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                                                                 Exhibit 10.9


                               SERVICES AGREEMENT

         THIS SERVICES AGREEMENT (the "Agreement") is made as of the 1st day of
May, 1993, by and between Outdoor Systems, Inc., an Arizona corporation ("OSI"),
Williams Manufacturing, Inc., an Arizona corporation ("WMI") and J&L Industries,
an Arizona corporation ("J&L"). For purposes of this Agreement, the "OSI
Companies" shall mean OSI together with its existing future direct and indirect
subsidiaries (including, without limitation, OS Advertising Company of Texas,
Inc., OS Advertising Company of Georgia, Inc., OS Advertising Company of
Phoenix, Inc. and wholly owned subsidiaries thereof).

                                    RECITALS

         WHEREAS, WMI and J&L have from time to time provided to the OSI
Companies the services of William S. Levine, an individual residing in Phoenix,
Arizona and an owner and employee of WMI and J&L (the "Executive") to perform
certain services on behalf of the OSI Companies in connection with certain
business matters; and

         WHEREAS, OSI wishes to obtain the continued management services of the
executive in connection with future activities and business of the OSI
Companies; and

         WHEREAS, WMI and J&L agrees to enter into this Agreement to make the
services of the Executive available to the OSI Companies upon the terms and
conditions set forth below;

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

         SECTION 1. Services of Executive. WMI and J&L agree to provide to OSI
or to the OSI Companies at OSI's request the services (as described below, the
"Services") of the Executive to perform and discharge well and faithfully such
duties as may be assigned to the Executive from time to time by the Board of
Directors of OSI (including, without limitation, the duties of Chief Financial
Officer). The Executive shall provide the Services to OSI or to the OSI
Companies at OSI's request when and as needed and requested by the Board of
Directors of OSI. The Services shall include, without limitation:

         a.       strategic financial planning;

         b.       negotiating the terms of financing for OSI and supervising all
                  matters relating to OSI's financing sources (including both
                  debt and equity financing);

         c.       negotiating and consummating acquisitions or similar
                  transactions;


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         d.       consulting with other executive officers of OSI with respect
                  to financial matters, personnel, insurance, operational,
                  marketing and other matters;

         e.       and such other matters necessary or appropriate in the
                  judgment of the officers and directors of OSI to effectively
                  operate the business of OSI.

The Executive shall devote at least a majority of his business time to providing
the Services of OSI (it being anticipated that the total amount of time that the
Executive will devote to providing the Services during a particular year will
average approximately 20 hours per week). The Executive, J&L and WMI may, during
the period of the Executive's service on behalf of OSI, be employed or involved
in any other business activity, provided that such activities may not include
providing services to an entity which competes with OSI.

         SECTION 3. Payment.

         a. Monthly Fees. For Services rendered by the Executive under this
Agreement, OSI shall pay to WMI or J&L (as WMI and J&L shall direct from time to
time) a monthly fee of Twenty Thousand Eight Hundred Thirty-Three Dollars
($20,833) during the period from the date hereof until the date this Agreement
shall terminate (the "Monthly Payment"). The amount of the Monthly Payment shall
increase or decrease on each anniversary date of the date of this Agreement by
that percentage that equals the percent by which the consumer price index
increased (or decreased, as the case may be) during the one-year period ending
on such anniversary date. "Consumer price index" refers to the consumer price
index for the Phoenix standard metropolitan statistical area as published by the
United States Department of Labor, Bureau of Labor Statistics. The Monthly
Payment shall be paid on the last day of each month, or if such day is not a
Business Day, on the preceding Business Day. For purposes of this Agreement, a
"Business Day" is any day on which banks in Phoenix, Arizona are required to be
open for business.

         b. Reimbursement of Costs. OSI agrees to pay miscellaneous costs,
charges or expenses incurred by WMI, J&L or the Executive in the ordinary course
of the Executive's performance of his duties pursuant to Section 1 above. Such
costs shall be reimbursed to WMI and J&L upon presentation of evidence of such
expenditures in reasonable detail.

         c. Benefits. The Executive shall not have any claim against OSI for any
employee benefits (including vacation pay, sick leave, retirement benefits,
Social Security, workers' compensation, disability, health or unemployment
insurance benefits) except as provided above or as OSI may, in its sole
discretion, from time to time provide to the Executive. OSI shall not be
required to withhold taxes for the Executive.

         SECTION 3. Terms of Agreement: Renewal. The term of this Agreement
shall begin on the date first written above and shall continue for a period of
one (1) year; provided, however, that following the expiration of the initial
one year term, the term of


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this Agreement shall be extended for successive one (1) year terms thereafter,
but may be terminated by either party at any time within sixty days prior
written notice. In addition, this Agreement may be terminated at any time by OSI
without prior notice in accordance with one of the following provisions:

         a. For Cause. This Agreement may be terminated by OSI at any time for
Cause (as hereinafter defined). As used in this Agreement, "Cause" shall mean
any of the following events:

                  i. the Executive's commission or conviction of, or plea of
                  guilty or nolo contendere to, a felony (other than a felony
                  resulting from a traffic violation), a crime of falsehood, or
                  a crime involving moral turpitude, or the actual incarceration
                  of the Executive;

                  ii. the Executive's material failure to perform properly the
                  Executive's duties to OSI other than a failure resulting from
                  the Executive's incapacity because of physical or mental
                  illness;

                  iii. the Executive's commission of any act of misconduct that
                  damages the business or reputation of OSI.


If this Agreement is terminated under the provisions of this Section 3a, all
payments to WMI and J&L under this Agreement shall cease to accrue as of the
effective date of such termination.

         b. Death. If the Executive dies, this Agreement shall be deemed to
terminate as of the date of the Executive's death and all payments to WMI and
J&L shall cease to accrue.

         c. Disability or Unavailability. If the Executive becomes disabled and
is unable to perform his duties pursuant to this Agreement, this Agreement may
be terminated immediately upon giving WMI and J&L notice to that effect and all
payments shall cease to accrue; provided that in each case OSI shall pay to WMI
on the termination date an amount equal to twelve times the then current Monthly
Payment.

         d. Termination of Employment. If the Executive ceases to be employed by
WMI and J&L or is unavailable or unwilling to perform his duties to OSI, this
Agreement shall cease as of the date of such termination, unavailability or
cessation of services and all payments to WMI and J&L shall case to accrue.

         SECTION 4. General Liability. With regard to the Services to be
performed by WMI, J&L and the executive pursuant to the terms of this Agreement,
none of WMI, J&L or any of their respective officers, directors, employees or
agents (including without limitation the Executive) shall be liable to OSI or
any of its subsidiaries or affiliates for any acts or omission in the
performance of said services on the part of WMI or J&L or




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any of such directors, officers, employees or agents, except when said acts or
omissions of, or attributable to, WMI or J&L result from the fraud, bad faith or
gross negligence of WMI or J&L, or their respective directors, officers,
employees and agents. OSI agrees to and shall indemnify, protect, defend and
hold WMI and J&L (including their respective directors, officers, employees and
agents) free and harmless against any obligations, costs, claims, demands,
judgments, attorneys' fees, and attachments arising from or growing out of the
services rendered to OSI hereunder or in any way connected with the rendering of
such services, except when the same shall arise as a result of fraud, bad faith
or negligence of WMI or J&L (including their respective directors, officers,
employees and agents) as adjudged by a court of competent jurisdiction.

         SECTION 5.  Miscellaneous.

         a. Governing Law. This Agreement shall be governed by the laws of the
State of Arizona.

         b. Entire Agreement. This document constitutes the entire agreement of
the parties. Amendments and waivers may be made only with the written approval
of both parties.

         c. Assignment. This Agreement shall not be assignable by either party,
except by OSI to any successor in interest of OSI (including, without
limitation, Outdoor Systems, Inc., a Delaware corporation into which OSI
proposes to merge). This Agreement shall be binding on, and inure to the benefit
of, OSI and its successors and assigns.

         d. Notice. Any notice required or permitted under this Agreement shall
be sufficient if written and hand-delivered or sent by registered mail, return
receipt requested as follows:

         If to WMI:                 Williams Manufacturing, Inc.
                                    2810 W. Camelback Road
                                    Phoenix, Arizona  85017
                                    Attention: William S. Levine

         If to J&L:                 J&L Industries, Inc.
                                    2810 W. Camelback Road
                                    Phoenix, Arizona  85017
                                    Attention: William S. Levine

         If to OSI:                 Outdoor Systems, Inc.
                                    2502 N. Black Canyon Highway
                                    Phoenix, Arizona  85009
                                    Attention: Arte Moreno



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         e. Severability. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality or enforceability of
any of the remaining portions shall not be in any way affected or impaired
thereby.

         f. Headings. The paragraph headings and captions of this Agreement are
for reference only, are not part of this Agreement, and they shall not be
construed as limiting or affecting any of the contents of this Agreement or its
paragraphs.

         g. Counterpart Execution. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.

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

                                                       OUTDOOR SYSTEMS, INC.

                                                By: /s/ Arte Moreno
                                                    ------------------------
                                                      Arte Moreno, President

                                                WILLIAMS MANUFACTURING, INC.

                                                By: /s/ William S. Levine
                                                    ------------------------
                                                William S. Levine, President

                                                        J&L INDUSTRIES, INC.

                                                By: /s/ William S. Levine
                                                    ------------------------
                                                William S. Levine, President

         ACKNOWLEDGED AND AGREED TO:

          /s/ William S. Levine
     -----------------------------------
              William S. Levine




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                      AMENDMENT NO. 1 TO SERVICES AGREEMENT


         THIS AMENDMENT NO. 1 TO SERVICES AGREEMENT (this "Amendment No. 1") is
entered into this 15th day of April, 1996 by and between Outdoor Systems, Inc.,
a Delaware corporation and successor by merger to Outdoor Systems, Inc., an
Arizona corporation ("OSI"), Williams Manufacturing, Inc., an Arizona
corporation ("WMI"), and J&L Industries, Inc., an Arizona corporation
("J&L");

         WHEREAS, the parties hereto wish to amend certain provisions of that
certain Services Agreement (the "Agreement") dated as of May 1, 1993;

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

         1. Amendment. Section 2(a) of the Agreement is hereby amended,
effective July 1, 1995, to read in its entirety as follows:

                  a. Monthly Fees. For services rendered by the Executive under
         this Agreement, OSI shall pay to WMI or J&L (as WMI and J&L shall
         direct from time to time) a monthly fee of Thirty-seven thousand five
         hundred dollars ($37,500) during the period from July 1, 1995 until the
         date this Agreement shall terminate (the "Monthly Payment"). The
         Monthly Payment shall be paid on the last day of each month, or if such
         day is not a Business Day, on the preceding Business Day. For purposes
         of this Agreement, a "Business Day" is any day on which banks in
         Phoenix, Arizona are required to be open for business.

         2. Confirmation. All terms and provisions of the Agreement, as amended
by Section 1, are hereby ratified and confirmed.

         3. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original , but all such counterparts together shall constitute but one and the
same instrument.

         IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as
of the date above written.




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                                                       OUTDOOR SYSTEMS, INC.

                                                By: /s/ Arte Moreno
                                                    ------------------------
                                                      Arte Moreno, President

                                                WILLIAMS MANUFACTURING, INC.

                                                By: /s/ William S. Levine
                                                    ------------------------
                                                William S. Levine, President

                                                        J&L INDUSTRIES, INC.

                                                By: /s/ William S. Levine
                                                    ------------------------
                                                William S. Levine, President

         ACKNOWLEDGED AND AGREED TO:

          /s/ William S. Levine
     -----------------------------------
              William S. Levine