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                    AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

     THIS AMENDMENT NO. 1, dated as of December 19, 1996 (this "Amendment"),
is between LodgeNet Entertainment Corporation, a Delaware corporation (the 
"Company") and John Hancock Mutual Life Insurance Company and Massachusetts 
Mutual Life Insurance Company (the "Required Holders") as holders of 75% of 
the outstanding principal amount of the Company's 11.50% Senior Subordinated 
Notes due 2005 (the "Notes"). This Amendment is a first amendment to the 
Securities Purchase Agreement dated as of August 9, 1995 between the Company, 
John Hancock Mutual Life Insurance Company, Allstate Life Insurance Company, 
CM Life Insurance Comapny and Connecticut Mutual Life Insurance Company, 
pursuant to which the Notes were issued (the "Securities Agreement"). 
Capitalized terms used in this Amendment without definition have the meanings 
given therefor in the Securities Agreement.

                                      RECITAL

     The Company has requested that Holders consent to certain amendments to 
the Securities Agreement in connection with the issuance by the Company of 
$150,000,000 in aggregate amount of its 10.25% Senior Notes due 2006 (the 
"144A Notes") to be issued pursuant to an Indenture dated as of December 19, 
1996 by the Company as Issuer and Marine Midland Bank as Trustee (the "144A 
Indenture") and the amendment of its current Revolving Credit Facility. The 
Required Holders have agreed to consent to such amendments subject to the 
terms and conditions of this Amendment.

     NOW THEREFORE, for good and valuable consideration, the sufficiency of 
which is acknowledged by the parties, it is agreed:

     1.  REPRESENTATION AND WARRANTIES. The Company hereby represents and 
warrants to each of the Holders:

     1A. AUTHORITY. This Amendment has been duly authorized by all necessary 
corporate action on the part of the Company and has been duly executed and 
delivered by an authorized officer of the Company and constitutes the legal, 
valid and binding obligation of the Company, enforceable against the Company 
in accordance with its terms.

     1B. NO CONFLICTS. Subject to the consents referenced in Section 1E of 
this Amendment, the execution and delivery of the Amendment and fulfillment 
of and compliance with the terms and provisions hereof, do not and will not 
conflict with the provisions of, or constitute a default under, or result in 
any violation of, or result in the creation of any Lien (other than Liens 
securing the New Facility Agreement described in Paragraph 1G hereof) upon 
any of the properties or assets of the Company or any Subsidiary pursuant to 
its charter or by-laws or other organizational documents, any award of any 
arbitrator or any agreement (including any agreement with stockholders or 
other equity holders), instrument, order, judgment, decree, statute, law, 
rule or regulation to which it is subject.

     1C. DISCLOSURE. The Company has delivered to each Holder a copy of the 
Offering Memorandum dated December 16, 1996 prepared by the Company in 
connection with the offer and sale of the 144A Notes (the "144A Memorandum"). 
The 144A Memorandum fairly describes, in all material respects, the general 
nature of the business and principal properties of the Company and the terms, 
conditions and use of proceeds of the 144A Notes and the 144A Indenture. The 
144A Memorandum does not contain any untrue statement of material fact or 
omit to state a material fact necessary in order to make the statement 
contained therein, in light of the circumstances under which they were made, 
not misleading.


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     1D. NO DEFAULTS. As of the date hereof, no Default or Event of Default 
exists, and immediately after the issuance of the 144A Notes and the 
application of the proceeds thereof and the effectiveness of this Amendment, 
no Default or Event of Default shall exist or be reasonably anticipated to 
result therefrom.

     1E. CONSENTS. As of the date hereof, the only Debt of the Company 
entitled to the benefits of paragraph 12 of the Securities Agreement are the 
Senior Notes, the Senior Note Agreement and the Revolving Credit Facility. 
Except for the consents of the "Majority Banks" (as such term is defined in 
the Revolving Credit Facility) and the Required Holders, no authorization, 
consent, approval, exemption or other action by or notice to or filing with 
any Governmental Authority or any other Person is required in connection with 
the amendments to the Securities Agreement contemplated by this Amendment.

     1F. 144A NOTES. Attached hereto as Exhibit A is a true, complete and 
correct copy of the 144A Indenture.  Except for the 144A Indenture, the 144A 
Notes to be issued in the form of Exhibit A to the 144A Indenture and the 
144A Memorandum, there are no other agreements or understandings (whether 
written or oral) between the Company or any Subsidiary and any other Person 
relating to the Debt evidenced by the 144A Notes.  The Notes will rank not 
less than pari passu with the 144A Notes, in priority of payment and in right 
of security and credit support, if any. 

     1G. REVOLVING CAPITAL FACILITY. The Company has provided the Holders 
with true, complete and correct copies of the Amended and Restated Revolving 
Credit Agreement dated as of December 19, 1996 by and among the Company, the 
Banks named therein and National Westminster Bank Plc, as Agent and National 
Westminster Bank of Canada, as Issuing Bank, and providing for secured 
advances by such Banks (the "New Facility Agreement") which will be in 
effect upon the issuance of the 144A Notes. Except for the New Facility 
Agreement and the Exhibits attached thereto and the agreements or instruments
referred to therein, there will be, upon the issuance of the 144A Notes, no 
other agreements or understandings (whether written or oral) between the 
Company or any Subsidiary and any other Person relating to the Revolving 
Credit Facility.

     2.  AMENDMENTS. The Securities Agreement is hereby amended as follows:

     2A. PARAGRAPH 1B, RANKING. Paragraph 1B of the Securities Agreement is 
deleted and the following is substituted therefor:

          "1B. RANKING. The Notes shall rank pari passu with each other, will
          constitute direct senior obligations of the Company and shall rank 
          not less than pari passu in priority of payment with all other 
          outstanding Debt of the Company past, present or future, except for 
          Debt which is preferred as a result of being secured (but only to 
          the extent such security is not prohibited by this Agreement and 
          then only to the extent of such security)."

     2B. PARAGRAPHS 6 AND 7, AFFIRMATIVE AND NEGATIVE COVENANTS. Paragraphs 
6E, 6F, 6G, 6H, 7A, 7B, 7C, 7D, 7E, 7F, 7G and 7I of the Securities Agreement 
are deleted in their entirety and Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.18, 4.19, 5.01 and 5.02 of the 144A
Indenture are substituted therfor as if such Sections were set forth 
in this Amendment in their entirety and all defined terms used in such 
Sections shall have the meanings given therefor in the 144A Indenture as if 
such definitions were set forth in this Amendment in their entirety, PROVIDED:

                   (i) the terms "Notes" in such Sections, shall, for the 
         purposes of the Securities Agreement, mean the Notes as defined in the
         Securities Agreement;


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          (ii)  the term "Closing Date" as used in such Sections, shall, 
     for the purposes of the Securities Agreement, mean the date on which 
     the 144A Notes are originally issued under the 144A Indenture;

          (iii) the term "Indenture" in such Sections shall, for the 
     purposes of the Securities Agreement, mean the Securities Agreement; 
     and

          (iv)  such Sections shall retain their section number 
     designations for the purpose of cross-references within, and to, 
     such Sections in the Securities Agreement and Sections 4.03 through 
     4.15 together with Sections 4.18 and 4.19 shall collectively 
     constitute "Article Four" of the Securities Agreement and Sections 
     5.01 and 5.02 shall constitute "Article Five" of the Securities 
     Agreement for such purpose.

2C.  PARAGRAPH 8, EVENTS OF DEFAULT.

          (i)  Subparagraph (d) of paragraph 8A of the Securities 
     Agreement is deleted and the following is substituted therefor:

                     "(d)  the Company fails to perform or observe any
               covenant contained in any of Sections 4.03, 4.04, 4.05, 4.07, 
               4.08, 4.11 or 5.01, as such Sections have been incorporated by 
               reference into this Agreement from that certain Indenture 
               dated as of December 19, 1996 between the Company, as Issuer 
               and Marine Midland Bank, as Trustee and relating to the 
               issuance of the Company's 10.25% Senior Notes due 2006."

          (ii)  Subparagraph (f) of paragraph 8A of the Securities 
     Agreement is amended to insert the phrase "or to permit the holder 
     or holders of such Debt (or a trustee on behalf of such holder or 
     holders) to cause," after the word "cause" in clause (ii) of such 
     subparagraph (f).

2D.  PARAGRAPH 11B, OTHER TERMS.

          (i)   The definition set forth in paragraph 11B of the 
     Securities Agreement for the term "Revolving Credit Agreement" is 
     deleted and the following is substituted therefor:

          "Revolving Credit Agreement" shall mean the Amended and 
     Restated Loan Agreement dated as of December 19, 1996 by and among 
     the Company, the Banks named therein and the National Westminster 
     Bank, Plc, as Agent, and National Westminster Bank of Canada, as 
     Issuing Bank, as amended, amended and restated, modified or 
     supplemented from time to time.

         (ii)  The proviso in clause (ii) of the definition of 
     Revolving Credit Facility set forth in paragraph 11B of the 
     Securities Agreement is deleted and the following is substituted 
     therefor:

         "PROVIDED that the provisions of any credit agreement 
     referred to in this clause (ii) do not restrict the Company's 
     ability to amend this Agreement or the Notes".

         (iii) The defined terms "Default Notice", "Senior Covenant 
     Default", "Senior Obligations", "Senior Payment Default" and 
     "Permitted Post Petition Interest" set forth in paragraph 11B of 
     the Securities Agreement are deleted.

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          2E.  PARAGRAPH 12. SUBORDINATION OF THE NOTES. Paragraphs 12A 
through 12N, inclusive, of the Securities Agreement are deleted.

          2F.  PARAGRAPH 13C. CONSENT TO AMENDMENTS. The last sentence of 
paragraph 13C of the Securities Agreement is deleted.

          3.   EFFECTIVENESS. This Amendment shall become effective upon 
satisfaction of the following conditions precedent:

               (i)   Each of the Holders shall have received an opinion from 
          Eric R. Jacobsen, Vice President and General Counsel, of the 
          Company to the effect that (A) the Company is a corporation duly 
          organized, validly existing and in good standing under the laws of 
          the State of Delaware and has all requisite corporate and other 
          power and authority to execute, deliver and perform this Amendment; 
          (B) this Amendment has been duly authorized by all necessary 
          corporate action on the part of the Company and has been duly 
          executed and delivered by an authorized officer of the Company and 
          constitutes the legal, valid and binding obligation of the Company 
          enforceable against the Company in accordance with its terms, 
          except as such enforcement may be limited by applicable bankruptcy, 
          insolvency, reorganization, moratorium or other similar laws 
          affecting the rights of creditors generally, or by equitable 
          principals; (C) other than the consents which have been obtained, 
          no consent, approval, exemption or any action by or notice to or 
          filing with any Governmental Authority or any other Person is 
          required in connection with the execution and delivery of this 
          Amendment; (D) the execution, delivery and performance of this 
          Amendment do not, and will not, conflict with the provisions of or 
          constitute a default under or result in any violation of or result 
          in the creation of any Lien (other than Liens securing the New 
          Facility Agreement) upon any of the properties or assets of the 
          Company or any Subsidiary pursuant to its charter or by-laws or 
          other organizational document, any award of any arbitrator or 
          order, judgment, decree, statute, law, rule or regulation to which 
          it is subject or the Securities Agreement, the Revolving Credit 
          Agreement, the Senior Note Agreement, 144A Indenture or any other 
          material agreement to which the Company or any Subsidiary is a 
          party or to which it or its assets are subject and otherwise in 
          form and substance satisfactory to the Required Holders;

               (ii)  The 144A Notes shall have been duly issued and the 144A 
          Indenture shall be in full force and effect and the Required 
          Holders shall have received such evidence thereof as they shall 
          have reasonably requested, including, without limitation, delivery 
          to the Holders of counterparts, addressed to the Holders, of each 
          certificate or opinion delivered to the original purchasers of the 
          144A Notes;

               (iii) The Loan Agreement dated as of March 17, 1995 by and 
          between the Company and NatWest Bank, N.A., as agent and as bank 
          shall have been terminated, and all amounts due thereunder shall 
          have been paid in full and the New Facility Agreement shall be in 
          full force and effect and the Required Holders shall have received 
          such evidence thereof as they shall have reasonably requested, 
          including, without limitation, delivery to each Holder of copies of 
          each opinion and certificate delivered in connection with the New 
          Facility Agreement; and

               (iv)  All consents required from any Governmental Authority or 
          any other Person to this Amendment shall have been obtained and the 
          Required Holders shall have received such evidence thereof as they 
          shall have reasonably requested.

          4.   NO OTHER AMENDMENTS. Except as expressly set forth herein, the 
Securities Agreement shall continue in full force and effect without alteration 
or amendment.

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                                      -5-

          5.   COUNTERPARTS. This Amendment may be executed in any number of 
counterparts, each of which, when so executed and delivered, shall be an 
original, but all of which shall together constitute one in the same 
instrument.

          6.   GOVERNING LAW. THIS AMENDMENT IS DELIVERED IN THE COMMONWEALTH 
OF MASSACHUSETTS IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE 
RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF 
MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO 
CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY 
JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS).

     EXECUTED under seal as of the date first written above.

                                           LODGENET ENTERTAINMENT CORPORATION

   
                                           By:/s/ Jeffrey T. Weisner
                                              ------------------------------
                                              Name: Jeffrey T. Weisner
                                              Title: Vice President, Finance
    
                                           JOHN HANCOCK MUTUAL LIFE 
                                           INSURANCE COMPANY

   
                                           By:/s/ Marlene DeLeon
                                              ------------------------------
                                              Name: Marlene DeLeon
                                              Title:
    
                                           MASSACHUSETTS MUTUAL LIFE
                                           INSURANCE COMPANY

   
                                           By:/s/ Lawrence D. St. Leman
                                              ------------------------------
                                              Name: Lawrence D. St. Leman
                                              Title: