplemental Mortgages to Confirm Security . . . . . . .   4


                            ARTICLE III

               PARTICULAR COVENANTS OF THE MORTGAGOR

SECTION 3.01  Authority to Execute and Deliver Notes and Mortgages;
              All Action Taken; Enforceable Obligations . . . . . . . .  4

SECTION 3.02  Authority to Mortgage Property; No Liens;
              Exception for Permitted Encumbrances; Mortgagor 
              To Defend Title and Remove Liens. . . . . . . . . . . . .  4

SECTION 3.03  Payment of Notes  . . . . . . . . . . . . . . . . . . . .  5

SECTION 3.04  Preservation of Corporate Existence and Franchises;
              Compliance with Laws; Limitations on Mergers,
              Transfers and Purchases . . . . . . . . . . . . . . . . .  5

SECTION 3.05  Maintenance of Mortgaged Property . . . . . . . . . . . .  5

SECTION 3.06  Purchase of Property Free of Liens  . . . . . . . . . . .  5

SECTION 3.07  Insurance; Restoration of Damaged Mortgaged Property. . .  5

SECTION 3.08  Mortgagee's Right to Expend Money to
              Protect Mortgaged Property  . . . . . . . . . . . . . . .  6






                                      -i-
<PAGE>
                   TABLE OF CONTENTS, CONTINUED

                                                                       PAGE

SECTION 3.09  Limitations on Contracts; Deposits of Funds . . . . . . .  6

SECTION 3.10  Financial Books; Financial Reports;
              Mortgagee Right of Inspection. . . . . . . . . . . . . . . 7

SECTION 3.11  Further Assurances to Confirm
              Security of Mortgage . . . . . . . . . . . . . . . . . . . 7

SECTION 3.12  Limitation on Dividends, Patronage
              Refunds and Other Cash Distributions . . . . . . . . . . . 8

SECTION 3.13  Application of Proceeds from Condemnation. . . . . . . . . 8

SECTION 3.14  Compliance with Loan Agreements  . . . . . . . . . . . . . 8

SECTION 3.15  Notice of Change in Place of Business. . . . . . . . . . . 8

SECTION 3.16  Rights of Way, Etc., Necessary in Business . . . . . . . . 8

SECTION 3.17  Limitations on Loans, Investments
              And Other Obligations. . . . . . . . . . . . . . . . . . . 8

SECTION 3.18  Sales of Assets. . . . . . . . . . . . . . . . . . . . . . 9

                            ARTICLE IV

                    REMEDIES OF THE MORTGAGEE 

SECTION 4.01  Events of Default. . . . . . . . . . . . . . . . . . . . . 9

SECTION 4.02  Remedies of Mortgagee. . . . . . . . . . . . . . . . . . . 11

SECTION 4.03  Right of Mortgagee to Bid on Mortgaged Property. . . . . . 12

SECTION 4.04  Application of Proceeds from Remedial Actions. . . . . . . 12

SECTION 4.05  Notice of Default. . . . . . . . . . . . . . . . . . . . . 13

SECTION 4.06  Remedies Cumulative; No Election . . . . . . . . . . . . . 13

SECTION 4.07  Waiver of Appraisement Rights. . . . . . . . . . . . . . . 13





                                      -ii-

<PAGE>
                   TABLE OF CONTENTS, Continued
                                                                       PAGE

                             ARTICLE V

           POSSESSION UNTIL DEFAULT - DEFEASANCE CLAUSE

SECTION 5.01  Possession Until Default . . . . . . . . . . . . . . . .  13

SECTION 5.02  Defeasance . . . . . . . . . . . . . . . . . . . . . . .  13

                            ARTICLE VI

                           MISCELLANEOUS

SECTION 6.01  Property Deemed Real Property. . . . . . . . . . . . . .  14

SECTION 6.02  Mortgage to Bind and Benefit Successors and Assigns. . .  14

SECTION 6.03  Headings . . . . . . . . . . . . . . . . . . . . . . . .  14

SECTION 6.04  Notices. . . . . . . . . . . . . . . . . . . . . . . . .  14

SECTION 6.05  Regulatory Approvals . . . . . . . . . . . . . . . . . .  15

SECTION 6.06  Severability . . . . . . . . . . . . . . . . . . . . . .  15

SECTION 6.07  Counterparts . . . . . . . . . . . . . . . . . . . . . .  15

SECTION 6.08  Mortgage Deemed Security Agreement . . . . . . . . . . .  15

SECTION 6.09  Use of Terms . . . . . . . . . . . . . . . . . . . . . .  15


EXHIBIT I Instruments Recital

EXHIBIT II     Property Schedule













                                      -iii-
<PAGE>
                           DEFINED TERMS


                                                                      Page
                                                                 
Additional Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Events of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
                                                                 
Existing Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
First Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Fiscal Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
                                                                 
Instruments Recital. . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . . . . . .2
                                                                 
Mortgagee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Net Worth. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
                                                                 
Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
RTFC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Second Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
                                                                 
Total Plant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
                                                                 
Uniform Commercial Code. . . . . . . . . . . . . . . . . . . . . . . . .1












                                      -iv-

<PAGE>
               MORTGAGE AND SECURITY AGREEMENT ("MORTGAGE"), DATED AS OF
     JUNE 24, 1997, MADE BY AND BETWEEN DAKOTA COOPERATIVE
     TELECOMMUNICATIONS, INC., A COOPERATIVE ASSOCIATION EXISTING UNDER THE
     LAWS OF THE STATE OF SOUTH DAKOTA AND DAKOTA TELECOM, INC., A
     CORPORATION EXISTING UNDER THE LAWS OF THE STATE OF SOUTH DAKOTA
     (HEREINAFTER, COLLECTIVELY CALLED THE "MORTGAGOR"), A CORPORATION
     EXISTING UNDER THE LAWS OF THE STATE OF SOUTH DAKOTA AND RURAL TELEPHONE
     FINANCE COOPERATIVE (HEREINAFTER SOMETIMES CALLED THE "MORTGAGEE" AND
     SOMETIMES CALLED THE "RTFC"), A SOUTH DAKOTA COOPERATIVE ASSOCIATION.

          WHEREAS, the Mortgagor has determined to borrow funds from the
Mortgagee pursuant to a Loan Agreement (said Loan Agreement, as it may be
from time to time amended or supplemented, together with any other loan
agreement between the Mortgagor and RTFC in connection with any additional or
future loan intended to be secured hereby, being hereinafter collectively
called the "Loan Agreement"), identified in Exhibit I hereto (hereinafter
called the "Instruments Recital"), and has accordingly duly authorized and
executed, and delivered to the Mortgagee, two secured promissory notes and
(identified in the Instruments Recital as and hereinafter called the "First
Note and the Second Note") to be secured by this Mortgage of the property
hereinafter described; and 

          WHEREAS, it is contemplated that the First Note and the Second Note
shall be secured by this Mortgage as well as additional notes and refunding,
renewal and substitute notes (hereinafter collectively called the
"Additional Notes") which may from time to time be executed and delivered
by the Mortgagor to RTFC as hereinafter provided (the First Note, the
Second Note and any Additional Notes being hereinafter collectively called
the "Notes"); and

          WHEREAS, the Mortgagor now operates and/or owns a communication and
information service and other facilities identified in the Property
Schedule attached as Exhibit II hereto (hereinafter called the "Existing
Facilities"); and

          WHEREAS, to the extent that any of the property described or referred
to in this Mortgage is governed by the provisions of the Uniform Commercial
Code of any state (hereinafter called the "Uniform Commercial Code"), the
parties hereto desire that this Mortgage be regarded as a "Security
Agreement" and as a "Financing Statement" for said security agreement under
the Uniform Commercial Code;

     NOW, THEREFORE, in consideration of the premises, the parties hereto agree
as follows:

                               ARTICLE I
                            
                                SECURITY
                            
          SECTION 1.01.  GRANTING CLAUSE:  In order to secure the payment of the
principal of and interest on the Notes, according to their tenor and
<PAGE>
effect, and further to secure the due performance of the covenants,
agreements and provisions contained in this Mortgage and the Loan Agreement
and to declare the terms and conditions upon which the Notes are to be
secured, the Mortgagor, in consideration of the premises, has executed and
delivered this Mortgage, and has granted, bargained, sold, conveyed,
warranted, assigned, transferred, mortgaged, pledged and set over, and by
these presents does hereby grant, bargain, sell, convey, warrant, assign,
transfer, mortgage, pledge and set over, unto the Mortgagee, and assigns,
all and singular the following-described property whether now owned or
hereafter acquired by the Mortgagor, wherever located, and grants a
security interest therein for the purposes herein expressed (hereinafter
sometimes called the "Mortgaged Property"):
                            
                                  I
                            
          All right, title and interest of the Mortgagor in and to the Existing
Facilities and buildings, plants, works, improvements, structures, estates,
grants, franchises, easements, rights, privileges and properties real,
personal and mixed, tangible or intangible, of every kind or description,
now owned or leased by the Mortgagor or which may hereafter be owned,
leased, constructed or acquired by the Mortgagor, wherever located, and in
and to all extensions and improvements thereof and additions thereto,
including all buildings, plants, works, structures, improvements, fixtures,
apparatus, materials, supplies, machinery, tools, implements, poles, posts,
crossarms, conduits, ducts, lines, whether underground or overhead or
otherwise, wires, cables, exchanges, switches, including, without
limitation, host switches and remote switches, desks, testboards, frames,
racks, motors, generators, batteries and other items of central office
equipment, pay stations, subscriber equipment, including house wiring and
protectors, instruments, connections and appliances, office furniture and
equipment, work equipment and any and all other property of every kind,
nature and description, used, useful or acquired for use by the Mortgagor
in connection therewith and including, without limitation, the property
described in the Property Schedule attached as Exhibit II hereto;
                            
                                  II
                            
          ALL RIGHT, TITLE AND INTEREST OF THE MORTGAGOR IN, TO AND UNDER ANY
AND ALL GRANTS, PRIVILEGES, RIGHTS OF WAY AND EASEMENTS NOW OWNED, HELD,
LEASED, ENJOYED OR EXERCISED, OR WHICH MAY HEREAFTER BE OWNED, HELD, LEASED,
ACQUIRED, ENJOYED OR EXERCISED, BY THE MORTGAGOR FOR THE PURPOSES OF, OR IN
CONNECTION WITH, THE CONSTRUCTION OR OPERATION BY OR ON BEHALF OF THE
MORTGAGOR OF ALL PROPERTIES, FACILITIES, SYSTEMS OR BUSINESSES, WHETHER
UNDERGROUND OR OVERHEAD OR OTHERWISE, WHEREVER LOCATED;
                            
                                  III
                            
          ALL RIGHT, TITLE AND INTEREST OF THE MORTGAGOR IN, TO AND UNDER ANY
AND ALL LICENSES, FRANCHISES, ORDINANCES, PRIVILEGES AND PERMITS HERETOFORE
GRANTED, ISSUED OR EXECUTED, OR WHICH MAY HEREAFTER BE GRANTED, ISSUED OR
                                      -2-
<PAGE>
EXECUTED, TO IT OR TO ITS ASSIGNORS BY THE UNITED STATES OF AMERICA, OR BY
ANY STATE, OR BY ANY COUNTY, TOWNSHIP, MUNICIPALITY, VILLAGE OR OTHER
POLITICAL SUBDIVISION THEREOF, OR BY ANY AGENCY, BOARD, COMMISSION OR
DEPARTMENT OF ANY OF THE FOREGOING, AUTHORIZING THE CONSTRUCTION,
ACQUISITION OR OPERATION OF ALL PROPERTIES, FACILITIES, SYSTEMS OR
BUSINESSES, INSOFAR AS THE SAME MAY BY LAW BE ASSIGNED, GRANTED, BARGAINED,
SOLD, CONVEYED, TRANSFERRED, MORTGAGED, OR PLEDGED;



                                 IV
                                
          ALL RIGHT, TITLE AND INTEREST OF THE MORTGAGOR IN, TO AND UNDER ANY
AND ALL CONTRACTS HERETOFORE OR HEREAFTER EXECUTED BY AND BETWEEN THE
MORTGAGOR AND ANY PERSON, FIRM, OR CORPORATION RELATING TO THE MORTGAGED
PROPERTY TOGETHER WITH ANY AND ALL OTHER ACCOUNTS, CONTRACTS RIGHTS AND
GENERAL INTANGIBLES (AS SUCH TERMS ARE DEFINED IN THE APPLICABLE UNIFORM
COMMERCIAL CODE) HERETOFORE OR HEREAFTER ACQUIRED BY THE MORTGAGOR;
                                
                                  V
                                
          ALSO, ALL RIGHT, TITLE AND INTEREST OF THE MORTGAGOR IN AND TO ALL
OTHER PROPERTY, REAL OR PERSONAL, TANGIBLE OR INTANGIBLE, OF EVERY KIND,
NATURE AND DESCRIPTION, AND WHERESOEVER SITUATED, NOW OWNED OR HEREAFTER
ACQUIRED BY THE MORTGAGOR, IT BEING THE INTENTION HEREOF THAT ALL SUCH
PROPERTY NOW OWNED BUT NOT SPECIFICALLY DESCRIBED HEREIN OR ACQUIRED OR HELD
BY THE MORTGAGOR AFTER THE DATE HEREOF SHALL BE AS FULLY EMBRACED WITHIN AND
SUBJECTED TO THE LIEN HEREOF AS IF THE SAME WERE NOW OWNED BY THE MORTGAGOR
AND WERE SPECIFICALLY DESCRIBED HEREIN TO THE EXTENT ONLY, HOWEVER, THAT
THE SUBJECTION OF SUCH PROPERTY TO THE LIEN HEREOF SHALL NOT BE CONTRARY TO
LAW;
                            
          TOGETHER WITH ALL RENTS, INCOME, REVENUES, PROFITS, PROCEEDS AND
BENEFITS AT ANY TIME DERIVED, RECEIVED OR HAD FROM ANY AND ALL OF THE
ABOVE-DESCRIBED PROPERTY OF THE MORTGAGOR.
                                
          PROVIDED, HOWEVER, NO AUTOMOBILES, TRUCKS, TRAILERS, TRACTORS OR
OTHER VEHICLES (INCLUDING WITHOUT LIMITATION AIRCRAFT OR SHIPS, IF ANY) OWNED
OR USED BY THE MORTGAGOR SHALL BE INCLUDED IN THE MORTGAGED PROPERTY,
                                
          TO HAVE AND TO HOLD ALL AND SINGULAR THE MORTGAGED PROPERTY UNTO THE
MORTGAGEE AND ITS ASSIGNS FOREVER, TO SECURE EQUALLY AND RATABLY THE
PAYMENT OF THE PRINCIPAL OF AND INTEREST ON AND ANY OTHER AMOUNT DUE UNDER
THE NOTES, ACCORDING TO THEIR TENOR AND EFFECT, WITHOUT PREFERENCE,
PRIORITY OR DISTINCTION AS TO INTEREST OR PRINCIPAL (EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED HEREIN) OR AS TO LIEN OR OTHERWISE OF ANY NOTE OVER
ANY OTHER NOTE BY REASON OF THE PRIORITY IN TIME OF THE EXECUTION, DELIVERY
OR MATURITY THEREOF OR OF THE ASSIGNMENT OR NEGOTIATION THEREOF, OR
OTHERWISE, AND TO SECURE THE DUE PERFORMANCE OF THE COVENANTS, AGREEMENTS

                                      -3-
<PAGE>
AND PROVISIONS HEREIN AND IN THE LOAN AGREEMENT CONTAINED, AND FOR THE USES
AND PURPOSES AND UPON THE TERMS, CONDITIONS, PROVISOS AND AGREEMENTS
HEREINAFTER EXPRESSED AND DECLARED.
                                
                                    
                                ARTICLE II
                                
                             ADDITIONAL NOTES
                                
          SECTION 2.01.  ADDITIONAL NOTES SECURED BY THIS MORTGAGE: The
Mortgagor, when authorized by resolution of its board of directors, may from
time to time execute and deliver to the Mortgagee  one or more Additional
Notes to evidence loans made by the Mortgagee to the Mortgagor.  The
Mortgagor, when authorized by resolution of its board of directors, may also
from time to time execute and deliver one or more Additional Notes to refund
any Note at the time outstanding and secured hereby, or in renewal of, or in
substitution for, any such outstanding Note.  Additional Notes shall
contain such provisions and shall be executed and delivered upon such terms
and conditions as the board of directors of the Mortgagor in the resolution
authorizing the execution and delivery thereof and the Mortgagee shall
prescribe.  Additional Notes, including refunding, renewal and substitute
Notes, when and as executed and delivered, shall be secured by this
Mortgage, equally and ratably with all other Notes at the time outstanding,
without preference, priority, or distinction of any of the Notes over any
other of the Notes by reason of the priority of the time of the execution,
delivery or maturity thereof or of the assignment or negotiation thereof. 
As used in this Mortgage, the term "directors" includes trustees.
                                
          SECTION 2.02.  SUPPLEMENTAL MORTGAGES TO CONFIRM SECURITY: The
Mortgagor, when authorized by resolution of its board of directors, may from
time to time execute, acknowledge, deliver, record and file one or more
supplements to this Mortgage which thereafter shall form a part hereof for
the purpose of formally confirming this Mortgage as security for the Notes.
                                
                                
                                ARTICLE III
                                
                   PARTICULAR COVENANTS OF THE MORTGAGOR
                                
          EACH MORTGAGOR COVENANTS WITH THE MORTGAGEE AS FOLLOWS:
                                
          SECTION 3.01.  AUTHORITY TO EXECUTE AND DELIVER NOTES AND MORTGAGES;
ALL ACTION TAKEN; ENFORCEABLE OBLIGATIONS:  The Mortgagor is duly authorized
under its articles of incorporation and by-laws and the laws of the State
of its incorporation and all other applicable provisions of law to execute
and deliver the Notes and this Mortgage and to execute and deliver
Additional Notes; and all corporate action on its part for the execution
and delivery of the Notes and this Mortgage has been duly and effectively
taken; and the Notes and this Mortgage are the valid and enforceable

                                      -4-
<PAGE>
obligations of the Mortgagor in accordance with their respective terms,
except to the extent enforceability may be limited by laws affecting
creditors generally, by the exercise of judicial discretion in accordance
with general provisions of equity or because waivers of statutory or common
law rights or remedies   may be limited.
                                
          SECTION 3.02.  AUTHORITY TO MORTGAGE PROPERTY; NO LIENS; EXCEPTION
FOR PERMITTED ENCUMBRANCES; MORTGAGOR TO DEFEND TITLE AND REMOVE LIENS:  The
Mortgagor warrants that it has good, right and lawful authority to mortgage
the property described in the granting clauses of this Mortgage for the
purposes herein expressed, and that the said property is free and clear of
any deed of trust, mortgage, lien, charge or encumbrance thereon or
affecting the title thereto, except (i) the lien of this Mortgage and taxes
or assessments not yet due; (ii) deposits or pledges to secure payment of
workmen's compensation, unemployment insurance, old age pensions or other
social security; and (iii) deposits or pledges to secure performance of
bids, tenders, contracts (other than contracts for the payment of borrowed
money), leases, public or statutory obligations, surety or appeal bonds, or
other deposits or pledges for purposes of like general nature in the
ordinary course of business.
                                
          The Mortgagor will, so long as any of the Notes shall be outstanding,
maintain and preserve the lien of this Mortgage superior to all other liens
affecting the Mortgaged Property, and will forever warrant and defend the
title to the property described as being mortgaged hereby to the Mortgagee
against any and all claims and demands whatsoever.  Except to the extent
being contested by Mortgagor in good faith, Mortgagor will promptly pay or
discharge any and all obligations for or on account of which any such lien
or charge might exist or could be created and any and all lawful taxes,
rates, levies, assessments, liens, claims or other charges imposed upon or
accruing upon any of the Mortgagor's property, or the franchises, earnings
or business of the Mortgagor, as and when the same shall become due and
payable; and whenever called upon so to do the Mortgagor will furnish to
the Mortgagee adequate proof of such payment or discharge.

          SECTION 3.03.  PAYMENT OF NOTES:  The Mortgagor will duly and
punctually pay the principal of and interest on the Notes in addition to any
other amounts due thereunder at the dates and places and in the manner
provided therein, according to the true intent and meaning thereof, and all
other sums becoming due hereunder.

          SECTION 3.04.  PRESERVATION OF CORPORATE EXISTENCE AND FRANCHISES;
COMPLIANCE WITH LAWS; LIMITATIONS ON MERGERS, TRANSFERS AND PURCHASES:  The
Mortgagor will at all times, so long as any of the Notes shall be outstanding,
take or cause to be taken all such action as from time to time may be
necessary to preserve its corporate existence and to preserve and renew all
franchises, rights of way, easements, permits and licenses necessary to the
conduct of its business, and will materially comply with all valid laws,
ordinances, regulations and requirements applicable to it or its property.

                                      -5-
<PAGE>
The Mortgagor will not, without the approval in writing of the Mortgagee,
take or suffer to be taken any steps to reorganize, or to consolidate with
or merge into any other corporation other than as provided for in the Loan
Agreement.
                                
          SECTION 3.05.  MAINTENANCE OF MORTGAGED PROPERTY:  The Mortgagor
will at all times maintain and preserve the Mortgaged Property in good repair,
working order and condition, ordinary wear and tear and disposition of
property in the ordinary course of business excepted, and will from time to
time make all needful and proper repairs, renewals and replacements, and
useful and proper alterations, additions, betterments and improvements in
accordance with prudent industry practice, and will, subject to contingencies
beyond its reasonable control, at all times keep its plant and properties in
continuous operation and use all reasonable diligence to furnish the
subscribers served by it through the Mortgaged Property with adequate
service.

          SECTION 3.06.  PURCHASE OF PROPERTY FREE OF LIENS:  Except as
specifically authorized in writing in advance by the Mortgagee or in the case
of vehicles, the Mortgagor will purchase all materials, equipment, supplies
and replacements to be incorporated in or used in connection with or
otherwise constituting Mortgaged Property outright, and not subject to any
conditional sales agreement, chattel mortgage, bailment lease, or other
agreement reserving to the seller any right, title or lien except current
trade obligations incurred in the ordinary course of business.
                                
          SECTION 3.07.  INSURANCE; RESTORATION OF DAMAGED MORTGAGED PROPERTY:
(a) The Mortgagor will at all times at its own expense maintain, with a
financially sound and reputable insurer, property and casualty insurance
(including fidelity bonds) with respect to its properties and business
against such casualties and contingencies of such types and in such amounts
as the Mortgagee reasonably determines is customary in the case of any entity
of established reputation engaged in the same or a similar business and
owning similar properties.  The Mortgagor will cause the Mortgagee to be
named as loss-payee on all such insurance policies.  The Mortgagor will,
upon request of the Mortgagee, submit a schedule of its insurance in effect
on the date specified in such request and shall, if so directed by the
Mortgagee, submit a certificate of its insurance coverages.  If the
Mortgagor shall at any time fail or refuse to take out or maintain
insurance or to make changes in respect thereof upon appropriate request by
the Mortgagee, the Mortgagee may take out such insurance on behalf and in
the name of the Mortgagor, and the Mortgagor will pay the cost thereof; (b)
In the event of damage to or the destruction or loss of any portion of the
Mortgaged Property which shall be covered by insurance, unless the
Mortgagee shall otherwise agree, the Mortgagor shall replace or restore
such damaged, destroyed or lost portion so that the Mortgaged Property
shall be in substantially the same condition as it was in prior to such
damage, destruction or loss, and shall apply the proceeds of the insurance
for that purpose.  The Mortgagor shall replace the loss or shall commence

                                      -6-
<PAGE>
such restoration promptly after such damage, destruction or loss shall have
occurred and shall complete such replacement or restoration as
expeditiously as practicable, and shall pay or cause to be paid out of the
proceeds of such insurance all costs and expenses in connection therewith
so that such replacement or restoration shall be so completed that the
portion of the Mortgaged Property so replaced or restored shall be free and
clear of all mechanics' liens and other claims.

          SECTION 3.08.  MORTGAGEE'S RIGHT TO EXPEND MONEY TO PROTECT MORTGAGED
PROPERTY:  In the event of the failure of the Mortgagor to comply with
material covenants and conditions herein contained with respect to the
procuring of insurance, the payment of taxes, assessments and other
charges, the keeping of the Mortgaged Property in repair and free of liens
and other claims or to comply with any other material covenant contained in
this Mortgage, Mortgagee shall have the right (without prejudice to any
other rights arising by reason of such default) to advance or expend moneys
for the purpose of procuring such insurance, or for the payment of
insurance premiums, taxes, assessments or other charges unless being
contested by Mortgagor in good faith, or to save the Mortgaged Property
from sale or forfeiture for any unpaid tax or assessment, or otherwise, or
to redeem the same from any tax or other sale, or to purchase any tax title
thereon unless being contested by Mortgagor in good faith, or to remove or
purchase any recorded mechanics' liens or other encumbrance thereon, or to
make repairs thereon or to comply with any other covenant herein contained
or to prosecute or defend any suit in relation to the Mortgaged Property or
in any manner to protect the Mortgaged Property and the title thereto, and
all sums so advanced for any of the aforesaid purposes with interest
thereon at the rate provided in the Note shall be deemed a charge upon the
Mortgaged Property in the same manner as the Notes at the time outstanding
are secured and shall be forthwith paid to Mortgagee making such advance or
advances upon demand; provided, however, that such interest rate shall not
be in excess of the rate permitted by law.  It shall not be obligatory for
Mortgagee in making any such advances or expenditures to inquire into the
validity of any such tax title, or of any of such taxes or assessments or
sales therefor, or of any such mechanics' liens or other encumbrance.
                                
          SECTION 3.09.  LIMITATIONS ON CONTRACTS; DEPOSITS OF FUNDS:  Except
as set forth in the Loan Agreement, the Mortgagor will not, without the
approval in writing of the Mortgagee:  (a) enter into any contract or
contracts (i) for management of its business or any part thereof; (ii) for
the operation or maintenance of all or any substantial part of its property,
(iii) for the use by others of any of the Mortgaged Property in excess of
$100,000; or (iv) with other companies; provided, however, that such approval
shall not be required for any contract which in form and substance
substantially conforms with contracts in general use in the Mortgagor's
industry by companies of size and character similar to Mortgagor or which
substantially conform to contracts which are currently in existence that
Mortgagor is a party to; or (b) deposit any of its funds, regardless of the
source thereof, in any bank which is not insured by the Federal Deposit
Insurance Corporation or the successor thereof.
                                      -7-
<PAGE>
          SECTION 3.10.  FINANCIAL BOOKS; FINANCIAL REPORTS; MORTGAGEE RIGHT OF
INSPECTION:  The Mortgagor will at all times keep, and safely preserve,
proper books, records and accounts in which full and true entries will be
made of all of the dealings, business and affairs of the Mortgagor, in
accordance with methods of accounting prescribed by the state regulatory
body having jurisdiction over the Mortgagor, or in the absence of such
regulatory body or such prescription, by the Federal Communications
Commission ("FCC") or in accordance with generally accepted accounting
principles.  The Mortgagor will prepare and furnish Mortgagee not later
than 60 days from the six-month period ending June 30 and the twelve month
period ending December 31, or at more frequent intervals when reasonably
specified by the Mortgagee, financial and statistical reports on its and
any subsidiaries' condition and operation.  The December year-end reports
shall include individual financial statements for the Mortgagor and
consolidated and consolidating financial statements for the Mortgagor and
each of its subsidiaries, in such detail as the Mortgagee may reasonably
prescribe.  The Mortgagor will cause to be prepared and furnished to
Mortgagee at least once during each 12-month period during the term hereof,
a full and complete report of its and its subsidiaries' financial condition
as of a date (hereinafter called the "Fiscal Date") not more than one
hundred twenty days (120) after the close of the fiscal year, in form and
substance reasonably satisfactory to the Mortgagee, audited and certified
by independent certified public accountants reasonably satisfactory to
Mortgagee and accompanied by a report of such audit in form and substance
reasonably satisfactory to the Mortgagee.  The Mortgagee, through its
representatives, shall at all times during reasonable business hours have
access to, and the right to inspect and make copies of, any or all books,
records and accounts, and any or all invoices, contracts, leases, payrolls,
cancelled checks, statements and other documents and papers of every kind
belonging to or in possession of the Mortgagor and its subsidiaries and
pertaining to the Mortgagor's and its subsidiaries' property or business.
                                
          SECTION 3.11.  FURTHER ASSURANCES TO CONFIRM SECURITY OF MORTGAGE: 
The Mortgagor will from time to time upon written demand of the Mortgagee make,
execute, acknowledge and deliver or cause to be made, executed,
acknowledged and delivered all such further and supplemental indentures of
mortgage, deeds of trust, mortgages, financing statements, continuation
statements, security agreements, instruments and conveyances as may
reasonably be requested by the Mortgagee and take or cause to be taken all
such further action as may reasonably be requested by the Mortgagee to
effectuate the intention of these presents and to provide for the securing
and payment of the principal of and interest on the Notes according to the
terms thereof and for the purpose of fully conveying, transferring and
confirming unto the Mortgagee the property hereby conveyed, mortgaged and
pledged, or intended so to be, whether now owned by the Mortgagor or
hereafter acquired by it and to reflect the assignment of the rights or
interest of the Mortgagee hereunder or under any Note.  The Mortgagor will
cause this Mortgage and any and all supplemental indentures of mortgage,
mortgages and deeds of trust and every security agreement, financing

                                      -8-
<PAGE>
statement, continuation statement and every additional instrument which
shall be executed pursuant to the foregoing provisions forthwith upon
execution to be recorded and filed and rerecorded and refiled as
conveyances and mortgages and deeds of trust of and security interests in
real and personal property in such manner and in such places as may be
required by law or reasonably requested by the Mortgagee in order fully to
preserve the security for the Notes and to perfect and maintain the
superior lien of this Mortgage and all supplemental indentures of mortgage,
mortgages and deeds of trust and the rights and remedies of Mortgagee.
                                
          SECTION 3.12.  LIMITATIONS ON DIVIDENDS, PATRONAGE REFUNDS AND OTHER
CASH DISTRIBUTIONS:  Except as allowed under the Loan Agreement, the Mortgagor
will not in any one calendar year without the prior approval in writing of
Mortgagee declare or pay any dividends or make any other distribution to
its stockholders with respect to its capital stock, or purchase or redeem
or retire any of its ca   pital stock.
                                
          SECTION 3.13.  APPLICATION OF PROCEEDS FROM CONDEMNATION:  In the
event that the Mortgaged Property, or any part thereof, shall be taken under
the power of eminent domain, all proceeds and avails therefrom, except to the
extent that Mortgagee shall consent to other use and application thereof by
the Mortgagor, shall forthwith be applied by the Mortgagor: first, either to
acquire additional Mortgaged Property or to the ratable payment of any
indebtedness by this Mortgage secured other than principal of or interest
on the Notes; second, to the ratable payment of interest which shall have
accrued on the Notes and be unpaid; third, to the ratable payment of or on
account of the unpaid principal of the Notes; and fourth, the balance shall
be paid to Mortgagor or whosoever shall be entitled thereto.
                                
          SECTION 3.14.  COMPLIANCE WITH LOAN AGREEMENTS:  The Mortgagor will
well and truly observe and perform all of the covenants, agreements, terms
and conditions contained in the Loan Agreement on its part to be observed or
performed.  In the event of any inconsistency between the terms and
conditions of the Mortgage and Loan Agreement, the more restrictive
provisions shall apply  to the Mortgagor.
                                
          SECTION 3.15.  NOTICE OF CHANGE OF CHIEF EXECUTIVE OFFICES:  The
Mortgagor will promptly notify the Mortgagee in writing of any change in
location of its chief executive offices or the office where its records
concerning accounts and contract rights are kept.
                                
          SECTION 3.16.  RIGHTS OF WAY, ETC., NECESSARY IN BUSINESS:  The
Mortgagor will exercise reasonable efforts to obtain all such rights of way,
easements from landowners and releases from lienors as shall be necessary
or advisable in the conduct of its business, and, if requested by the
Mortgagee, deliver to the Mortgagee evidence satisfactory to the Mortgagee
of the obtaining of such rights of way, easements or releases.



                                      -9-
<PAGE>
          SECTION 3.17.  LIMITATIONS ON LOANS, INVESTMENTS AND OTHER
OBLIGATIONS:   (a) The Mortgagor shall not, without first obtaining the written
approval of Mortgagee, (i) purchase or make any commitment to purchase any
stock, bonds, notes, debentures or other securities or obligations of or
beneficial interests in, (ii) make any other investment in, (iii) make any
loan to, or (iv) guarantee, assume, or otherwise become liable for any
obligation of, any corporation, association, partnership, joint venture,
trust, government or any agency or department thereof, or any other entity
of any kind if the aggregate amount of all such purchases, investments,
loans and guarantees exceeds the greater of ten percent (10%) of Total
Plant or thirty percent (30%) of Net Worth.  For purposes of this Mortgage,
"Total Plant" shall be calculated on a consolidated basis for the Mortgagor
and all its subsidiaries and shall mean the total of all assets included in
property, plant and equipment pursuant to generally accepted accounting
principles and shall exclude any goodwill or plant acquisition adjustments. 
For purposes of this Mortgage, "Net Worth" shall be calculated on a
consolidated basis for the Mortgagor and all its subsidiaries, arrived at
by subtracting total liabilities from total assets.
                                
          (b)  The following shall not be included in the limitation on
purchases, investments, loans and guarantees in (a) above: (i) bonds, notes,
debentures, stock, or other securities or obligations issued by or
guaranteed by the United States government or any agency or instrumentality
thereof; (ii) bonds, notes, debentures, stock, commercial paper,
subordinated capital certificates, or any other security or obligation of
institutions whose senior unsecured debt obligations are rated by at least
two nationally recognized rating organizations in either of its two highest
categories; (iii) investments incidental to loans made by RTFC; and (iv)
any deposit that is fully insured by the Federal Government.
                
          SECTION 3.18.  SALE OF ASSETS:  The Mortgagor and any Subsidiary of
the Mortgagor may not, without prior written approval of the Mortgagee, sell,
lease or transfer any Mortgaged Property, unless the fair market value of
such asset is less than $150,000 and the aggregate value of assets sold,
leased or transferred in any 12-month period is less than $600,000.  The
proceeds of such sale, lease or transfer, less ordinary and reasonable
expenses incident to such sale transaction, must be (i) immediately applied
as prepayment without penalty of the Notes (when permitted under the
respective terms of each Loan Agreement); or (ii) used to buy replacement
property as may be designated by Mortgagee at the time of any such
prepayment; or (iii) set aside as a deposit in an account selected by the
Mortgagor.
                                                
                                
                                ARTICLE IV
                                
                 REMEDIES OF THE MORTGAGEE AND NOTEHOLDERS
                                
          SECTION 4.01  EVENTS OF DEFAULT:  THE OCCURRENCE OF ANY ONE OR MORE
OF THE FOLLOWING EVENTS SHALL CONSTITUTE AN "EVENT OF DEFAULT":
                                      -10-
<PAGE>
               (a)  REPRESENTATIONS AND WARRANTIES.  Any representation or
                    warranty made herein, in any Loan Agreement, or in any
                    statement, report, certificate, opinion, financial
                    statement or other document furnished or to be furnished
                    in connection with this Mortgage or any Loan Agreement
                    shall be false or misleading in any material respect.
                                
               (B)  PAYMENT.  Failure of Mortgagor to make any payment of
                    interest on, or principal of, any Note or failure to make
                    payment of any other amount due thereunder including,
                    without limitation, any sum due the Mortgagee under any
                    Loan Agreement when and as the same shall become due,
                    whether at the due date thereof, by demand, by acceleration
                    or otherwise.
                                
               (C)  OTHER COVENANTS.  Failure of Mortgagor to observe or
                    perform any warranty, covenant, or condition to be observed
                    or performed by Mortgagor under this Mortgage, any Loan
                    Agreement or any Note.
                                
               (D)  CORPORATE EXISTENCE.  The Mortgagor shall forfeit or
                    otherwise be deprived of its corporate charter, franchises,
                    permits, easements, consents or licenses required to carry
                    on any material portion of its business.
                                
               (E)  BANKRUPTCY.  A court shall enter a decree or order for
                    relief with respect to the Mortgagor or any Subsidiary or
                    guarantor (if applicable) in an involuntary case under
                    any applicable bankruptcy, insolvency or other similar law
                    now or hereafter in effect, or appoint a receiver,
                    liquidator, assignee, custodian, trustee, sequestrator or
                    similar official, or order the winding up or liquidation of
                    its affairs, and such decree or order shall remain unstayed
                    and in effect for a period of sixty (60) consecutive
                    days or the Mortgagor or any subsidiary shall commence a
                    voluntary case under any applicable bankruptcy, insolvency
                    or other similar law now or hereafter in effect, or under
                    any such law, or consent to the appointment or taking of
                    possession by a receiver, liquidator, assignee, custodian
                    or trustee, of a substantial part of its property, or make
                    any general assignment for the benefit of creditors.
                                
               (F)  DISSOLUTION OR LIQUIDATION.  Other than as provided in
                    subsection (e) above, the dissolution or liquidation of the
                    Mortgagor or any Subsidiary or any guarantor (if
                    applicable), or failure by the Mortgagor or any
                    Subsidiary or any guarantor (if applicable) to promptly
                    forestall or remove any execution, garnishment or
                    attachment of such consequence as will impair its ability

                                      -11-
<PAGE>
                    to continue its business or fulfill its obligations and
                    such execution, garnishment or attachment shall not be
                    vacated within sixty (60) days.
                                
               (G)  FINAL JUDGMENT.  A final nonappealable judgment in excess
                    of $100,000 shall be entered against the Mortgagor and
                    shall remain unsatisfied or Without a stay in respect
                    thereof for a period of sixty (60) days.
                                
               (H)  OTHER OBLIGATIONS.  Default by the Mortgagor in the payment
                    when due of any money owed by the Borrower, whether
                    principal, interest, premium or otherwise under any other
                    agreement for borrowing money in an amount in excess of
                    five percent (5%) of total assets, whether or not such
                    borrowing is secured.
                                
          SECTION 4.02   REMEDIES OF MORTGAGEE:  Upon the occurrence of an
Event of Default, the Mortgagee may, subject to:
                                
          (i)  thirty (30) days prior written notice during which time
               Mortgagor shall have the opportunity to cure said Event of
               Default except with respect to Events of Default pursuant to
               Sections 4.01(b), 4.01(e) and 4.01(f) above which shall require
               no notice or demand and shall have no period to cure; and

          (ii) compliance, if required, with the rules and regulations of the
               FCC and any state public service or utilities commission having
               jurisdiction;
                                       
exercise in any jurisdiction in which enforcement hereof is sought, the
following rights and remedies, in addition to all rights and remedies
available to the Mortgagee under applicable law, all such rights and
remedies being cumulative and enforceable alternatively, successively or
concurrently:

          (a)  take immediate possession of the Mortgaged Property, collect and
               receive all credits, outstanding accounts and bills receivable
               of the Mortgagor and all rents, income, revenues and profits
               pertaining to or arising from the Mortgaged Property, or any
               part thereof, and issue binding receipts therefor; and manage,
               control and operate the Mortgaged Property as fully as the
               Mortgagor might do if in possession thereof, including, without
               limitation, the making of all repairs or replacements deemed
               necessary or advisable; Provided, However, that Mortgagee agrees
               to abide by any notice requirement contained in FCC Rules, 47
               C.F.R. 22.917(f), in connection with any of the Mortgaged
               Property which is covered by such section or any successor
               provision;


                                      -12-
 <PAGE>
          (b)  proceed to protect and enforce the rights of the Mortgagee under
               this Mortgage by suits or actions in equity or at law in any
               court or courts of competent jurisdiction, whether for specific
               performance of any covenant or any agreement contained herein or
               in aid of the execution of any power herein granted or for the
               foreclosure hereof or hereunder or for the sale of the Mortgaged
               Property, or any part thereof, or to collect the debts hereby
               secured or for the enforcement of such other or additional
               appropriate legal or equitable remedies as may be deemed most
               effectual to protect and enforce the rights and remedies herein
               granted or conferred, and in the event of the institution of any
               such action or suit Mortgagee shall have the right to have
               appointed a receiver of the Mortgaged Property and of all rents,
               income, revenues and profits pertaining thereto or arising
               therefrom derived, received or had from the time of the
               commencement of such suit or action, and such receiver shall
               have all the usual powers and duties of receivers, in like and
               similar cases, to the fullest extent permitted by law, and if
               application shall be made for the appointment of a receiver the
               Mortgagor hereby expressly consents that the court to which such
               application shall be made may make said appointment;
                                    
          (c)  sell or cause to be sold consistent with the applicable
               commercial code all and singular the Mortgaged Property or any
               part thereof, and all right, title, interest, claim and demand
               of the Mortgagor therein or thereto, at public auction at such
               place in any county in which the property to be sold, or any
               part thereof is located, at such time and upon such terms as
               may be specified in a notice of sale, which shall state the time
               when and the place where the sale is to be held, shall contain a
               brief general description of the property to be sold, and shall
               be given by mailing a copy thereof to the Mortgagor at least
               fifteen (15) days prior to the date fixed for such sale and by
               publishing the same once in each week for two successive
               calendar weeks prior to the date of such sale in a newspaper of
               general circulation published in said county, or if no such
               newspaper is published in such county, in a newspaper of general
               circulation in such county, the first such publication to be not
               less than fifteen (15) days nor more than thirty (30) days prior
               to the date fixed for such sale.  Any sale to be made under this
               subparagraph (c) of this section 4.02 may be adjourned from time
               to time by announcement at the time and place appointed for such
               sale or for such adjourned sale and without further notice or
               publication the sale may be had at the time and place to which
               the same shall be adjourned; provided, however, that in the
               event another or different notice of sale or another or
               different manner of conducting the same shall be required by
               law the notice of sale shall be given or the sale shall be
               conducted, as the case may be, in accordance with the applicable
               provisions of law; and
                                      -13- 
<PAGE>
          (d)  declare all unpaid principal outstanding on any Note, all
               accrued and unpaid interest thereon, and all other amounts due
               under the Loan Agreement and/or Notes to be immediately due and
               payable and the same shall thereupon become immediately due and
               payable without presentment, demand, protest or notice of any
               kind, all of which are hereby expressly waived.

                                    
          SECTION 4.03.  RIGHT OF MORTGAGEE TO BID ON MORTGAGED PROPERTY:  At
any sale hereunder Mortgagee shall have the right to bid for and purchase the
Mortgaged Property, or such part thereof as shall be offered for sale, and
Mortgagee may apply in settlement of the purchase price of the property so
purchased the portion of the net proceeds of such sale which would be
applicable to the payment on account of the principal of and interest on
and any other sum due pursuant to the Note held by Mortgagee and such
amount so applied shall be credited as a payment on account of principal of
and interest on and any other sum due pursuant to the Note held by
Mortgagee.
                                                        
          SECTION 4.04.  APPLICATION OF PROCEEDS FROM REMEDIAL ACTIONS:  Any
proceeds of funds arising from the exercise of any rights or the enforcement of
any remedies herein provided after the payment or provision for the payment of
any and all costs and expenses in connection with the exercise of such
rights or the enforcement of such remedies shall be applied first, to the
payment of indebtedness hereby secured other than the principal of or
interest on the Notes; second, to the ratable payment of interest which
shall have accrued on the Notes and which shall be unpaid; third, to the
ratable payment of or on account of the unpaid principal of the Notes, and
the balance, if any, shall be paid to Mortgagor or whosoever shall be
entitled thereto.
                                                    
          SECTION 4.05.  NOTICE OF DEFAULT:  The Mortgagor covenants that it
will give prompt written notice to Mortgagee of the occurrence of an Event of
Default or an event which, with the giving of notice or lapse of time or both,
would constitute an Event of Default.
                                    
          SECTION 4.06.  REMEDIES CUMULATIVE; NO ELECTION:  Every right or
remedy herein conferred upon or reserved to Mortgagee shall be cumulative and
shall be in addition to every other right and remedy given hereunder or now
or hereafter existing at law, or in equity, or by statute.  The pursuit of
any right or remedy shall not be construed as an election.
                                    
          SECTION 4.07.  WAIVER OF APPRAISEMENT RIGHTS:  To the extent
permitted under applicable law, the Mortgagor, for itself and all who may claim
through or under it, covenants that it will not at any time insist upon or
plead, or in any manner whatever claim, or take the benefit or advantage of,
any appraisement, valuation, stay, extension or redemption laws now or
hereafter in force in any locality where any of the Mortgaged Property may
be situated, in order to prevent, delay or hinder the enforcement or

                                      -14-
<PAGE>
foreclosure of this Mortgage, or the absolute sale of the Mortgaged
Property, or any part thereof, or the final and absolute putting into
possession thereof, immediately after such sale, of the purchaser or
purchasers thereat, and the Mortgagor, for itself and all who may claim
through or under it, hereby waives the benefit of all such laws unless such
waiver shall be forbidden by law.
                                    
                                    
                                   ARTICLE V
                                    
                  POSSESSION UNTIL DEFAULT-DEFEASANCE CLAUSE
                                    
         SECTION 5.01.  POSSESSION UNTIL DEFAULT:  Until some one or more of
the Events of Default shall have happened, the Mortgagor shall be suffered and
permitted to retain actual possession of the Mortgaged Property, and to
manage, operate and use the same and any part thereof, with the rights and
franchises appertaining thereto, and to collect, receive, take, use and
enjoy the rents, revenues, issues, earnings, income, products and profits
thereof or therefrom, subject to the provisions of this Mortgage.
                                    
         SECTION 5.02.  DEFEASANCE:  Upon payment of the full amount of the
principal of and interest on the Notes and upon payment of all other sums
payable hereunder by the Mortgagor, all property, rights and interests hereby
conveyed or assigned or pledged shall revert to the Mortgagor and the
estate, right, title and interest of the Mortgagee shall thereupon cease,
determine and become void and the Mortgagee, in such case, on written
demand of the Mortgagor, but at the Mortgagor's cost and expense, shall
enter satisfaction of this Mortgage upon the record.
                                    

                                  ARTICLE VI
                                    
                                 MISCELLANEOUS
                                    
         SECTION 6.01.  PROPERTY DEEMED REAL PROPERTY:  It is hereby declared
to be the intention of the Mortgagor that all lines, or systems, embraced in
the Mortgaged Property, including, without limitation, all rights of way and
easements granted or given to the Mortgagor or obtained by it to use real
property in connection with the construction, operation or maintenance of
such lines, or systems, and all other property physically attached to any
of the foregoing-described property, shall be deemed to be real property.
                                    
         SECTION 6.02.  MORTGAGE TO BIND AND BENEFIT SUCCESSORS AND ASSIGNS: 
All of the covenants, stipulations, promises, undertakings and agreements
herein contained by or on behalf of the Mortgagor shall bind its successors
and assigns, whether so specified or not, and all titles, rights and remedies
hereby granted to or conferred upon the Mortgagee shall pass to and inure
to the benefit of the successors and assigns of the Mortgagee and shall be
deemed to be granted or conferred for the ratable benefit and security of

                                      -15-
<PAGE>
all who shall from time to time be the holders of Notes executed and
delivered as herein provided.
                                    
         SECTION 6.03.  HEADINGS:  The descriptive headings of the various
articles of this Mortgage were formulated and inserted for convenience only
and shall not be deemed to affect the meaning or construction of any of the
provisions hereof.
                                                    
         SECTION 6.04.  NOTICES:  All notices, requests and other
communications provided for herein including, without limitation, any
modifications of, or waivers, requests or consents under, this Mortgage shall
be given or made in writing (including, without limitation, by telecopy) and
delivered to the intended recipient at the "Address for Notices" specified
below; or, as to any party, at such other address as shall be designated by
such party in a notice to each other party.  Except as otherwise provided in
this Mortgage, all such communications shall be deemed to have been duly given
when personally delivered or, in the case of a telecopied or mailed notice,
upon receipt, in each case given or addressed as provided for herein. The
Address for Notices of the respective parties are as follows:
                                    
         The Mortgagee: Rural Telephone Finance Cooperative
                        Woodland Park
                        2201 Cooperative Way
                        Herndon, Virginia 20171-3025
                        Attention:  Chief Executive Officer
                        Fax:  703-709-6776
                                    
         The Mortgagor: Dakota Cooperative Telecommunications, Inc.
                        Dakota Telecom, Inc.
                        P.O. Box 66
                        29705  453rd Avenue
                        Irene, SD  57037
                        Fax:  605-263-3995
                                    
         SECTION 6.05.  REGULATORY APPROVAL: Notwithstanding anything to the
contrary contained in this Mortgage, the Loan Agreement, or in any related
agreement, instrument or document, mortgagee shall not take any action
requiring the prior approval of the FCC or any state public service or
utilities commission having jurisdiction without first obtaining such
approval.

         SECTION 6.06.  SEVERABILITY:  The invalidity of any one or more
phrases, clauses, sentences, paragraphs or provisions shall not affect the
remaining portions of this Mortgage, nor shall any such invalidity as to any
holder of Notes hereunder affect the rights hereunder of any other holder of
Notes.

         SECTION 6.07.  COUNTERPARTS:  This Mortgage may be simultaneously
executed in any number of counterparts, and all said counterparts executed and

                                      -16-
<PAGE>
delivered, each as an original, shall constitute but one and the same
instrument.
                                                        
         SECTION 6.08.  MORTGAGE DEEMED SECURITY AGREEMENT:  To the extent that
any of the property described or referred to in this Mortgage is governed by
the provisions of the Uniform Commercial Code this Mortgage is hereby deemed a
"security agreement" under the Uniform Commercial Code, and a "financing
statement" under the Uniform Commercial Code for said security agreement. 
The mailing addresses of the Mortgagor as debtor, and of the Mortgagee as
secured party are as s  et forth in Section 6.04.
                                    
         SECTION 6.09.  USE OF TERMS: The use of any gender or the neuter
herein shall also refer to the other gender or the neuter and the use of the
plural shall also refer to the singular, and vice versa.

         IN WITNESS WHEREOF, Mortgagor, has caused this Mortgage to be signed
in its name and its corporate seal to be hereunto affixed and attested by its
officers thereunto duly authorized, and Mortgagee, has caused this Mortgage
to be duly executed in its behalf, all as of the day and year first above
written.
                                  DAKOTA COOPERATIVE TELECOMMUNICATIONS,
                                    INC.
(SEAL)
                                  By: /s/James H. Jibben

                                  Title: President
ATTEST: /s/John Schaefer
         Secretary
                                    
Executed by the Mortgagor in the presence of:
                                    
/s/Dale Q. Bye
                                    
/s/Ross Benson
         Witnesses
                                    
                                  DAKOTA TELECOM, INC.
(SEAL)
                                  By: /S/Jeff Goeman 

                                  Title: President
ATTEST: /S/Palmer Larson
         Secretary
                                    
Executed by the Mortgagor in the presence of:
                                    
/s/Dale Q. Bye
                                    
/s/Ross Benson
         Witnesses
                                      -17-
<PAGE>
                             RURAL TELEPHONE FINANCE COOPERATIVE
              
                                    
(SEAL)                       BY: /s/Kenneth A. Fried 
                             Title: Assistant Secretary-Treasurer


Attest: /s/Janelle M. Keefer
        Assistant Secretary-Treasurer
                                    
Executed by the Mortgagee in the presence of:
                                    
/s/Kelly M. Wilkins
                                    
/s/Tara Cromp
         Witnesses


































                                      -18-

<PAGE>
                                   EXHIBIT I
                                    
                                    
                              INSTRUMENTS RECITAL
                                    
                                    
                                    
  THE INSTRUMENTS REFERRED TO IN THE PRECEDING RECITALS ARE AS FOLLOWS:
                                    
    (1)  "LOAN AGREEMENT" DATED AS OF EVEN DATE HEREWITH;
                                    
    (2)  "FIRST NOTE" DATED AS OF EVEN DATE HEREWITH IN THE PRINCIPAL AMOUNT
         OF $14,736,842 WITH A FINAL PAYMENT DATE FIFTEEN (15) YEARS FROM THE
         DATE HEREOF; AND

    (3)  "SECOND NOTE" DATED AS OF EVEN DATE HEREWITH IN THE PRINCIPAL AMOUNT
         OF $13,684,210 WITH A FINAL PAYMENT DATE FIFTEEN (15) YEARS FROM THE
         DATE HEREOF.


































<PAGE>
                                  EXHIBIT II
                                    
                                    
                               PROPERTY SCHEDULE
                                    
(a) The Existing Facilities are Located in the Counties of Clay, Lincoln,
    Turner, Union and Yankton in the State of South Dakota.
                                    
(b) The property referred to in the last lines of paragraph 1 of the
    Granting Clause includes the following described real estate:
                                    
CLAY COUNTY 
                                    
IRENE
                                    
LOT "C"  OF LOT 2 IN THE NE1/4 OF SECTION 6, TOWNSHIP 95, NORTH OF RANGE 53,
WEST OF THE 5TH P.M., CLAY COUNTY, SOUTH DAKOTA.
                                    
LOT "A" OF THE NORTHWEST QUARTER OF SECTION 5, TOWNSHIP 95 NORTH, RANGE 53,
WEST OF THE 5TH P.M., CLAY COUNTY, SOUTH DAKOTA.
                                    
LOTS ELEVEN (11), AND TWELVE (12), OF BLOCK EIGHT (8), OF THE ORIGINAL
PLAT, OF THE TOWN OF IRENE, IN CLAY COUNTY, SOUTH DAKOTA.
                                    
WAKONDA
                                    
LOT FOURTEEN (14), OF BLOCK SEVEN (7), BEING A PART OF OUTLOT "C" OF THE
TOWN OF WAKONDA, CLAY COUNTY, SOUTH DAKOTA.
                                    
LINCOLN COUNTY
                                    
SOUTH 150 FEET OF THE EAST 145 FEET OF THE SE1/4 OF THE SW1/4 OF THE SE1/4
(SE1/4SW1/4SE1/4) OF SECTION 28, TOWNSHIP 100 NORTH, RANGE 50 WEST OF THE 5TH
P.M., LINCOLN COUNTY, SOUTH DAKOTA.
                                    
LENNOX
                                    
THE NORTH 40 FEET OF LOT SEVENTEEN (17) AND THE WEST HALF (W1/2) OF LOT
EIGHTEEN (18), BLOCK ELEVEN (11), CITY OF LENNOX, LINCOLN COUNTY, SOUTH
DAKOTA.
                                    
LOT FIFTEEN (15), IN BLOCK ELEVEN (11), OF THE ORIGINAL PLAT OF THE CITY OF
LENNOX, LINCOLN COUNTY, SOUTH DAKOTA.
                                    
LOTS ONE (1) AND TWO (2), OF BLOCK FIVE (5) BEING PART OF TRACTS 1A AND 1B
IN INDUSTRIAL TRACT NO. 1, CITY OF LENNOX, LINCOLN COUNTY, SOUTH DAKOTA.
                                    





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RURAL BERESFORD
                                    
LOT "D-C" LOCATED IN THE NORTHWEST QUARTER (NW1/4) OF SECTION 33, TOWNSHIP 96
NORTH, RANGE 50, WEST OF THE 5TH P.M., IN LINCOLN COUNTY, SOUTH DAKOTA.
                                    
SIOUX FALLS (SOUTH SUNDOWNER)
                                    
THE EAST 323.4 FEET OF THE NORTH 478 FEET OF COUNTY AUDITORS TRACT 1 IN
ORIGINAL GOVERNMENT LOT 1 IN THE NORTHEAST QUARTER OF SECTION 12, TOWNSHIP
100 NORTH, RANGE 51 WEST OF THE 5TH P.M., LINCOLN COUNTY, SOUTH DAKOTA.
                                    
                                WORTHING
                                    
LOT SIXTEEN (16) AND THE WEST NINETY-TWO (92) FEET OF LOTS SEVENTEEN (17)
AND EIGHTEEN (18), ALL IN BLOCK EIGHT (8) OF THE ORIGINAL TOWN OF WORTHING,
LINCOLN COUNTY, SOUTH DAKOTA.
                                    
                                    
TURNER COUNTY
                                    
CHANCELLOR
                                    
LOTS THIRTEEN (13) AND FOURTEEN (14) BLOCK ONE (1) ORIGINAL TOWN OF
CHANCELLOR, BEING A PART OF THE NW1/4 OF SECTION 28, TOWNSHIP 99, RANGE 52,
TURNER COUNTY, SOUTH DAKOTA.
                                    
DAVIS
                                    
LOTS TWENTY FIVE (25) TWENTY SIX (26) AND TWENTY SEVEN (27) BLOCK SEVEN (7)
ORIGINAL TOWN OF DAVIS, BEING A PART OF THE W1/2 SE1/4 OF SECTION 33, TOWNSHIP
98, RANGE 52, TURNER COUNTY, SOUTH DAKOTA.
                                    
FLYGER
                                    
OUTLOT "A" OF THE SOUTHEAST QUARTER (SE 1/4) OF THE SOUTH EAST QUARTER (SE1/4),
OF SECTION TWENTY-THREE (23), TOWNSHIP NINETY-SEVEN (97) NORTH, RANGE
FIFTY-FIVE (55), WEST OF THE 5TH P.M., TURNER COUNTY, SOUTH DAKOTA.
                                    
HURLEY
                                    
THE NORTH EIGHTY (80') FEET OF LOTS EIGHT (8) AND NINE (9) BLOCK TWENTY
THREE (23) ORIGINAL TOWN, CITY OF HURLEY, SOUTH DAKOTA, BEING A PART OF THE
NE1/4 OF SECTION 27, TOWNSHIP 98, RANGE 53, TURNER COUNTY, SOUTH DAKOTA.
                                    
S 50' OF LOTS 8 & 9, BLOCK 23, ORIGINAL TOWN OF HURLEY, TURNER COUNTY,
SOUTH DAKOTA.
                                    
LOT TEN (10), OF BLOCK TWENTY-THREE (23), OF THE ORIGINAL PLAT OF THE TOWN
NOW CITY OF HURLEY, TURNER COUNTY, SOUTH DAKOTA.
                                    


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LOTS ELEVEN (11) AND TWELVE (12), BLOCK TWENTY-THREE (23) OF ORIGINAL TOWN
OF HURLEY, BEING PART OF THE NE1/4 OF SECTION 27, TOWNSHIP 98, RANGE 53,
TURNER COUNTY, SOUTH DAKOTA.
                                    
E 150' OF N1/2 S1/2 OF OUTLOT 17, TOWN OF HURLEY, TURNER COUNTY, SOUTH DAKOTA.
                                    
MONROE
                                    
LOTS OF TEN (10), ELEVEN (11), TWELVE (12) AND THIRTEEN (13), ALL IN BLOCK
1, TOWN OF MONROE (FORMERLY THE TOWN OF WARRINGTON) IN THE NORTHEAST
ONE-QUARTER (NE1/4) OF SECTION FIFTEEN 915), TOWNSHIP 100, RANGE 54, WEST OF
THE 5TH P.M., TURNER COUNTY, SOUTH DAKOTA.
                                    
PARKER
                                    
LOT FIFTEEN (15), OF BLOCK FOUR (4), OF THE ORIGINAL (PLAT) OF THE TOWN,
NOW CITY OF PARKER, TURNER COUNTY, SOUTH DAKOTA.
                                    
VIBORG
                                    
VIBORG INDUSTRIAL TRACT 6 LYING IN THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER (SW1/4 SE1/4) OF SECTION THIRTY-FIVE (35), TOWNSHIP NINETY-SEVEN (97)
NORTH, RANGE FIFTY-THREE (53) WEST OF THE 5TH P.M., TURNER COUNTY, SOUTH
DAKOTA.
                                    
YANKTON COUNTY
                                    
GAYVILLE
                                    
THE EAST 40 FEET OF THE SOUTH 30 FEET OF LOT 1, BLOCK 10, GAYVILLE, YANKTON
COUNTY, SOUTH DAKOTA.
                                    
THE NORTH FIFTY FEET (50') OF LOTS 8 AND 9, BLOCK 3, ORIGINAL TOWN OF
GAYVILLE, YANKTON COUNTY, SOUTH DAKOTA.
                                    
MAYFIELD
                                    
OUTLOT "A" OF THE NE 1/4, SECTION 27, TOWNSHIP 96, RANGE 55, YANKTON COUNTY,
SOUTH DAKOTA.
                                    
VOLIN
                                    
LOTS 17 AND 18, BLOCK 8, VOLIN'S ADDITION, VOLIN, YANKTON COUNTY, SOUTH
DAKOTA.
                                    
UNION COUNTY
                                    
ALSEN

A TRACT OF LAND DESCRIBED AS COMMENCING AT A POINT ONE HUNDRED FIFTY-SEVEN
(157') FEET NORTH OF THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER (NW1/4) OF

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SECTION EIGHTEEN (18), THENCE NORTH SIXTY-SIX (66') FEET, THENCE EAST
FIFTEEN (15) RODS, THENCE SOUTH SIXTY-SIX (66') FEET, THENCE  WEST FIFTEEN
(15) RODS TO A PLACE OF BEGINNING, ALL LOCATED WITHIN THE NORTHWEST ONE-QUARTER
(NW1/4) OF SECTION EIGHTEEN (18), TOWNSHIP 94 NORTH, RANGE 50 WEST OF
THE 5TH P.M. IN UNION COUNTY, SOUTH DAKOTA.