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                               EXHIBIT 10.1

                    RURAL TELEPHONE FINANCE COOPERATIVE
                SECURED REVOLVING LINE OF CREDIT AGREEMENT
                               ("Agreement")

DAKOTA TELECOMMUNICATIONS GROUP, INC. a Delaware corporation and DAKOTA
TELECOM, INC. a South Dakota corporation (hereinafter collectively called
the "Borrower"), hereby agrees to borrow from Rural Telephone Finance
Cooperative ("RTFC" or "Lender"), a South Dakota cooperative association,
pursuant to the terms of this Agreement, dated as of March 31, 1998, for a
revolving line of credit loan in amount not to exceed four million dollars
($4,000,000).  In consideration of their mutual premises hereunder and
other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Lender and Borrower agree to the following terms and
conditions:

1.   REVOLVING CREDIT AND TERM.  Lender agrees to make advances to the
     Borrower pursuant to the terms of this Agreement ("Advances").  The
     maximum principal amount outstanding a any point in time shall not
     exceed $4,000,000.  Within such limits, the Borrower may borrow, repay
     and reborrow at any time or from time to time for a period up to 12
     months from the date hereof (the "Maturity Date").

2.   REQUISITIONS.  The Borrower shall give Lender such prior notice of
     requests for Advances as RTFC may reasonably require from time to
     time.

3.   INTEREST RATE AND PAYMENT.  The Borrower unconditionally promises and
     agrees to pay, as and when due, interest on all amounts advanced
     hereunder from the date of each Advance and to repay all amounts
     advanced hereunder with interest on the Maturity Date.  Interest shall
     be due and payable quarterly on the first day of each March, June,
     September, and December, commencing on the first such date after such
     initial Advance; except that if Lender gives notice thereof to the
     Borrower before the first day of any month, interest shall thereafter
     be due and payable on the 15th day of such month and each month
     thereafter.  Lender shall invoice the Borrower at least five days
     prior to the due date of any such interest payment.  All amounts shall
     be payable at RTFC's main office at Woodland Park, 2201 Cooperative
     Way, Herndon, Virginia 20171-3025 or at such other location as
     designated by Lender from time to time.

     The interest rate on all Advances will be equal to the Prevailing Bank
     Prime Rate (as defined herein), plus one and one-half percent per
     annum or such lesser total rate per annum as may be fixed by Lender
     from time to time.  Interest will be computed on the basis of a year
     of 365 days.  The interest rate will be adjusted as determined from
     time to time by Lender, provided that no such adjustment may be



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     effective on a date other than the first or sixteenth day of any
     month, and will remain in effect until a subsequent change in rate
     occurs.

     The "Prevailing Bank Prime Rate" is that bank prime rate published in
     the "Money Rates" column of any edition of The Wall Street Journal
     which Lender determines in its discretion to be the representative
     bank prime rate on the day preceding the day on which an adjustment in
     the interest rate hereof shall become effective.  If such preceding
     day is not a publication day for The Wall Street Journal then the
     Prevailing Bank Prime Rate shall be established by reference to such
     "Money Rates" column as of the last publication day next preceding the
     day on which such adjustment shall become effective; provided if The
     Wall Street Journal shall cease to be published, then the Prevailing
     Bank Prime Rate shall be determined by RTFC by reference to another
     publication reporting bank prime rates in a similar manner.

4.   RTFC ACCOUNTS.  Lender shall maintain in accordance with its usual
     practice an account or accounts evidencing the indebtedness of the
     Borrower resulting from each Advance made from time to time and the
     amounts of principal and interest payable and paid from time to time
     hereunder.  In any legal action or proceeding in respect of this
     Agreement, the entries made in such account or accounts (whether
     stored on computer memory, microfilm, invoices or otherwise) shall be
     presumptive evidence (absent manifest error) of the existence and
     amounts of the Borrower's transactions therein recorded.

5.   CORPORATE AND REGULATORY APPROVALS.  Borrower represents that it has
     obtained any and all necessary corporate and regulatory approvals for
     Borrower to execute and perform pursuant to this Agreement.

6.   REPORTS.  Borrower agrees to deliver to Lender, promptly upon their
     beginning available, a copy of (i) any annual audit report prepared
     subsequent to the submission of this Agreement; (ii) its monthly
     operating report within thirty (30) days for any month in which there
     are advances outstanding pursuant to this Agreement; and (iii) any
     other reports which Lender reasonably requests during the term of this
     Agreement.

7.   COVENANTS/FINANCIAL RATIOS.  Until the Maturity Date, Borrower agrees
     to honor and be bound by the affirmative and negative covenants, and
     financial ratios, (collectively, the "Covenants") contained in
     Sections 6 ad 7 of the Loan Agreement by and between Borrower and
     Lender dated as of June 24, 1997, as it may be amended from time-to-time
     (the "Loan Agreement"), and such covenants shall be incorporated
     by reference as if fully stated herein.

8.   FEES.  If any amount outstanding and due hereunder shall not be paid
     when due, Borrower agrees to pay on demand Lender's reasonable costs

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     of collection or enforcement of this Agreement, or preparation
     therefor, including reasonable fees of counsel.  If pay of any
     principal and/or interest due under the terms of this Agreement is not
     received at Lender's office in Herndon, Virginia, or such other
     location designated by Lender within five (5) business days after the
     due date thereof (such unpaid amount of principal and/or interest
     being herein called the "delinquent amount," and the period beginning
     after such due date being herein called the "late-payment period"),
     Borrower will pay to Lender, on demand, in addition to all other
     amounts due under the terms of this Agreement, any late-payment charge
     as may then be in effect pursuant to Lender's policy on the delinquent
     amount for the late payment period.

9.   CREDIT SUPPORT.  This Agreement may not be used as credit support for
     any other financings without Lender's prior written approval.

10.  NOTICES, ACCELERATION OF DEBT AND WAIVERS.  While any amount hereunder
     is outstanding, Borrower agrees to notify Lender of any delinquency or
     default on any of its financial obligations, any material adverse
     change in its financial or business condition, and if any
     representation or warranty made in this Agreement has become untrue in
     any respect having a material adverse effect on the financial
     condition or business of the Borrower.

     Lender may declare at any time all outstanding amounts hereunder
     immediately due and payable in full with accrued interest, without
     presentment or demand, and may withhold advances of funds upon the
     occurrence of any of the following: (i) any delinquency or default in
     payment of any sum due the Lender under the Agreement; (ii) a court
     shall enter a decree or order for relief with respect to Borrower or
     any subsidiary or guarantor in an insolvency or bankruptcy or appoint
     a receiver, liquidator, trustee or similar official and such order
     remains in effect for a period of sixty (60) days; (iii) Borrower or
     any subsidiary shall commence a voluntary case under bankruptcy,
     insolvency or similar law or consent to the appointment of a receiver,
     liquidator, or trustee; (iv) the dissolution or liquidation of
     Borrower or subsidiary or guarantor or failure to forestall or remove
     any execution, garnishment or attachment of such consequence as to
     impair its ability to continue business and such execution,
     garnishment or attachment shall not be vacated within sixty (60) days;
     or (v) any other event as a result of which any holder of indebtedness
     may declare the same due and payable shall occur and continue for more
     than any applicable grace period.

     If any representation or warranty herein shall become untrue, or
     Borrower shall fail to comply with any term of this Agreement or if
     the financial condition of Borrower shall have changed to the extent
     that such change in the reasonable judgment of RTFC, materially
     increases RTFC's risk hereunder, then RTFC at its discretion may

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     withhold advances of funds and/or declare all outstanding amounts
     hereunder immediately due and payable in full with accrued interest,
     without presentment or demand.

     The Borrower waives the defense of usury and all rights to set off,
     counterclaim, deduction or recoupment.

11.  PURPOSE, REPAYMENTS AND DEPOSIT.  Borrower agrees that any and all
     Advances hereunder will be used only for proper corporate purposes and
     consistently with the requirements of outstanding security documents
     of Borrower relating to its operations.  Borrower agrees that this
     loan shall be repayable out of Borrower's general funds and that loan
     proceeds will not be deposited in any other account dedicated for
     secured financing advances.

12.  ADDITIONAL INDEBTEDNESS.  While any amount hereunder is outstanding
     and unless otherwise disclosed in writing to Lender and permitted
     pursuant to the Loan Agreement, Borrower agrees that it will not,
     without the prior written consent of Lender, (i) make distributions of
     cash to its shareholders, if applicable, or (ii) create, incur,
     assume, guarantee or otherwise become obligated for any additional
     indebtedness, other than t Lender except that the Borrower may borrow
     against another loan previously approved by Lender.

13.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND PAYMENT OBLIGATIONS. 
     Borrower agrees that the representations and warranties made in this
     Agreement shall survive the making of Advances hereunder.  Any
     unsatisfied payment obligation hereunder shall survive the maturity
     and cancellation of this Agreement.

14.  REPRESENTATIONS AND WARRANTIES.  Except as set forth in writing and
     attached hereto, Borrower represents and warrants as of the date of
     its application and on the date of each and every Advance hereunder
     that:

     (a)  The Borrower has and will meet all obligations and be in
          compliance with all instruments under which it is bound and that
          all information submitted in support of its application is true,
          complete and correct;

     (b)  There has been no material adverse change in the Borrower's
          business or financial condition from that set forth in its most
          recent audited financial statements provided to Lender;

     (c)  The Borrower has no outstanding loans from sources other than
          Lender, other than those previously disclosed in writing to
          Lender;



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     (d)  The Borrower is not in default in any material respect of any of
          its obligations and no litigation is threatened or pending which
          would have a material adverse impact on the Borrower's ability to
          perform under this Agreement; and

     (e)  The Borrower has no lines of credit with any other lenders.

15.  Consent to Patronage Capital Distributions.  Borrower hereby consents
     that the amount of any distributions with respect to Borrower's
     patronage which are made in written notices of allocation (as defined
     in Section 1388 of the Internal Revenue Code of 1986, as amended
     ("Code") including any other comparable successor provision) and which
     are received from Lender will be taken into account by Borrower at
     their stated dollar amounts in the manner provided in Section 1385(a)
     of the Code in the taxable year in which such written notices of
     allocation are received.

16.  SEVERABILITY.  If any term, provision or condition, or any part
     thereof, of this Agreement shall for any reason be found or held
     invalid or unenforceable by any court or governmental agency of
     competent jurisdiction, such invalidity or unenforceability shall not
     affect the remainder of such term, provision or condition nor any
     other term, provision or condition, and this Agreement shall survive
     and be construed as if such invalid or unenforceable term, provision
     or condition had not been contained therein.

17.  SETOFF.  Lender is hereby authorized at any time and from time to time
     without prior notice to the Borrower to exercise rights of setoff or
     recoupment and apply any and all amounts held, or hereafter held, by
     Lender or owed to the Borrower or for the credit or account of the
     Borrower against any and all ob the obligations of the Borrower now or
     hereafter existing hereunder.  Lender agrees to notify the Borrower
     promptly after any such setoff or recoupment and the application
     thereof, provided that the failure to give such notice shall not
     affect the validity of such setoff, recoupment or application.  The
     rights of Lender under this section are in addition to any other
     rights and remedies (including other rights of setoff or recoupment)
     which Lender may have.

18.  ADDITIONAL TERMS AND CONDITIONS.  Additional terms and conditions set
     forth herein or attached hereto as Exhibit A are an integral part of
     this Agreement.

19.  INTEGRATION.  This Agreement and the matters incorporated by reference
     contain the entire agreement of the parties hereto with respect to the
     matters covered and the transactions contemplated hereby, and no other
     agreement, statement or promise made by any party hereto, or by any
     employee, officer, agent or attorney of any party hereto, which is not
     contained herein, shall be valid and binding.  No amendment or waiver

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     to this Agreement shall be valid and binding except if in writing and
     signed by both parties.

20.  HEADINGS.  The headings and sub-headings contains in this Agreement
     are intended to be used for convenience only and do not constitute
     part of this Agreement.

21.  SECURITY.  All Advances hereunder shall be secured by a security
     interest in certain of Borrower's properties pursuant to a Mortgage
     and Security Agreement by and between Borrower and RTFC entered into
     as of June 24, 1997, which has been filed along with UCC-1 financing
     statements in all such locations necessary to provide RTFC with a
     first priority, perfected lien on all of Borrower's Mortgaged Property
     (as defined in the Mortgage).  This Agreement shall be deemed an
     Additional Note, as such term is defined under the Mortgage.  Such
     Mortgage and Security Agreement and UCC-1 financing statements shall
     continually exist until at least the later of (i) all Advances and
     fees hereunder having been repaid or (ii) the Maturity Date.  Borrower
     agrees that, with respect to the Collateral which is subject to
     Article 9 of the Uniform Commercial Code,  the Lender shall have, but
     not be limited to, all the rights and remedies of a secured party
     under the Uniform Commercial Code.

22.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND BE CONSTRUED
     IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

23.  SPECIAL CONDITIONS.  None.

     IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement under seal as of the date first above written.

                         DAKOTA TELECOMMUNICATIONS GROUP, INC.


                         By: /S/JAMES H. JIBBEN                            

                         Title: CHAIRMAN                                   

(SEAL)

Attest:   /S/TIM DUPIC                    
                Secretary

                         DAKOTA TELECOM, INC.

                         By: /S/JEFFREY J. GOEMAN                          

                         Title: CHAIRMAN                                   

(SEAL)
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Attest:   /S/TIM DUPIC                    
                Secretary




                         RURAL TELEPHONE FINANCE COOPERATIVE

                         By: /S/KENNETH C. FRIED                           

                         Title: CHAIRMAN                                   

(SEAL)

Attest:   /S/ROBIN C. RUE                    
         Assistant Secretary-Treasurer
































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