SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

This Amendment No. 1 (this "Statement") to the initial Schedule 13D Statement dated as of October 9, 1998 (the "Initial Statement"), relates to the Common Stock $.01 par value (the "Common Stock") of Zimmerman Sign Company, a Texas corporation (the "Issuer"). The principal executive offices of the Issuer are located at 9846 Highway 31 East, Tyler, Texas, 75705. This Statement amends and restates the Initial Statement in its entirety.

This Statement is being filed jointly by each of the following persons pursuant to Rules 13d-1(a) and 13d-2(a) promulgated by the Securities and Exchange Commission (the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (i) Continental Illinois Venture Corporation, a Delaware corporation ("CIVC"), by virtue of its direct beneficial ownership of Common Stock and Warrants (as defined below) currently exercisable into shares of Common Stock covered by this Statement; (ii) Bank of America, National Association, a national banking association ("BA Bank"), by virtue of its ownership of all of the outstanding capital stock of CIVC; (iii) NB Holdings Corporation, a Delaware corporation ("NB"), by virtue of its ownership of all of the outstanding capital stock of BA Bank, (iv) Bank of America Corporation, a Delaware corporation ("BAC"), by virtue of its ownership of all of the outstanding capital stock of NB; (v) MIG Partners VIII, a Delaware general partnership ("MIG"), by virtue of its direct beneficial ownership of Common Stock and Warrants currently exercisable into shares of Common Stock covered by this Statement; (vi) Sheryl E. Bartol, an individual residing in the state of Illinois ("Bartol"), by virtue of her being a general partner of MIG; (vii) Matthew W. Clary, an individual residing in the state of Illinois ("Clary"), by virtue of his being a general partner of MIG; (viii) Andrea P. Joselit, an individual residing in the state of Illinois ("Joselit"), by virtue of her being a general partner of MIG; (ix) Jeffrey M. Mann, an individual residing in the state of Illinois ("Mann"), by virtue of his being a general partner of MIG; (x) Dennis P. McCrary, an individual residing in the state of Illinois ("McCrary"), by virtue of his being a general partner of MIG; (xi) Jason A. Mehring, an individual residing in the state of Illinois ("Mehring"), by virtue of his being a general partner of MIG; and (xii) Robert F. Perille, an individual residing in the state of Illinois ("Perille"), by virtue of his being a general partner of MIG. Bartol, Clary, Joselit, Mann, McCrary, Mehring and Perille are sometimes referred to herein individually as a "General Partner" and collectively as the "General Partners." CIVC, BA Bank, NB, BAC, MIG and each General Partner are sometimes referred to herein individually as a "Reporting Person" and collectively as the "Reporting Persons."

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person. By their signature on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person.

CIVC and MIG may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act. This filing shall not be deemed an admission that CIVC, on the one hand, and MIG, on the other, is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the shares covered in this Statement as held by the other.

Certain information required by this Item 2 concerning the directors and executive officers of CIVC, BA Bank, NB and BAC is set forth on Schedule A attached hereto, which is incorporated herein by reference. Each of the individuals listed on Schedule A is a citizen of the United States.

CIVC and MIG=s principal business is providing debt and equity financing to businesses in the United States. The address of the principal office of CIVC and MIG is 231 S. LaSalle St., Chicago, Illinois 60697.

BA Bank is a national banking association engaged in the banking business, with a variety of subsidiaries engaged in various activities, including consumer banking, corporate banking, commercial real estate lending and other financial services, middle-market banking, and private banking and investment services. The address of the principal office of BA Bank is Bank of America Corporate Center, 100 N. Tryon Street, Charlotte, NC 28255.

NB is a holding company whose subsidiaries provide diverse financial products and services to individuals, businesses, government agencies and financial institutions throughout the world. The address of the principal office of NB is Bank of America Corporate Center, 100 N. Tryon Street, Charlotte, NC 28255.

BAC is a holding company whose subsidiaries provide diverse financial products and services to individuals, businesses, government agencies and financial institutions throughout the world. The address of the principal office of BAC is Bank of America Corporate Center, 100 N. Tryon, Charlotte, NC 28255.

During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

The Issuer, CIVC, MIG and certain other investors are parties to a Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement, dated September 30, 1998 (as amended, the "Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement, CIVC acquired the Company's stock purchase warrants (the "Warrants") exercisable into 819,310 shares of Common Stock. CIVC utilized internal funds to consummate the acquisition of the Warrants. Pursuant to the Securities Purchase Agreement, MIG acquired Warrants exercisable into 204,827 shares of Common Stock. MIG utilized internal funds and loans from BankAmerica Investment Corporation, an affiliated corporation, to consummate the acquisition of the Warrants. A copy of the Securities Purchase Agreement is attached hereto as Exhibit A and is incorporated herein by reference. Copies of Amendment No. 1 to the Securities Purchase Agreement and Amendment No. 2 to the Securities Purchase Agreement are attached hereto as Exhibit B and Exhibit C, respectively, and each is incorporated herein by reference. On January 27, 1999, the Company cancelled 235,042 Warrants held by CIVC and 58,760 Warrants held by MIG in connection with a repurchase by the Company of shares of its Common Stock held by certain unaffiliated third parties.

The Issuer, CIVC and MIG are parties to a Common Stock Purchase Agreement, dated April 13, 2001 (the "Common Stock Purchase Agreement"). Pursuant to the Common Stock Purchase Agreement, CIVC acquired 1,904,762 shares of Common Stock for an aggregate purchase price of $1,600,000. CIVC utilized internal funds to consummate the acquisition of the Common Stock. In addition, MIG acquired 476,190 shares of Common Stock for an aggregate purchase price of $400,000. MIG utilized internal funds and loans from BankAmerica Investment Corporation, an affiliated corporation, to consummate the acquisition of the Common Stock. A copy of the Common Stock Purchase Agreement is attached hereto as Exhibit D and is incorporated herein by reference.

CIVC and MIG acquired the Warrants pursuant to the Securities Purchase Agreement and the shares of Common Stock pursuant to the Common Stock Purchase Agreement for investment purposes. Depending on market conditions and other factors (including evaluation of the Issuer=s businesses and prospects, availability of funds, alternative uses of funds and general economic conditions), CIVC and MIG may from time to time purchase additional securities of the Issuer or dispose of all or a portion of their investment in the Issuer.

Pursuant to the Securities Purchase Agreement, CIVC and MIG each acquired shares of the Issuer=s Series A Preferred Stock, par value $.01 per share (the "Series A Preferred "). The terms of the Series A Preferred were amended and restated in connection with the execution of the Common Stock Purchase Agreement. Under the terms of the Series A Preferred, as defined in the Amended and Restated Certificate of Designation, Series A (the "Certificate of Designation"), CIVC has the right to designate three members on the Issuer=s board of directors (the "Board"), and each of the directors designated by CIVC is entitled to cast two votes with respect to any vote taken by the Issuer=s Board. A copy of the Certificate of Designation is attached hereto as Exhibit E and is incorporated herein by reference.

The Issuer, CIVC, MIG and certain other stockholders of the Issuer are parties to an Amended and Restated Stockholders Agreement, dated as of April 13, 2001 (the "Stockholders Agreement"), pursuant to which each party thereto has agreed, among other things, to vote all of their shares in favor of those members of the Board designated by CIVC. In addition, pursuant to the terms of the Stockholders Agreement, each party thereto has agreed to vote all of its shares in favor of a Sale of the Company (as defined in the Shareholders Agreement) if proposed by CIVC. As of the date of this Statement, stockholders holding an aggregate of 2,949,291 outstanding shares of Common Stock were parties to the Stockholders Agreement. CIVC expressly disclaims beneficial ownership of all of the shares of Common Stock owned by the other parties to the Shareholders Agreement. A copy of the Stockholders Agreement is attached hereto as Exhibit F and is incorporated herein by reference.

Pursuant to an Amended and Restated Registration Agreement, dated as of April 13, 2001 (the "Registration Agreement"), by and among the Issuer, CIVC, MIG and certain other stockholders of the Issuer, CIVC, MIG and certain other stockholders were granted certain registration rights with respect to their shares of Common Stock (including shares of Common Stock issuable upon exercise of their Warrants). A copy of the Registration Agreement is attached hereto as Exhibit G and is incorporated herein by reference.

The summaries of the agreements referred to in this Item 4 and elsewhere in this Statement are not intended to be complete and are qualified in their entirety by reference to the detailed provisions of such agreements attached as exhibits hereto.

As of the date of this Statement, CIVC is the direct beneficial owner of 1,904,762 shares of Common Stock and Warrants currently exercisable for 584,268 shares of Common Stock. As of the date of this Statement, MIG is the direct beneficial owner of 476,190 shares of Common Stock and Warrants currently exercisable for 146,067 shares of Common Stock. CIVC and MIG may be deemed to constitute a "group" for purposes of Section 13(d)(3) and Rule 13d-5 of the Exchange Act, and therefore each may deemed to own beneficially 3,650,501 shares of Common Stock and Warrants currently exercisable for 730,355 shares of Common Stock, which, when exercised would result in ownership of approximately 71% of the Issuer=s Common Stock (the "Calculated Ownership Percentage") as computed under Rule 13d-3. This filing shall not be deemed an admission that CIVC, on the one hand, or MIG, on the other, is for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of the shares covered in this Statement as held by the other. By virtue of the relationship between BA Bank and CIVC described in Item 2, BA Bank may be deemed to possess indirect beneficial ownership of the shares of Common Stock (including shares of Common Stock issuable upon exercise of Warrants) beneficially owned by CIVC; by virtue of the relationship between NB and BA Bank described in Item 2, NB may be deemed to possess indirect beneficial ownership of the shares of Common Stock (including shares of Common Stock issuable upon exercise of Warrants) beneficially owned by CIVC; and by virtue of the relationship between NB and BAC described in Item 2, BAC may be deemed to possess indirect beneficial ownership of the shares of Common Stock (including shares of Common Stock issuable upon exercise of Warrants) beneficially owned by CIVC. By virtue of their relationship as general partners of MIG, each General Partner may be deemed to possess indirect beneficial ownership of the shares of Common Stock (including shares of Common Stock issuable upon exercise of Warrants) beneficially owned by MIG. The filing of this Statement by BA Bank, NB, BAC and the General Partners shall not be deemed an admission that any of BA Bank, NB, BAC or the General Partners is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the securities covered by this Statement.

The Calculated Ownership Percentage is based upon 4,380,836 shares of Common Stock issued and outstanding, which number of shares represents 3,650,501 shares outstanding as of April 13, 2001 (after giving effect to the transactions contemplated by the Common Stock Purchase Agreement and as represented by the Company in the Common Stock Purchase Agreement), and 730,355 shares of Common Stock issuable upon exercise of the Warrants held by CIVC and MIG.

Within the last 60 days, none of the Reporting Persons has been involved in any transactions involving the Common Stock other than as described herein.

No person (other than the Reporting Persons) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered hereby.

Except as set forth in Item 4, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder=s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or losses, or giving or withholding of proxies.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 23, 2001

CONTINENTAL ILLINOIS VENTURE CORPORATION By: /s/ Robert F. Perille Print Name: Robert F. Perille Its: Managing Director

BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Robert F. Perille Print Name: Robert F. Perille Its: Managing Director

NB HOLDINGS CORPORATION By: /s/ James H. Hance Print Name: James H. Hance Its: Vice Chairman

BANK OF AMERICA CORPORATION By: /s/ Edward J. McCaffrey Print Name: Edward J. McCaffrey Its: Executive Vice President

MIG PARTNERS VIII By: /s/ Robert F. Perille Print Name: Robert F. Perille Its: General Partner

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 23, 2001

/s/ Sheryl E. Bartol Sheryl E. Bartol

/s/ Matthew W. Clary Matthew W. Clary

/s/ Andrea P. Joselit Andrea P. Joselit

/s/ Jeffrey M. Mann Jeffrey M. Mann

/s/ Jason A. Mehring Jason A. Mehring

/s/ Dennis P. McCrary Dennis P. McCrary

/s/ Robert F. Perille Robert F. Perille

SCHEDULE A

The following table sets forth the names, addresses and principal occupations of the directors and executive officers of Continental Illinois Venture Corporation.

DIRECTORS

EXECUTIVE OFFICERS

SCHEDULE A (continued)

The following table sets forth the names, addresses and principal occupations of the directors and executive officers of Bank of America, National Association.

EXECUTIVE OFFICERS

The following table sets forth the names, addresses and principal occupations of the directors and executive officers of NB Holdings Corporation.

DIRECTORS

EXECUTIVE OFFICERS

The following table sets forth the names, addresses and principal occupations of the directors and executive officers of Bank of America Corporation.

DIRECTORS

EXECUTIVE OFFICERS

AMENDMENT NO. 1 TO

SENIOR SUBORDINATED NOTE, PREFERRED STOCK

AND WARRANT PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO THE SENIOR SUBORDINATED NOTE, PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this "Amendment") is made as of September 30, 2000, among Continental Illinois Venture Corporation, a Delaware corporation ("CIVC"), MIG Partners VIII, a Delaware general partnership ("MIG") and Zimmerman Sign Company, a Texas corporation (the "Company"), and amends that certain Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement, dated as of September 30, 1998, by and among CIVC, MIG, the Company and certain members of the Company=s management (the "Purchase Agreement"). CIVC and MIG are collectively referred to herein as the "Purchasers." Except as otherwise indicated herein, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

The Company has requested the Purchasers to modify certain provisions of the Purchase Agreement and the Purchasers desire to modify such provisions subject to the terms and conditions set forth herein.

In consideration of the agreements herein contained, the parties hereto agree as follows:

1. Amendments.

(a) Section 4A(b) of the Purchase Agreement is amended by restating subsection (ii) of such Section as follows:

"(ii) 2.00 to 1.0 for the Measurement Period ending on December 31, 1999 or any date thereafter through June 30, 2000; and 1.55 to 1.0 for the Measurement Period ending on September 30, 2000."

(b) Section 4B(b) of the Purchase Agreement is amended by restating subsection (ii) of such Section as follows:

"(ii) 1.75 to 1.0 for the Measurement Period ending on December 31, 1999 or any date thereafter through June 30, 2000; and 1.55 to 1.0 for the Measurement Period ending on September 30, 2000."

(c) The Purchase Agreement is amended by adding a new Section 4C as follows:

(d) The definition of "Measurement Period" is amended by restating such definition in its entirety as follows:

""Measurement Period" means, as of the last day of any fiscal quarter, the four fiscal quarters ending on such date; provided that, for purposes of calculating Interest Coverage Ratio under Section 4A(b) and Cash Flow Leverage Ratio under Section 4A(c) only, the "Measurement Period" ending September 30, 2000, means the fiscal quarter ending on such date, and the "Measurement Period" ending December 31, 2000, means the two fiscal quarters ending on such date"; and provided further, for purposes of calculating Interest Coverage Ratio under Section 4B(b) only, the "Measurement Period" ending September 30, 2000, means the fiscal quarter ending on such date."

(e) The definition of "Interest Coverage Ratio" is amended by restating such definition in its entirety as follows:

""Interest Coverage Ratio" means, for any period of determination, the ratio of (a) EBITDA to (b) Interest Expense, in each case determined for said period in accordance with GAAP; it being understood that (i) with respect to the Measurement Period ending on September 30, 2000, for purposes of calculating Interest Coverage Ratio under Sections 4A(b) and 4B(b) only, EBITDA and Interest Expense for such period shall be multiplied by four, and (ii) with respect to the Measurement Period ending on December 31, 2000, for purposes of calculating Interest Coverage Ratio under Section 4A(b) only, EBITDA and Interest Expense for such period shall be multiplied by two."

(f) The definition of "Cash Flow Leverage Ratio" is amended by restating such definition in its entirety as follows:

""Cash Flow Leverage Ratio" means, for any period of determination, the ratio of (a) Interest-bearing Indebtedness of the Company and its Subsidiaries (including but not limited to the aggregate principal amount of all outstanding Capitalized Lease Obligations of the Company and its Subsidiaries), all determined as of the last day of that period, to (b) EBITDA for that period, in each case determined in accordance with GAAP; it being understood that (i) with respect to the Measurement Period ending on September 30, 2000, for purposes of calculating Cash Flow Leverage Ratio under Section 4A(c) only, EBITDA for such period shall be multiplied by four, and (ii) with respect to the Measurement Period ending on December 31, 2000, for purposes of calculating Cash Flow Leverage Ratio under Section 4A(c) only, EBITDA for such period shall be multiplied by two.

2. Representations and Warranties of the Company. The Company represents and warrants to the Purchasers that the following statements are, and after giving effect to this Amendment and the execution of the First Amendment to the Second Restated Revolving Credit and Term Loan Agreement in the form and substance previously delivered to the Purchasers (the "Loan Agreement Amendment"), will be true, correct and complete as follows:

(a) The representations and warranties contained in the Purchase Agreement are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof (it being understood that any representation or warranty made as of a specific date shall be true, correct and complete as of such date).

(b) No Event of Default or Default has occurred.

(c) The execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by, the Company and this Amendment is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

(d) The execution, delivery and performance of this Amendment do not conflict with or result in a breach by the Company of any term of any material contract, loan agreement, indenture or other agreement or instrument to which the Company is a party or is subject.

(e) The Company has obtained all necessary corporate, governmental, regulatory and other third party consents and approvals required in connection with its execution, delivery and performance of this Amendment.

3. References to and Effect on the Purchase Agreement.

(a) On and after the effective date of this Amendment, each reference in the Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference to the Purchase Agreement in the other documents (the "Ancillary Documents") delivered in connection with the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended hereby.

(b) Except as specifically amended above, the Purchase Agreement and all other Ancillary Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the holders of Notes under the Purchase Agreement or the Ancillary Documents.

(d) This Amendment shall be binding on the Company and the Purchasers and shall inure to the benefit of the Company and the Purchasers and the successors and assigns of the Purchasers.

4. Expenses. As provided in Section 11A of the Purchase Agreement, the Company agrees to pay all fees and expenses, including reasonable fees and expenses of one counsel, incurred by the Purchasers in connection with this Amendment, promptly upon request therefor by such Purchaser.

5. Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights and obligations of the Company and its stockholders. All other issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the Laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Illinois.

6. Counterparts; Effectiveness. This Amendment may be executed in counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together shall constitute one agreement. This Amendment shall become effective upon the execution of a counterpart hereof by each of the parties hereto and the effectiveness of the Loan Agreement Amendment.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.3 as of the date first written above.

By: _/s/ Robert F. Perille

Its: Managing Director

MIG PARTNERS VIII

By: /s/ Robert F. Perille

Its: General Partner

ZIMMERMAN SIGN COMPANY

By: /s/ Jeffrey Johnson

Its: Vice President and CFO

SIGNATURE PAGE TO AMENDMENT NO.1 TO

AMENDMENT NO. 2 TO

SENIOR SUBORDINATED NOTE, PREFERRED STOCK

AND WARRANT PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO THE SENIOR SUBORDINATED NOTE, PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this "Amendment") is made as of April 13, 2001, among Continental Illinois Venture Corporation, a Delaware corporation ("CIVC"), MIG Partners VIII, a Delaware general partnership ("MIG"), and Zimmerman Sign Company, a Texas corporation (the "Company"), and certain members of the Company's management listed on the signature pages hereto as the "Management Purchasers" (the "Management Purchasers"), and amends that certain Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement, dated as of September 30, 1998, by and among CIVC, MIG, the Company and certain members of the Company=s management (the "Purchase Agreement"). CIVC, MIG and the Management Purchasers are collectively referred to herein as the "Purchasers." Except as otherwise indicated herein, capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

The Company has requested the Purchasers to modify certain provisions of the Purchase Agreement and the Purchasers desire to modify such provisions subject to the terms and conditions set forth herein.

In consideration of the agreements herein contained, the parties hereto agree as follows:

1. Amendments.

(a) Section 4A(a) of the Purchase Agreement is amended by restating such section in its entirety as follows:

(b) Section 4A(b) of the Purchase Agreement is amended by restating such section in its entirety as follows:

"Interest Coverage Ratio. The Company=s Interest Coverage Ratio, calculated as of the last day of any fiscal quarter, for the Measurement Period ending on that date, shall not be less than:

(c) Section 4A(c) of the Purchase Agreement is amended by restating such section in its entirety as follows:

(d) Section 4A(d) of the Purchase Agreement is amended by restating such section in its entirety as follows:

"(d) Tangible Net Worth. The Company shall maintain a Tangible Net Worth not less than the following amounts on the following dates:

(e) The Purchase Agreement is amended by adding a new Section 4A(e) as follows:

"(e) EBITDA. The Company=s EBITDA for any period set forth below will not be less than the amount set forth below for such period:

(f) Section 4B(a) of the Purchase Agreement is amended by restating such section in its entirety as follows:

(g) Section 4B(b) of the Purchase Agreement is amended by restating such section in its entirety as follows:

"Interest Coverage Ratio. The Company=s Interest Coverage Ratio, calculated as of the last day of any fiscal quarter, for the Measurement Period ending on that date, shall not be less than:

(h) Section 4B(c) of the Purchase Agreement is amended by restating such section in its entirety as follows:

(i) Section 4B(d) of the Purchase Agreement is amended by restating such section in its entirety as follows:

"(d) Tangible Net Worth. The Company shall maintain a Tangible Net Worth not less than the following amounts on the following dates:

(j) The Purchase Agreement is amended by adding a new Section 4B(e) as follows:

"(e) EBITDA. The Company=s EBITDA for any period set forth below will not be less than the amount set forth below for such period:

(k) Section 4C of the Purchase Agreement is hereby deleted in its entirety.

(l) The definition of "EBITDA" is amended by adding the following new sentence, to follow the existing language in such definition:

(m) Section 9A of the Purchase Agreement is amended by deleting the definition of "Net Worth" contained therein and replacing it with the following:

"Tangible Net Worth" shall mean, as of any applicable date of determination, the excess of (i) the book value of all assets of the Company and the Subsidiaries (other than patents, patent rights, trademarks, trade names, franchises, copyrights, goodwill, and similar intangible assets) after all appropriate deductions (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization), all as determined on a consolidated basis in accordance with GAAP, less (ii) all items of indebtedness, obligation or liability of the Company and its Subsidiaries, whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, joint or several, that should be classified as balance sheet liabilities in accordance with GAAP, but excluding the liquidation of the Company's preferred stock plus (iii) all Obligations with respect to the Notes, including accrued interest thereon, which in accordance with GAAP, would be required to be presented on consolidated balance sheet of the Company and its Subsidiaries at such date, plus (iv) accrued dividends on preferred stock of the Company and its Subsidiaries, which, in accordance with GAAP, would be required to be presented on their consolidated balance sheet at such date.

2. Limited Waiver. Pursuant to the provisions of Section 3H(a) of the Purchase Agreement, the Company is required to notify each SBIC Holder at least 15 days prior to the taking any action after which members of the Company's management would cease to own at least 25% of the outstanding voting securities of the Company. After taking into account the transactions contemplated by that certain Common Stock Purchase Agreement, dated of even date hereiwth, by and among the Company, CIVC and MIG, substantially in the form attached hereto as Exhibit A (the " Common Stock Purchase Agreement"), members of the Company's management will cease to own at least 25% of the outstanding voting securities of the Company. The Company may not have provided the notice required by Section 3H(a) of the Purchase Agreement. Pursuant to the provisions of Sections 4A(b) and 4B(b), 4A(d), and 4C of the Purchase Agreement, the Company is required to maintain its Interest Coverage Ratio, Net Worth and Net Income, respectively, at or above the level set forth in such Sections. Pursuant to the provisions of Sections 4A(c) and 4B(c) of the Purchase Agreement, the Company is required to maintain its Cash Flow Leverage Ratio at or below the level set forth in such Sections. The Company has reported that it failed to maintain its Interest Coverage Ratio or Net Worth at or above the required level for or during the Measurement Period ending December 31, 2000. The Company has reported that it failed to maintain its Net Income at or above the required level for the monthly periods ending November 30, 2000 and December 31, 2000. The Company has reported that it failed to maintain its Cash Flow Leverage Ratio at or below the required level for the prior Measurement Period ending December 31, 2000. The Events of Default described in the preceding sentences of this Section 2 are the "Existing Defaults." On the effective date of this Amendment, the Purchasers hereby waive the Existing Defaults for the event, Measurement Period or monthly period, as applicable, indicated. This waiver is limited to the express terms hereof and shall not extend to any other Default, Event of Default, period or Computation Period. This waiver is not, and shall not be deemed, a course of performance upon which the Company may rely with respect to any other Default, Event of Default or request for a waiver and the Company expressly waives any such claim.

3. Consents of Majority Holders.

(a) Pursuant to Section 5H of the Purchase Agreement, the Company agreed that it would not, without the consent of the Majority Holders, make any amendment to the terms of the Company's Articles of Incorporation or By-laws in any manner which adversely affects the rights, powers or relative priorities of the holders of Series A Preferred. By execution of this Amendment, the Majority Holders consent to the amendment to the Series A Certificate of Designation substantially in the form attached hereto as Exhibit B.

(b) Pursuant to Section 5J of the Purchase Agreement, the Company agreed that it would not, without the consent of the Majority Holders, enter into any agreement or transaction with any of its, or any Subsidiary's, officers, directors or Affiliates or any individual related by blood or marriage to any such Person, or any entity in which any such Person or individual owns a material beneficial interest, except for transactions upon fair and reasonable terms no less favorable to the Company or its Subsidiaries than the terms the Company or its Subsidiaries would obtain in a comparable arm's-length transaction with a Person not an Affiliate and approved in advance by the board of directors of the Company. By execution of this Amendment, the Majority Holders consent to the transactions contemplated by the Common Stock Purchase Agreement.

(c) Pursuant to Section 5P of the Purchase Agreement, the Company agreed that it would not, without the consent of the Majority Holders, authorize, issue or enter into any agreement providing for the issuance (contingent or otherwise) of,  any of its capital stock or other equity securities. By execution of this Amendment, the Majority Holders consent to the transactions contemplated by Common Stock Purchase Agreement.

(d) The consents given by the Majority Holders pursuant to Sections 3(a), 3(b) and 3(c) above are limited to the express terms hereof and shall not extend to any other actions taken by (or omissions of) the Company. These consents are not, and shall not be deemed, a course of performance upon which the Company may rely with respect to any other actions to be taken by (or omissions of) the Company, and the Company expressly waives any such claim.

4. Representations and Warranties of the Company. The Company represents and warrants to the Purchasers that the following statements, after giving effect to this Amendment and upon the execution by all parties thereto and effectiveness of the Second Amendment to the Second Amended and Restated Revolving Credit and Term Loan Agreement in the form previously delivered to the Purchasers (the "Loan Agreement Second Amendment"), are true, correct and complete as follows:

(a) The representations and warranties contained in the Purchase Agreement are true and correct in all material respects at and as of the date hereof as though made on and as of the date hereof (except for any representation or warranty made as of a specific date, which shall be true, correct and complete as of such date).

(b) No Event of Default or Default has occurred other than as disclosed as Existing Defaults.

(c) The execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of, and duly executed and delivered by, the Company and this Amendment is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether such enforcement is sought in a proceeding in equity or at law).

(d) The execution, delivery and performance of this Amendment do not conflict with or result in a breach by the Company of any term of any material contract, loan agreement, indenture or other agreement or instrument to which the Company is a party or is subject.

(e) The Company has obtained all necessary corporate, governmental, regulatory and other third party consents and approvals required in connection with its execution, delivery and performance of this Amendment.

5. Conditions to Effectiveness. This Amendment shall become effective on the date on which all of the following conditions precedent have been satisfied or waived by the BA Purchasers in writing.

(a) Each of the parties hereto shall have executed a counterpart hereof;

(b) Each Purchaser shall have received an instruction letter with respect to the issuance of a replacement Note, such Note to be in the form of Exhibit C attached hereto, dated as of April 13, 2001, and delivered by the Company in accordance with the terms of such instruction letter;

(c) Each Purchaser shall have received an instruction letter with respect to the issuance of a replacement Warrant, such Warrant to be in the form of Exhibit D attached hereto, dated as of April 13, 2001, and delivered by the Company in accordance with the terms of such instruction letter;

(d) The Company shall have duly adopted, executed and filed with the Secretary of State of Texas an amendment to the Series A Certificate of Designation , substantially in the form set forth in Exhibit E attached hereto, and such amendment and the Company's Articles of Incorporation (as amended by such amendment) shall be in full force an effect; and

(e) The Loan Agreement Second Amendment shall be in full force and effect.

6. References to and Effect on the Purchase Agreement.

(a) On and after the effective date of this Amendment, each reference in the Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference to the Purchase Agreement in the other documents (the "Ancillary Documents") delivered in connection with the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended hereby.

(b) Except as specifically amended above, the Purchase Agreement and all other Ancillary Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the holders of Notes under the Purchase Agreement or the Ancillary Documents.

(d) This Amendment shall be binding on the Company and the Purchasers and shall inure to the benefit of the Company and the Purchasers and the successors and assigns of the Purchasers.

7. Expenses. As provided in Section 11A of the Purchase Agreement, the Company agrees to pay all fees and expenses, including reasonable fees and expenses of one counsel, incurred by the BA Purchasers in connection with this Amendment, promptly upon request therefor by such BA Purchaser.

8. Governing Law. The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights and obligations of the Company and its stockholders. All other issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the Laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Illinois.

9. Counterparts; Effectiveness. This Amendment may be executed in counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together shall constitute one agreement.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.2 as of the date first written above.

ZIMMERMAN SIGN COMPANY

By: /s/ Jeffrey Johnson

Its: Vice President and CFO

By: /s/ Robert F. Perille

Its: Managing Director

MIG PARTNERS VIII

By: /s/ Robert F. Perille

Its: General Partner

David Anderson

Tom Boner

Michael Coppinger

Michael St. Onge

Jeff Johnson

John Griggs

Section 1. Authorization and Closing *

Section 2. Conditions of the Purchasers' Obligation at the Closing *

Section 3. Affirmative Covenants *

Section 4. Negative Covenants *

Section 5. Representations and Warranties of the Company *

Section 6. Representations and Warranties of Purchasers *

Section 7. Definitions *

Section 8. Miscellaneous *

2C. Representations and Warranties; Covenants. The representations and warranties made by the Company herein and in any other agreement, certificate or other instrument executed in connection herewith that are subject to materiality qualifications shall be true and correct in all respects as of the date hereof and as of the Closing as though then made, and the representations and warranties made by the Company herein and in any other agreement, certificate or other instrument executed in connection herewith that are not subject to materiality qualifications shall be true and correct in all material respects as of the date hereof and as of the Closing as though then made. The Company shall have performed prior to the Closing in all material respects all of the covenants required to be performed by it hereunder and under the other agreements, certificates and other instruments executed in connection herewith that are to be complied with or performed by the Company prior to the Closing.

Section 3. Affirmative Covenants. For so long as the Purchasers together hold in the aggregate at least 5% of the outstanding shares of Common Stock of the Company, the Company will at all times, and will cause each of its Subsidiaries to at all times (it being understood that this Section 3 shall be independent of, and nothing in this Section 3 shall be deemed to limit, supersede or otherwise affect, any provision of any other agreement to which the Company is a party, including any provision or term of the First Purchase Agreement):

Section 4. Negative Covenants. For so long as the Purchasers together hold in the aggregate at least 5% of the outstanding shares of Common Stock of the Company, without the prior written consent of each of the Purchasers, the Company shall not, and shall ensure that each of its Subsidiaries shall not (it being understood that this Section 4 shall be independent of, and nothing in this Section 4 shall be deemed to limit, supersede or otherwise affect, any provision of any other agreement to which the Company is a party, including any provision or term of the First Purchase Agreement):

4H. Public Disclosures. Subject to the Company=s obligations under the federal securities laws, disclose any Purchaser's name or identity as an investor in the Company in any press release or other public announcement or in any document or material filed with any Government Entity, without prior written notice to such Purchaser describing in reasonable detail the proposed content of such disclosure and permitting such Purchaser to review and comment upon the form and substance of such disclosure and make reasonable changes thereto.

5K. Tax Matters. Except as set forth on the Tax Schedule attached hereto, the Company has filed all Tax returns and other reports which it is required to file under applicable Laws and regulations; all such returns and reports are complete and correct in all material respects; the Company has paid all Taxes due and owing by it and has withheld and paid over all Taxes which it is obligated to withhold from amounts paid or owing to any employee, stockholder, creditor or other third party, and has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency; no foreign, federal, state, provincial or local Tax audits are pending or being conducted with respect to the Company, no information related to Tax matters has been requested by any foreign, federal, state, provincial or local Tax authority and no notice indicating an intent to open an audit or other review has been received by the Company from any foreign, federal, state, provincial or local Tax authority; and there are no unresolved questions or claims concerning Tax liability of the Company. Except as set forth on the Tax Schedule, the Company has not made an election under '341(f) of the IRC, is not a party to any Tax sharing or allocation agreement, and has no liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise. The accrual for current Taxes on the Latest Balance Sheet would be adequate to pay all of the current Tax liabilities of the Company, if the current Tax year were treated as having ended on the date of the Latest Balance Sheet consistent with past practices.

5P. Small Business Matters. The Company, together with its "affiliates" (as that term is defined in '121.401 of the SBIC Regulations), is a "small business concern" within the meaning of the SBIC Act and SBIC Regulations, including '121.802 of the SBIC Regulations. The information regarding the Company and its affiliates set forth in SBA Form 480, Form 652 and Part A of Form 1031 delivered at the Closing is accurate and complete. Copies of such forms shall have been completed and executed by the Company and delivered to each Purchaser that is an SBIC at the Closing together with a written statement of the Company regarding its planned use of the proceeds from the sale of the Common Stock. Neither the Company nor any Subsidiary presently engages in, and it shall not hereafter engage in, any activities, nor shall the Company or any Subsidiary use directly or indirectly the proceeds from the sale of the Common Stock hereunder for any purpose, for which a SBIC is prohibited from providing funds by the SBIC Act and the SBIC Regulations (including '107.804 and '107.901 of the SBIC Regulations).

6C. Investment Intent. Such Purchaser is acquiring the Securities issued hereunder and acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment and without a view of making a distribution thereof within the meaning of the Securities Act, and that such Purchaser has no intention of selling such Securities in violation of applicable Securities Laws; provided that (i) the disposition of any Securities held by such Purchaser shall at all times be within such Purchaser=s control and (ii) nothing contained herein or in the Stockholders Agreement or the Registration Agreement shall prevent such Purchaser and subsequent holders of Securities from transferring such securities in compliance with the provisions hereof and thereof. Each of the Purchasers hereby agrees that none of such Securities shall be sold or transferred by such Purchaser in violation in the Securities Laws. Each of the Purchasers is aware that the shares of Common Stock issued hereunder have not been registered under the Securities Act or any other Securities Laws and that the Company is not obligated to register such Securities except in accordance with the provisions of the Registration Agreement, and that such Securities must be held indefinitely unless subsequently registered or an exemption from such registration is available.

6D. Access: Sophistication: etc. Such Purchaser is an Aaccredited investor @ as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each Purchaser and its agents and representatives have such knowledge and experience in financial and business matters as to enable them to utilize the information made available to them in connection with the purchases contemplated hereby, to evaluate the merits and risks of an investment in the Company and to make an informed decision with respect thereto and such an evaluation and informed decision has been made. Such Purchaser represents that it has had an opportunity to ask questions and receive answers from the Company, and examine such documents, agreements and instruments, regarding the terms and conditions of the offering of the Securities, the Company=s business plan and results of operation, this Agreement and the Agreements contemplated hereby, all certificates delivered in connection therewith, and the business, properties, prospects and financial condition of the Company. Such Purchaser represents that it is experienced in evaluating and investing in private placement transactions of securities of companies in stages of development similar to that of the Company, and that it has not been formed for the purpose of acquiring the Securities. Such Purchaser acknowledges that it can bear the economic risk of loss of all of its investment in the Company. Notwithstanding the provisions of this Section 6D, however, such Purchaser is relying upon the representations and warranties of the Company contained in this Agreement in connection with the decision of such Purchaser to enter into this Agreement and consummate the transactions contemplated hereby.

8C. Indemnification. In consideration of each Purchaser's execution and delivery of this Agreement and in addition to all of the Company's other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless each of the Purchasers, and each of their respective Affiliates, officers, directors, employees and agents(collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, arising out of or relating to (a) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Common Stock hereunder, or (b) the execution, delivery, performance or enforcement of this Agreement, the Stockholders Agreement, the Registration Agreement and any other instrument, document or agreement executed pursuant hereto by any of the Indemnitees. Notwithstanding the foregoing, "Indemnified Liabilities" will not include as to any Indemnitee any liabilities to the extent arising by reason of such Indemnitee's gross negligence or willful misconduct. Further, if and to the extent that the covenant included in this Section 8C may be unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable Laws.

8D. Consent to Amendments. The provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and each of the Purchasers. No other course of dealing between the Company and any Purchaser or any delay in exercising any rights hereunder or under any other agreement contemplated hereby or the Company's Articles of Incorporation shall operate as a waiver of any rights of any such holders.

8T. Restrictive Legend. Each certificate representing Securities issued hereunder shall be imprinted with a legend in substantially the following form:

By: /s/ Jeffrey Johnson

By: /s/ Robert F. Perille

By: /s/ Robert F. Perille

ZIMMERMAN SIGN COMPANY

AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF

PREFERRED STOCK, SERIES A

This Amended and Restated Certificate of Designation of Preferred Stock, Series A, amends and restates the Certificate of Designation of Preferred Stock, Series A, adopted by the Board of Directors of Zimmerman Sign Company, a Texas corporation (the "Corporation"), on September 29, 1998. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Corporation's Amended and Restated Articles of Incorporation.

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 Dividend Rate 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 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.

For purposes hereof, "Dividend Rate" shall mean 11.0% per annum, provided that if the Corporation's Cash Flow Leverage Ratio for two consecutive Measurement Periods is less than or equal to 3.0 to 1.0 and as of the end of the second such Measurement Period the Corporation has paid all accrued dividends on the Series A Preferred Stock in full in cash, then thereafter, the Dividend Rate shall be 8.0% per annum.

The terms "Cash Flow Leverage Ratio" and "Measurement Period" shall have the respective meanings set forth in the Purchase Agreement (as defined herein).

(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 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 (as amended, 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;

(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 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 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 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.

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 three directors (each, a "Series A Director") to serve on the board of directors of the Corporation at all times, such directors to be elected by holders of a majority of the Series A Preferred. Each Series A Director shall be entitled to cast two votes with respect to any matter submitted to a vote of the Corporation's board of directors, 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.

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; provided that,(A) the Corporation may defer the payment of all of the dividends that accrue prior to July 1, 2002 at a time during which the Dividend Rate is 11.0% (and such deferred dividends shall accumulate as provided herein), and (B) the Corporation may defer the payment of up to 27.3% of the dividends that accrue after July 1, 2002 at a time during which the Dividend Rate is 11.0% (and such deferred dividends shall accumulate as provided herein);

(ii) the Corporation fails to make any redemption payment with respect to the Series A Preferred Stock when it is obligated to make such payment 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 and continuation of 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 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 and is continuing, the Dividend Rate per annum on the Series A Preferred Stock shall increase immediately by an increment of 2.0 percentage points, e.g., if the dividend rate is 11.0%, it will increase from 11.0% to 13.0% 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 by an increment of an additional 2.0 percentage points at the end of such 180 day period, e.g. from 13.0% to 15.0%. 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 and is continuing, 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 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 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).

* * * * * * * * * *

ZIMMERMAN SIGN COMPANY

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of April 13, 2001, between Zimmerman Sign Company, a Texas corporation (the "Company"), each of the investors listed on the Schedule of Investors attached hereto (the "Investors"), each of the executives listed on the Schedule of Executives attached hereto (the "Executives") and each of the other stockholders listed on the Schedule of Other Stockholders attached hereto (the "Other Stockholders" and, collectively with the Investors and the Executives, the "Stockholders"; each, a "Stockholder"). Capitalized terms used and not otherwise defined herein are defined in Section 9 hereof. This Agreement amends and restates in its entirety the original Stockholders Agreement, dated as of September 30, 1998, between the Company, the Investors, the Executives and the Other Stockholders (the "Original Stockholders Agreement").

The Investors entered into that certain (i) Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement, dated as of September 30, 1998, as amended (the "Securities Purchase Agreement"), pursuant to which the Investors and certain other Persons purchased Senior Subordinated Notes (as amended and reissued as of the date hereof, the "Notes"), shares of Series A Preferred Stock and the Investor Warrants, and (ii) Common Stock Purchase Agreement, dated as of the date hereof (the "Common Stock Purchase Agreement"), pursuant to which the Investors purchased shares of Common Stock. As of the date hereof, each of the Executives and each of the Other Stockholders owns shares of Common Stock in the amounts set forth opposite such Executive's name and such Other Stockholder's name, respectively, on the Schedule of Executives and the Schedule of Other Stockholders.

The Company and the Stockholders desire to enter into this Agreement for the purposes, among others, of (i) establishing the composition of the Company's board of directors (the "Board"), (ii) assuring continuity in the management of the Company and (iii) limiting the manner and terms by which the Common Stock may be transferred. The execution and delivery of this Agreement is a condition to the Investors' obligations under the Securities Purchase Agreement and the Common Stock Purchase Agreement.

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

1. Board of Directors.

(a) From and after the date hereof and until the provisions of this Section 1 cease to be effective, each Stockholder shall vote all of his or its Stockholder Shares which are voting shares and any other voting securities of the Company over which such Stockholder has voting control and shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a stockholder, director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so that:

(b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board, any Sub Board and any committee thereof. So long as any Investor Director serves on the Board and for 4 years thereafter, the Company shall, at the request of such Investor Director, maintain directors and officers indemnity insurance coverage satisfactory to the Investors.

(c) The rights of each Executive under this Section 1 shall terminate upon such Executive ceasing to be employed by the Company or, if earlier, at such time as the Executives and their Permitted Transferees (as defined in Section 4(c) hereof), for any reason, hold in the aggregate less than 75% of the Stockholder Shares held by the Executives as of September 30, 1998; provided that, the foregoing not withstanding, David Anderson shall be permitted to serve as an Executive Director designated pursuant to Section 1(a)(ii)(B) for so long as he continue to hold not less than 5% of the aggregate outstanding shares of the Company's Common Stock, whether or not he is employed by the Company.

(d) If any party fails to designate a representative to fill a directorship pursuant to the terms of this Section 1, the individual previously holding such directorship shall be elected to such position, or if such individual fails or declines to serve, the election of an individual to such directorship shall be accomplished in accordance with the Company's Bylaws and applicable law; provided that the Stockholders shall vote to remove such individual if the party which failed to designate such directorship so directs.

(e) Notwithstanding anything to the contrary contained in this Section 1, upon the occurrence of an Event of Noncompliance of the type described in Section 7 of the Certificate of Designation and so long as any such Event of Noncompliance continues uncured and unwaived, each holder of Stockholder Shares shall vote all of his or its Stockholder Shares and any other voting securities of the Company over which it has voting control and take all other necessary or desirable actions within his or its control, and the Company shall take all necessary and desirable actions within its control, in order to cause, at the option of and as directed by Majority Investor Holders, the removal from the Board of one of the representatives designated pursuant to paragraph 1(a)(ii)(B) and the election to the Board of a replacement representative designated by the Majority Investor Holders; provided that, the foregoing notwithstanding, upon the occurrence of an Event of Noncompliance, the Stockholders shall not be required to vote their Stockholder Shares to effect the removal and replacement of a representative in accordance with this Section 1(e) so long as (i) each of the three directors designated to the Board by holders of the Series A Preferred is entitled, in accordance with Section 7(b)(iii) of the Certificate of Designation, to cast with respect to each resolution or other matter presented to the Board for approval, two times the number of votes that each other director is entitled to cast in with respect to approval of such resolution or other matter, and (ii) the Investors hold a majority of the Series A Preferred.

(f) Notwithstanding any other provision of this Section 1, the holders of Series A Preferred shall not be obligated to vote such shares to elect any person to the Board other than the Investor Directors.

(g) The provisions set forth in Section 1 shall terminate at such time when the Investors no longer own at least 5% of the outstanding shares of Common Stock of the Company.

2. Representations and Warranties. Each Stockholder represents and warrants that (i) such Stockholder is the record owner of the number of Stockholder Shares set forth opposite its name on the applicable schedule attached hereto, (ii) this Agreement has been duly authorized, executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable in accordance with its terms, and (iii) such Stockholder has not granted and is not a party to any proxy, voting trust or other agreement other than this Agreement. No holder of Stockholder Shares shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement.

3. [Intentionally deleted.]

4. Restrictions on Transfer of Stockholder Shares.

(a) Transfer of Stockholder Shares. No Executive or Other Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his or its Stockholder Shares (a "Transfer"), except pursuant to the provisions of Section 6, in connection with a Public Sale, pursuant to the Stock Purchase Option Agreements (as defined in the Securities Purchase Agreement) or with the prior written approval of the Majority Investor Holders or, in the case of the Executives, pursuant to the provisions of this Section 4.

(b) Tag-Along Rights. At least thirty 30 days prior to any Transfer of Stockholder Shares (other than a Public Sale), the Executive (or his Permitted Transferee) making such Transfer (the "Transferring Stockholder") shall deliver a written notice (the "Sale Notice") to the holders of Investor Shares, specifying in reasonable detail the identity of the prospective transferee(s), the number of shares to be transferred and the terms and conditions of the contemplated Transfer. Each holder of Investor Shares may elect to participate in the contemplated Transfer at the same price per share (whether voting or non-voting stock) and on the same terms by delivering written notice to the Transferring Stockholder within 30 days after delivery of the Sale Notice. If any holder of Investor Shares has elected to participate in such contemplated Transfer, the Transferring Stockholder and each such electing holder shall be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the percentage of Stockholder Shares owned by such Person by the aggregate percentage of Stockholder Shares owned by the Transferring Stockholder and the holders of Investor Shares participating in such sale and (ii) the number of Stockholder Shares to be sold in the contemplated Transfer.

Each Transferring Stockholder shall use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of the holders of Investor Shares in any contemplated Transfer and to the inclusion of the Investor Warrants and Series A Preferred in the contemplated Transfer, and no Transferring Stockholder shall transfer any of its Stockholder Shares to any prospective transferee if such prospective transferee(s) declines to allow the participation of the holders of Investor Shares or the inclusion of the Warrants or Series A Preferred. If any portion of the Investor Warrants is included in any Transfer of Stockholder Shares under this Section 4(b), the purchase price for the Investor Warrants shall be equal to the full purchase price determined hereunder for the Stockholder Shares covered by the portion of the Investor Warrants to be transferred, reduced by the aggregate exercise price for such shares.

(c) Permitted Transfers. The restrictions set forth in this Section 4 shall not apply with respect to any Transfer of Stockholder Shares by any Executive pursuant to applicable laws of descent and distribution or among such Executive's Family Group (collectively referred to herein as "Permitted Transferees"); provided that the restrictions contained in this Section 4 shall continue to be applicable to the Stockholder Shares after any such Transfer and provided further that such transferees of such Stockholder Shares shall have agreed in writing to be bound by the provisions of this Agreement affecting the Stockholder Shares so transferred to the same extent and in the same manner as the transferor thereof was so bound (e.g., any transferee of Stockholder Shares in a Transfer from an Executive shall be subject to the obligations of an Executive hereunder).

(d) Termination of Restrictions. The restrictions on the Transfer of Stockholder Shares set forth in this Section 4 shall continue with respect to each Stockholder Share until the date on which such Stockholder Share has been transferred in a Public Sale or a Sale of the Company in accordance with Section 6.

5. Legend. Each certificate evidencing Stockholder Shares and each certificate issued in exchange for or upon the transfer of any Stockholder Shares (if such shares remain Stockholder Shares after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

The Company shall imprint such legend on certificates evidencing Stockholder Shares outstanding as of the date hereof. The legend set forth above shall be removed from the certificates evidencing any shares which cease to be Stockholder Shares in accordance with paragraph 9 hereof.

6. Drag-Along Rights.

(a) Simultaneous with or at any time following exercise of the Investor Warrants, the Majority Investor Holders shall have the right to seek a Sale of the Company and identify a third party or parties to acquire (i) all of the issued and outstanding capital stock of the Company (whether by merger, consolidation or sale or transfer of stock) or (ii) all or substantially all of the Company's assets on a consolidated basis. The holder or holders proposing a Sale of the Company (the "Proposing Stockholders") shall notify the Company and the other Stockholders (the "Non-Proposing Stockholders") prior to initiating contact with any prospective third party purchaser in connection with such transaction.

(b) Election. The Proposing Stockholders shall deliver written notice to the Company and the Non-Proposing Stockholders setting forth in reasonable detail the terms of the proposed Sale of the Company (the "Sale Notice "). Within 20 days following receipt of the Sale Notice (the "Election Period"), the Non-Proposing Stockholders shall deliver to the Company and the Proposing Stockholders written notice setting forth such holders' election (i) to consent to and raise no objections against such proposed Sale of the Company, and if the Sale of the Company is structured as a sale of stock, to sell their Stockholder Shares on the terms and conditions set forth in the Sale Notice, or (ii) if such Non-Proposing Stockholders hold in the aggregate more than 20% of the Stockholder Shares, to deliver a written offer (a "Stockholder Offer"), upon substantially the same terms as described in the Sale Notice, to acquire the Company (a "Stockholder Transaction"). If the Non-Proposing Stockholders have not delivered a Stockholder Offer within such 20-day period, the Proposing Stockholders shall have 180 days after the expiration of the Election Period to consummate the Sale of the Company, or during which the Company may enter into an agreement providing for such a sale, on the terms specified in the Sale Notice. If the Sale of the Company is not consummated or the Company fails to enter into such an agreement within such 180-day period, the Proposing Stockholders shall again comply with the provisions of this Section 6. If the Non-Proposing Stockholders have delivered a Stockholder Offer within the Election Period, the Non-Proposing Stockholders must (A) obtain an executed definitive and binding agreement to consummate the Stockholder Transaction and obtain binding commitments regarding the financing thereof satisfactory in all respects to the Proposing Stockholders both within 30 days after receipt by the Proposing Stockholders of the Stockholder Offer and (B) must consummate the Stockholder Transaction within 120 days after receipt by the Proposing Stockholders of the Stockholder Offer. If any of the conditions set forth in (A) or (B) of the preceding sentence is not fulfilled, the Non-Proposing Stockholders must again comply with the provisions of this Section 6. The consummation of a Sale of the Company or a Stockholder Transaction pursuant to this Section 6(b) shall be in accordance with the provisions of the Texas Business Corporation Act.

(c) Upon consummation of the Sale of the Company hereunder, all holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock as such holders are given an option as to the form and consideration to be received, all holders shall be given the same option.

7. Put Arrangements.

(a) At any time after September 30, 2003, each holder of Investor Shares shall have the right to require the Company to repurchase all or any portion of such holder's Investor Shares (other than Investor Shares which are shares of Common Stock of the Company acquired by such holders pursuant to the Common Stock Purchase Agreement and any shares of Common Stock issued or issuable with respect to such shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization) at the Put Price (the "Put") by delivering a written notice to the Company and each other holder of Investor Shares specifying the amount thereof to be purchased (the "Put Notice"). The right to exercise the Put shall inure to the benefit of all transferees of the Investor Shares (other than transferees in a Public Sale).

(b) Upon the delivery of the Put Notice, the Company and the holder or holders of Investor Shares delivering the Put Notice (including those specified in the last sentence of this Section 7(b), the "Requesting Holders") shall in good faith promptly determine the Put Price as provided hereunder, and subject to the provisions hereof, within twenty (20) days after the determination of the Put Price, the Company shall purchase and the Requesting Holders shall sell the amount of such Requesting Holder's Investor Shares specified in the Put Notice at a mutually agreeable time and place (the "Put Closing"). Upon receipt of any Put Notice, any other holder of Investor Shares may, by written notice delivered to the Company within five (5) business days after receiving such Put Notice specifying the number of Investor Shares that such holder elects to include in such Put, elect to participate in such Put, and upon delivery of such written notice each such other holder shall be deemed to be a Requesting Holder.

(c) At the Put Closing, the Requesting Holders shall deliver to the Company certificates and other instruments (if any) representing the Investor Shares to be repurchased by the Company, and the Company shall deliver to the Requesting Holders the Put Price by cashier's or certified check payable to the Requesting Holders or by wire transfer of immediately available funds to an account designated by the Requesting Holders; provided that if, as the result of the payment in cash of the Put Price in accordance with this Section 7(c), there will exist an Event of Default (as defined in each of the Securities Purchase Agreement and the Loan Agreement) and the Company shall have used its best efforts to obtain financing from an outside source for payment of the Put Price, then the Company may pay the Put Price by delivery (i) of cash (as provided above) up to the maximum portion of the Put Price, the payment of which will not result in the occurrence or existence of an Event of Default and (ii) a promissory note in a principal amount equal to that portion of the Put Price not being paid pursuant to the foregoing clause (i), payable in three successive annual installments, with the first installment due on the first anniversary of the delivery of the Put Notice, and otherwise containing terms substantially similar to the terms set forth in the Notes. If the Requesting Holder delivers to the Company all or any portion of the Investor Warrants in satisfaction of the sale of the Investor's Stockholder Shares hereunder, the Put Price shall be reduced by the aggregate exercise price of such portion of the Warrants.

(d) The "Put Price", as of any date, of any Requesting Holder's Investor Shares to be repurchased hereunder shall be determined based on a value of the Company=s common stock equal to the greater of (i) the product of 6.25, multiplied by the Company's EBITDA for the trailing 12-month period (as defined in the Securities Purchase Agreement) for its most recently completed fiscal year as reflected on the Company's audited consolidated income statement for such fiscal year, minus the Company's aggregate principal amount of, plus accrued and unpaid interest on, outstanding indebtedness as of such date minus the liquidation value of, plus accrued and unpaid dividends, if any, on, the then outstanding preferred stock of the Company, and (ii) the Market Value as of such date. The aggregate Put Price payable to each Requesting Holder shall be equal to the amount which such holder would receive with respect to the Investor Shares specified by such holder in such holder's Put Notice in the event of a Sale of the Company for an aggregate purchase price equal to the value attributable to the Company in accordance with the foregoing sentence. In calculating the Put Price, all accounting determinations shall be made in accordance with generally accepted accounting principles consistently applied.

(e) The Investors' right to exercise the Put hereunder shall terminate upon the first to occur of (i) September 30, 2008, and (ii) a Sale of the Company.

8. Transfer. Prior to transferring any Stockholder Shares (other than in a Public Sale or a Sale of the Company) to any Person, the transferring Stockholder shall cause the prospective transferee to be bound by this Agreement and to execute and deliver to the Company and the other Stockholders a counterpart of this Agreement.

9. Definitions.

"Certificate of Designation, Series A" means the Certification of Designation, Series A, as approved by the Company's Board of Directors and filed with the Secretary of the State of Texas as of September 30, 1998, and as amended in accordance with the provisions of applicable law as of the date hereof.

"Common Stock" means the Company's Common Stock, par value $.01 per share.

"Family Group" means an Executive's spouse and descendants (whether natural or adopted) and any trust created solely for the benefit of the Executive and/or the Executive's spouse and/or descendants.

"Independent Third Party" means any Person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the Common Stock on a fully-diluted basis (a "5% Owner)", who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

"Investor Shares" means the Stockholder Shares issued at any time to, or issuable in respect of securities issued at any time to, Continental Illinois Venture Corporation or MIG Partners VIII, including, but not limited to, the shares of Common Stock issued to the Investors pursuant to the Common Stock Purchase Agreement.

"Investor Warrants" means the stock purchase warrants issued to the Investors under the Securities Purchase Agreement exercisable into shares of Common Stock.

"Loan Agreement" means the Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of September 30, 1998, by and between the Company and Comerica Bank-Texas, a Texas banking association, as amended from time to time.

"Market Value" means the fair market value of the Company's entire common equity determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value. In determining the Market Value as of any date, the Company and the Investors first shall use their respective reasonable best efforts to agree on such Market Value. In the event that the Company and the Investors are unable to agree on the Market Value as of such date within 15 days after delivery of the Put Notice, such Market Value shall be determined by an investment banking firm selected by the Company and acceptable to the Majority Investor Holders, which firm shall submit to the Company and the Majority Investor Holders a written report setting forth such determination. If the parties are unable to agree on an investment banking firm within 20 days after delivery of a Put Notice, a firm shall be selected by lot, after the Company and the Majority Investor Holders have each eliminated one such firm. The expenses of such firm shall be borne by the Company, and the determination of such firm shall be final and binding upon all parties, except that after the determination of Market Value following the exercise of the Put, any Requesting Holder may rescind its exercise of such Put.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Public Sale" means any sale of Stockholder Shares to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act.

"Sale of the Company" means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of the Company possessing the voting power under normal circumstances to elect a majority of the Company's board of directors (whether by merger, consolidation or sale or transfer of the Company's capital stock) or (ii) all or substantially all of the Company's assets determined on a consolidated basis.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Stockholder Shares" means (i) any Common Stock purchased or otherwise acquired by any Stockholder, (ii) any Common Stock issued or issuable directly or indirectly upon exercise of the Investor Warrants, warrants or options held by any Stockholder, (iii) any Common Stock issued or issuable with respect to the securities referred to in clauses (i) and (ii) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization and (iv) any other shares of any class or series of capital stock of the Company held by a Stockholder. For purposes of this Agreement, any Person who holds Investor Warrants shall be deemed to be the holder of the Stockholder Shares issuable directly or indirectly upon exercise of the Investor Warrants in connection with the transfer thereof or otherwise and regardless of any restriction or limitation on the exercise thereof. As to any particular Stockholder Shares, such shares shall cease to be Stockholder Shares when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar provision then in force).

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity.

10. Certain Participation Rights. At least 10 days prior to any repurchase by the Company of any Investor Shares (other than repurchases in accordance with the provisions of Section 7 hereof), the Company will deliver a written notice to the Executives holding Stockholder Shares specifying in reasonable detail the terms and conditions of the contemplated repurchase transaction (a "Company Repurchase Notice"). Any Executive may elect to participate in the contemplated repurchase transaction with respect to his or her Stockholder Shares by delivering written notice to the Company within 10 days after delivery of the Company Repurchase Notice. If any Executive elects to participate in the repurchase transaction, the Company will repurchase from the holders of the Investor Shares and each electing Executive, at the same price and on the same terms, a number of Stockholder Shares equal to the product of (i) the quotient determined by dividing the number of Stockholders Shares owned by the electing Executive(s) or the holder of Investor Shares, as the case may be, by the aggregate number of outstanding Stockholder Shares then owned, collectively, by the Investors and the Executives, multiplied by (ii) the aggregate number of Stockholder Shares to be repurchased by the Company in the proposed transaction.

11. Transfers in Violation of Agreement. Any Transfer or attempted Transfer of any Stockholder Shares in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Stockholder Shares as the owner of such shares for any purpose.

12. Amendment and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by the Company or the holders of at least a majority of the Stockholder Shares, respectively. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

14. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including, without limitation, the Original Stockholders Agreement.

15. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Stockholders and any subsequent holders of Stockholder Shares and the respective successors and assigns of each of them, so long as they hold Stockholder Shares; provided that the rights of the Investors under paragraph 1 hereof may not be assigned without the prior written approval of any Executive or Other Stockholder.

16. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

17. Remedies. The Company and the Stockholders shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and any Stockholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

18. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the schedules hereto and to any subsequent holder of Stockholder Shares subject to this Agreement at such address as indicated by the Company's records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder when delivered personally, three business days after deposit in the U.S. mail and one business day after deposit with a reputable overnight courier service prepaid for next-business day delivery. The Company's address is:

Zimmerman Sign Company

9846 Hwy 31 East

19. Governing Law. The corporate law of the State of Texas shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

20. Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company's chief-executive office is located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday.

21. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

* * * *

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

ZIMMERMAN SIGN COMPANY   By: /s/ Jeffrey Johnson Its: Vice President and CFO

CONTINENTAL ILLINOIS VENTURE CORPORATION   By: /s/ Robert F. Perille Its: Managing Director

MIG PARTNERS VIII   By: /s/ Robert F. Perille Its: General Partner

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

/s/ David E. Anderson David E. Anderson

/s/ Tom E. Boner Tom E. Boner

/s/ Michael Coppinger Michael Coppinger

________________________________ Michael St. Onge

/s/ Jeffrey Johnson Jeffrey Johnson

John Griggs

SCHEDULE OF INVESTORS

SCHEDULE OF EXECUTIVES

SCHEDULE OF OTHER STOCKHOLDERS

[None]

THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") is made as of April 13, 2001, between Zimmerman Sign Company, a Texas corporation (the "Company"), Continental Illinois Venture Corporation, a Delaware corporation ("CIVC"), MIG Partners VIII, a Delaware partnership ("MIG"), and each of the other persons identified on the signature pages hereto (collectively, the "Other Stockholders" and each, an "Other Stockholder"). CIVC and MIG are referred to herein collectively as the "Investors" and each is referred to herein individually as an "Investor." The Investors and the Other Stockholders are referred to herein collectively as the "Stockholders" and individually as a "Stockholder". This Agreement amends and restates in its entirety the original Registration Agreement, dated as of September 30, 1998, between the Company, the Investors and the Other Stockholders (the "Original Registration Agreement").

The Company, the Investors and certain of the Other Stockholders are parties to a Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement, dated as of September 30, 1998, as amended (the "Securities Purchase Agreement "). The Company and the Investors are parties to that certain Common Stock Purchase Agreement, dated as of the date hereof (the "Common Stock Purchase Agreement"). In order to induce the Investors to enter into the Securities Purchase Agreement and the Common Stock Purchase Agreement, the Company agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement was a condition to the Closing under the Securities Purchase Agreement and a condition to Closing under the Common Stock Purchase Agreement . Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 9 hereof.

The parties hereto agree as follows:

1. Demand Registrations.

(a) Requests for Registration. At any time after the date hereof the holders of a majority of the Investor Registrable Securities (the "Majority Investor Holders") may request registration under the Securities Act of 1933, as amended (the "Securities Act") of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations ") if available. All registrations requested pursuant to this paragraph l(a) are referred to herein as "Demand Registrations." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered, the anticipated per share price range for such offering and the intended method of disposition. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

(b) Long-Form Registrations. The Majority Investor Holders shall be entitled to request two (2) Long-Form Registrations in which the Company shall pay all Registration Expenses (as defined in Section 6(a)). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and neither the last nor any subsequent Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell all of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the Long-Form Registrations.

(c) Short-Form Registrations. In addition to the Long-Form Registrations provided pursuant to Section l(b), the Majority Investor Holders shall be entitled to request five (5) Short-Form Registrations in which the Company shall pay all Registration Expenses; provided that in each such Short-Form Registration the holders of Registrable Securities shall request to include in such registration at least 25% of the Registrable Securities held by them in the aggregate as of the date hereof (or such lesser amount if less than 25% are unregistered as of such demand). Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form.

(d) Restrictions on Demand Registrations. The Company shall not be obligated to effect any Demand Registration within 180 days after the effective date of a previous Demand Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 2 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may postpone for up to 180 days (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if the Company's board of directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.

(e) Priority on Demand Registrations. The Company will not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the holders of a majority of the Investor Registrable Securities. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company will include in such registration, if any, (i) first, the Registrable Securities requested to be included in such registration by the holders thereof, which securities can in the opinion of such underwriters be sold in an orderly manner within the price range of such offering, pro rata among such holders on the basis of the number of shares of Registrable Securities owned by each such holder, and (ii) second, the other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering.

(f) Selection of Underwriters. In any Demand Registration, the Company shall have the right to select the investment banker(s) and manager(s) to administer the offering, provided that the investment banker(s) and manager(s) so selected are reasonably satisfactory to the Majority Investor Holders.

2. Piggyback Registrations.

(a) Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to (i) a Demand Registration or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

(b) Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and (ii) second, the Registrable Securities requested to be included in such registration pro rata among the holders thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration pro rata among the holders of such securities and any other securities held by others requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares requested to be included in such registration.

(d) Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities (other than the parties hereto) who have been granted contractual demand registration rights, and the managing underwriters advise the company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders thereof on the basis of the number of shares of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration pro rata among the holders of such securities.

(e) Selection of Underwriters. In any Piggyback Registration, the Company shall have the right to select the investment banker(s) and manager(s) to administer the offering.

3. Holdback Agreements.

(a) The Company shall not effect any public sale or other distribution (including sales pursuant to Rule 144) of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree.

(b) Each holder of Registrable Securities shall not effect any public sale or other distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are eligible for inclusion (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree.

4. Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (including the registration of the Warrants held by a holder of Registrable Securities requesting registration as to which the Company has received reasonable assurances that only Common Stock shall be distributed to the public), and pursuant thereto the Company shall as expeditiously as possible:

(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

(b) notify each holder of Registrable Securities of the effectiveness of each registration statement filed hereunder and prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c) furnish to each seller of Registrable Securities such number of requested copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; provided that upon such notification by the Company, each seller of such Registrable Securities will not offer or sell such Registrable Securities until the Company has notified such seller that it has prepared a supplement or amendment to such prospectus and delivered copies of such supplement or amendment to such seller;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including effecting a stock split or a combination of shares);

(i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter (in each case after reasonable prior notice), all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to supply, on a confidential basis, all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j) otherwise use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included;

(l) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order; and

(m) obtain a comfort letter from the Company's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request (provided that such Registrable Securities constitute at least 10% of the securities covered by such registration statement).

Each seller of Registrable Securities, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (e) of this Section 4, will forthwith discontinue disposition of the Registrable Securities until receipt by the seller of Registrable Securities of the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 4 or until it is advised in writing (the "Advice") by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and if so directed by the Company, such seller of Registrable Securities will, or will request the managing underwriter or underwriters, if any, to deliver to the Company (at the Company's expense) all copies (other than permanent file copies) then in the possession of such seller of Registrable Securities and of any underwriter or underwriters, of he prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time periods mentioned in subsection (b) of this Section 4 shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection (e) of this Section 4 hereof or the Advice.

5. Cooperation by Holders of Registrable Securities.

(a) Each seller of Registrable Securities will furnish to the Company in writing such information as the Company may reasonably require from time to time from such seller, and otherwise reasonably cooperate with the Company in connection with any registration with respect to such holder's Registrable Securities.

(b) The failure of any prospective seller of Registrable Securities to furnish any information or documents in accordance with any provision contained in this Agreement shall not affect the obligations of the Company hereunder to any remaining sellers who furnish such information and documents unless, in the reasonable opinion of counsel to the Company or the underwriters, such failure impairs or may impair the viability of the or the legality of any registration statement in connection therewith.

(c) At the end of any period during which the Company is obligated to keep any registration statement current and effective as provided in Section 4, the holders of Registrable Securities included in such registration statement shall discontinue sales of shares pursuant to such registration statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such registration statement which remain unsold and such holders shall notify the Company of the number of shares registered which remain unsold promptly after receipt of such notice from the Company.

6. Registration Expenses.

(a) All expenses incident to the Company's performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts, commissions, and undocumented expense allowances) and other Persons (as defined in the Securities Purchase Agreement) retained by the Company (all such expenses being herein called "Registration Expenses"), shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system.

(b) In connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Investor Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Investor Registrable Securities initially requesting such registration. The Company shall not be required to pay or obtain reimbursement for excessive discounted fees and commissions attributable to a sale of the Company and fees and/or expenses of other experts retained by the holders of Registrable Securities.

(c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration of such holder's securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered.

(d) The Company will not bear the cost of or pay for any stock transfer tax imposed in respect of the transfer of any Registrable Securities to any purchaser thereof by any holder of Registrable Securities in connection with any registration of Registrable Securities pursuant to this Agreement.

7. Indemnification.

(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities (requesting or joining in a registration hereunder), its officers and directors and each Person who controls (within the meaning of the Securities Act) such holder against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and each Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided that the obligation to indemnify shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement. In connection with an underwritten offering in which a holder of Registrable Securities is participating, each such holder shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The parties hereto also agree to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event such party's indemnification is unavailable for any reason.

8. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7 hereof.

9. Definitions.

(a) "Investor Registrable Securities" means (i) any Common Stock issued to CIVC or MIG (whether pursuant to the Common Stock Purchase Agreement or otherwise), (ii) any Common Stock issued or issuable upon the exercise or otherwise in respect of the Warrants, (iii) any Common Stock issued or issuable with respect to the securities referred to in clauses (i) and (ii) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, and (iv) any other shares of Common Stock held by the Investors holding securities described in clauses (i), (ii) and (iii), inclusive, above. As to any particular Investor Registrable Securities, such securities shall cease to be Investor Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Investor Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such night), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Investor Registrable Securities hereunder.

(b) "Other Registrable Securities" means (i) any Common Stock held by or issued to any Other Stockholder, (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Other Registrable Securities, such securities shall cease to be Other Registrable Securities when they have been distributed to the public pursuant to a offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) or repurchased by the Company or any Subsidiary. For purposes of this Agreement, a Person shall be deemed to be a holder of Other Registrable Securities, and the Other Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Other Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such night), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Other Registrable Securities hereunder.

(c) "Registrable Securities" means, collectively, the Investor Registrable Securities and the Other Registrable Securities.

(d) "Warrants" means the Warrants issued by the Company to CIVC and MIG pursuant to the Securities Purchase Agreement, as such Warrants are amended from time to time.

(e) Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Securities Purchase Agreement.

10. Miscellaneous.

(a) No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and holders of a majority of the Registrable Securities.

(c) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(d) Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; in addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities.

(e) Entire Agreement. Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way, including, without limitation, the Original Registration Agreement.

(f) Counterparts. This Agreement may be executed in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(g) Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(h) Governing Law. The corporate law of the State of Texas shall govern all issues and questions concerning the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Illinois, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois.

(i) Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by telecopy, mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the schedules hereto, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices shall be deemed to have been given hereunder upon receipt when delivered personally or by telecopy, three business days after deposit in the U.S. mail and on the first business day after deposit with a reputable overnight courier service (postage provided for and with instructions for overnight delivery). The Company's address is:

(j) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ZIMMERMAN SIGN COMPANY By: /s/ Jeffrey Johnson Its: Vice President and CFO

INVESTORS:

CONTINENTAL ILLINOIS VENTURE CORPORATION By: /s/ Robert F. Perille Its: Managing Director

MIG PARTNERS VIII By: /s/ Robert F. Perille Its: General Partner

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

OTHER STOCKHOLDERS:

/s/ David E. Anderson David E. Anderson

/s/ Tom E. Boner Tom E. Boner

SOUTHERN INVESTORS CORP. By: ___________________________________ Its: ___________________________________

SOUTHERN MORTGAGE HOLDING CORPORATION By: ___________________________________ Its: ___________________________________

GENEVE SECURITIES PORTFOLIO CORP. By: ___________________________________ Its: ___________________________________

GENEVE SECURITIES HOLDING CORP. By: ___________________________________ Its: ___________________________________

CHAPARRAL INTERNATIONAL RE. By: ___________________________________ Its: ___________________________________

The undersigned hereby agrees as follows:

(i) Each of them is individually eligible to use the Schedule 13D/A to which this Exhibit is attached, and such Schedule 13D/A is filed on behalf of each of them;

(ii) Each of them is responsible for the timely filing of such Schedule 13D/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate; and

(iii) This agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this agreement as of the date set forth below.

Date: April ___, 2001

CONTINENTAL ILLINOIS VENTURE CORPORATION By: /s/ Robert F. Perille Print Name: Robert F. Perille Its: Managing Director
BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Robert F. Perille Print Name: Robert F. Perille Its: Managing Director
NB HOLDINGS CORPORATION By: /s/ James H. Hance Print Name: James H. Hance Its: Vice Chairman
BANK OF AMERICA CORPORATION By: /s/ Edward J. McCaffrey Print Name: Edward J. McCaffrey Its: Executive Vice President
MIG PARTNERS VIII By: /s/ Robert F. Perille Print Name: Robert F. Perille Its: General Partner

IN WITNESS WHEREOF, the parties have executed this agreement as of the date set forth below.

Date: April ___, 2001

/s/ Sheryl E. Bartol Sheryl E. Bartol

/s/ Matthew W. Clary Matthew W. Clary

/s/ Andrea P. Joselit Andrea P. Joselit

/s/ Jeffrey M. Mann Jeffrey M. Mann

/s/ Jason A. Mehring Jason A. Mehring

/s/ Dennis P. McCrary Dennis P. McCrary

/s/ Robert F. Perille Robert F. Perille

The undersigned, Nina Tai, an Assistant Secretary of Continental Illinois Venture Corporation, a corporation organized and existing under the laws of the State of Delaware (herein, the "Corporation"), does hereby certify:

1. That she is a duly elected, qualified and acting Assistant Secretary of the Corporation.

2. That the following named person has been properly designated, elected and assigned to the office in the Corporation as indicated below; and that such person hold such office at this time:

Robert F. Perille Managing Director

3. That the following is a true and correct copy of an excerpt from the Bylaws of said Corporation, and the same is in full force and effect as of the date hereof:

IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of said Corporation this 23rd day of April, 2001.

/s/ Nina Tai Nina Tai
Assistant Secretary

The undersigned, Nina Tai, an Assistant Secretary of Bank of America Corporation, National Association, a national banking association organized and existing under the laws of the United States of America (herein, the "Bank"), does hereby certify:

1. That she is a duly elected, qualified and acting Assistant Secretary of the Bank.

2. That the following named person has been properly designated and assigned to the office in the Bank as indicated below; and that such person hold such office at this time:

Robert F. Perille Managing Director

3. That the following is a true and correct copy of an excerpt from the Bylaws of said Bank, and the same is in full force and effect as of the date hereof:

IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of said Corporation this 23rd day of April, 2001.

/s/ Nina Tai Nina Tai
Assistant Secretary

The undersigned, Nina Tai, an Assistant Secretary of Bank of America Corporation, a Delaware corporation (herein, the "Corporation"), does hereby certify:

1. That she is a duly elected, qualified and acting Assistant Secretary of the Corporation.

2. That the following named person has been properly designated and assigned to the office in the Corporation as indicated below; and that such person hold such office at this time:

Edward J. McCaffrey Executive Vice President

3. That the following is a true and correct copy of Article IX, Section 1 of the Bylaws of the Corporation, and the same is in full force and effect as of the date hereof:

IN WITNESS WHEREOF, I have hereupon set my hand and affixed the seal of said Corporation this 23rd day of April, 2001.

/s/ Nina Tai Nina Tai
Assistant Secretary