<PAGE>   1
                                                                    EXHIBIT 10.1


                                                    Mn/DOT Agreement No.  73526 


                                   AGREEMENT

  THIS AGREEMENT is made and entered into by the State of Minnesota acting
through its Commissioner of the Department of Transportation ("Mn/DOT" or
"State") and Minnesota Logos, Inc. (a wholly owned subsidiary of Interstate
Logos, Inc. which is located at 5551 Corporate Blvd., P.O. Box 66338, Baton
Rouge, Louisiana  70896) and Global Speciality Contractors, Inc., 201 West
Travelers Trail, Burnsville, Minnesota 55337, doing business as the partnership
Minnesota Logos,  which is located at 201 West Travelers Trail, Suite 230,
Burnsville, Minnesota 55337 ("Minnesota").

  WHEREAS, pursuant to Minnesota Statutes Section 160.80, Subd. 2 (1994),
Mn/DOT requested proposals from private commercial enterprises for the
expansion, management and operation of the Logo Sign Franchise Program
("Franchise Program" or "Program") to provide logo signs on the right of way of
Minnesota interstate highways and portions of selected divided trunk highways,
and

  WHEREAS, Mn/DOT has selected Minnesota Logos to manage and operate the
Franchise Program in Minnesota.

  NOW THEREFORE, THE PARTIES AGREE TO THE FOLLOWING:

GRANT OF FRANCHISE

1.     Mn/DOT grants to Minnesota Logos and exclusive franchise to manage and
       operate the Franchise Program on the Minnesota trunk highways shown in
       Exhibit 1, which is attached hereto and incorporated herein and such
       grant is made pursuant to the terms and conditions set forth herein.
       Minnesota Logos agrees to perform the duties and responsibilities set
       forth and specified in this agreement and to comply with all of the
       terms and conditions herein.  Exhibits 2-5 are attached to this
       agreement and incorporated herein.

2.     The term of this agreement shall commence upon execution and approval by
       the parties and appropriate State of Minnesota officials and shall
       remain in effect until December 31, 2005, unless terminated earlier
       pursuant to the terms of this agreement.

3.     The term of the exclusive franchise granted hereunder shall commence on
       August 1, 1995, and will expire December 31, 2005, unless terminated
       earlier pursuant to the terms of this agreement.

4.     Mn/DOT's authorized agent for the purposes of the administration of this
       agreement is Janet G. Ekern, Office of Maintenance, 395 John Ireland
       Boulevard, MS 700, St. Paul, Minnesota, 55155, or her successor.  Mn/DOT
       shall notify Minnesota Logos of any replacement of Mn/DOT's authorized
       agent.

5.     Minnesota Logos' managing partner and authorized agent for the purposes
       of the administration of this agreement is Everett Stewart, P.O. Box
       66338, 5551 Corporate Blvd., Suite 2A (70808), Baton Rouge, Louisiana
       70896, or his successor.  Minnesota





                                       1
<PAGE>   2
                                                    Mn/DOT Agreement No.  73526 

       Logos shall notify Mn/DOT of any replacement of Minnesota Logos'
       managing partner and authorized agent.

CONTRACT TERMS AND CONDITIONS

1.0    DEFINITIONS

       The following terms used throughout this agreement shall have the
       definitions as hereinafter stated:

       Business - a commercial establishment that provides a motorist service
       of GAS, FOOD, LODGING or CAMPING.

       Business Panel - A separately attached sign panel to show the brand,
       symbol, trademark, name or combination of these, for a motorist service
       available on a crossroad at or near an interchange.

       Commissioner - Commissioner of Transportation

       Crossroad - a marked route or other public road intersecting an eligible
       freeway or divided trunk highway to which access is provided at an
       interchange.

       Exit Ramp - a connecting roadway between two intersecting roads that are
       grade separated.

       Exit Ramp Logo Sign - a logo sign along an exit ramp.

       Franchise Program or Program - Minnesota's Logo Sign Franchise Program.

       Interchange - a grade separated intersection with ramps to provide
       movement between roadways.

       Logo Sign - a logo sign consists of a logo sign panel and sign supports
       which is located on the mainline or ramp (for Type A signs this includes
       the footings).  It does NOT include the business panels which attach to
       the logo sign panel.

       Logo Sign Panel - a rectangular sign panel consisting of the words GAS,
       FOOD, LODGING or CAMPING and directional information.

       Minnesota Logos - the Franchise Program contractor consisting of
       Minnesota Logos, Inc., and Global Speciality Contractors, Inc., OR
       either of them.

       Mn/DOT - Minnesota Department of Transportation

       Motorist Service - GAS, FOOD, LODGING or CAMPING.





                                       2
<PAGE>   3
                                                    Mn/DOT Agreement No.  73526 


       Rural - all Minnesota counties except the seven-county Minneapolis/St.
       Paul metropolitan area. (See urban).

       Seasonal Business - a gas, food, lodging or camping facility that is
       open for business up to seven (7) months per year.

       State - State of Minnesota

       Urban - the Minneapolis/St. Paul metropolitan area, which includes the
       counties of Anoka, Carver, Dakota, Hennepin, Ramsey, Scott and
       Washington.

2.0    RESPONSIBILITIES OF THE PARTIES

       2.01   SCOPE OF THE FRANCHISE PROGRAM

              The scope of the Franchise Program shall be to continue its
              expansion and maintenance.  In carrying out the scope of the
              Franchise Program, Minnesota Logos shall furnish, install and
              maintain all logo signs relating to gas, food, lodging and
              camping; market all eligible spaces for business panels to be
              installed on mainline and exit ramp logo signs; and install and
              maintain all marketed business panels on eligible routes.  The
              parties shall perform the following responsibilities and duties
              during the term of this agreement for the purpose of implementing
              the scope of the Franchise Program.

       2.02   BUY-OUT

              Minnesota Logos shall buy from Minnesota Logo Sign Group, which
              is located in St. Cloud, Minnesota, all in place logo signs
              regardless of location, including any logo signs on which no
              business panels are displayed.  Minnesota Logos' buyout of
              existing logo signs from Minnesota Logo Sign Group shall be
              completed to the satisfaction of Mn/DOT prior to August 1, 1995.
              Minnesota Logos shall notify Mn/DOT by July 1, 1995, whether or
              not Minnesota Logos shall be able to reach an agreement with
              Minnesota Logo Sign Group by August 1, 1995.  The buy-out formula
              for purchase of those logo signs shall be:

              P = (N/12 x O)
              P = Total buy-out price
              N = Remaining years of unamortized sign costs
              O = Cost of structures, including all costs from January 1, 1986
              through July 31, 1995, found in the following Minnesota Logo Sign
              Group's general ledger accounts:

                     Account 150 - Background Panel Purchases
                     Account 950 - Commission Expense
                     Account 970 - Repair and Maintenance
                     Account 972 - Logo Installs and Removals





                                       3
<PAGE>   4
                                                    Mn/DOT Agreement No.  73526 

              Structure costs will be amortized over a 12 year period on a sign
              by sign basis.

              Minnesota Logos may negotiate to buy any or all marketing assets
              from Minnesota Logo Sign Group as Minnesota Logos sees fit, but
              it shall not be required to do so as a condition of this
              agreement.

              If Mn/DOT eliminates the rural non-interstate highways from the
              program, Mn/DOT will buy from Minnesota Logos the logo signs on
              the affected rural non-interstate highways at the formula
              specified above.

              If, at the expiration or termination of this agreement, the sign
              franchise is awarded to one or more third parties for
              continuation of the Franchise Program, Minnesota Logos shall sell
              to the subsequent franchisee(s) its logo signs on terms agreeable
              to both parties.  In the event that Minnesota Logos and any third
              party successor cannot reach an agreement with respect to the
              value of the logo signs within 30 days from the date of the
              execution and approval of the next subsequent franchise
              agreement, Minnesota Logos shall notify Mn/DOT and Mn/DOT shall
              make a final determination as to the amount which shall be paid
              for the logo signs.  Minnesota Logos shall submit to Mn/DOT all
              financial and other records necessary to calculate the value of
              the logo signs in accordance with the following formula:

                     P = (N/12 X 0)

                     P = Total buy-out price

                     N = Remaining years of unamortized costs (12 year
                         amortization period)

                     0 = Cost of structures

              The cost of structures will be the costs reflected in the
              depreciation schedule of Minnesota Logos which costs must be
              verifiable and acceptable to Mn/DOT for those signs in the
              Franchise Program.  Mn/DOT's determination of the cost of the
              logo signs shall be final and binding on both Minnesota Logos and
              any subsequent franchise and any appeal shall be limited as if
              from the decision of an arbitrator.  Under no circumstances shall
              Mn/DOT be responsible to compensate Minnesota Logos for such
              rights or property whether or not they are sold to another party.

              Mn/DOT is under no obligation to either continue the sign
              Franchise Program beyond the term of this agreement or to
              continue the Program in the same manner as it is currently
              operated.  In the event that the logo sign program is
              discontinued or if the logo signs are not incorporated into the
              subsequent Franchise Program, Minnesota Logos shall remove all
              logo signs and posts and restore the various sites to their
              original condition or to a condition satisfactory to Mn/DOT.
              Such removal and restoration shall be completed with 30 days from
              the expiration or termination of this agreement unless a longer
              period of time is permitted by Mn/DOT.





                                       4
<PAGE>   5
                                                    Mn/DOT Agreement No.  73526 

              Minnesota Logos may sell to any third party successor in the sign
              franchise program its marketing assets and existing business
              leases but neither Mn/DOT nor any subsequent franchisee shall be
              responsible to acquire such assets or leases.

       2.03   EXCLUSIVE FRANCHISE

              Subject to the terms and conditions set forth herein, Mn/DOT
              grants to Minnesota Logos the exclusive right to construct,
              maintain, and operate the Franchise Program from August 1, 1995,
              to December 31, 2005, or other such date as may be allowed under
              the terms of this agreement.  Minnesota Logos shall construct,
              install and maintain logo signs at eligible locations (as
              specified in Exhibit 1) even if there is only one eligible
              business advertiser requesting a business panel.

       2.04   LAWS AND REGULATIONS

              In fulfilling the duties and responsibilities in this agreement,
              the parties shall be governed by and comply with all applicable
              federal and state laws and regulations as specified in paragraph
              11.0.

       2.05   MINNESOTA OFFICE

              Minnesota Logos shall maintain an office in the State of
              Minnesota and at least one full time employee at this office
              shall have the authority and capability to negotiate and
              administer business leases and maintain the Program.  Minnesota
              Logos shall  maintain a toll-free (800) telephone number at this
              office.  When the office is closed, a recorded message shall be
              used to inform callers of office hours and other information.

       2.06   RESPONSIBLE EMPLOYEES

              Minnesota Logos shall employ individuals and hire subcontractor
              who are capable,  responsible and experienced in the work being
              performed.  Mn/DOT may, at its discretion, require Minnesota
              Logos to remove from the Program any employee who endangers
              persons or property, or whose continued employment pursuant to
              this agreement is inconsistent with the purpose of the Franchise
              Program.

       2.07   INTERCHANGE ELIGIBILITY

              Prior to marketing a particular interchange, Minnesota Logos
              shall make a preliminary determination of the eligibility of that
              interchange and submit site plans of proposed logo sign locations
              to Mn/DOT's State Traffic Engineer for approval.

       2.08   PERMIT

              Prior to start of construction of any logo signs at a specific
              interchange, Minnesota Logos shall apply to the appropriate
              Mn/DOT district or division office for a





                                       5
<PAGE>   6
                                                    Mn/DOT Agreement No.  73526 

              permit.  Every time a permit is desired by Minnesota Logos after
              the initial written permit approval, verbal approval from the
              District Maintenance Engineer or his/her representative shall
              suffice.  Notwithstanding any language to the contrary in the
              permit, the permit shall expire at the termination of the
              franchise agreement.

       2.09   TRAFFIC CONTROL

              Traffic control shall be consistent with the provisions of Part
              VI of the current edition of the Minnesota Manual on Uniform
              Traffic Control Devices (MN MUTCD), as specified in Exhibit 2.

       2.10   COPIES OF AS BUILT PANELS

              Within ninety (90) days after the installation of a logo sign
              panel or panels at an interchange, Minnesota Logos shall submit
              to Mn/DOT's State Traffic Engineer two copies of the as built
              panels at that interchange.  The copies shall identify the logo
              sign supports as Type A or Type D.

       2.11   REPORTS

              Once a year, no later than the 15th day of January, Minnesota
              Logos shall provide a detailed printout of all logo sign field
              inventories to Mn/DOT's authorized agent.  On a quarterly basis,
              no later than the 15th day of April, July, October and January,
              Minnesota Logos shall provide a quarterly update that includes
              changes that have accumulated since the previous report.
              Minnesota Logos shall also submit such other reports as Mn/DOT
              may reasonably require from time to time.

       2.12   ANNUAL COMPLIANCE CHECK

              On or before January 15 of each agreement year, Minnesota Logos
              shall certify in writing to Mn/DOT's authorized agent that all
              participating businesses meet the minimum criteria to qualify for
              the Franchise Program.

       2.13   BUSINESS LEASE RATES

              Advertising rates to businesses for the display of business
              panels shall be $45 per month per mainline logo sign and $10 per
              month per exit ramp logo sign.  The rates shall be set forth in
              writing by Minnesota Logos, and made available to the public.
              Costs for the business panel may not be included in such charges
              but may be charged for separately by Minnesota Logos, OR the
              business panel may be supplied by the business.  Minnesota Logos
              shall not increase the rates for the duration of the franchise
              (August 1, 1995, through December 31, 2005).

       2.14   SEASONAL BUSINESSES

              Minnesota Logos may charge seasonal businesses only for the
              months such





                                       6
<PAGE>   7
                                                    Mn/DOT Agreement No.  73526 

              businesses are actually open, except that Minnesota Logos may
              require seasonal businesses to pay advertising charges for a
              minimum of five (5) months per year.  Advertising fees for
              portions of months shall be prorated.  Minnesota Logos shall
              remove, cover or identify with a "CLOSED" plaque, the business
              panel whenever a seasonal business is closed, and it may charge
              the business a reasonable fee thereof.

       2.15   LENGTH OF BUSINESS LEASE

              The length of a business lease shall be at least one year and not
              more than three years.  Leases may be renewed automatically, but
              Minnesota Logos must notify the business at least sixty (60) days
              prior to expiration.  The business must be allowed to renew or
              cancel its lease up to its anniversary date.  The business lease
              shall include all relevant bumping and termination language.  The
              standard lease language shall be subject to Mn/DOT approval.
              Each business lease shall include a provision to the effect that
              when the agreement between Minnesota Logos and Mn/DOT expires or
              is terminated, all business leases shall expire.  When this
              agreement expires or is terminated, Minnesota Logos shall refund
              to the business advertisers the balance of any prepaid leases.

       2.16   PAYMENT TO MN/DOT

              On or before January 15, 1996, and continuing on or before
              January 15 of each subsequent agreement year, Minnesota Logos
              shall pay to Mn/DOT an annual administrative fee of $50,000,
              payable to the Commissioner of Transportation.  The
              administrative fee will reimburse Mn/DOT in whole or in part for
              agreement administration, permit administration and traffic
              engineering review.

       2.17   INTERFERENCE DUE TO HIGHWAY CONSTRUCTION

              Minnesota Logos shall advise all business lease holders that
              highway construction may interfere with the location and/or
              visibility of logo signs.

       2.18   INTERFERENCE DUE TO OTHER ACTIVITIES

              Minnesota Logos shall advise all business lease holders that some
              activities or circumstances may require the removal or relocation
              of logo signs.  Such activities include, but or not limited to,
              1) additional interchange(s) are constructed; 2) new  major
              traffic generators become eligible for signing; or 3) new
              regulatory, warning or guide signs are required to be installed.
              Mn/DOT reserves the right to remove or relocate logo signs, and
              it shall not be liable for claims for costs associated with such
              removal or relocation.  Minnesota Logos shall refund to the
              business advertisers the balance of any unearned, prepaid leases.

3.0    ELIGIBILITY CRITERIA FOR BUSINESS PANELS





                                       7
<PAGE>   8
                                                    Mn/DOT Agreement No.  73526 

       To be eligible for a business panel on a logo sign panel, a business
       establishment must be open for business; have a sign on site which both
       identifies the business and is visible to motorists; and meet the
       following criteria:

       a)     "Gas Facilities" shall include:
              1)     Vehicle services including fuel and oil;
              2)     Restroom facilities and drinking water;
              3)     Continuous, staffed operation at least 12 hours a day, 7
                     days a week;
              4)     Public access to a telephone.

       b)     "Food Facilities" shall include:
              1)     Provisions for serving food;
              2)     State or local licensing or approval, where required;
              3)     Continuous, staffed operation at least 10 hours a day, 7
                     days a week;
              4)     Public access to a telephone.

       c)     "Lodging Facilities" shall include:
              1)     Adequate sleeping accommodations;
              2)     Public access to a telephone;
              3)     State or local licensing or approval, where required.

       d)     "Camping Facilities" shall include:
              1)     Provisions for camping;
              2)     Adequate parking accommodations;
              3)     Sanitary facilities and drinking water; and
              4)     State or local licensing or approval, where required.

4.0    STANDARDS FOR LOGO SIGNS AND SIGN DESIGN

       Standards for logo signs shall comply with the provisions specified in
       Exhibit 3.  Sign design shall comply with the provisions specified in
       Exhibit 4.  Exceptions shall be submitted to Mn/DOT by Minnesota Logos
       for evaluation and approval on a case by case basis prior to marketing.

5.0    MAINTENANCE OF SIGNS

       5.01   MAINTENANCE

              Minnesota Logos shall be responsible for regular sign clean-up,
              including removal of graffiti, cleaning of the panels, supply of
              replacement parts and all general maintenance of the sign panels.
              Minnesota Logos shall inspect panels and sign supports at
              reasonable intervals for any damaged or broken parts and, at its
              own expense, shall repair or replace damaged or broken parts
              within a period not to exceed seven (7) days after it becomes
              aware of the damage or breakage.  If the damaged or broken parts
              create a hazardous situation, Minnesota Logos shall correct the
              situation without undue delay.  Mn/DOT reserves the right to take
        




                                       8
<PAGE>   9
                                                    Mn/DOT Agreement No.  73526 

              corrective action as it deems necessary, and Minnesota Logos
              shall be responsible for reimbursing Mn/DOT for such action.
        
       5.02   REPLACEMENT AND REFURBISHMENT OF LOGO SIGNS

              Minnesota Logos shall replace or refurbish all logo sign panels,
              including those purchased from Minnesota Logo Sign Group, on a
              twelve (12) year cycle as specified in Exhibit 5.
        
6.0    CRITERIA FOR LOGO SIGNS

       Criteria for logo signs shall comply with the provisions of the MN
       MUTCD, Part II-G (Exhibit 2), except as modified and supplemented as
       follows:

       6.01   SIGN LIGHTING

              Electrical devices specifically designed to illuminate logo sign
              panels shall not be permitted.

       6.02   DISTANCE TO SERVICES - RURAL

              The maximum distance that an eligible rural service can be
              located from the main traveled roadway to qualify for a business
              panel shall not exceed three (3) miles in either direction,
              except that within the 3-mile limit, services of the type being
              considered are not available, the limit of eligibility may be
              extended in 3-mile increments until one (1) or more services of
              the type being considered are reached.  The maximum distance that
              eligible services can be located from the main traveled way to
              qualify for a business panel shall not exceed fifteen (15) miles
              in either direction.

       6.03   DISTANCE TO SERVICES - URBAN

              The maximum distance that an eligible urban service can be
              located from the main traveled roadway to qualify for a business
              panel is as follows:

                     GAS - one mile
                     FOOD - two miles
                     LODGING - three miles
                     CAMPING - ten miles

       6.04   MEASURING DISTANCE TO SERVICES

              The distance to a qualified business, rural or urban, shall be
              measured by vehicle distance via the most direct route available
              from the center point of an interchange (the point where the
              center of the freeway or expressway intersects the center of the
              crossroad) to the nearest edge of the driveway of the business.
              The





                                       9
<PAGE>   10
                                                    Mn/DOT Agreement No.  73526 

              measurement shall be based on government right-of-way maps or
              plans as to the location of a terminus, all center points, and
              driveway location of a particular business.

       6.05   TRAVEL DISTANCE

              The travel distance to a business (to be displayed in one (1)
              mile increments on logo sign panels at exit ramps) shall be
              measured by vehicle distance via the most direct route available
              from the center point of the terminus of the exit ramp to the
              nearest edge of the driveway of the business.  The measurement of
              travel distance shall be based on government right-of-way maps or
              plans as to the location of a terminus, all center points, and
              driveway location of a particular business.

       6.06   SERVICE PRIORITIES AND NUMBER OF SIGNS

              Service priorities shall be displayed in the following order:
              gas, food, lodging and camping.  When allowed according to
              Exhibit 3, the number of logo signs permitted shall be limited to
              one for any one type of service along an approach to an
              interchange, up to a maximum of four (4) logo signs at any
              eligible approach as shown in Exhibit 2.  However, when the
              number of signs are limited at any given approach, up to three
              types of services may be displayed on a logo sign panel according
              to these guidelines:

                     If two types of service exist at an interchange, and only
                     one logo sign can be erected, the sign shall provide space
                     for three business panels for each type of service.  If
                     three types of service exist at an interchange, and only
                     one logo sign can be erected, the sign shall provide space
                     for two business panels for each type of service.  If four
                     types of service exist at an interchange, and only one
                     logo sign can be erected, the sign shall provide space for
                     two business panels for each of the following three types
                     of service--gas, food, lodging.

              At those interchanges where two logo signs are to be erected on
              one approach to an eligible interchange, and only two types of
              services have a total of at least twelve qualifying businesses
              (one service with less than six and another service with more
              than six), the following shall apply:

                            For the service that has more than six eligible
                            businesses qualifying, the six closest eligible
                            businesses shall be displayed on one logo sign
                            panel.  The second logo sign panel shall display
                            all of the qualifying businesses of the second type
                            of service (less than 6), plus the remaining
                            qualifying businesses not displayed on the first
                            logo sign panel until the panel is filled with the
                            maximum number of business panels (6).

              Businesses of one type of service may bump displayed businesses
              of another type of service only according to Mn/DOT criteria.
              Businesses will be bumped from the





                                       10
<PAGE>   11
                                                    Mn/DOT Agreement No.  73526 

              Program according to procedures specified in paragraph 6.08.  The
              combination of services and number of business panels for each
              type of service are subject to Mn/DOT approval.  Exceptions shall
              be approved by Mn/DOT's State Traffic Engineer on a case by case
              basis.

       6.07   BUSINESS SIGNING PRIORITY

              Where there are more eligible businesses than the number of
              business panels permitted on a logo sign panel, consistent with
              the provisions of paragraph 6.0, businesses closer to an
              interchange shall be given priority over businesses further from
              that interchange.  Services may be mixed on logo sign panels
              consistent with the provisions of paragraph 6.06.

       6.08   BUMPING - BUSINESS PANELS

              The purpose of the Program is to provide advertising services to
              the motoring public on the basis of a business's relative
              proximity to an interchange.  Therefore, the closest six
              applicants for gas, food, lodging and camping that meet the
              current criteria at the time of the initial application will have
              the highest priority and will be permitted to participate in the
              Program.  If a qualified business of the same type of service
              which is closer in distance applies for a business panel and the
              maximum number of businesses have already been displayed at a
              particular interchange, the business which is farthest from the
              interchange will be bumped from the Program one (1) year from the
              date of written notification of the intent to bump, or upon
              expiration of its business lease, whichever occurs first.  This
              provision shall be stated in the lease.

       6.09   REMOVAL - LOGO SIGNS

              Logo Signs may be removed from the Program if the requirements
              specified in Exhibit 3 cannot be met to accommodate any of the
              following: 1) additional interchange(s) are constructed; 2) new
              major traffic generators become eligible for signing; and/or 3)
              new regulatory, warning or guide signs are required to be
              installed.  Minnesota logos shall refund to the business
              advertisers the balance of any unearned, prepaid leases.  This
              provision shall be stated in the business lease.

       6.10   BUSINESSES THAT ARE SUBSTANTIALLY ELIGIBLE

              Subject to approval by Mn/DOT, businesses that are substantially
              eligible for the Program under paragraph 3.0 may participate in
              the Program consistent with paragraphs 6.06 and 6.07.  However,
              such businesses are subject to bumping.  At such time that a
              similar type eligible business enters in the Program and the sign
              panel(s) are completely filled, the further substantially
              eligible business shall be bumped from the program one (1) year
              from the date of written notification of the intent to bump, or
              upon expiration of its business lease, whichever occurs first.
              Minnesota logos shall confer with and receive approval from
              Mn/DOT's authorized





                                       11
<PAGE>   12
                                                    Mn/DOT Agreement No.  73526 

              agent prior to including substantially eligible businesses in the
              program.

       6.11   TRAILBLAZING SIGNS

              If a business neither abuts the crossroad nor has direct access
              to the crossroad, that business shall not be allowed to
              participate in the Program until all necessary directional signs
              have been installed.  Minnesota Logos shall seek approvals and
              coordinate the installation of trailblazing signs with all
              appropriate road authorities.  All costs for fabrication and
              installation of trailblazing signs shall be the responsibility of
              the business advertiser.

7.0    TERMINATION

       7.01   DEFAULT

              Mn/DOT may terminate this agreement for default or breach of
              contract.  An act of default or breach of contract includes, but
              is not limited to, the following:

              1)     Minnesota Logos fails to perform any material obligation
                     required under this agreement; OR

              2)     Minnesota Logos dissolves, becomes insolvent or is
                     declared bankrupt; OR

              3)     Minnesota Logos misrepresents the program to business
                     advertisers.

              After an act of default or breach of contract, Mn/DOT will
              provide written notice to Minnesota Logos.  Minnesota Logos shall
              have ten (10) business days after such written notice to rectify
              or correct an act of default or breach of contract.  If Minnesota
              Logos fails to satisfactorily rectify or correct its default or
              breach of contract within ten (10) business days after such
              notice, Mn/DOT may by written notice terminate the agreement
              immediately or at such time as Mn/DOT shall determine.

              A notice shall be considered duly served when it is delivered
              either at Minnesota Logos' Minnesota business office or by
              certified or registered mail to Minnesota Logos' last known
              business address.

              7.02   EXCEPTIONS TO DEFAULT

              Minnesota Logos shall not be in default or breach of contract if
              it is delayed in or prevented from performing the terms and
              conditions of the agreement or from remedying the default or
              breach of contract because of the following:

              a)     strike or other labor disputes; OR

              b)     any order, directive, or other interference by municipal,
                     state, federal or





                                       12
<PAGE>   13
                                                    Mn/DOT Agreement No.  73526 

                     other governmental official or agency materially affecting
                     the performance of Minnesota Logos under the agreement; OR

              c)     any other cause beyond the control of Minnesota Logos,
                     provided, however, that if and when the occurrence or
                     condition which delayed or prevented the remedying of such
                     default shall cease or be removed, it shall be the
                     obligation of Minnesota Logos, without further delay, to
                     commence the correction of such default or to continue the
                     correction thereof.

       The delay or failure of Mn/DOT at any time to insist upon a strict
       performance of any of the terms and conditions and covenants of this
       agreement shall not be deemed a waiver of that breach or any subsequent
       breach or default in the terms, conditions and covenants of the
       agreement.

8.0    OWNERSHIP OF THE FRANCHISE PROGRAM AT TERMINATION

       8.01   OWNERSHIP AT TERMINATION

              If Mn/DOT terminates the agreement with Minnesota Logos under
              paragraph 7.01, ownership of the franchise rights and any rights
              in the logo signs constructed at the various interchanges shall
              pass to Mn/DOT at the effective date of termination, and
              Minnesota Logos shall not be entitled to any compensation from
              Mn/DOT.

       8.02   BUSINESS PANELS AT TERMINATION

              Minnesota Logos shall include in all of its business leases with
              its advertisers a provision to the effect that in case of
              termination of Minnesota Logos' agreement with Mn/DOT, the
              unexpired portions of such leases shall be canceled and Minnesota
              Logos shall refund to the business advertisers any unearned,
              prepaid charges.

              When the program expires or is terminated, Minnesota Logos,
              before or on the date  of expiration or termination, shall either
              remove and return the business panels to the respective
              businesses, OR the business panels are to remain attached to the
              logo sign panels and become the responsibility of the franchise
              successor or Mn/DOT.  Minnesota Logos shall refund to the
              business advertisers the balance of any prepaid leases.

       8.03   NO FINANCIAL GUARANTEE

              Mn/DOT does not guarantee that Minnesota Logos will make a
              profit, nor shall Mn/DOT be responsible for any financial
              obligations of Minnesota Logos.

9.0    ASSIGNMENT

       Minnesota Logos shall not sell, transfer, assign or otherwise dispose of
       this franchise





                                       13
<PAGE>   14
                                                    Mn/DOT Agreement No.  73526 

       agreement or any portion thereof, or of its right, title or interest
       therein, or of any of its assets without the prior written consent of
       Mn/DOT.  Any such attempted disposition by Minnesota Logos without
       Mn/DOT's consent shall be an act of default, and Mn/DOT may terminate
       the franchise agreement pursuant to the terms of paragraph 7.01.

       Minnesota Logos may assign a security interest in rents from its
       business leases to its lender.  Mn/DOT consents to an assignment and
       security interest in the rents from the business leases on the condition
       that the assignment and security interest given the lender shall be
       subject to this agreement and subordinate to any contractual rights of
       Mn/DOT or the advertisers.  No security interest may be given the lender
       in any signs and appurtenances placed on Mn/DOT right-of-way.

10.0   BOOKS AND RECORDS

       Pursuant to Minnesota Statutes Section 16B.06, Subd. 4 (1994), the
       books, records, documents and accounting procedures and practices of
       Minnesota Logos relevant to this contract shall be subject to
       examination by Mn/DOT, the State of Minnesota auditor or the legislative
       auditor.

11.0   LAWS AND REGULATIONS

       11.01  NONDISCRIMINATION

              Any and all services or goods furnished by Minnesota Logos and
              its suppliers and subcontractors shall be provided pursuant to
              all state and federal laws and regulations, including all
              applicable provisions of Minnesota Logos Statutes Chapter 363
              (1994), the "Minnesota Human Rights Act".  Minnesota Logos agrees
              that it will comply with the Americans with Disabilities Act of
              1990 and all rules and regulations thereunder.

       11.02  JURISDICTION

              This agreement shall be governed by the laws of the State of
              Minnesota.

       11.03  FEDERAL AND STATE LAWS

              Minnesota Logos shall comply with all other applicable federal
              and state laws and rules relative to the construction and
              operation of the Program.

       11.04  DATA PRACTICES ACT

              To the extent that Minnesota Logos takes possession of, or has
              access to, the private, nonpublic, protected nonpublic, or
              confidential data of Mn/DOT, Minnesota Logos agrees to comply
              with the requirements of Minnesota Statutes Chapter 13 (1994),
              the "Data Practices Act".  Minnesota Logos agrees to indemnify,
              save, and hold harmless Mn/DOT, its agents and employees, from
              all





                                       14
<PAGE>   15
                                                    Mn/DOT Agreement No.  73526 

              claims arising out of, resulting from, or in any manner
              attributable to Minnesota Logos' violation of any provision of
              the Data Practices Act.  In the event that Minnesota Logos
              subcontracts any or all the work to be performed under this
              agreement, Minnesota Logos shall retain responsibility under the
              terms of this paragraph for such work.

       11.05  TARGETED GROUP BUSINESSES

              Minnesota Logos agrees to comply with Minnesota Statutes Section
              16B.19 (1994) to ensure that Targeted Group Businesses have the
              maximum opportunity to participate in the performance of
              contracts and subcontracts.

       11.06  SUBCONTRACTORS

              Minnesota Logos agrees that any and all subcontractors and
              suppliers of goods and services shall be required to comply with
              the applicable laws, regulations and agreement terms as herein
              required of Minnesota Logos.

12.0   INDEMNITY AND INSURANCE

       12.01  HOLD HARMLESS

              Minnesota Logos agrees to indemnify, save and hold harmless
              Mn/DOT and the State and all of its agents and employees from any
              and all claims, demands, action or causes of action of whatsoever
              nature or character arising out of or by reason of Minnesota
              Logos' obligations and responsibilities under the franchise
              agreement.

              Minnesota Logos further agrees to defend at its sole cost and
              expense any action or proceeding commenced for the purpose of
              asserting any claim of whatsoever character arising as a result
              of Minnesota Logos' construction, operation and/or maintenance of
              the various logo sign panels, whether or not such action or claim
              alleges negligence of Mn/DOT or the State, its agents or
              employees in supervision or approval of Minnesota Logos'
              activities, or failure to discover and/or prevent Minnesota
              Logos' negligence.

       12.02  MINNESOTA LOGOS' RESPONSIBILITIES FOR EMPLOYEES

              Any and all employees of Minnesota Logos and all other persons
              employed by Minnesota Logos in the construction, operation and/or
              maintenance of the Franchise Program or in the performance of any
              of its duties and responsibilities under this agreement shall not
              be considered employees of Mn/DOT, and that any and all claims
              that may or might arise under the Worker's Compensation Act of
              the State of Minnesota on behalf of said employees while so
              engaged and any and all claims made by any third party as a
              consequence of any act or admission on the part of Minnesota
              Logos' employees while so engaged in the construction, operation
              and/or maintenance of the program shall in no way be the
              obligation or





                                       15
<PAGE>   16
                                                    Mn/DOT Agreement No.  73526 

              responsibility of Mn/DOT or the State.

       12.03  MN/DOT'S RESPONSIBILITIES FOR EMPLOYEES

              Any and all employees of Mn/DOT and all other persons employed by
              Mn/DOT in the performance of Mn/DOT's responsibilities under this
              agreement shall not be considered employees of Minnesota Logos,
              and that any and all claims, that may or might arise under the
              Workers' Compensation Act of the State of Minnesota on behalf of
              said Mn/DOT employees while so engaged and acting within the
              scope of their employment shall in no way be the obligation or
              responsibility of Minnesota Logos.

       12.04  INSURANCE

              Minnesota Logos, at its own expense, shall carry and keep in
              force during the full term of this agreement a policy or policies
              of insurance in the amounts and types as follows:

                     a)     Commercial general liability insurance including
                            contractual liability in an amount not less than $1
                            million for injury to or death of any one person
                            per occurrence and an annual aggregate of not less
                            than $2 million.

                     b)     Worker's compensation insurance in a form and
                            amount as required by state law.

              The policy or policies shall cover the construction, operation
              and maintenance of the Program.  Minnesota Logos shall furnish
              Mn/DOT's authorized agent with certificates of insurance as
              evidence of coverage and shall not modify or cancel such coverage
              without proper written notice to Mn/DOT.  Failure of the firm to
              procure and maintain the insurance as set forth above shall be
              considered a default and cause for termination under paragraph
              7.01.  Further, at least fifteen (15) days prior to the date or
              dates of expiring policies, certified copies of renewal, or new
              policies, or other acceptable evidence of insurance shall be
              deposited with Mn/DOT.

13.0   SURETY BOND

       Minnesota Logos shall obtain initial payment and performance bonds each
       in the amount of $1 million for the remaining months of calendar year
       1995 to ensure that it will meet the duties and obligations of this
       agreement.  Thereafter, Minnesota Logos shall obtain annual payment and
       performance bonds in the amounts specified for the following calendar
       years:

                     1996   -        $1,000,000
                     1997   -           900,000
                     1998   -           800,000
                     1999   -           700,000





                                       16
<PAGE>   17
                                                    Mn/DOT Agreement No.  73526 

                     2000   -           600,000
                     2001-2005 -        500,000

       The bonds shall cover all actions required of Minnesota Logos to satisfy
       the terms of this agreement and to guarantee payment of its obligations
       in connection herein.  The bond shall be conditioned upon the faithful
       completion of this agreement and the payment of all indebtedness
       incurred for all labor, materials and supplies.  Minnesota Logos shall
       furnish Mn/DOT with evidence of the initial and any subsequent bonds and
       shall not modify or cancel such bonds without Mn/DOT approval.

       The payment and performance bonds shall be issued for an initial term
       ending December 31, 1995, and subject to annual renewal thereafter at
       the option of the surety.  If the surety elects not to renew the bonds
       at the end of the initial term or any subsequent term, the surety
       company shall provide Mn/DOT and Minnesota Logos with at least sixty
       (60) days written notice of its decision not to renew the bonds, and
       Minnesota Logos shall provide substitute payment and performance bonds
       meeting the requirements of this agreement.  The surety will not be held
       liable for any of the remaining years of the agreement should Minnesota
       Logos be unable to secure subsequent bonding.  If Minnesota Logos cannot
       secure subsequent bonding at the time the surety company opts not to
       renew any bond, such action will not cause a claim under the bonds in
       force.  Payment and performance bonds must be in place for the term of
       this agreement as specified herein.  Failure to obtain or maintain the
       required bonds shall be considered default under paragraph 7.01.

       The bonds shall cover, but are not limited to, the following potential
       losses:

       LOSSES TO THE STATE

       a)     Costs incurred by the State to continue Minnesota Logos' duties
              and obligations under the Program in the event of default by
              Minnesota Logos pursuant to paragraph 7.01;

       b)     Reletting of the agreement in the event of default by Minnesota
              Logos;

       c)     Restoration of Mn/DOT right-of-way in the event of default by
              Minnesota Logos;  or in the event that Minnesota Logos abandons
              the logo signs at the expiration of this agreement;

       d)     Maintenance of structures, logo sign panels and business panels
              in the event of default by Minnesota Logos;

       e)     Removal or reinstallation of structures, logo sign panels and
              business panels where needed in the event of default by Minnesota
              Logos;

       f)     Continue fulfilling the terms of the business leases in the event
              of default by Minnesota Logos;





                                       17
<PAGE>   18
                                                    Mn/DOT Agreement No.  73526 

       LOSSES TO CREDITORS

       Payment for any sign structures or panels where there are liens or legal
       proceedings threatening their removal.

       LOSSES TO EMPLOYEES OF MINNESOTA LOGOS

       Payment for any claims brought by employees in the event of default by
       Minnesota Logos.

       LOSSES TO ADVERTISERS

       Payment of unexpired leases to businesses under paragraph 8.02.

14.0   PERMITS, LICENSES AND TAXES

       Minnesota Logos shall procure all applicable permits and licenses; pay
       all charges, fees, and taxes; and give all notices necessary and
       incidental to the due and lawful prosecution of the work.  When
       requested, Minnesota Logos shall furnish Mn/DOT with evidence indicating
       that it has complied with permit, license and tax requirements.

15.0   APPROVALS

       Before this agreement becomes binding and effective, it shall be
       executed and approved by Minnesota Logos, Mn/DOT and such state officers
       as the law may provide.

16.0   SUPPLEMENTAL AGREEMENT AND REMEDIES

       Minnesota Logos and Mn/DOT may exercise those legal remedies as may be
       available to them in connection with any dispute arising out of this
       agreement which cannot be settled by the parties hereto by supplemental
       agreement.  Any modifications or amendments to this agreement shall be
       in writing and shall be executed and approved by the same parties and
       state officers who executed the original agreement, or by their
       successors in office.

17.0   EXHIBITS

       The following exhibits are attached hereto and incorporated into this
       agreement:

       Exhibit 1     List of Eligible Routes and Maps
       Exhibit 2     Minnesota Manual on Uniform Traffic Control Devices (MN
                     MUTCD), Part II-G
       Exhibit 3     Standards for Logo Signs
       Exhibit 4     Sign Design
       Exhibit 5     Replacement and Refurbishment of Logo Signs





                                       18
<PAGE>   19
                                                    Mn/DOT Agreement No.  73526 

       IN WITNESS WHERE OF, the parties have caused this agreement to be duly
executed by the proper representatives and officials, intending to be bound
thereby.



MINNESOTA LOGOS, A MINNESOTA PARTNERSHIP

                                            MINNESOTA DEPARTMENT OF
By: Kevin Reilly, Jr.                       TRANSPORTATION
   -----------------------------------                    
   MINNESOTA LOGOS, INC.
                                            By: Daryl Durgin                    
                                               ---------------------------------
Title: Director                       
      --------------------------------
                                            Title: Deputy Commissioner          
                                                  ------------------------------
Date: 5/5/95                          
     ---------------------------------
                                            Date: 5/8/95                        
                                                 -------------------------------

By: Charles Lamar                     
   -----------------------------------
   MINNESOTA LOGOS, INC.                    Approved as to form and execution by
                                            the Office of the Attorney General
Title: Secretary                      
      --------------------------------
                                            By: Don J. Meuting                  
                                               ---------------------------------
Date: 5/5/95                                      Assistant Attorney General
     ---------------------------------                                      

                                            Date: 5/9/95                        
                                                 -------------------------------
By: Todd Johnson                      
   -----------------------------------
   GLOBAL SPECIALITY CONTRACTORS, INC.
                                            COMMISSIONER OF ADMINISTRATION
Title: President                      
      --------------------------------
                                            By: Gerald Joyce                    
                                               ---------------------------------

Date: 5/4/95                          
     ---------------------------------
                                            Date: 5/9/95                        
                                                 -------------------------------

By: Charles Brazier                   
   -----------------------------------
   GLOBAL SPECIALITY CONTRACTORS, INC.
                                            COMMISSIONER OF FINANCE
Title: Secretary                      
      --------------------------------
                                            By: Renee Hendrick                  
                                               ---------------------------------
Date: 5/4/95                          
     ---------------------------------
                                            Date: 5/9/95                        
                                                 -------------------------------





                                       19