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                            SUPPLEMENTAL INDENTURE

     THIS SUPPLEMENTAL INDENTURE is entered into as of October 15, 1998 by 
and between LODGENET ENTERTAINMENT CORPORATION, a Delaware corporation (the 
"Company") having its principal office at 3900 West Innovation Street, Sioux 
Falls, South Dakota  57107 and MARINE MIDLAND BANK, a New York banking 
corporation and trust company, as trustee (the "Trustee"), amending and 
supplementing the indenture (the "Indenture") dated as of December 19, 1996 
pursuant to which the Company issued $150,000,000 10-1/4% Senior Notes due 
2006 (the "Notes").

                                  RECITALS:

     WHEREAS, the parties wish to make certain amendments to the Indenture 
pursuant to Section 9.02 of the Indenture; and

     WHEREAS, the Company has duly authorized the execution and delivery of 
this Supplemental Indenture, has obtained the consent of at least a majority 
of the holders of the Notes, and done all other things necessary to make this 
Supplemental Indenture a valid agreement of the Company.

     NOW, THEREFORE,  in consideration of the premises, mutual covenants 
contained herein and other good and valuable consideration, the receipt and 
sufficiency of which are hereby mutually acknowledged, the parties hereto 
agree as follows:

     1.   AMENDMENTS.  The Indenture is hereby amended as follows:

     1A.  DEFINITIONS.  The definitions of "ASSET SALE" and "PERMITTED 
INVESTMENTS" in Section 1.01 of the Indenture are hereby deleted in their 
entirety and replaced with the following language:

          "ASSET SALE" means any sale, transfer or other disposition (including
     by way of merger, consolidation or sale-leaseback transaction) in one
     transaction or a series of related transactions by the Company or any of
     its Restricted Subsidiaries to any Person, other than the Company or any of
     its Restricted Subsidiaries of (i) all or any of the Capital Stock of any
     Restricted Subsidiary, (ii) all or substantially all of the property and
     assets of an operating unit or business of the Company or any of its
     Restricted Subsidiaries or (iii) any other property and assets of the
     Company or any of its Restricted Subsidiaries (other than the Capital Stock
     or assets of an Unrestricted Subsidiary) outside the ordinary course of
     business of the Company or such Restricted Subsidiary and, in each case,
     that is not governed by Article Five; PROVIDED that "Asset Sale" shall not
     include (a) sales or other dispositions of

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     inventory, receivables and other current, obsolete or worn out assets, 
    (b) sales or other dispositions of assets for consideration at least 
    equal to the fair market value of the assets sold or disposed of, 
    provided that the consideration received would satisfy clause (B) of 
    Section 4.11, (c) issuances or sales of Common Stock of ResNet pursuant 
    to the ResNet Transaction Documents or (d) the contribution to Newco of 
    (1) the assets of ResNet LLC, (2) the limited liability company 
    membership interests of ResNet LLC or (3) the equity interests of a 
    special purpose entity created for the purpose of conveying such assets, 
    but no other assets.

           "PERMITTED INVESTMENTS" means (i) an Investment in the Company
     or a Restricted Subsidiary or a Person which will, upon the making of
     such Investment, become a Restricted Subsidiary or be merged or
     consolidated with or into or transfer or convey all or substantially
     all its assets to, the Company or a Restricted Subsidiary; PROVIDED
     that such person's primary business is related, ancillary or
     complementary to the businesses of the Company and its Restricted
     Subsidiaries on the date of such Investment; (ii) Temporary Cash
     Investments; (iii) payroll, travel and similar advances to cover
     matters that are expected at the time of such advances ultimately to
     be treated as expenses in accordance with GAAP; (iv) stock,
     obligations or securities received in satisfaction of judgments; and
     (v) Investments in Newco received in connection with the ResNet
     Contribution and (vi) Investments in Newco in connection with or after
     the closing of the ResNet Contribution in aggregate amount not to
     exceed $5 million.

The following definitions of "NEWCO", "RESNET CONTRIBUTION" and "RESNET LLC" are
hereby added to Section 1.01 of the Indenture:

          "Newco" means the joint venture company which will own
     substantially all of the operations of Shared Technologies
     Communications LLC ("STC"), Interactive Cable Systems, Inc. ("ICS")
     and ResNet LLC, to be created pursuant to a nonbinding agreement among
     STC, ICS and ResNet LLC dated August 18, 1998.

          "ResNet Contribution" means the contribution to Newco of (i) the
     assets of ResNet LLC, (ii) the limited liability company membership
     interests of ResNet LLC or (iii) the equity interests of a special
     purpose entity created for the purpose of conveying such assets, in
     exchange for approximately 30% of the equity interest therein and
     notes payable in an aggregate amount equal to Investments made by the
     Company or any Subsidiary in ResNet LLC to acquire operating assets
     between June 1, 1998 and the closing of the ResNet Contribution.


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           "ResNet LLC" means ResNet Communications, L.L.C., a Delaware
     limited liability company.

     1B.  SECTION 4.08, LIMITATION ON TRANSACTIONS WITH STOCKHOLDERS AND 
AFFILIATES.  Section 4.08 of the Indenture is hereby deleted in its entirety 
and replaced with the following language:

          4.08.  LIMITATION ON TRANSACTIONS WITH STOCKHOLDERS AND
     AFFILIATES. The Company will not, and will not permit any Restricted
     Subsidiary to, directly or indirectly, enter into, renew or extend any
     transaction (including without limitation, the purchase, sale, lease
     or exchange or property or assets, or the rendering of any service)
     with any holder (or any Affiliate of such holder) of 10% or more of
     any class of Capital Stock of the Company or with any Affiliate of the
     Company or any Restricted Subsidiary, except upon fair and reasonable
     terms no less favorable to the Company or such Restricted Subsidiary
     than could be obtained, at the time of such transaction or, if such
     transaction is pursuant to a written agreement, at the time of the
     execution of the agreement providing therefor, in a comparable
     arm's-length transaction with a Person that is not such a holder or an
     Affiliate.

          The foregoing limitation does not limit, and shall not apply to
     (i) transactions (A) approved by a majority of the disinterested
     members of the Board of Directors or (B) for which the Company or a
     Restricted Subsidiary delivers to the Trustee a written opinion of a
     nationally recognized investment banking firm stating that the
     transaction is fair to the Company or such Restricted Subsidiary from
     a financial point of view; (ii) any transaction solely between the
     Company and any of its Wholly Owned Restricted Subsidiaries or solely
     between Wholly Owned Restricted Subsidiaries; (iii) the payment of
     reasonable and customary regular fees to directors of the Company who
     are not employees of the Company; (iv) any payments or other
     transactions pursuant to any tax-sharing agreement between the Company
     and any other Person with which the Company files a consolidated tax
     return or with which the Company is part of a consolidated group for
     tax purposes; (v) any Restricted Payments not prohibited by Section
     4.04; (vi) transactions pursuant to the ResNet Transaction Documents;
     or (vii) transactions with Newco in the ordinary course of business on
     terms no less favorable to the Company or such Restricted Subsidiary
     than could be obtained in a comparable arm's-length transaction.
     Notwithstanding the foregoing, any transaction covered by the first
     paragraph of this Section 4.08 and not covered by clauses (ii) through
     (vii) of this paragraph, the aggregate amount of which exceeds $1
     million in value, must be approved or determined to be fair in the
     manner provided for in clause (i)(A) or (B) above.
                                      
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     2.   RATIFICATION OF INDENTURE.  As amended by this Supplemental 
Indenture, the Indenture and the Notes are in all respects ratified and 
confirmed and the Indenture as so amended by this Supplemental Indenture 
shall be read, taken and construed as one and the same instrument.

     3.   THE TRUSTEE.  The Trustee shall not be responsible in any manner 
whatsoever for or in respect of the validity or sufficiency of this 
Supplemental Indenture or for or in respect of the recitals contained herein, 
all of which are made solely by the Company.

     4.   EFFECTIVENESS.  This Supplemental Indenture shall be effective as 
of the date first above written; PROVIDED that (i) Section 1 of this 
Supplemental Indenture shall be operative so long as the ResNet Contribution 
is consummated on or prior to November 30, 1998 and the Company furnishes an 
Officers' Certificate to the Trustee certifying to the same, and (ii) the 
conditions specified in Section 9.02 of the Indenture shall have been 
satisfied.

     5.   MISCELLANEOUS.

      (a)  This Supplemental Indenture may be executed in any number of 
counterparts and by each of the parties hereto on separate counterparts, each 
of which, once executed and delivered, shall be deemed to be an original and 
all of which taken together shall constitute but one and same instrument.

      (b)  This Supplemental Indenture shall be governed and construed in 
accordance with the laws of the State of New York.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental 
Indenture to be duly executed, and their respective corporate seals to be 
hereunto affixed and attested, all as of the day and year first above written.

                                  LODGENET ENTERTAINMENT CORPORATION

                                  By  /s/ Eric R. Jacobsen
                                    ---------------------------------------
                                    Name:   Eric R. Jacobsen
                                         ----------------------------------
                                    Title:  Vice President, General Counsel
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                                  MARINE MIDLAND BANK, as Trustee


                                  By     /s/ James M. Foley
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                                             James M. Foley
                                        Assistant Vice President

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