BANKWINDSOR

May 12, 1997

Mr. Rick Kothe
President
Illuminated Media, Inc.
15 S 5th Street, Suite 715
Minneapolis, MN 55402

Dear Rick:

In response to your letter dated May 12, 1997, this letter will confirm that it
is Bank Windsor's intention to allow the company to pay the note off on or
before June 13, 1997. After this time we will require a formal note extension
and a 1% fee will be charged. If you have any questions, please do not hesitate
to call.

Sincerely,

/s/ Kevin How
Kevin How
Vice President

740 Marquette Avenue * IDS Center * Minneapolis, Minnesota 55402 * 612/338-2150
* FAX 612/338-2350 * FAX 612/338-3950
231 West Lake Street * Chisholm, Minnesota 55719 * 218/254-3341
* FAX 218/254-5467
313 Main Street * Nerstrand, Minnesota 55053 * 507/789-6761 * 507/334-7368
* FAX 507/334-3291
225 East Main Street * Sleepy Eye, Minnesota 56085 * 507/794-2127
* FAX 507/794-3660

BANKWINDSOR
IDS Center
740 Marquette Avenue
Minneapolis, Minnesota 55402
(612) 338-2150
"LENDER"

COMMERCIAL SECURITY
AGREEMENT

BORROWER OWNER OF COLLATERAL

SKYWAY ADVERTISING, INC. SKYWAY ADVERTISING, INC.
ROBERT H BLANK

ADDRESS ADDRESS

12 SOUTH 6TH STREET 12 SOUTH 6TH STREET
MINNEAPOLIS, MN 55402 MINNEAPOLIS, MN 55402

1. SECURITY INTEREST. For good and valuable consideration, Owner of
Collateral ("Owner") grants to Lender identified above a continuing security
interest in the Collateral described below to secure the obligations described
in this Agreement.

2. OBLIGATIONS. The Collateral shall secure the payment and performance of
all of Borrower's and Owner's present and future, joint and/or several, direct
and indirect, absolute and contingent, express and implied, indebtedness,
(including costs of collection, legal expenses and attorneys' fees, incurred by
Lender upon the occurrence of a default under this Agreement, in collecting or
enforcing payment of such indebtedness, or preserving, protecting or realizing
on the Collateral herein), liabilities, obligations and covenants (cumulatively
"Obligations") to Lender including (without limitation) those arising under or
pursuant to:

a. this Agreement and the following promissory notes and agreements:

INTEREST PRINCIPAL AMOUNT/ FUNDING/ MATURITY CUSTOMER LOAN
RATE CREDIT LIMIT AGREEMENT DATE DATE NUMBER NUMBER

VARIABLE $100,000.00 05/13/96 05/13/97 95267502

b. all other present or future, Obligations of Borrower or Owner to Lender
(whether incurred for the same or different purposes than the
foregoing);

c. all renewals, extensions, amendments, modifications, replacements or
substitutions to any of the foregoing; and

d. applicable law.

3. COLLATERAL. The Collateral shall consist of all of the
following-described property and Owner's rights, title and interest in such
property whether now owned or hereafter acquired by Owner and wherever located:

[X] All accounts, contract rights and rights to payment in money or in kind
for goods sold or leased or for services rendered, and all guarantees
and security therefor; all returned or repossessed goods arising from or
relating to any account, contract rig ht, or right to payment; and any
rights of Owner as an unpaid seller of goods or services; including, but
not limited to, the accounts and contract rights described on Schedule A
attached hereto and incorporated herein by this reference;

[ ] All chattel paper, together with all guarantees and security therefor;
including, but not limited to, the chattel paper described on Schedule A
attached hereto and incorporated herein by this reference;

[ ] All documents of title including, but not limited to, the documents
described on Schedule A attached hereto and incorporated herein by this
reference;

[X] All equipment, machinery, and vehicles including, but not limited to,
the equipment described on Schedule A attached hereto and incorporated
herein by this reference;

[ ] All fixtures, including, but not limited to, the fixtures located or to
be located on the real property described on Schedule B attached hereto
and incorporated herein by this reference;

[X] All general intangibles of any kind or nature including, but not limited
to, goodwill, literary rights, copyrights, trademarks and patents; all
securities, stocks, bonds, partnership interests, and similar devices;
any right to performance or payment, including, without limitation,
rights to receive dividends, tax refunds, insurance claims and insurance
proceeds, pension payments, and other disbursements; things in action;
and rights in intangible property of any kind, specifically including,
but not limited to, the general intangibles described on Schedule A
attached hereto and incorporated herein by this reference;

[ ] All instruments including, but not limited to, the instruments described
on Schedule A attached hereto and incorporated herein by this reference;

[X] All inventory (goods, merchandise, and other personal property) which
are held for sale or lease, or are furnished or to be furnished under
any contract of service or are raw materials, wor -in- rocess, supplies,
or materials used or consumed in Owner's business, and any right of
Owner as an unpaid seller of goods or services, including, but not
limited to, the inventory described on Schedule A attached hereto and
incorporated herein by this reference;

[ ] All minerals or the like located on or related to the real property
described on Schedule B attached hereto and incorporated herein by this
reference;

[ ] All standing timber located on the real property described on Schedule
B attached hereto and incorporated herein by this reference;

[ ] Other:

All monies, instruments, and savings, checking or other deposit accounts that
are now or in the future in Lender's custody or control (excluding IRA, Keogh,
trust accounts, and deposits subject to tax penalties if so assigned);
All accessions, accessories, additions, amendments, attachments. modifications.
replacements and substitutions to any of the above;
All proceeds and products of any of the above;
All policies of insurance pertaining to any of the above as well as any proceeds
and unearned premiums pertaining to such policies; and
All books and records pertaining to any of the above.

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4. OWNER'S TAXPAYER IDENTIFICATION. Owner's social security number or
federal taxpayer identification number is:

5. RESIDENCY/LEGAL STATUS. [ ] Owner is an individual(s) and a resident of
the state of: ______________________________.
[X] Owner is a: Corporation duly organized, validly existing and in good
standing under the laws of the state of: MINNESOTA

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS. Owner represents, warrants
and covenants to Lender that:

(a)Owner Is and shall remain the sole owner of the Collateral;
(b)Neither Owner nor, to the best of Owner's knowledge, has any other party
used, generated, released, discharged, stored, or disposed of any
hazardous material, toxic substance, or related material on any of the
Collateral. Owner shall not commit or permit such actions to be taken in
the future. The term "Hazardous Materials shall mean any substance,
material, or waste which is or becomes regulated by any governmental
authority including, but not limited to, (i) petroleum; (ii) asbestos;
(iii) polychlorinated biphenyls; (iv) those substances, materials or
wastes designated as a "hazardous substance" pursuant to Section 311 of
the Clean Water Act or listed pursuant to Section 307 of the Clean Water
Act or any amendments or replacements to these statutes; (v) those
substances, materials or wastes defined as a "hazardous waste" pursuant
to Section 1004 of the Resource Conservation and Recovery Act or any
amendments or replacements to that statute; or (vi) those substances,
materials or wastes defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation
and Liability Act, or any amendments or replacements to that statute;
(c)Owner's chief executive office, chief place of business, office where
its business records are located, or residence is the address identified
above. Owner's other executive offices, places of business, locations of
its business records, or domiciles are described on Schedule C attached
hereto and incorporated herein by this reference. Owner shall
immediately advise Lender in writing of any change in or addition to the
foregoing addresses;
(d)Owner shall not become a party to any restructuring of its form of
business or participate in any consolidation, merger, liquidation or
dissolution witl,out providing Lender with thirty (30) or more days'
prior written notice of such change;
(e)Owner shall notify Lender of the nature of any intended change of
Owner's name, or the use of any trade name, and the effective date of
such change;
(f)The Collateral is and shall at all times remain free of all tax and
other liens, security interests, encumbrances and claims of any kind
except for those belonging to Lender and those described on Schedule D
attached hereto and incorporated herein by this reference. Without
waiving the event of default as a result thereof, Owner shall take any
action and execute any document needed to discharge the foregoing liens,
security interests, encumbrances and claims;
(g)Owner shall defend the Collateral against all claims and demands of all
persons at any time claiming any interest therein;
(h)All of the goods, fixtures, minerals or the (ike, and standing timber
constituting the Collateral is and shall be located at Owner's executive
offices, places of business, residence and domiciles specifically
described in this Agreement;
(i)Owner shall provide Lender with possession of all chattel paper and
instruments constituting the Collateral unless otherwise agreed by
Lender. Owner shall promptly mark all chattel paper, instruments, and
documents constituting the Collateral to show that the same are subject
to Lender's security interest;
(j)All of Owner's accounts or contract rights; chattel paper; documents;
general intangibles; instruments; and federal, state, county, and
municipal government and other permits and licenses; trusts, liens,
contracts, leases, and agreements constituting the Collateral are and
shall be valid, genuine and legally enforceable obligations and rights
belonging to Owner and not subject to any claim, defense, set-off or
counterclaim of any kind;
(k)Owner shall not amend, modify, replace, or substitute any account or
contract right; chattel paper; document; general intangible; or
instrument constituting the Collateral without the prior consent of
Lender, which shall not be unreasonably withheld;
(l)Owner has the right and is duly authorized to enter into and perform its
obligations under this Agreement. Owner's execution and performance of
these obligations do not and shall not conflict with the provisions of
any statute, regulation, ordinance, rule of (aw, contract or other
agreement which may now or hereafter be binding on Owner;
(m)No action or proceeding is pending agaInst Owner which mtght result in
any material adverse change in its business operations or financial
condition or materially affect the Collateral;
(n)Owner has not violated and shall not violate any applicable federal,
state, county or municipal statute, regulation or ordinance (including
but not limited to those governing Hazardous Materials) which may
materially and adversely affect its business operations or financial
condition or the Collateral;
(o)Owner shall, upon Lender's request, deposit all proceeds of the
Collateral into an account or accounts maintained by Owner or Lender at
Lender's institution;
(p)Owner will, upon receipt, deliver to Lender as additional Collateral all
securities distributed on account of the Collateral such as stock
dividends and securities resulting from stock splits, reorganizations
and recapitalizations; and
(q)This Agreement and the obligations described in this Agreement are
executed and incurred for business and not consumer purposes.

7. SALE OF COLLATERAL. Owner shall not assign, convey, lease, sell or
transfer any of the Collateral to any third party without the prior written
consent of Lender except for sales of inventory to buyers in the ordinary course
of business.

8. FINANCING STATEMENTS AND OTHER DOCUMENTS. Owner shall take all actions
and execute all documents required by Lender to attach, perfect and maintain
Lender's security interest in the Collateral and establish and maintain Lender's
right to receive the payment of the proceeds of the Collateral including, but
not limited to, executing any financing statements, fixture filings,
continuation statements, notices of security interest and other documents
required by the Uniform Commercial Code and other applicable law. Owner shall
pay the costs of filing such documents in all offices wherever filing or
recording is deemed by Lender to be necessary or desirable. Lender shall be
entitled to perfect its security interest in the Collateral by filing carbon,
photographic or other reproductions of the aforementioned documents with any
authority required by the Uniform Commercial Code or other applicable law.
Lender may execute and file any financing statements, as well as extensions,
renewals and amendments of financing statements in such form as Lender may
require to perfect and maintain perfection of any security interest granted in
this Agreement. Owner appoints Lender as its agent and attorney-in-fact to
endorse Owner's name on all instruments and other remittances payable to Owner
with respect to the Collateral. This power of attorney is coupled with an
interest and is irrevocable.

9. INQUIRIES AND NOTIFICATION TO THIRD PARTIES. Owner hereby authorizes
Lender to contact any third party and make any inquiry pertaining to Owner's
financial condition or the Collateral. In addition, Lender is authorized to
provide oral or written notice of its security interest in the Collateral to any
third party.

10. COLLECTION OF INDEBTEDNESS FROM THIRD PARTIES. Lender shall be entitled
to notify, and upon the request of Lender, Owner shall notify any account debtor
or other third party (including, but not limited to, insurance companies) to pay
any indebtedness or obligation owing to Owner and constituting the Collateral
(cumulatively "Indebtedness") to Lender whether or not a default exists under
this Agreement. Owner shall diligently collect the Indebtedness owing to Owner
from its account debtors and other third parties until the giving of such
notification. In the event that Owner possesses or receives possession of any
instruments or other remittances with respect to the Indebtedness following the
giving of such notification or if the instruments or other remittances
constitute the prepayment of any Indebtedness or the payment of any insurance
proceeds, Owner shall hold such instruments and other remittances in trust for
Lender apart from its other property, endorse the instruments and other
remittances to Lender, and immediately provide Lender with possession of the
instruments and other remittances. Lender shall be entitled, but not required,
to collect (by legal proceedings or otherwise), extend the time for payment,
compromise, exchange or release any obligor or collateral upon, or otherwise
settle any of the Indebtedness whether or not an event of default exists under
this Agreement. Lender shall not be liable to Owner for any action, error,
mistake, omission or delay pertaining to the actions described in this paragraph
or any damages resulting therefrom.

11. POWER OF ATTORNEY. Owner hereby appoints Lender as its attorney-in-fact
to endorse Owner's name on all instruments and other remittances payable to
Owner with respect to the Indebtedness or other documents pertaining to Lender's
actions in connection with the Indebtedness. In addition, Lender shall be
entitled, but not required, to perform any action or execute any document
required to be taken or executed by Owner under this Agreement. Lender's
performance of such action or execution of such documents shall not relieve
Owner from any obligation or cure any default under this Agreement. The powers
of attorney described in this paragraph are coupled with an interest and are
irrevocable.

12. USE AND MAINTENANCE OF COLLATERAL. Owner shall use the Collateral solely
in the ordinary course of its business, for the usual purposes intended by the
manufacturer (if applicable), with due care, and in compliance with the laws,
ordinances, regulations, requirements and rules of all federal, state, county
and municipal authorities including environmental laws and regulations and
insurance policies. Owner shall not make any alterations, additions or
improvements to the Collateral without the prior written consent of Lender.
Without limiting the foregoing, all alterations, additions and improvements made
to the Collateral shall be subject to the security interest belonging to Lender,
shall not be removed without the prior written consent of Lender, and shall be
made at Owner's sole expense. Owner shall take all actions and make any repairs
or replacements needed to maintain the Collateral in good condition and working
order.

LP-MN208 ~ FormAtion TechnoIogies, Inc. (4/5/98) (800) 937-3799 Page 2 of 5

13. LOSS OR DAMAGE. Owner shall bear the entire risk of any loss, theft,
destruction or damage (cumulatively "Loss or Damage") to all ~r any part of the
Collateral. In the event of any Loss or Damage, Owner will either restore the
Collateral to its previous condition, replace the Collateral with similar
property acceptable to Lender in its sole discretion, or pay or cause to be paid
to Lender the decrease in the fair market value of the affected Collateral.

14. INSURANCE. The Collateral will be kept insured for its full value
against all hazards including loss or damage caused by fire, collision, theft or
other casualty. If the Collateral consists of a motor vehicle, Owner will obtain
comprehensive and collision coverage in amounts at least equal to the actual
cash value of the vehicle with deductibles not to exceed $ n/a . Insurance
coverage obtained by Owner shall be from a licensed insurer subject to Lender's
approval. Owner shall assign to Lender all rights to receive proceeds of
insurance not exceeding the amount owed under the obligations described above,
and direct the insurer to pay all proceeds directly to Lender. The insurance
policies shall require the insurance company to provide Lender with at least
thirty (30) days' written notice before such policies are altered or cancel led
in any manner. The insurance policies shall name Lender as a loss payee and
provide that no act or omission of Owner or any other person shall affect the
right of Lender to be paid the insurance proceeds pertaining to the loss or
damage of the Collateral. In the event Owner fails to acquire or maintain
insurance, Lender (after providing notice as may be required by law) may in its
discretion procure appropriate insurance coverage upon the Collateral and charge
the insurance cost as an advance of principal under the promissory note. Owner
shall furnish Lender with evidence of insurance indicating the required
coverage. Lender may act as attorney-in-fact for Owner in making and settling
claims under insurance policies, cancelling any policy or endorsing Owner's name
on any draft or negotiable instrument drawn by any insurer.

15. INDEMNIFICATION. Lender shall not assume or be responsible for the
performance of any of Owner's obligations with respect to the Collateral under
any circumstances. Owner shall immediately provide Lender with written notice of
and indemnify and hold Lender and its shareholders, directors, officers,
employees and agents harmless from all claims, damages, liabilities (including
attorneys' fees and legal expenses), causes of action, actions, suits and other
legal proceedings (cumulatively "Claims") pertaining to its business operations
or the C6llaterai including, but not limited to, those arising from Lender's
performance of Owner's oDligations with respect to the Collateral. Owner, upon
the request of Lender, shall hire legal counsel to defend Lender from such
Claims, and pay the attorneys' fees, )egal expenses and other costs to the
extent permitted by applicable law, incurred in connection therewith. In the
alternative, Lender shall be entitled to employ its own legal counsel to defend
such Claims at Owner's cost.

16. TAXES AND ASSESSMENTS. Owner shall execute and file all tax returns and
pay al taxes, licenses, fees and assessments relating to its business operations
and the Collateral (including, but not limited to, income taxes, personal
property taxes, withholding taxes, sales taxes, use taxes, excise taxes and
workers' compensation premiums) in a timely manner.

17. INSPECTION OF COLLATERAL AND BOOKS AND RECORDS. Owner shall allow Lender
or its agents to examine, inspect and make abstracts and copies of the
Collateral and Owner's books and records pertaining to Owner's business
operations and financial condition or the Collateral during normal business
hours. Owner shall provide any assistance required by Lender for these purposes.
All of the signatures and information pertaining to the Collateral or contained
in the books ana records shall be genuine, true, accurate and complete in all
respects.

18. DEFAULT. Owner shall be in default under this Agreement in the event
that Owner, Borrower or any guarantor:

(a) fails to make any payment under this Agreement or any other indebtedness
to Lender when due;
(b) fails to perform any obligation or breaches any warranty or covenant to
Lender contained in this Agreement or any other present or future
written agreement regarding this or any other indebtedness to Lender;
(c) provides or causes any false or misleading signature or representation
to be provided to Lender;
(d) allows the Collateral to be destroyed, lost or stolen, damaged in any
material respect, or subjected to seizure or confiscation;
(e) seeks to revoke, terminate or otherwise limit its liability under any
continuing guaranty;
(f) permits the entry or service of any garnishment, judgment, tax levy,
attachment or lien against Owner, any guarantor, or any of their
property;
(g) dies, becomes legally incompetent, is dissolved or terminated, ceases to
operate its business, becomes insolvent, makes an assignment for the
benefit of creditors, or becomes the subject of any bankruptcy,
insolvency or debtor rehabilitation proceeding;
(h) allows the Collateral to be used by anyone to transport or store goods,
the possession, transportation, or use of which, is illegal; or
(i) causes Lender in good faith to deem itself insecure for any reason.

19. RIGHTS OF LENDER ON DEFAULT. If there is a default under this Agreement,
Lender shall be entitled to exercise one or more of the following remedies
without notice or demand (except as required by law):

(a) to declare the Obligations immediately due and payable in full;
(b) to collect the outstanding Obligations with or without resorting to
judicial process;
(c) to retain any instruments or other remittances constituting the
Collateral;
(d) to take possession of any Collateral in any manner permitted by law;
(e)to apply for and obtain, without notice and upon ex parte application,
the appointment of a receiver for the Collateral without regard to
Owner's financial condition or solvency, the adequacy of the Collaterai
to secure the payment or performance of the obiigations, or the
existence of any waste to the Collateral;
(f) to require Owner to deliver and make available to Lender any Collateral
at a place reasonably convenient to Owner and Lender;
(g) to sell, lease or otherwise dispose of any Collateral and collect any
deficiency balance with or without resorting to legal process;
(h) to set-off Owner's obligations against any amounts due to Owner
including, but not limited to, monies, instruments, and deposit accounts
maintained with Lender; and
(i) to exercise all other rights available to Lender under any other written
agreement or applicable law.

Lender's rtghts are cumulative and may be exercised together, separately, and in
any order. If notice to Owner of intended disposition of Collateral is required
by law, Lender will provide reasonable notification of the time and place of any
sale or intended disposition as required under the Uniform Commercial Code. In
the event that Lender institutes an action to recover any Collateral or seeks
recovery of any Collateral by way of a prejudgment remedy in an action against
Owner, Owner waives the oosting of any bond which might otherwise be required.
Lender's remedies under this paragraph are in addition to those available at
common law, such as setoff.

20.APPLICATION OF PAYMENTS. Whether or not a default has occurred under this
Agreement, all payments made by or on behalf of Owner and all credits due to
Owner from the disposition of the Collateral or otherwise may be applied against
the amounts paid by Lender (including attorneys' fees and legal expenses) in
connection with the exercise of its rights or remedies described in this
Agreement and any interest thereon and then to the payment of the remaining
Obligations.

21. REIMBURSEMENT OF AMOUNTS EXPENDED BY LENDER. Owner shall reimburse Lender
for all amounts (including attorneys' fees and legal expenses) expended by
Lender in the performance of any action required to be taken by Owner or the
exercise of any right or remedy belonging to Lender under this Agreement,
together with interest t~ereon at she lower of the highest rate described in any
promissory note or credit agreement executed by Borrower or Owner or the highest
rate allowed by law from the date of payment until the date of reimbursement.
These sums shall be included in the definition of Obligations, shall be secured
by the Collateral identified in this Agreement and shall be payable upon demand.

22. ASSIGNMENT. Owner shall not be entitled to assign any of its rights,
remedies or obligations described in this Agreement without the prior written
consent of Lender. Consent may be withheld by Lender in its sole discretion.
Lender shall be entitled to assign some or all of its rights and remedies
described in this Agreement without notice to or the prior consent of Owner in
any manner.

23. MODIFICATION AND WAIVER. The modification or waiver of any of Owner's
Obligations or Lender's rights under this Agreement must be contained in a
writing signed by Lender. Lender may perform any of Owner's Obligations or delay
or fail to exercise any of its rights wtthout causing a waiver of those
Obligations or rights. A waiver on one occasion shall not constitute a waiver on
any other occasion. Owner's Obligations under this Agreement shall not be
affected if Lender amends, compromises, exchanges, fails to exercise, impairs or
releases any of the obligations belonging to any Owner or third party or any of
its rights against any Owner, third party or collateral.

24. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
to the benefit of Owner and Lender and their respective successors, assigns,
trustees, receivers, administrators, personal representatives, iegatees, and
devisees.

25. NOTICES. Any notice or other communication to be provided under this
Agreement shall be in writing and sent to the parties at the addresses described
in this Agreement or such other address as the parties may designate in writing
from time to time.

26. SEVERABILITY. If any provision of this Agreement violates the law or is
unenforceable, the rest of the Agreement shall remain valid.

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27. APPLICABLE LAW. This Agreement shall be governed by the laws of the
state indicated in Lender's address. Owner consents t~ the jurisdiction and
venue of any court located in the state indicated in Lender's address in the
event of any legal proceeding pertaining t(? the negotiation, execution,
performance or enforcement of any term or condition contained in this Agreement
or any related document ana agrees not to commence or seek to remove such legal
proceeding in or to a different court.

28. COLLECTION COSTS. If Lender hires an attorney to assist in collecting
any amount due or enforcing any right or remedy under this Agrnement, Owner
agrees to pay Lender's attorneys' fees and collection costs.

29. MISCELLANEOUS. This Agreement is executed for commercial purposes. Owner
shall supply information regarding Owner's business operations and financial
condition or the Collateral in the form and manner as req uested by Lender from
time to time. All information furnished by Owner to Lender shall be true,
accurate and complete in all respects. Owner and Lender agree that time is of
the essence. Owner waives presentment, demand for payment, notice of dishonor
and protest except as required by law. All references to Owner in this Agreement
shall include all parties signing below except Lender. If there is more than one
Owner, their obligations shall be joint and several. This Agreement shall remain
in full force and effect until Lender provides Owner with written notice of
termination. This Agreement and any related documents represent the complete and
integrated understanding between Owner and Lender pertaining to the terms and
conditions of those documents.

30. WAIVER OF JURY TRIAL. LENDER AND OWNER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THE
PROMISSORY NOTE, THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH OR THEREWITH, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER MAKING THE LOAN EVIDENCED BY
THE PROMISSORY NOTE.

31. ADDITIONAL TERMS:

Owner acknowledges that Owner has read, understands, and agrees to the terms and
conditions of this Agreement.

Dated: MAY 13, 1996

OWNER: SKYWAY ADVERTISING, INC. 0WNER:

/s/ ROBERT H BLANK _________________________________
ROBERT H BLANK
CEO

OWNER: OWNER:

_________________________________ _________________________________

OWNER: OWNER:

_________________________________ _________________________________

OWNER: OWNER:

_________________________________ _________________________________

P-MN208 UC FormAtion Technologies, Inc. (4/5/98) (800) 937-3799 Page 4 of 5

BANKWINDSOR
IDS Center
740 Marquette Avenue
Minneapolis, Minnesota 55402
(612) 338-2150
"LENDER"

COMMERCIAL/
AGRICULTURAL
REVOLVING OR DRAW
NOTE-VARIABLE RATE
BORROWER

SKYWAY ADVERTISING, INC.
ROBERT H BLANK

ADDRESS

12 SOUTH 6TH STREET
MINNEAPOLIS, MN 55402

TELEPHONE NO. IDENTIFICATION NO.

OFFICER INTEREST PRINCIPAL AMOUNT/ FUNDING/ MATURITY CUSTOMER LOAN
INITIALS RATE CREDIT LIMIT AGREEMENT DATE DATE NUMBER NUMBER

KRH VARIABLE $35,000.00 05/17/96 05/13/97 95267503

PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender indicated
above the principal amount of THIRTY-FIVE THOUSAND AND NO/ 100 Dollars
($35,000.00) or, if less, the aggregate unpaid principal amount ot all loans or
advances made by the Lender to the Borrower, plus interest on the unpaid
principal balance at the rate and in the manner described below. All amounts
received by Lender shall be applied first to late payment charges and expenses,
then to accrued interest, and then to principal or in any other order as
determined by Lender, in Lender's sole discretion, as permitted bv law.

INTEREST RATE: This Note has a variable rate feature. Interest on the Note may
change from time to time if the Index Rate identified below changes. Interest
shall be computed on the basis of 3 60 days per year. Interest on this Note
shall be calculated at a variable rate equal to TWO AND 500 / 1000 percent
(2.500%) per annum over the Index Rate. The initial Index Rateis currently EIGHT
AND 250/1000 percent (8.250%) per annum. The initial interest rate on this Note
shall be TEN AND 7 50 /1000 percent (10.750%) per annum. Any change in the
interest rate resulting from a change in the Index Rate will be effective on:THE
DATE THE INDEX RATE CHANGES

INDEX RATE: The Index Rate for this Note shall be: FIRST BANK NATIONAL
ASSOCIATION REFERENCE RATE

MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be TEN
AND 750/1000 percent (10.750%) per annum. The maximum interest rate on this Note
shall not exceed TWENTY-ONE AND 750/1000 percent (21.750%) per annum or the
maximum interest rate Lender is permitted to charge by law, whichever is less.

POST-MATURITY RATE:[ ] If checked, this loan is for a binding commitment of at
least $100,000.00 and after maturity, due to scheduled maturity or acceleration,
past due amounts shall bear interest at the lesser of:
_____________________________________________________, or the maximum interest
rate Lender is permitted to charge by law.

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:

INTEREST ONLY PAYMENTS BEGINNING JUNE 13, 1996 AND CONTINUING AT MONTHLY
TIME INTERVALS THEREAFTER. A FINAL PAYMENT OF THE UNPAID PRINCIPAL BALANCE
PLUS ACCRUED INTEREST IS DUE AND PAYABLE ON MAY 13, 1997.

All payments will be made to Lender at its address described above and in lawful
currency of the United States of America.

RENEWAL: If checked, [ ] this Note is a renewal of loan number
________________________________________ , and is not in payment of that Note.

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest in, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are now or in the future in Lender's custody or control.
Upon default, and to the extent permitted by applicable law, Lender may exercise
any or all of its rights or remedies as a secured party with respect to such
property which rights and remedies shall be in addition to aii other rights and
remedies granted to Lender including, without limitation, Lender's common law
right of setoff. [X] If checked, the obligations under this Note are also
secured by a lien and/or security interest in the property described in the
documents executed in connection with this Note as well as any other property
designated as security now or in the future.

PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note contains more than one installment, all prepayments
will be credited as determined by Lender and as permitted by law. If this Note
is prepaid in full. there will be: [ ] No prepayment penalty. [ ] A prepayment
penalty of ______________ % of the principal prepaid.

LATE PAYMENT CHARGE: If a payment is received more than __n/a__ days late,
Borrower will be charged a late payment charge of __n/a%__ of the unpaid late
installment.

REVOLVING OR DRAW FEATURE: [X] This Note possesses a revolving feature. Upon
satisfaction of the conditions set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay and
reborrow from time to time during the term of this Note. [ ] This Note possesses
a draw feature. Upon satisfaction of the conditions set forth in this Note,
Borrower shall be entitled to make one or more draws under this Note. The
aggregate amount of such draws shall not exceed the full principal amount of
this Note.

Lender shall maintain a record of the amounts loaned to and repaid by Borrower
under this Note. The aggregate unpaid principal amount shown on such record
shall be rebuttable presumptive evidence of the principal amount owing and
unpaid on this Note. The Lender's failure to record the date and amount of any
loan or advance shall not limit or otherwise affect the obligations of the
Borrower under this Note to repay the principal amount of the loans or advances
together with all interest accruing thereon. Lender shall not be obligated to
provide Borrower with a copy of the record on a periodic basis. Borrower shall
be entitled to inspect or obtain a copy of the record during Lender's business
hours.

CONDITIONS FOR ADVANCES: If there is no default under this Note, Borrower shall
be entitled to borrow monies or make draws under this Note (subject to the
limitations described above) under the following conditions:

THIS NOTE EVIDENCES A DISCRETIONARY LINE OF CREDIT; IT SHALL NOT MEAN THAT THE
BANK IS OBLIGATED TO MAKE ANY ADVANCES. EACH ADVANCE ON THIS NOTE SHALL BE IN
THE SOLE DISCRETION OF THE BANK'S OFFICERS.

BORROWER ACKNOWLEDGES THAT BORROWER HAS READ, UNDERSTANDS, AND AGREES TO THE
TERMS AND CONDITIONS OF THIS NOTE INCLUDING THE PROVISIONS ON THE REVERSE SIDE.
BORROWER ACKNOWLEDGES RECEIPT OF AN EXACT COPY OF THIS NOTE.

NOTE DATE: MAY 17, 1996

BORROWER: SKYWAY ADVERTISING, INC. BORROWER: ROBERT H BLANK

/s/ ROBERT H. BLANK /s/ ROBERT H. BLANK
ROBERT H BLANK ROBERT H BLANK
CEO Individually

BORROWER: BORROWER:

__________________________________ __________________________________

BORROWER: BORROWER:

__________________________________ __________________________________

BORROWER: BORROWER:

__________________________________ __________________________________

LP-MN204 ~ FormAtion Technologies, Inc. (5/27/92) (800) 937-3799

TERMS AND CONDITIONS

1. DEFAULT: Borrower will be in default under this Note in the event that
Borrower or any guarantor or any other third party: (a) fails to make any
payment on this Note or any other indebtedness to Lender when due; (b) fails to
perform any obligation or breaches any warranty or covenant to Lender contained
in this Note or any other present or future written agreement regarding this or
any indebtedness of Borrower to Lender; (c) provides or causes any false or
misleading signature or representation to be provided to Lender; (d) allows the
collateral securing this Note (if any) to be lost, stolen, destroyed, damaged in
any material respect, or subjected to seizure or confiscation; (e) permits the
entry or service of any garnishment, judgment, tax levy, attachment or lien
against Borrower, any guarantor, or any of their property or the Collateral; (f)
dies, becomes legally incompetent, is dissolved or terminated, ceases to operate
its business, becomes insolvent, makes an assignment for the benefit of
creditors, fails to pay debts as they become due, or becomes the subject of any
bankruptcy, insolvency or debtor rehabilitation proceeding; or (g) causes Lender
to deem itself insecure for any reason, or Lender, for any reason, in good faith
deems itself insecure.

2. RIGHTS OF LENDER ON DEFAULT: If there is a default under this Note, Lender
will be entitled to exercise one or more of the following remedies without
notice or demand (except as required by law): (a) to cease making additional
advances under this Note; (b) to declare the principal amount plus accrued
interest under this Note and all other present and future obligations of
Borrower immediately due and payable in full; (c) to collect the outstanding
obligations of Borrower with or without resorting to judicial process; (d) to
take possession of any collateral in any manner permitted by law; (e) to require
Borrower to deliver and make available to Lender any collateral at a place
reasonably convenient to Borrower and Lender; (f) to sell, lease or otherwise
dispose of any collateral and collect any deficiency balance with or without
resorting to legal process; (g) to set-off Borrower's obligations against any
amounts due to Borrower including, but not limited to monies, instruments, and
deposit accounts maintained with Lender; and (h) to exercise all other rights
available to Lender under any other written agreement or applicable law.
Lender's rights are cumulative and may be exercised together, separately, and in
any order. Lender's remedies under this paragraph are in addition to those
available at common law, including, but not limited to, the right of set-off.

3. DEMAND FEATURE: If this Note contains a demand feature, Lender's right to
demand payment, at any time, and from time to time, shall be in Lender's sole
and absolute discretion, whether or not any default has occurred.

4. FINANCIAL INFORMATION: Borrower will provide Lender with current financial
statements and other financial information (including, but not limited to,
balance sheets and profit and loss statements) upon request.

5. MODIFICATION AND WAIVER: The modification or waiver of any of Borrower's
obligations or Lender's rights under this Note must be contained in a writing
signed by Lender. Lender may perform any of Borrower's obligations or delay or
fail to exercise any of its rights without causing a waiver of those obligations
or rights. A waiver on one occasion will not constitute a waiver on any other
occasion. Borrower's obligations under this Note shall not be affected if Lender
amends, compromises, exchanges, fails to exercise, impairs or releases any of
the obligations belonging to any co-borrower or guarantor or any of its rights
against any co-borrower, guarantor or collateral.

6. SEVERABILITY AND INTEREST LIMITATION: If any provision of this Note is
invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Notwithstanding anything contained in this Note to the contrary, in no event
shall interest accrue under this Note, before or after maturity, at a rate in
excess of the highest rate permitted by applicable law, and if interest
(including any charge or fee held to be interest by a court of competent
jurisdiction) in excess thereof be paid, any excess shall constitute a payment
of, and be applied to, the principal balance hereof, and if the principal
balance has been fully paid, then such interest shall be repaid to the Borrower.

7. ASSIGNMENT: Borrower will not be entitled to assign any of its rights,
remedies or obligations described in this Note without the prior written consent
of Lender which may be withheld by Lender in its sole discretion. Lender will be
entitled to assign some or all of its rights and remedies described in this Note
without notice to or the prior consent of Borrower in any manner.

8. NOTICE: Any notice or other communication to be provided to Borrower or
Lender under this Note shall be in writing and sent to the parties at the
addresses described in this Note or such other address as the parties may
designate in writing from time to time.

9. APPLICABLE LAW: This Note shall be governed by the laws of the state
indicated in Lender's address. Borrower consents to the jurisdiction and venue
of any court located in the state indicated in Lender's address in the event of
any legal proceeding pertaining to the negotiation, execution, performance or
enforcement of any term or condition contained in this Note or any related loan
document and agrees not to commence or seek to remove such legal proceeding in
or to a different court.

10. COLLECTION COSTS: If Lender hires an attorney to assist in collecting any
amount due or enforcing any right or remedy under this Note, Borrower agrees to
pay Lender's attorney's fees, to the extent permitted by applicable law, and
collection costs.

11. RETURNED CHECK: If a check for payment is returned to Lender for any reason,
Lender will charge an additional fee of $15.00.

12. MISCELLANEOUS: This Note is being executed for commercial/agricultural
purposes. Borrower and Lender agree that time is of the essence. Borrower waives
presentment, demand for payment, notice of dishonor and protest. If Lender
obtains a judgment for any amount due under this Note, interest will accrue on
the judgment at the judgment rate of interest permitted by law. Ajl references
to Borrower in this Note shall include all of the parties signing this Note. If
there is more than one Borrower, their obligations will be joint and several.
This Note and any related documents represent the complete and integrated
understanding between Borrower and Lender pertaining to the terms and conditions
of those documents.

13. JURY TRIAL WAIVER: BORROWER HEREBYWAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL SECURING
THIS NOTE. 14. ADDITIONAL TERMS:

THIS NOTE IS SECURED BY AN EXISTING SECURITY AGREEMENT DATED MAY 13, 1996.
PURPOSE: WORKING CAPITAL

PRINCIPAL ADVANCES AND PAYMENTS INTEREST PAYMENTS RATE CHANGE
- ------------------------------------------------------------------- ----------------------------------------- -------------

Made Date Amount of Amount of Principal Undisbursed Received Date Interest Date Date Rate
By Advance Payment Balance Commitments By Paid Paid To

LPMNBTC (C) FormAtion Technologies, Inc. (4/22/92) (800) 937-3799

BANKWINDSOR
IDS Center
740 Marquette Avenue
Minneapolis, Minnesota 55402
(612) 338-2150
"LENDER"

COMMERCIAL/
AGRICULTURAL
REVOLVING OR DRAW
NOTE-VARIABLE RATE
BORROWER

SKYWAY ADVERTISING, INC.
ROBERT H BLANK

ADDRESS

12 SOUTH 6TH STREET
MINNEAPOLIS, MN 55402

TELEPHONE NO. IDENTIFICATION NO.

OFFICER INTEREST PRINCIPAL AMOUNT/ FUNDING/ MATURITY CUSTOMER LOAN
INITIALS RATE CREDIT LIMIT AGREEMENT DATE DATE NUMBER NUMBER

KRH VARIABLE $100,000.00 05/13/96 05/13/97 95267502

PROMISE TO PAY

For value received, Borrower promises to pay to the order of Lender indicated
above the principal amount of ONE HUNDRED THOUSAND AND NO/100 ($100, 000.00) or,
tf less, the aggregate unpaid principal amount of all loans or advances made by
the Lender to the Borrower, plus interest on the unpaid principal balance at the
rate and in the manner described below. All amounts received by Lender shall be
applied first to late payment charges and expenses, then to accrued interest,
and then to principal or in any other order as determined by Lender, in Lender's
sole discretion, as permitted by law.

INTEREST RATE: ThIs Note has a variable rate feature. Interest on the Note may
change from time to time if the Index Rate identified below changes. Interest
shall be computed on the basis of 360 days per year. Interest on this Note shall
be calculated at a variable rate equal to TWO AND 500/1000 percent (2.500%) per
annum over the Index Rate. The initial Index Rate is currently EIGHT AND
250/1000 percent (8.250%) per annum. The initial interest rate on this Note
shall be TEN AND 750/1000 percent (10.750%) per annum. Any change in the
interest rate resulting from a change in the Index Rate will be effective on:THE
DATE THE INDEX RATE CHANGES

INDEX RATE: The Index Rate for this Note shall be: FIRST BANK NATIONAL
ASSOCIATION REFERENCE RATE

MINIMUM RATE/MAXIMUM RATE: The minimum interest rate on this Note shall be TEN
AND 750/1000 percent (10.750%) per annum. The maximum interest rate on this Note
shall not exceed TWENTY-ONE AND 750/1000 percent (21.750%) per annum or the
maximum Interest rate Lender is permitted to charge by law, whichever is less.

POST-MATURITY RATE: ~ If checked, this loan is for a binding commitment of at
least $100,000.00 and after maturity, due to scheduled maturity or acceleration,
past due amounts shall bear interest at the lesser of:_________________________
or the maximum interest rate Lender is permitted to charge by law.

PAYMENT SCHEDULE: Borrower shall pay the principal and interest according to the
following schedule:

INTEREST ONLY PAYMENTS BEGINNING JUNE 13, 1996 AND CONTINUING AT MONTHLY
TIME INTERVALS THEREAFTER. A FINAL PAYMENT OF THE UNPAID PRINCIPAL BALANCE
PLUS ACCRUED INTEREST IS DUE AND

PAYABLE ON MAY 13, 1997.

All payments will be made to Lender at its address described above and in lawful
currency of the United States of America.

RENEWAL: If checked, [ ] this Note is a renewal of loan number
________________________________________ ,and is not in payment of that Note.

SECURITY: To secure the payment and performance of obligations incurred under
this Note, Borrower grants Lender a security interest In, and pledges and
assigns to Lender all of Borrower's rights, title, and interest, in all monies,
instruments, savings, checking and other deposit accounts of Borrower's,
(excluding IRA, Keogh and trust accounts and deposits subject to tax penalties
if so assigned) that are now or in the future in Lender's custody or control.
Upon default, and to the extent permitted by applicable law, Lender may exercise
any or all of Its rights or remedies as a secured party with respect to such
property which rights and remedies shall be in addition to all other rights and
remedies granted TO Lender Including, without limitation, Lender's common law
right of setoff. [X] If checked, the obligations under this Note are also
secured by a lien and/or security interest in the property described in the
documents executed in connection with this Note as well as any other property
designated as security now or in the future.

PREPAYMENT: This Note may be prepaid in part or in full on or before its
maturity date. If this Note contains more than one installment, all prepayments
will be credited as determined by Lender and as permitted by law. If this Note
is prepaid in full, there will be: [X] No prepayment penalty. [ ] A prepayment
penalty of ______________ % of the principal prepaid.

LATE PAYMENT CHARGE: If a payment is received more than ___n/a___ days late,
Borrower will be charged a late payment charge of ___n/a%___ of the unpaid late
Installment.

REVOLVING OR DRAW FEATURE: [X] This Note possesses a revolving feature. Upon
satisfaction of the condition s set forth in this Note, Borrower shall be
entitled to borrow up to the full principal amount of the Note and to repay and
reborrow from time to time during the term of this Note. [ ] This Note possesses
a draw feature. Upon satisfaction of the conditions set forth In this Note,
Borrower shall be entitled to make one or more draws under this Note. The
aggregate amount of such draws shall not exceed the full principal amount of
this Note.

NOTE DATE: MAY 13, 1996

BORROWER: SKYWAY ADVERTISING, INC. BORROWER: ROBERT H BLANK

/s/ ROBERT H. BLANK /s/ ROBERT H. BLANK
ROBERT H BLANK ROBERT H BLANK
CEO Individually

BORROWER: BORROWER:

__________________________________ __________________________________

BORROWER: BORROWER:

__________________________________ __________________________________

BORROWER: BORROWER:

__________________________________ __________________________________

LP-MN204 ~ FormAtion Technologies. Inc. (5/27/92) (800) 937-3799

TERMS AND CONDITIONS

3. DEMAND FEATURE: If this Note contains a demand feature, Lender's right to
demand payment, at any time, and from time to time, shall be in Lender's soje
and absolute discretion, whether or not any default has occurred.

11. RETURNED CHECK: If a check for payment is returned to Lender for any reason,
Lender will charge an additional fee of $15.00.

12. MISCELLANEOUS: This Note is being executed for commercial/agricultural
purposes. Borrower and Lender agree that time is of the essence. Borrower waives
presentment, demand for payment, notice of dishonor and protest. If Lender
obtains a judgment for any amount due under this Note, interest will accrue on
the judgment at the judgment rate of interest permitted by law. All references
to Borrower in this Note shall include all of the parties signing this Note. If
there is more than one Borrower, their obligations will be joint and several.
This Note and any related documents represent the complete and integrated
understanding between Borrower and Lender pertaining to the terms and conditions
of those documents.

13. JURY TRIAL WAIVER: BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
CIVIL ACTION ARISING OUT OF, OR BASED UPON, THIS NOTE OR THE COLLATERAL SECURING
THIS NOTE. 14. ADDITIONAL TERMS:

PURPOSE: WORKING CAPITAL

PRINCIPAL ADVANCES AND PAYMENTS INTEREST PAYMENTS RATE CHANGE
- ------------------------------------------------------------------- ----------------------------------------- -------------

Made Date Amount of Amount of Principal Undisbursed Received Date Interest Date Date Rate
By Advance Payment Balance Commitments By Paid Paid To

LPMNBTC(c) FormAtion Technologies, Inc. (4/22/92) (800) 937-3799