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                                                                   Exhibit 3.1

                               ZIMMERMAN SIGN COMPANY

                           CERTIFICATE OF DESIGNATION OF
                             PREFERRED STOCK, SERIES A

          Zimmerman Sign Company, a Texas corporation (the "CORPORATION")
certifies that pursuant to Article IV of its Amended and Restated Certificate of
Incorporation (the "CERTIFICATE") and in accordance with the provisions of
Section 2.13 of the Texas Business Corporation Act its Board of Directors
adopted the following resolution on September 29, 1998 creating a series of
preferred shares.

          RESOLVED, that a series of authorized preferred shares of the
Corporation is hereby created, having the designation, par value, voting,
participation and other rights and restrictions set out below. All capitalized
terms used herein and not defined shall have the meanings ascribed to them in
the Certificate.

          1.   DESIGNATION AND NUMBER. The shares of such class shall be
designated "Preferred Stock, Series A" (the "SERIES A PREFERRED STOCK"). The
number of shares initially constituting the Series A Preferred Stock shall be
52,500 which number may be decreased (but not increased) by the Board of
Directors without a vote of stockholders; PROVIDED that such number may not be
decreased below the number of then outstanding shares of Series A Preferred
Stock.

          2.   DIVIDENDS.

          (a)  GENERAL OBLIGATION. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the Texas Business
Corporation Act and other applicable law, the Corporation shall pay preferential
dividends in cash to the holders of the Series A Preferred Stock as provided in
this SECTION 2.  Dividends on each share of the Series A Preferred Stock (a
"SERIES A PREFERRED SHARE") shall accrue on a daily basis at the rate of 8.0%
per annum of the sum of $100.00 (the "LIQUIDATION VALUE") plus all accumulated
and unpaid dividends thereon from and including the date of issuance of such
Series A Preferred Share to and including the first to occur of (i) the date on
which the Liquidation Value of such Series A Preferred Share (plus all accrued
and unpaid dividends thereon) is paid to the holder thereof in connection with
the liquidation of the Corporation or the redemption of such Series A Preferred
Share by the Corporation or (ii) the date on which such share is otherwise
acquired by the Corporation. Such dividends shall accrue whether or not they
have been declared and whether or not there are profits, surplus or other funds
of the Corporation legally available for the payment of dividends (other than
dividends on capital stock of the Corporation paid with shares of stock of the
same class), and such dividends shall be cumulative such that all accrued and
unpaid dividends shall be fully paid or declared with funds irrevocably set
apart for payment before any dividends, distributions, redemptions or other
payments may be made with respect to the Common Stock, the Series B Preferred
Stock, the Series C 

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Preferred or any capital stock or other equity securities of the Corporation
(collectively, the "JUNIOR SECURITIES"). The date on which the Corporation
initially issues any Series A Preferred Share shall be deemed to be its "date of
issuance" regardless of the number of times transfer of such Series A Preferred
Share is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates which may be issued to evidence such
Series A Preferred Share.

          (b)  DIVIDEND REFERENCE DATES. To the extent not paid on March 15, 
June 15, September 15, and December 15 of each year, beginning December 31, 
1998 (the "DIVIDEND REFERENCE DATES"), all dividends which have accrued on 
each Series A Preferred Share outstanding during the three-month period (or 
other period in the case of the initial Dividend Reference Date) ending upon 
each such Dividend Reference Date shall be accumulated and shall remain 
accumulated dividends with respect to such Series A Preferred Share until 
paid to the holder thereof.

          (c)  DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS.  Except as 
otherwise provided herein, if at any time the Corporation pays less than the 
total amount of dividends then accrued with respect to the Series A Preferred 
Stock, such payment shall be distributed pro rata among the holders thereof 
based upon the aggregate accrued but unpaid dividends on the Series A 
Preferred Shares held by each such holder.

          3.   LIQUIDATION. Upon any liquidation, dissolution or winding up 
of the Corporation (whether voluntary or involuntary), each holder of Series 
A Preferred Stock shall be entitled to be paid, before any distribution or 
payment is made upon any Junior Securities, an amount in cash equal to the 
aggregate Liquidation Value of all Series A Preferred Shares held by such 
holder (plus all accrued and unpaid dividends thereon), and the holders of 
Series A Preferred Stock shall not be entitled to any further payment. If 
upon any such liquidation, dissolution or winding up of the Corporation the 
Corporation's assets to be distributed among the holders of the Series A 
Preferred Stock are insufficient to permit payment to such holders of the 
aggregate amount which they are entitled to be paid under this SECTION 3, 
then the entire assets available to be distributed to the Corporation's 
stockholders shall be distributed pro rata among such holders based upon the 
aggregate Liquidation Value (plus all accrued and unpaid dividends) of the 
Series A Preferred Stock held by each such holder. Prior to the liquidation, 
dissolution or winding up of the Corporation, the Corporation shall declare 
for payment all accrued and unpaid dividends with respect to the Series A 
Preferred Stock, but only to the extent of funds of the Corporation legally 
available for the payment of dividends. Not more than 60 nor less than 30 
days prior to the payment date stated therein, the Corporation shall mail 
written notice of any such liquidation, dissolution or winding up to each 
record holder of Series A Preferred Stock, setting forth in reasonable detail 
the amount of proceeds to be paid with respect to each share of capital stock 
of the Corporation, including each Series A Preferred Share, each share of 
Series B Preferred Stock, each share of Series C Preferred Stock and each 
share of Common Stock in connection with such liquidation, dissolution or 
winding up.

          4.   PRIORITY ON DIVIDENDS AND REDEMPTIONS. So long as any Series A
Preferred Stock remains outstanding, without the prior written consent of the
holders of a majority of the

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outstanding shares of Series A Preferred Stock, the Corporation shall not, 
nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire 
directly or indirectly any Junior Securities, nor shall the Corporation 
directly or indirectly pay or declare any dividend or make any distribution 
upon any Junior Securities, other than (i) repurchases of Common Stock from 
any employee of the Corporation provided that (A) no Default or Event of 
Default (as defined in the Senior Subordinated Note, Preferred Stock and 
Warrant Purchase Agreement, dated as of September 30, 1998, by and among the 
Corporation, and certain investors (the "PURCHASE AGREEMENT")) is in 
existence immediately prior to or immediately after such repurchase or 
payment, (B) the purchase price paid in such repurchase or the amount of such 
payment does not exceed the fair market value of the stock repurchased or is 
in an amount calculated pursuant to the terms of a repurchase or employment 
agreement between the Corporation and such employee entered into in 
connection with the commencement of such employee's employment, (C) such 
purchase occurs after September 30, 1999 and (D) the aggregate amount paid or 
payable in any fiscal year in respect of all such purchases from employees 
does not exceed $250,000, (ii) dividends paid in accordance with the terms of 
the Series B Preferred and the terms of the Series C Preferred: provided that 
no Default or Event of Default (as defined in the Purchase Agreement) or an 
Event of Noncompliance is in existence immediately prior to or immediately 
after such dividend and (iii) dividends on capital stock of the Corporation 
paid with shares of stock of the same class.

          5.   REDEMPTIONS. To the extent permitted under the Texas Business
Corporation Act and other applicable law:

               (a)  SCHEDULED REDEMPTION. On the earlier of (i) September 30, 
2006 and (ii) 90 days following the payment in full of the obligations under 
the Notes (the "SCHEDULED REDEMPTION DATE"). the Corporation shall redeem all 
outstanding shares of Series A Preferred Stock at a price per Series A 
Preferred Share equal to the Liquidation Value thereof (plus accrued and 
unpaid dividends thereon).

               (b) OPTIONAL REDEMPTIONS. The Corporation may at any time and 
from time to time redeem all or any portion of the shares of Series A 
Preferred Stock then outstanding. Upon any such redemption, the Corporation 
shall pay a price per Series A Preferred Share equal to the Liquidation Value 
thereof (plus all accrued and unpaid dividends thereon), PLUS an amount equal 
to the Redemption Premium Amount calculated with respect thereto (if any).

          The term "REDEMPTION PREMIUM AMOUNT" means:

          (i)    with respect to any redemption of shares of Series A Preferred
made on or prior to the first anniversary of the Closing Date (as defined in the
Purchase Agreement), 5.0% multiplied by the aggregate Liquidation Value of the
Series A Preferred Shares so redeemed; 

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          (ii)   with respect to any redemption of shares of Series A Preferred
made after the first anniversary of the Closing Date and on or prior to the
second anniversary of the Closing Date; 4.0% multiplied by the aggregate
Liquidation Value of the Series A Preferred Shares so redeemed;

          (iii)  with respect to any redemption of shares of Series A Preferred
made after the second first anniversary of the Closing Date and on or prior 
to the third anniversary of the Closing Date; 3.0% multiplied by the 
aggregate Liquidation Value of the Series A Preferred Shares so redeemed;

          (iv)   with respect to any redemption of shares of Series A Preferred
made after the third anniversary of the Closing Date and on or prior to the
fourth anniversary of the Closing Date; 2.0% multiplied by the aggregate
Liquidation Value of the Series A Preferred Shares so redeemed;

          (v)    with respect to any redemption of shares of Series A Preferred
made after the fourth first anniversary of the Closing Date and on or prior to
the fifth anniversary of the Closing Date; 1.0% multiplied by the aggregate
Liquidation Value of the Series A Preferred Shares so redeemed; and

          (vi)   with respect to any redemption of the Series A Preferred 
Shares made after the fifth anniversary of the Closing Date; zero;

          NOTWITHSTANDING THE FOREGOING, if, and to the extent, any such 
redemption is funded with net proceeds from a Public Offering (after 
deduction of all discounts, underwriters' commissions and other reasonable 
expenses), the Redemption Premium Amount payable in connection therewith 
shall be 50% of the amount otherwise calculated pursuant to clauses (i) 
through (vi) above.

               (c)  MANDATORY REDEMPTIONS.

               i.   REDEMPTION AFTER PUBLIC OFFERING. At any time after the 
fifth anniversary of the Closing Date (as defined in the Purchase Agreement), 
the Corporation shall apply the net cash proceeds from any Public Offering 
remaining after deduction of all discounts, underwriters' commissions and 
other reasonable expenses to redeem shares of Series A Preferred Stock at a 
price per Series A Preferred Share equal to the Liquidation Value thereof 
(plus all accrued and unpaid dividends thereon). Such redemption shall take 
place on a date fixed by the Corporation, which date shall be not more than 
five days after the Corporation's receipt of such proceeds.

               The term "PUBLIC OFFERING" means any offering by the 
Corporation of any securities to the public pursuant to an effective 
registration statement under the Securities Act of 1933, as then in effect, 
or any comparable statement under any similar federal statute then in force.

               ii.  REDEMPTION UPON CHANGE IN OWNERSHIP. If a Change in 
Ownership has occurred or the Corporation obtains knowledge that a Change in 
Ownership is proposed to occur, the Corporation shall give prompt written 
notice of such Change in Ownership describing in reasonable detail the 
material terms and date of consummation thereof to each holder of Series A

                                         -4-

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Preferred Stock, but in any event such notice shall not be given later than 
five days after the occurrence of such Change in Ownership, and the 
Corporation shall give each holder of Series A Preferred Stock prompt written 
notice of any material change in the terms or timing of such transaction.  The 
holder or holders of a majority of the Series A Preferred Stock then 
outstanding may require the Corporation to redeem all or any portion of the 
Series A Preferred Stock owned by such holders at a price per Series A 
Preferred Share equal to the Liquidation Value thereof (plus all accrued and 
unpaid dividends thereon), PLUS an amount equal to the Redemption Premium 
Amount calculated with respect thereto (if any), by giving written notice to 
the Corporation of such election prior to the later of (a) 21 days after 
receipt of the Corporation's notice and (b) five days prior to the 
consummation of the change in Ownership (the "EXPIRATION DATE"). The 
Corporation shall give prompt written notice of any such election to all 
other holders of Series A Preferred Stock within five days after the receipt 
thereof, and each such holder shall have until the later of (a) the 
Expiration Date or (b) ten days after receipt of such second notice to 
request redemption hereunder (by giving written notice to the Corporation) of 
all or any portion of the Series A Preferred Stock owned by such holder.

               Upon receipt of such election(s), the Corporation shall be 
obligated to redeem the aggregate number of Series A Preferred Shares 
specified therein on the later of (a) the occurrence of the Change in 
Ownership or (b) five days after the Corporation's receipt of such 
election(s). If any proposed Change in Ownership does not occur, all requests 
for redemption in connection therewith shall be automatically rescinded. Any 
holder of Series A Preferred Stock may rescind such holder's  request for 
redemption by delivering written notice thereof to the Corporation prior to 
the consummation  of the transaction.

               The term "CHANGE IN OWNERSHIP" means an event which results in 
any Management Purchaser (as defined in the Purchase Agreement) ceasing to 
hold, beneficially and of record, at least 85% of the issued and issuable 
capital stock of the Corporation that such Management Purchaser holds at 
Closing (as adjusted for any subsequent stock splits, stock dividends, 
combinations of shares or similar recapitalizations), other than Tom Boner in 
respect of sales of capital stock to David Anderson.

               iii. REDEMPTION UPON FUNDAMENTAL CHANGE. If a Fundamental 
Change is proposed to occur, the Corporation shall give written notice of 
such Fundamental Change describing in reasonable detail the material terms 
and date of consummation thereof to each holder of Series A Preferred Stock 
not more than 45 days nor less than 20 days prior to the consummation of such 
Fundamental Change, and the Corporation shall give each holder of Series A 
Preferred Stock prompt written notice of any material change in the terms or 
timing of such transaction. The holder or holders of a majority of the Series 
A Preferred Shares then outstanding, may require the Corporation to redeem 
all or any portion of the Series A Preferred Stock owned by such holders at a 
price per Series A Preferred Share equal to the Liquidation Value thereof 
(plus all accrued and unpaid dividends thereon), plus an amount equal to the 
Redemption Premium Amount calculated with respect thereto (if any), by giving 
written notice to the Corporation of such election prior to the later of (a) 
ten days prior to the consummation of the Fundamental Change or (b) ten days 
after receipt

                                         -5-

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of notice from the Corporation. The Corporation shall give prompt written notice
of such election to all other holders of Series A Preferred Stock (but in any
event within five days prior to the consummation of the Fundamental Change), and
each such holder shall have until five business days after the receipt of such
notice to request redemption (by written notice given to the Corporation) of all
or any portion of the Series A Preferred Stock owned by such holder.

               Upon receipt of such election(s), the Corporation shall be 
obligated to redeem the aggregate number of Series A Preferred Shares 
specified therein upon the consummation of such Fundamental Change. If any 
proposed Fundamental Change does not occur, all requests for redemption in 
connection therewith shall be automatically rescinded, or if there has been a 
material change in the terms or the timing of the transaction, any holder of 
Series A Preferred Stock may rescind such holder's request for redemption by 
delivering written notice thereof to the Corporation prior to the 
consummation of the transaction.

               The term "FUNDAMENTAL CHANGE" means (a) any sale or transfer 
of more than 50% of the assets of the Corporation and its Subsidiaries on a 
consolidated basis (measured either by book value in accordance with 
generally accepted accounting principles consistently applied or by fair 
market value determined in the reasonable good faith judgment of the 
Corporation's Board of Directors) in any transaction or series of 
transactions (other than sales in the ordinary course of business) and (b) 
any merger or consolidation to which the Corporation is a party, except for a 
merger in which the Corporation is the surviving corporation or the holders 
of the Corporation's voting common stock immediately prior to such merger or 
consolidation shall represent at least 80% of the combined voting power of 
the voting securities after such merger or consolidation, the terms of the 
Series A Preferred Stock are not changed in any material respect or are 
assumed and the Series A Preferred Stock is not exchanged for cash, 
securities or other property, and after giving effect to such merger, the 
holders of the Corporation's outstanding capital stock possessing a majority 
of the voting power (under ordinary circumstances) to elect a majority of the 
Corporation's Board of Directors immediately prior to the merger shall 
continue to own the Corporation's outstanding capital stock possessing the 
voting power (under ordinary circumstances) to elect a majority of the 
Corporation's Board of Directors.

               (d)  REDEMPTION PAYMENTS. For each Series A Preferred Share 
which is to be redeemed hereunder, the Corporation shall be obligated on the 
Redemption Date to pay to the holder thereof (upon surrender by such holder 
at the Corporation's principal office of the certificate representing such 
Series A Preferred Share) an amount in immediately available funds equal to 
the Liquidation Value of such Series A Preferred Share (plus all accrued and 
unpaid dividends thereon), PLUS the Redemption Premium Amount calculated 
with respect thereto (if any). If the funds of the Corporation legally 
available for redemption of Series A Preferred Shares on any Redemption Date 
are insufficient to redeem the total number of Series A Preferred Shares to be 
redeemed on such date, those funds which are legally available shall be used 
to redeem the maximum possible number of Series A Preferred Shares pro rata 
among the holders of the Series A Preferred Shares to be redeemed based upon 
the aggregate Liquidation Value of such Series A Preferred Shares held by 
each such holder (plus all accrued and unpaid dividends thereon). The Series 
A Preferred Shares not

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redeemed shall remain outstanding and entitled to all of the rights and
preferences hereunder.  At any time thereafter when additional funds of the
Corporation are legally available for the redemption of Series A Preferred
Shares, such funds shall immediately be used to redeem the balance of the Series
A Preferred Shares which the Corporation has become obligated to redeem on any
Redemption Date but which it has not redeemed.

          The term "REDEMPTION DATE," as to any Series A Preferred Share, means 
the Scheduled Redemption Date or the date specified in the notice of any 
redemption at the Corporation's option or at the holder's option or the 
applicable date specified herein in the case of any other redemption.

          (e)  NOTICE OF REDEMPTION. Except as otherwise provided herein, the 
Corporation shall mail written notice of each redemption of any Series A 
Preferred Stock to each record holder thereof not more than 60 nor less than 
30 days prior to the date on which such redemption is to be made. In case 
fewer than the total number of Series A Preferred Shares represented by any 
certificate are redeemed, a new certificate representing the number of 
unredeemed Series A Preferred Shares shall be issued to the holder thereof 
without cost to such holder within five business days after surrender of the 
certificate representing the redeemed Series A Preferred Shares.

          (f)  DETERMINATION OF THE NUMBER OF EACH HOLDER'S SERIES A 
PREFERRED SHARES TO BE REDEEMED. The number of Series A Preferred Shares to 
be redeemed from each holder thereof in redemptions hereunder shall be the 
number of Series A Preferred Shares determined by multiplying the total 
number of Series A Preferred Shares to be redeemed times a fraction, the 
numerator of which shall be the total number of Series A Preferred Shares 
then held by such holder and the denominator of which shall be the total 
number of Series A Preferred Shares then outstanding.

          (g)  DIVIDENDS AFTER REDEMPTION DATE. No Series A Preferred Share 
shall be entitled to any dividends accruing after the Redemption Date of such 
Series A Preferred Share if the Liquidation Value (plus all accrued and 
unpaid dividends thereon) is paid to the holder of such Series A Preferred 
Share on the Redemption Date. On such date, all rights of the holder of such 
Series A Preferred Share shall cease, and such Series A Preferred Share shall 
no longer be deemed to be issued and outstanding.

          (h)  REDEEMED OR OTHERWISE ACQUIRED SERIES A PREFERRED SHARES. Any 
Series A Preferred Shares which are redeemed or otherwise acquired by the 
Corporation shall be canceled and retired to authorized but unissued shares 
and shall not be reissued, sold or transferred.

          (i)  OTHER REDEMPTIONS OR ACQUISITIONS. The Corporation shall not, 
nor shall it permit any Subsidiary to, redeem or otherwise acquire any shares 
of Series A Preferred Stock, except as expressly authorized herein.

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          6.   VOTING RIGHTS. Subject to the following sentence, except as 
otherwise provided herein, in the Purchase Agreement or otherwise required by 
applicable law, the holders of Series A Preferred Stock shall have no 
voting rights; provided that each holder of Series A Preferred Stock shall be 
entitled to notice of all stockholders meetings at the same time and in the 
same manner as notice is given to all stockholders entitled to vote at such 
meetings. The foregoing notwithstanding, the holders of the Series A 
Preferred shall be entitled to designate two directors to serve on the board 
of directors of the Corporation at all times, such directors to be elected by 
a holders of a majority the Series A Preferred.

          7.   EVENTS OF NONCOMPLIANCE.

          (a)  DEFINITION. An Event of Noncompliance shall be deemed to have
occurred if:

          i.   the Corporation fails to pay on any Dividend Reference Date the
full amount of dividends then accrued on the Series A Preferred Stock, whether
or not such payment is legally permissible or is prohibited by any agreement to
which the Corporation is subject;

          ii.  the Corporation fails to make any redemption payment with respect
to the Series A Preferred Stock which it is obligated to make hereunder, whether
or not such payment is legally permissible or is prohibited by any agreement to
which the Corporation is subject;

          iii. upon the occurrence a Default or Event of Default as defined 
in the Purchase Agreement;

          iv.  any representation or warranty contained in the Purchase 
Agreement or required to be furnished to any holder of Series A Preferred 
Stock pursuant to the Purchase Agreement, or any information contained in 
writing required to be furnished by the Corporation or any Subsidiary to any 
holder of Series A Preferred Stock, is false or misleading in any material 
respect on the date made or furnished; or

          v.   the Corporation or any Subsidiary makes an assignment for the 
benefit of creditors or admits in writing its inability to pay its debts 
generally as they become due; or an order, judgment or decree is entered 
adjudicating the Corporation or any Subsidiary bankrupt or insolvent; or any 
order for relief with respect to the Corporation or any Subsidiary is entered 
under the Federal Bankruptcy Code; or the Corporation or any Subsidiary 
petitions or applies to any tribunal for the appointment of a custodian, 
trustee, receiver or liquidator of the Corporation or any Subsidiary or of 
any substantial part of the assets of the Corporation or any Subsidiary, or 
commences any proceeding (other than a proceeding for the voluntary 
liquidation and dissolution of a Subsidiary) relating to the Corporation or 
any Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, 
readjustment of debt, dissolution or liquidation law of any jurisdiction; or 
any such petition or application is filed, or any such proceeding is 
commenced, against the Corporation or any Subsidiary and either (a) the 
Corporation or any such Subsidiary by any act indicates its approval

                                         -8-

<PAGE>

thereof, consent thereto or acquiescence therein or (b) such petition,
application or proceeding is not dismissed within 60 days.

          (b)  CONSEQUENCES OF CERTAIN EVENTS OF NONCOMPLIANCE.

          i.   If an Event of Noncompliance has occurred, the dividend rate 
per annum on the Series A Preferred Stock shall increase immediately by an 
increment of 3.0 percentage points i.e. the dividend rate will increase from 
8.0% to 11.0% per annum. If such Event of Noncompliance remains uncured for a 
period of 180 days, the dividend rate per annum on the Series A Preferred 
Stock shall increase at the end of such 180 day period from 11.0% to 13.0%. 
Any increase of the dividend rate resulting from the operation of this 
paragraph shall terminate as of the close of business on the date on which no 
Event of Noncompliance exists, subject to subsequent increases pursuant to 
this paragraph.

          ii.  If an Event of Noncompliance has occurred, the holder or holders
of a majority of the Series A Preferred Stock then outstanding may demand (by
written notice delivered to the Corporation) immediate redemption of all or any
portion of the Series A Preferred Stock owned by such holder or holders at a
price per Series A Preferred Share equal to the Liquidation Value thereof (plus
all accrued and unpaid dividends thereon). The Corporation shall give prompt
written notice of such election to the other holders of Series A Preferred Stock
(but in any event within five days after receipt of the initial demand for
redemption), and each such other holder may demand immediate redemption of all
or any portion of such holder's Series A Preferred Stock by giving written
notice thereof to the Corporation within seven days after receipt of the
Corporation's notice. The Corporation shall redeem all Series A Preferred Stock
as to which rights under this paragraph have been exercised within 15 days after
receipt of the initial demand for redemption.

          iii. If any Event of Noncompliance has occurred each Series A Director
shall automatically be entitled to cast two votes with respect to any matter
submitted to a vote of the board of directors. Each Series A Director may
exercise its right to cast two votes in accordance with the preceding sentence
with respect to any matter, including any matter at any annual or other special
meeting of directors, and to the extent and in the manner permitted by
applicable law, pursuant to a written consent in lieu of a meeting of the board
of directors. Such special right shall continue until such time as there is no
longer any Event of Noncompliance in existence, at which time such special right
shall terminate subject to revesting upon the occurrence and continuation of any
Event of Noncompliance which gives rise to such special right hereunder.

          iv.  If any Event of Noncompliance exists, each holder of Series A
Preferred Stock shall also have any other rights which such holder is entitled
to under any contract or agreement at any time and any other rights which such
holder may have pursuant to applicable law.

          8.   REGISTRATION OF TRANSFER. The Corporation shall keep at its
principal office a register for the registration of Series A Preferred Stock.
Upon the surrender of any certificate

                                         -9-

<PAGE>

representing Series A Preferred Stock at such place, the Corporation shall, at
the request of the record holder of such certificate, execute and deliver (at
the Corporation's expense) a new certificate or certificates in exchange
therefor representing in the aggregate the number of Series A Preferred Shares
represented by the surrendered certificate. Each such new certificate shall be
registered in such name and shall represent such number of Series A Preferred
Shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate, and dividends
shall accrue on the Series A Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such Series A Preferred
Stock represented by the surrendered certificate.

          9.   REPLACEMENT. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of Series A Preferred Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor or a Purchaser as defined in the Purchase Agreement, its
own agreement shall be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of Series A Preferred Shares of such class represented
by such lost, stolen, destroyed or mutilated certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate, and dividends shall
accrue on the Series A Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          10.  AMENDMENT AND WAIVER. No amendment, modification or waiver shall
be binding or effective with respect to any provision hereof, without the prior
written consent of the holders of a majority of the Series A Preferred Stock
outstanding at the time such action is taken.

          11. NOTICES. Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any stockholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                                 * * * * * * * * * *

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<PAGE>

           IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed this 30th day of September, 1998.



                                                  ZIMMERMAN SIGN COMPANY

                                                  /s/ Jeffrey Johnson V.P.
                                                  -----------------------------
                                                  By:  Jeffrey Johnson

                                                  Its: VP, CFO

<PAGE>

                                ZIMMERMAN SIGN COMPANY

                           CERTIFICATE OF DESIGNATION OF
                             PREFERRED STOCK, SERIES B

          Zimmerman Sign Company, a Texas corporation (the "CORPORATION") 
certifies that pursuant to Article IV of its Amended and Restated Certificate 
of Incorporation (the "CERTIFICATE") and in accordance with the provisions of 
Section 2.13 of the Texas Business Corporation Act its Board of Directors 
adopted the following resolution on September 29, 1998 creating a series of 
preferred shares.

          RESOLVED, that a series of authorized preferred shares of the
Corporation is hereby created, having the designation, par value, voting,
participation and other rights and restrictions set out below. All capitalized
terms used herein and not defined shall have the meanings ascribed to them in
the Certificate.

          1.   DESIGNATION AND NUMBER. The shares of such class shall be
designated "Preferred Stock, Series B" (the "SERIES B PREFERRED STOCK").  The
number of shares initially constituting the Series B Preferred Stock shall be
7,000, which number may be decreased (but not increased) by the Board of
Directors without a vote of shareholders; PROVIDED that such number may not be
decreased below the number of then outstanding shares of Series B Preferred
Stock.

          2.   RANKING. The Series B Preferred Stock shall, with respect to 
dividend rights and right upon liquidation, winding up and dissolution, rank 
(a) junior to the Corporation Preferred Stock, Series A (the "SERIES A 
PREFERRED STOCK") and all other classes and series of stock of the 
Corporation now or hereinafter authorized, issued or outstanding, including 
any classes or series of preferred stock which by their terms expressly 
provide that they are senior to the Series B Preferred Stock (collectively, 
the "SENIOR STOCK"), (b) senior to all classes of Common Stock of the 
Corporation now or hereinafter authorized, issued or outstanding, and senior 
to any classes or series of preferred stock which by their terms expressly 
provide that they are junior to the Series B Preferred Stock (collectively, 
the "JUNIOR STOCK") and (c) PARI PASSU to the Corporation's Preferred Stock, 
Series C (the "SERIES B PREFERRED STOCK") and all other classes and series of 
stock of the Corporation now or hereinafter authorized, issued or 
outstanding, including any classes or series of preferred stock, which by 
their terms expressly provide that they rank on a parity with respect to 
priority on distribution, in each case upon a liquidation, dissolution or 
winding up of the Corporation with the Series B Preferred Stock (the "PARITY 
STOCK").

          3.   DIVIDENDS.

<PAGE>

          (a)  GENERAL OBLIGATION. When and as declared by the Corporation's 
Board of Directors and to the extent permitted under the Texas Business 
Corporation Act and other applicable law and not prohibited by the terms of 
the Series A Preferred Stock, the Corporation shall pay preferential 
dividends in cash to the holders of the Series B Preferred Stock as provided 
in this SECTION 2. Dividends on each share of the Series B Preferred Stock (a 
"SERIES B PREFERRED SHARE") shall accrue on a daily basis at the rate of 6% 
per annum of the sum of $100.00 (the "LIQUIDATION VALUE") plus all 
accumulated and unpaid dividends thereon from and including the date of 
issuance of such Series B Preferred Share to and including the first to occur 
of (i) the date on which the Liquidation Value of such Series B Preferred 
Share (plus all accrued and unpaid dividends thereon) is paid to the holder 
thereof in connection with the liquidation of the Corporation or the 
redemption of such Series B Preferred Share by the Corporation or (ii) the 
date on which such share is otherwise acquired by the Corporation; PROVIDED, 
HOWEVER, the Corporation shall not pay dividends to the holders of Series B 
Preferred Stock so long as a Default or Event of Default (as defined in the 
Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement, 
dated as of September 30, 1998, by and among the Corporation, and certain 
investors (the "PURCHASE AGREEMENT")) or an Event of Noncompliance (as 
defined in the Certificate of Designation, Series A) is in existence 
immediately prior to or would be in existence immediately after such dividend 
payment.  Such dividends shall accrue whether or not they have been declared 
and whether or not there are profits, surplus or other funds of the 
Corporation legally available for the payment of dividends (other than 
dividends on capital stock of the Corporation paid with shares of stock of 
the same class), and such dividends shall be cumulative such that all accrued 
and unpaid dividends shall be fully paid or declared with funds irrevocably 
set apart for payment before any dividends, distributions, redemptions or 
other payments may be made with respect to the Junior Stock. The date on 
which the Corporation initially issues any Series B Preferred Share shall be 
deemed to be its "date of issuance" regardless of the number of times 
transfer of such Series B Preferred Share is made on the stock records 
maintained by or for the Corporation and regardless of the number of 
certificates which may be issued to evidence such Series B Preferred Share. 
The Series B Preferred Stock shall not be entitled to receive any dividends 
declared by the Corporation except as provided in this SECTION 3(a).

          (b)  DIVIDEND REFERENCE DATES. To the extent not paid on June 15 
and December 15 of each year, beginning December 31, 1998 (the "DIVIDEND 
REFERENCE DATES"), all dividends which have accrued on each Series B 
Preferred Share outstanding during the sixth-month period (or other period in 
the case of the initial Dividend Reference Date) ending upon each such 
Dividend Reference Date shall be accumulated and shall remain accumulated 
dividends with respect to such Series B Preferred Share until paid to the 
holder thereof.

          (c)  DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. Except as otherwise 
provided herein, if at any time the Corporation pays less than the total 
amount of dividends then accrued with respect to the Series B Preferred 
Stock, such payment shall be distributed pro rata among the holders thereof 
based upon the aggregate accrued but unpaid dividends on the Series B 
Preferred Shares held by each such holder.

                                         -2-

<PAGE>

          (d)  PAYMENT OF DIVIDENDS WITH SHARES. Notwithstanding any other 
provision of this SECTION 3, in the sole discretion of the Corporation, any 
dividends accruing on the Series B Preferred Stock may be paid in lieu of 
cash dividends by the issuance of additional Series B Preferred Shares 
(including fractional Series B Preferred Shares) having an aggregate 
Liquidation Value at the time of such payment equal to the amount of the 
dividend to be paid; provided that if the Corporation pays less than the 
total amount of dividends then accrued on the Series B Preferred in the form 
of additional Series B Preferred Shares, such payment in Series B Preferred 
Shares shall be made pro rata among the holders of Series B Preferred Stock 
based upon the aggregate accrued but unpaid dividends on the Series B 
Preferred Shares held by each such holder. If and when any Series B Preferred 
Shares are issued under this SECTION 1(d) for the payment of accrued 
dividends, such Series B Preferred Shares shall be deemed to be validly issued 
and outstanding and fully paid and nonassessable.

          4.   LIQUIDATION.

          (a)  Upon any liquidation, dissolution or winding up of the 
Corporation (whether voluntary or involuntary), each holder of Series B 
Preferred Stock shall be entitled to be paid, before any distribution or 
payment is made upon any Junior Stock, an amount in cash equal to the 
aggregate Liquidation Value of all Series B Preferred Shares held by such 
holder (plus all accrued and unpaid dividends thereon), and the holders of 
Series B Preferred Stock shall not be entitled to any further payment. If upon 
any such liquidation, dissolution or winding up of the Corporation the 
Corporation's assets to be distributed among the holders of the Series B 
Preferred Stock are insufficient to permit payment to such holders of the 
aggregate amount which they are entitled to be paid under this SECTION 3, then 
the entire assets available to be distributed to the Corporation's 
shareholders shall be distributed pro rata among such holders based upon the 
aggregate Liquidation Value (plus all accrued and unpaid dividends) of the 
Series B Preferred Stock held by each such holder. Prior to the liquidation, 
dissolution or winding up of the Corporation, the Corporation shall declare 
for payment all accrued and unpaid dividends with respect to the Series B 
Preferred Stock, but only to the extent of funds of the Corporation legally 
available for the payment of dividends. Not more than 60 days nor less than 30 
days prior to the payment date stated therein, the Corporation shall mail 
written notice of any such liquidation, dissolution or winding up to each 
record holder of Series B Preferred Stock, setting forth in reasonable detail 
the amount of proceeds to be paid with respect to each share of capital stock 
of the Company, including the Series B Preferred Stock, and each share of 
Common Stock in connection with such liquidation, dissolution or winding up.

          (b)  Upon any liquidation, dissolution or winding up of the
Corporation, payment shall be made to the holders of the Series B Preferred
Stock, in the amounts herein fixed, before any payment shall be made or assets
distributed to the holders of the Junior Stock. 

                                         -3-

<PAGE>

          5.   REDEMPTIONS. To the extent permitted under the Texas Business
Corporation Act and other applicable law:

          (a)  SCHEDULED REDEMPTION. On September 30, 2008 (the "SCHEDULED
REDEMPTION DATE"), the Corporation shall redeem all outstanding shares of Series
B Preferred Stock at a price per Series B Preferred Share equal to the
Liquidation Value thereof (plus accrued and unpaid dividends thereon).

          (b)  OPTIONAL REDEMPTIONS. The Corporation may at any time and from
time to time redeem all or any portion of the shares of Series B Preferred Stock
then outstanding. Upon any such redemption, the Corporation shall pay a price
per Series B Preferred Share equal to the Liquidation Value thereof (plus all
accrued and unpaid dividends thereon).

          (c)  REDEMPTION PAYMENTS. For each Series B Preferred Share which is
to be redeemed hereunder, the Corporation shall be obligated on the Redemption
Date to pay to the holder thereof (upon surrender by such holder at the
Corporation's principal office of the certificate representing such Series B
Preferred Share) an amount in immediately available funds equal to the
Liquidation Value of such Series B Preferred Share (plus all accrued and unpaid
dividends thereon). If the funds of the Corporation legally available for
redemption of Series B Preferred Shares on any Redemption Date are insufficient
to redeem the total number of Series B Preferred Shares to be redeemed on such
date, those funds which are legally available shall be used to redeem the
maximum possible number of Series B Preferred Shares pro rata among the holders
of the Series B Preferred Shares to be redeemed based upon the aggregate
Liquidation Value of such Series B Preferred Shares held by each such holder
(plus all accrued and unpaid dividends thereon). The Series B Preferred Shares
not redeemed shall remain outstanding and entitled to all of the rights and
preferences hereunder. At any time thereafter when additional funds of the
Corporation are legally available for the redemption of Series B Preferred
Shares, such funds shall immediately be used to redeem the balance of the Series
B Preferred Shares which the Corporation has become obligated to redeem on any
Redemption Date but which it has not redeemed.

          The term "REDEMPTION DATE," as to any Series B Preferred Share, means
the Scheduled Redemption Date or such other date specified in the notice of any
redemption at the Corporation's option or at the holder's option or the
applicable date specified herein in the case of any other redemption.

          (d)  NOTICE OF REDEMPTION. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Series B
Preferred Stock to each record holder thereof not more than 60 nor less than 30
days prior to the date on which such redemption is to be made. In case fewer
than the total number of Series B Preferred Shares represented by any
certificate are redeemed, a new certificate representing the number of
unredeemed Series B Preferred Shares shall be issued to the holder thereof
without cost to such holder within fifteen business days after surrender of the
certificate representing the redeemed Series B Preferred Shares.

                                         -4-

<PAGE>

          (e)  DETERMINATION OF THE NUMBER OF EACH HOLDER'S SERIES B 
PREFERRED SHARES TO BE REDEEMED. The number of Series B Preferred Shares to 
be redeemed from each holder thereof in redemptions hereunder shall be the 
number of Series B Preferred Shares determined by multiplying the total 
number of Series B Preferred Shares to be redeemed times a fraction, the 
numerator of which shall be the total number of Series B Preferred Shares 
then held by such holder and the denominator of which shall be the total 
number of Series B Preferred Shares then outstanding.

          (f)  DIVIDENDS AFTER REDEMPTION DATE. No Series B Preferred Share 
shall be entitled to any dividends accruing after the Redemption Date of such 
Series B Preferred Share if the Liquidation Value (plus all accrued and 
unpaid dividends thereon) is paid to the holder of such Series B Preferred 
Share on the Redemption Date. On such date, all rights of the holder of such 
Series B Preferred Share shall cease, and such Series B Preferred Share shall 
no longer be deemed to be issued and outstanding.

          (g)  REDEEMED OR OTHERWISE ACQUIRED SERIES B PREFERRED SHARES. Any
Series B Preferred Shares which are redeemed or otherwise acquired by the
Corporation shall be canceled and retired to authorized but unissued shares and
shall not be reissued, sold or transferred.

          (h)  OTHER REDEMPTIONS OR ACQUISITIONS. The Corporation shall not, nor
shall it permit any Subsidiary to, redeem or otherwise acquire any shares of
Series B Preferred Stock, except as expressly authorized herein.

          (i)  REDEMPTION PROHIBITED. Notwithstanding anything contained 
herein to the contrary, the Corporation shall not redeem any shares of Series 
B Preferred Stock so long as any shares of Series A Preferred are outstanding.

          6.   VOTING RIGHTS. Except as otherwise provided herein and as
otherwise required by applicable law, the Series B Preferred Stock shall have no
voting rights; provided that each holder of Series B Preferred Stock shall be
entitled to notice of all shareholders meetings at the same time and in the same
manner as notice is given to all shareholders entitled to vote at such meetings.

          7. REGISTRATION OF TRANSFER. The Corporation shall keep at its 
principal office a register for the registration of Series B Preferred Stock. 
Upon the surrender of any certificate representing Series B Preferred Stock 
at such place, the Corporation shall, at the request of the record holder of 
such certificate, execute and deliver (at the Corporation's expense) a new 
certificate or certificates in exchange therefor representing in the 
aggregate the number of Series B Preferred Shares represented by the 
surrendered certificate. Each such new certificate shall be registered in 
such name and shall represent such number of Series B Preferred Shares as is 
requested by the holder of the surrendered certificate and shall be 
substantially identical in form to the surrendered certificate, and dividends 
shall accrue on the Series B Preferred Stock represented by such new 
certificate from the date to which dividends have been fully paid on such 
Series B Preferred Stock represented by the surrendered certificate.

                                         -5-

<PAGE>

          8.   REPLACEMENT. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of Series B Preferred Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor or a Purchaser as defined in the Purchase Agreement, its
own agreement shall be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of Series B Preferred Shares of such class represented
by such lost, stolen, destroyed or mutilated certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate, and dividends shall
accrue on the Series B Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          9.   AMENDMENT AND WAIVER. No amendment, modification or waiver shall
be binding or effective with respect to any provision hereof, without the prior
written consent of the holders of a majority of the Series B Preferred Stock
outstanding at the time such action is taken.

          10.  NOTICES. Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any shareholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                                 * * * * * * * * * *




                                         -6-

<PAGE>

           IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed this 30th day of September, 1998.


                                                  ZIMMERMAN SIGN COMPANY

                                                      /s/ Jeffrey Johnson V.P.
                                                  ----------------------------
                                                  By:  Jeffrey Johnson

                                                  Its: VP, CFO




<PAGE>

                                ZIMMERMAN SIGN COMPANY

                           CERTIFICATE OF DESIGNATION OF
                             PREFERRED STOCK SERIES C

          Zimmerman Sign Company, a Texas corporation (the "CORPORATION")
certifies that pursuant to Article IV of its Amended and Restated Certificate of
Incorporation (the "CERTIFICATE") and in accordance with the provisions of
Section 2.13 of the Texas Business Corporation Act its Board of Directors
adopted the following resolution on September 29, 1998 creating a series of
preferred shares.

          RESOLVED, that a series of authorized preferred shares of the
Corporation is hereby created, having the designation, par value, voting,
participation and other rights and restrictions set out below. All capitalized
terms used herein and not defined shall have the meanings ascribed to them in
the Certificate.

          1.   DESIGNATION AND NUMBER. The shares of such class shall be
designated "Preferred Stock, Series C" (the "SERIES C PREFERRED STOCK"). The
number of shares initially constituting the Series C Preferred Stock shall be
6,250, which number may be decreased (but not increased) by the Board of
Directors without a vote of shareholders; PROVIDED that such number may not
be decreased below the number of then outstanding shares of Series C Preferred
Stock.

          2.   RANKING.  The Series C Preferred Stock shall, with respect to 
dividend rights and right upon liquidation, winding up and dissolution, rank 
(a) junior to the Corporation's Preferred Stock, Series A (the "SERIES A 
PREFERRED STOCK") and all other classes and series of stock of the 
Corporation now or hereinafter authorized, issued or outstanding, including 
any classes or series of preferred stock which by their terms expressly 
provide that they are senior to the Series C Preferred Stock (collectively, 
the "SENIOR STOCK"), (b) senior to all classes of Common Stock of the 
Corporation now or hereinafter authorized, issued or outstanding, and senior 
to any classes or series of preferred stock which by their terms expressly 
provide that they are junior to the Series C Preferred Stock (collectively, 
the "JUNIOR STOCK"), and (c) PARI PASSU to the Corporation's Preferred Stock, 
Series B (the "SERIES B PREFERRED STOCK") and all other classes and series of 
stock of the Corporation now or hereinafter authorized, issued or 
outstanding, including any classes or series of preferred stock, which by 
their terms expressly provide that they rank on a parity with respect to 
priority on distribution, in each case upon a liquidation, dissolution or 
winding up of the Corporation with the Series C Preferred Stock (the "PARITY 
STOCK").

          3.   DIVIDENDS.

          (a)  GENERAL OBLIGATION. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the Texas Business
Corporation Act and other applicable 

<PAGE>

law and not prohibited by the terms of the Series C Preferred Stock, the 
Corporation shall pay preferential dividends in cash to the holders of the 
Series A Preferred Stock as provided in this SECTION 2. Dividends on each 
share of the Series C Preferred Stock (a "SERIES C PREFERRED SHARE") shall 
accrue on a daily basis at the rate of 6% per annum of the sum of $100.00 
(the "LIQUIDATION VALUE") plus all accumulated and unpaid dividends thereon 
from and including the date of issuance of such Series C Preferred Share to 
and including the first to occur of (i) the date on which the Liquidation 
Value of such Series C Preferred Share (plus all accrued and unpaid 
dividends thereon) is paid to the holder thereof in connection with the 
liquidation of the Corporation or the redemption of such Series C Preferred 
Share by the Corporation or (ii) the date on which such share is otherwise 
acquired by the Corporation; PROVIDED, HOWEVER, the Corporation shall not pay 
dividends to the holders of Series C Preferred Stock so long as a Default or 
Event of Default (as defined in the Senior Subordinated Note, Preferred Stock 
and Warrant Purchase Agreement, dated as of September 30, 1998, by and among 
the Corporation and certain investors (the "PURCHASE AGREEMENT")) or an 
Event of Noncompliance (as defined in the Certificate of Designation, Series 
A) is in existence immediately prior to or would be in existence immediately 
after such dividend payment. Such dividends shall accrue whether or not they 
have been declared and whether or not there are profits, surplus or other 
funds of the Corporation legally available for the payment of dividends 
(other than dividends on capital stock of the Corporation paid with shares of 
stock of the same class), and such dividends shall be cumulative such that 
all accrued and unpaid dividends shall be fully paid or declared with funds 
irrevocably set apart for payment before any dividends, distributions, 
redemptions or other payments may be made with respect to the Junior Stock. 
The date on which the Corporation initially issues any Series C Preferred 
Share shall be deemed to be its "date of issuance" regardless of the number 
of times transfer of such Series C Preferred Share is made on the stock 
records maintained by or for the Corporation and regardless of the number of 
certificates which may be issued to evidence such Series C Preferred Share. 
The Series C Preferred Stock shall not be entitled to receive any dividends 
declared by the Corporation except as provided in this SECTION 3(a).

          (b)  DIVIDEND REFERENCE DATES.  To the extent not paid on June 15 and
December 15 of each year, beginning December 31, 1998 (the "DIVIDEND REFERENCE
DATES"), all dividends which have accrued on each Series C Preferred Share
outstanding during the sixth-month period (or other period in the case of the
initial Dividend Reference Date) ending upon each such Dividend Reference Date
shall be accumulated and shall remain accumulated dividends with respect to such
Series C Preferred Share until paid to the holder thereof.

          (c)  DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. Except as otherwise 
provided therein, if at any time the Corporation pays less than the total 
amount of dividends then accrued with respect to the Series C Preferred 
Stock, such payment shall be distributed pro rata among the holders thereof 
based upon the aggregate accrued but unpaid dividends on the Series C 
Preferred Shares held by each such holder.

          (d)  PAYMENT OF DIVIDENDS WITH SHARES. Notwithstanding any other
provision of this SECTION 3, in the sole discretion of the Corporation, any
dividends accruing on the Series C

                                         -2-

<PAGE>

Preferred Stock may be paid in lieu of cash dividends by the issuance of
additional Series C Preferred Shares (including fractional Series C Preferred
Shares) having an aggregate Liquidation Value at the time of such payment
equal to the amount of the dividend to be paid; provided that if the
Corporation pays less than the total amount of dividends then accrued on the
Series C Preferred in the form of additional Series C Preferred Shares, such
payment in Series C Preferred Shares shall be made pro rata among the holders of
Series C Preferred Stock based upon the aggregate accrued but unpaid dividends
on the Series C Preferred Shares held by each such holder. If and when any
Series C Preferred Shares are issued under this SECTION 1(d) for the payment of
accrued dividends, such Series C Preferred Shares shall be deemed to be validly
issued and outstanding and fully paid and nonassessable.

          4.   LIQUIDATION.

          (a)  Upon any liquidation, dissolution or winding up of the 
Corporation (whether voluntary or involuntary), each holder of Series C 
Preferred Stock shall be entitled to be paid, before any distribution or 
payment is made upon any Junior Stock, an amount in cash equal to the 
aggregate Liquidation Value of all Series C Preferred Shares held by such 
holder (plus all accrued and unpaid dividends thereon), and the holders of 
Series C Preferred Stock shall not be entitled to any further payment. If 
upon any such liquidation, dissolution or winding up of the Corporation the 
Corporation's assets to be distributed among the holders of the Series C 
Preferred Stock are insufficient to permit payment to such holders of the 
aggregate amount which they are entitled to be paid under this SECTION 3, 
then the entire assets available to be distributed to the Corporation's 
shareholders shall be distributed pro rata among such holders based upon the 
aggregate Liquidation Value (plus all accrued and unpaid dividends) of the 
Series C Preferred Stock held by each such holder. Prior to the liquidation, 
dissolution or winding up of the Corporation, the Corporation shall declare 
for payment all accrued and unpaid dividends with respect to the Series C 
Preferred Stock, but only to the extent of funds of the Corporation legally 
available for the payment of dividends. Not more than 60 days nor less than 30 
days prior to the payment date stated therein, the Corporation shall mail 
written notice of any such liquidation, dissolution or winding up to each 
record holder of Series C Preferred Stock, setting forth in reasonable detail 
the amount of proceeds to be paid with respect to each share of capital stock 
of the Company, including the Series C Preferred Stock, and each share of 
Common Stock in connection with such liquidation, dissolution or winding up.

          (b)  Upon any liquidation, dissolution or winding up of the
Corporation, payment shall be made to the holders of the Series C Preferred
Stock, in the amounts herein fixed, before any payment shall be made or assets
distributed to the holders of the Junior Stock.

                                         -3-

<PAGE>

          5.   REDEMPTIONS. To the extent permitted under the Texas Business
Corporation Act and other applicable law:

          (a)  SCHEDULED REDEMPTION. On the earlier of (i) September 30, 2008
and (ii) the sixth-month anniversary of the redemption in full of all Series A
Preferred Stock (the "SCHEDULED REDEMPTION DATE"), the Corporation shall redeem
all outstanding shares of Series C Preferred Stock at a price per Series C
Preferred Share equal to the Liquidation Value thereof (plus accrued and unpaid
dividends thereon).

          (b)  OPTIONAL REDEMPTIONS. The Corporation may at any time and from
time to time redeem all or any portion of the shares of Series C Preferred Stock
then outstanding. Upon any such redemption, the Corporation shall pay a price
per Series C Preferred Share equal to the Liquidation Value thereof (plus all
accrued and unpaid dividends thereon).

          (c)  REDEMPTION PAYMENTS. For each Series C Preferred Share which 
is to be redeemed hereunder, the Corporation shall be obligated on the 
Redemption Date to pay to the holder thereof (upon surrender by such holder 
at the Corporation's principal office of the certificate representing such 
Series C Preferred Share) an amount in immediately available funds equal to 
the Liquidation Value of such Series C Preferred Share (plus all accrued and 
unpaid dividends thereon). If the funds of the Corporation legally available 
for redemption of Series C Preferred Shares on any Redemption Date are 
insufficient to redeem the total number of Series C Preferred Shares to be 
redeemed on such date, those funds which are legally available shall be used 
to redeem the maximum possible number of Series C Preferred Shares pro rata 
among the holders of the Series C Preferred Shares to be redeemed based upon 
the aggregate Liquidation Value of such Series C Preferred Shares held by 
each such holder (plus all accrued and unpaid dividends thereon). The Series 
C Preferred Shares not redeemed shall remain outstanding and entitled to all 
of the rights and preferences hereunder. At any time thereafter when 
additional funds of the Corporation are legally available for the redemption 
of Series C Preferred Shares, such funds shall immediately be used to redeem 
the balance of the Series C Preferred Shares which the Corporation has become 
obligated to redeem on any Redemption Date but which it has not redeemed.

          The term "REDEMPTION DATE," as to any Series C Preferred Share, means
the Scheduled Redemption Date or such other date specified in the notice of any
redemption at the Corporation's option or at the holder's option or the
applicable date specified herein in the case of any other redemption.

          (d)  NOTICE OF REDEMPTION. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Series C
Preferred Stock to each record holder thereof not more than 60 nor less than 30
days prior to the date on which such redemption is to be made. In case fewer
than the total number of Series C Preferred Shares represented by any
certificate are redeemed, a new certificate representing the number of
unredeemed Series C Preferred Shares 

                                         -4-

<PAGE>

shall be issued to the holder thereof without cost to such holder within 
fifteen business days after surrender of the certificate representing the 
redeemed Series C Preferred Shares.

          (e)  DETERMINATION OF THE NUMBER OF EACH HOLDER'S SERIES C PREFERRED
SHARES TO BE REDEEMED. The number of Series C Preferred Shares to be redeemed
from each holder thereof in redemptions hereunder shall be the number of Series
C Preferred Shares determined by multiplying the total number of Series C
Preferred Shares to be redeemed times a fraction, the numerator of which shall
be the total number of Series C Preferred Shares then held by such holder and
the denominator of which shall be the total number of Series C Preferred Shares
then outstanding.

          (f)  DIVIDENDS AFTER REDEMPTION DATE. No Series C Preferred Share
shall be entitled to any dividends accruing after the Redemption Date of such
Series C Preferred Share if the Liquidation Value (plus all accrued and unpaid
dividends thereon) is paid to the holder of such Series C Preferred Share on the
Redemption Date. On such date, all rights of the holder of such Series C
Preferred Share shall cease, and such Series C Preferred Share shall no longer
be deemed to be issued and outstanding.

          (g)  REDEEMED OR OTHERWISE ACQUIRED SERIES C PREFERRED SHARES. Any
Series C Preferred Shares which are redeemed or otherwise acquired by the
Corporation shall be canceled and retired to authorized but unissued shares and
shall not be reissued, sold or transferred.

          (h)  OTHER REDEMPTIONS OR ACQUISITIONS. The Corporation shall not, nor
shall it permit any Subsidiary to, redeem or otherwise acquire any shares of
Series B Preferred Stock, except as expressly authorized herein.

          (i)  REDEMPTION PROHIBITED. Notwithstanding anything contained herein
to the contrary, the Corporation shall not redeem any shares of Series C
Preferred Stock so long as any shares of Series A Preferred are outstanding.

          6.   VOTING RIGHTS. Except as otherwise provided herein and as 
otherwise required by applicable law, the Series C Preferred Stock shall have 
no voting rights; provided that each holder of Series C Preferred Stock shall 
be entitled to notice of all shareholders meetings at the same time and in 
the same manner as notice is given to all shareholders entitled to vote at 
such meetings.

          7.   REGISTRATION OF TRANSFER. The Corporation shall keep at its 
principal office a register for the registration of Series C Preferred Stock. 
Upon the surrender of any certificate representing Series C Preferred Stock 
at such place, the Corporation shall, at the request of the record holder of 
such certificate, execute and deliver (at the Corporation's expense) a new 
certificate or certificates in exchange therefor representing in the 
aggregate the number of Series C Preferred Shares represented by the 
surrendered certificate. Each such new certificate shall be registered in 
such name and shall represent such number of Series C Preferred Shares as is 
requested by the holder of the surrendered certificate and shall be 
substantially identical in form to the surrendered

                                         -5-

<PAGE>

certificate, and dividends shall accrue on the Series C Preferred Stock
represented by such new certificate from the date to which dividends have been
fully paid on such Series C Preferred Stock represented by the surrendered
certificate.

          8.   REPLACEMENT. Upon receipt of evidence reasonably satisfactory to
the Corporation (an affidavit of the registered holder shall be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing shares of Series C Preferred Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor or a Purchaser as defined in the Purchase Agreement, its
own agreement shall be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of Series C Preferred Shares of such class represented
by such lost, stolen, destroyed or mutilated certificate and dated the date of
such lost, stolen, destroyed or mutilated certificate, and dividends shall
accrue on the Series C Preferred Stock represented by such new certificate from
the date to which dividends have been fully paid on such lost, stolen, destroyed
or mutilated certificate.

          9.   AMENDMENT AND WAIVER. No amendment, modification or waiver shall
be binding or effective with respect to any provision hereof, without the prior
written consent of the holders of a majority of the Series B Preferred Stock
outstanding at the time such action is taken.

          10.  NOTICES. Except as otherwise expressly provided hereunder, all
notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested and postage prepaid, or
by reputable overnight courier service, charges prepaid, and shall be deemed to
have been given when so mailed or sent (i) to the Corporation, at its principal
executive offices and (ii) to any shareholder, at such holder's address as it
appears in the stock records of the Corporation (unless otherwise indicated by
any such holder).

                                 * * * * * * * * * *



                                         -6-

<PAGE>

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed this 30th day of September, 1998.

                                             ZIMMERMAN SIGN COMPANY

                                                      /s/ Jeffrey Johnson V.P.
                                                     --------------------------
                                                  By:  Jeffrey Johnson

                                                  Its: VP, CFO