<PAGE>   1
                                                                     EXHIBIT 2.1


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                            ASSET PURCHASE AGREEMENT


                                      AMONG


                      TRANSWESTERN PUBLISHING COMPANY LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY,


                       MAST ADVERTISING & PUBLISHING, INC.
                             A DELAWARE CORPORATION,

                                       AND

                            ALLIED MANAGEMENT, INC.,
                              A GEORGIA CORPORATION


                                      DATED
                                      AS OF

                                JANUARY 30, 1998



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<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----

<S>                                                                                         <C>
ARTICLE 1 -  DEFINITIONS.....................................................................1

ARTICLE 2 - PURCHASE AND SALE................................................................5

        2.1    Purchased Assets..............................................................5
               (a)    Asset Purchase.........................................................5
               (b)    Excluded Assets........................................................6
               (c)    Limited Assumed Liabilities............................................6
               (d)    Excluded Liabilities...................................................7

        2.2    Purchase Price................................................................7

        2.3    Closing Date Transactions.....................................................8
               (a)    Closing................................................................8
               (b)    Deliveries on the Closing Date.........................................8

        2.4    Payment of Pre-Paid Costs on the Closing Date.................................8

        2.5    Seller Note Adjustment........................................................9

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES..................................................10

        3.1    Representations and Warranties of Seller.....................................10
               (a)    Organization, Qualification and Corporate Power.......................10
               (b)    Authorization of Transaction..........................................10
               (c)    Noncontravention......................................................11
               (d)    Governmental Consent..................................................11
               (e)    Recent Events.........................................................11
               (f)    Intellectual Property.................................................12
               (g)    Contracts and Commitments.............................................13
               (h)    Financial Statements..................................................13
               (i)    Accuracy of Information Furnished.....................................14
               (j)    Customer Contract Receivables; Advance Payments.......................14
               (k)    Employees and Employee Benefit Plans..................................14
               (l)    Legal Compliance with Laws............................................14
               (m)    Litigation; Proceedings...............................................14
               (n)    Title and Sufficiency of Assets.......................................15
               (o)    Directory Listings....................................................15
               (p)    Brokers' Fees.........................................................15
               (q)    Tax Matters...........................................................15
               (r)    Leases................................................................17
</TABLE>



                                      -i-
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<TABLE>

<S>                                                                                        <C>
               (s)    Customers and Suppliers...............................................18
               (t)    Disclosure............................................................18
               (u)    Closing Date..........................................................18

        3.2    Representations and Warranties of TransWestern...............................18
               (a)    Organization..........................................................18
               (b)    Authorization of Transaction..........................................19
               (c)    Noncontravention......................................................19
               (d)    Governmental Consent..................................................19
               (e)    Brokers' Fees.........................................................19
               (f)    Closing Date..........................................................19

ARTICLE 4 - COVENANTS.......................................................................20

        4.1    Pre-Closing Covenants........................................................20
               (a)    Affirmative Covenants Concerning the Business.........................20
               (b)    Negative Covenants Concerning the Business............................21
               (c)    Exclusivity...........................................................21
               (d)    General Obligation to Close...........................................22

        4.2    Other Covenants..............................................................22
               (a)    Full Access...........................................................22
               (b)    Notice of Developments................................................22
               (c)    Employee Matters......................................................22

        4.3    TransWestern's Post-Closing Collection Obligation............................23
               (a)    ......................................................................23
               (b)    ......................................................................24

        4.4    Payment of Certain Direct Costs..............................................24

ARTICLE 5 -  CONDITIONS.....................................................................24

        5.1    Conditions To Closing........................................................24
               (a)    Conditions to Closing Obligations of TransWestern.....................24
               (b)    Conditions to Closing Obligations of Seller...........................26

ARTICLE 6 - TERMINATION.....................................................................27

        6.1    Termination..................................................................27

        6.2    Effect of Termination........................................................27
</TABLE>



                                     - ii -


<PAGE>   4


<TABLE>
<S>                                                                                        <C>
ARTICLE 7 - ADDITIONAL AGREEMENTS...........................................................28

        7.1    Post-Closing Assistance......................................................28

        7.2    Confidentiality..............................................................28
               (a)    Information Concerning the Parties....................................28
               (b)    Notice of Compulsory Disclosure.......................................28
               (c)    Non-Competition.......................................................29

        7.3    Indemnification..............................................................30

        7.4    Arbitration..................................................................32

        7.5    Miscellaneous................................................................34
               (a)    Representations and Warranties........................................34
               (b)    Press Releases and Announcements; Notice to Customers.................34
               (c)    Further Transfers and Assurance.......................................34
               (d)    Name and Logos of Parties.............................................34
               (e)    No Third Party Beneficiaries..........................................35
               (f)    Entire Agreement......................................................35
               (g)    Succession and Assignment.............................................35
               (h)    Counterparts..........................................................35
               (i)    Headings..............................................................35
               (j)    Notices...............................................................35
               (k)    Governing Law.........................................................36
               (l)    Amendments and Waivers................................................36
               (m)    Severability..........................................................36
               (n)    Expenses..............................................................36
               (o)    Taxes; Recording Charges..............................................37
               (p)    Construction..........................................................37
               (q)    Incorporation of Exhibits and Schedules...............................37
               (r)    Number and Gender.....................................................37
</TABLE>



                                     - iii -


<PAGE>   5


EXHIBITS

        Exhibit A         Form of Seller Note
        Exhibit B         Form of Bill of Sale
        Exhibit C         Net Collection Methodology
        Exhibit D         Form of Opinion of Seller's and Stockholders' Counsel
        Exhibit E         Pro Forma





SCHEDULES                                                      Section Reference
                                                               -----------------
          Contracts Schedule                                      2.1(a)(vi)
          Additional Purchased Assets Schedule                    2.1(a)(vii)
          Assumed Lease Schedule                                  2.1(a)(viii)
          Assumed Liability Schedule                              2.1(c)(iii)
          Qualifications Schedule                                 3.1(a)
          Recent Events Schedule                                  3.1(e)
          Intellectual Property Schedule                          3.1(f)
          Financial Statements Schedule                           3.1(h)
          Litigation Schedule                                     3.1(m)
          Taxes Schedule                                          3.1(q)
          Employee Schedule                                       7.5(e)



                                     - iv -


<PAGE>   6



                            ASSET PURCHASE AGREEMENT


               THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of January 30, 1998, by and among TransWestern Publishing
Company LLC, a Delaware limited liability company ("TransWestern"), Mast
Advertising & Publishing, Inc., a Delaware corporation ("Seller"), and Allied
Management, Inc., a Georgia corporation and the sole shareholder of Seller
("Shareholder"). TransWestern, Seller and Shareholder are sometimes referred to
individually as a "Party" and collectively as the "Parties."

               Each of Seller and TransWestern is in the business of printing,
publishing and distributing telephone directory "yellow pages." Subject to the
terms and conditions set forth herein, TransWestern desires to acquire from
Seller and Seller desires to sell to TransWestern certain of its businesses,
assets and properties relating to the Monroe Directory, the Hancock Directory,
the Seneca Directory, the Portage Directory, the Lorain Directory, the Geauga
Directory, the Columbia Directory and the Upper Cumberland Directory (each as
defined below and sometimes referred to herein collectively as the
"Directories"; each, a "Directory").

               NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties hereby agree as follows:


                             ARTICLE 1 - DEFINITIONS

               "Advance Payment" means a customer payment made with respect to
any Customer Contract associated with any edition of any Directory prior to
publication of such edition.

               "Coastal Note" means the promissory note, dated December 9, 1997,
in the original principal amount of $270,000, payable to Seller by Coastal
Directories, L.L.C., together with all right, title and interest of Seller
arising under the Security Agreement, dated as of December 9,1997, between
Seller and Coastal.

               "Code" means the Internal Revenue Code of 1986, as amended, and
all rules and regulations promulgated thereunder.

               "Collected Accounts Receivable" means, with respect to any
edition of any Directory, all cash amounts collected by any Party with respect
to any Customer Contract after the date of the publication of such edition.

               "Columbia Directory" means the telephone directory owned by
Seller as of the date hereof which covers the following counties of Tennessee:
Lawrence, Giles, Maury, Lewis and Marshall.



                                      - 1 -
<PAGE>   7

               "Customer Contract" means any written contract or agreement
(other than trade contracts) between Seller and any of its customers (or under
which Seller has rights) which has been entered into and signed by the parties
thereto in connection with the publication of the Directories and corresponding
provision of Directory Services.

               "Direct Costs" means, collectively, (i) sales commissions,
salaries, benefits, payroll taxes associated with any Directory and related
travel expenses for account executives only to the extent associated with any
Directory, (ii) all sales support costs, including sales manager costs, office
rent and utilities and all other support costs included in Seller's actual job
cost reports, (iii) license fees for white pages, and (iv) third party paper,
printing, production and shipping costs and (v) distribution costs.

               "Directory Services" means the printing and publishing of
advertisements in any Directory.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and all rules and regulations promulgated thereunder.

               "FTC" means Farmers Telephone Cooperative, Inc., the majority
shareholder of Shareholder.

               "Future Edition Customer Contract" means any Customer Contract
associated with any Future Edition.

               "Future Editions" means, collectively, any edition of any of the
Directories which is published after the Closing Date, other than the 1998
Monroe Directory.

               "GAAP" means United States generally accepted accounting
principles applied in a manner consistent with the Latest Balance sheet (as
defined in Section 3.1(h)).

               "Geauga Directory" means the telephone directory as owned and
published by Seller on the date hereof which covers Geauga County, Ohio. "1998
Geauga Directory," for example, means the edition of such Directory published in
January, 1998.

               "Hancock Directory" means the telephone directory as owned by
Seller on the date hereof which covers Hancock County, Ohio. "1997 Hancock
Directory," for example, means the edition of such Directory published in July,
1997.

               "Intellectual Property" means all (i) patents, patent
applications, patent disclosures, and improvements thereto, (ii) trademarks,
service marks, trade dress, logos, trade names, and corpo rate names and
registrations and applications for registration thereof, (iii) copyrights and
registra tions and applications for registration thereof, (iv) mask works and
registrations and applications for registration thereof, (v) computer software,
data and documentation, (vi) trade secrets and confidential business
information (including ideas, formulas, compositions, inventions (whether patent
able or unpatentable and whether or not reduced to practice), know-how,
manufacturing and production 



                                     - 2 -
<PAGE>   8

processes and techniques, research and development information, software
products in development, drawings, specifications, designs, plans, proposals,
technical data, copyrightable works, financial (excluding employee benefit
plans), marketing, and business data, pricing and cost information, business and
marketing plans, and customer and supplier lists and information), and (vii)
copies and tangible embodiments thereof (in whatever form or medium).

               "Liability" or "Liabilities" means any liability (whether known
or unknown, whether asserted or not asserted, whether absolute or contingent,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for taxes.

               "Lorain Directory" means the telephone directory as owned by
Seller on the date hereof which covers Lorain County, Ohio. "1997 Lorain
Directory," for example, means the edition of such Directory published in May,
1997.

               "Loss" means any loss, Liability, damage or expense, whether or
not arising out of third party claims (including, without limitation, interest,
penalties, reasonable attorneys' fees and expenses and all amounts paid in
investigation, defense or settlement of any of the foregoing).

               "Mast Principal" means Douglas Lackey.

               "Material Adverse Effect" means any change, event or occurrence
which has a material adverse effect upon the assets, business, operations,
prospects or condition (financial or otherwise) of any Directory or the
Directories considered as a whole or Seller and the Directories considered as a
whole.

               "Monroe Directory" means the telephone directory as owned by
Seller on the date hereof which covers Monroe County, Michigan. "1998 Monroe
Directory," for example, means the edition of such Directory published in
February, 1998.

               "Ordinary Course of Business" means the ordinary course of
business of Seller consistent with past custom and practice of Seller (including
with respect to quantity and frequency) during the twelve-month period prior to
the date hereof.

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

               "Portage Directory" means the telephone directory as owned by
Seller on the date hereof which covers Portage County, Ohio. "1997 Portage
Directory," for example, means the edition of such Directory published in
November, 1997.

               "Pre-Paid Direct Costs" means any Direct Costs associated with
any Future Editions which are paid by Seller as of the Closing Date and which
are evidenced by a receipt in the amounts set forth on the Pro Forma attached
hereto.



                                     - 3 -
<PAGE>   9

               "Prior Editions" means, collectively, the 1998 Monroe Directory
and all editions of any Directory which have a publication date prior to the
Closing Date.

               "Pro Forma" means the pro forma statement of Direct Costs
(separately identifying the Pre-Paid Direct Costs and other Direct Costs)
delivered by Seller to TransWestern on the Closing Date and attached hereto as
Exhibit E.

               "Realized Net Collections" means, with respect to the Target
Editions, the result of the following: (i) the Collected Accounts Receivable
associated with such Directory (but excluding National (as that word is used in
the "yellow page" directory business) account collections and cash discounts and
consistent with Exhibit C); plus (ii) the Advance Payments paid associated with
such Directory.

               "Security Interest" means any mortgage, pledge, security
interest, encumbrance, lien or charge, of any kind (including, without
limitation, any conditional sale or other title retention agreement or lease in
the nature thereof, any sale of receivables with recourse against Seller, any
Affiliate of Seller or any filing or agreement to file a financing statement as
debtor under the Uniform Commercial Code or any similar statute other than to
reflect ownership by a third party of property leased to Seller under a lease
which is not in the nature of a conditional sale or title retention agreement,
or any subordination arrangement in favor of another Person (other than any
subordination arising in the ordinary course of business).

               "Sales/Use Tax Liability" means any state sales and use Tax
Liability for periods (or portions thereof) ending on or prior to the Closing
Date relating to or arising in connection with Seller's or Shareholder's
business or operations.

               "Seller Directories" means collectively, the telephone
directories owned or published by the Seller or Shareholder other than the
Directories.

               "Seneca Directory" means the telephone directory as owned by
Seller on the date hereof which covers the following counties in Ohio: Seneca
County and Wyandot County. "1997 Seneca Directory,"for example, means the
edition of such Directory published in August, 1997.

               "Target Editions" means, collectively, the 1997 Hancock
Directory, the 1997 Lorain Directory, the 1997 Seneca Directory, the 1998 Monroe
Directory, the 1997 Portage Directory and the 1998 Geauga Directory; each, a
"Target Edition".

               "Tax" or "Taxes" means any federal, state, local, or foreign
income, gross receipts, license, payroll, employment, excise, communications,
severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code Sec. 59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transaction, transfer,
registration, value added, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.



                                     - 4 -
<PAGE>   10

               "Tax Return" means any return, information report or filing with
respect to Taxes, including any schedules attached thereto and including any
amendment thereof.

               "Upper Cumberland Directory" means the telephone directory as
owned by Seller on the date hereof that covers the following counties in
Tennessee: Putnam County, Cumberland County, and White County.


                          ARTICLE 2 - PURCHASE AND SALE

               2.1    Purchased Assets.

               (a) Asset Purchase. On the terms and subject to the conditions
        set forth in this Agreement, at the closing of the transactions
        contemplated herein (the "Closing"), TransWestern agrees to purchase
        from Seller, and Seller agrees to (and Shareholder agrees to cause
        Seller to) sell, transfer, convey and deliver to TransWestern, free and
        clear of any Security Interest, all of Seller's right, title and
        interest in and to the following assets (collectively, the "Purchased
        Assets"):

                      (i) customer files and records and data contained therein
               (including, without limitation, customer lists, customer
               correspondence and customer telephone numbers) relating to any
               edition of any Directory, together with copies of all Customer
               Contracts;

                      (ii)   all Future Edition Customer Contracts;

                      (iii) Intellectual Property, goodwill associated
               therewith, licenses and sublicenses granted and obtained with
               respect thereto, and rights thereunder, remedies against
               infringements thereof, and rights to protection of interests
               therein under the laws of all jurisdictions, in each case
               associated with, relating to or used by Seller or Shareholder in
               connection with the ownership, operation or publication of any
               Directories;

                      (iv) all Advance Payments associated with Future Edition
               Customer Contracts and all accounts, notes and other receivables
               arising in connection with any Future Editions;

                      (v)    all Pre-Paid Direct Costs;

                      (vi) agreements, contracts, purchase orders, contractual
               rights and other similar arrangements identified as "Other
               Assumed Contracts" on the attached "Contracts Schedule";

                      (vii) certain tangible assets set forth on the attached
               "Additional Purchased Assets Schedule" and identified by
               TransWestern to Seller after the Closing with an 



                                     - 5 -
<PAGE>   11

               aggregate book value not to exceed $50,000 (based on the book
               values assigned to such assets on the Additional Purchased Assets
               Schedule);

                      (viii) the leases set forth on the attached "Assumed
               Leases Schedule";

                      (ix) all claims, refunds, rights of recovery, rights of
               set off and rights of recoupment of any kind relating to any
               Future Editions;

                      (x) all franchises, approvals, permits, licenses, orders,
               registrations, certificates, variances and similar rights
               obtained from governments and govern mental agencies associated
               with, relating to or arising as a result of the ownership or
               operation of the Directories;

                      (xi) rights to receive mail, telephone calls and other
               communications addressed to or directed at Seller or Shareholder
               (including mail, telephone calls and other communications from
               customers (including, without limitation, any customer inquiries
               regarding the terms or provision of Directory Services pursuant
               to any Customer Contract), suppliers, distributors, agents and
               others) and payments relating to the Purchased Assets;

                      (xii) ad-copy, drawings, specifications, advertising and
               promotional materials, studies, reports and other printed or
               written materials relating to, associated with or used by Seller
               or Shareholder in connection with the ownership or publication of
               any Directories;

                      (xiii) the Coastal Note; and

                      (xiv) all other assets, rights, properties and interests
               of every kind and nature, whether tangible or intangible, and
               wherever located and possessed and owned by Seller or Shareholder
               as of the Closing Date to the extent such assets directly relate
               to the ownership of any Directories or the advertising,
               publication or printing of any Future Editions consistent with
               the intent of the Parties as expressed in this Agreement.

               (b) Excluded Assets. The Purchased Assets shall not include any
        assets, properties, rights or interests of Seller other than those items
        set forth in Section 2.1(a). Any such other assets, properties, rights
        or interests are referred to collectively as the "Excluded Assets."

               (c) Limited Assumed Liabilities. From and after the Closing Date,
        TransWestern will not assume or in any way be responsible for any
        Liabilities of Seller or Shareholder or any other Liabilities whatsoever
        arising out of or relating to the condition or operation of the
        Directories at any time as of or prior to the Closing Date or, except as
        set forth in the following sentence, any other Liabilities. Subject to
        the terms and satisfaction of the conditions in this Agreement, from and
        after the Closing Date, TransWestern will assume 



                                     - 6 -
<PAGE>   12

        and agree to pay, defend, discharge and perform as and when due only the
        following specific Liabilities of Seller that relate exclusively to the
        Directories (the "Assumed Liabilities"):

                      (i) Liabilities accruing on or after the Closing Date
               pursuant to the contracts and leases which are set forth on the
               attached "Contracts Schedule" or the "Assumed Lease Schedule,"
               but only to the extent such contracts or leases are actually
               assigned to TransWestern (excluding any Liability relating to or
               arising out of such contracts and leases as a result of (A) any
               breach of such contracts or leases occurring on or prior to the
               Closing Date, (B) any violation of law, breach of warranty, tort
               or infringement occurring on or prior to the Closing Date, (C)
               event or condition occurring or existing prior to the Closing
               Date or (D) with respect to the foregoing items (A), (B) and (C),
               any related charge, complaint, action, suit, proceeding, hearing,
               investigation, claim or demand); it being understood that with
               respect to the leases identified on the Assumed Leases Schedule,
               if and when such leases have been assigned to TransWestern,
               TransWestern will reimburse Seller for any lease payments made by
               Seller with respect to any period in which TransWestern occupies
               the space underlying such leases.

                      (ii) Current Liabilities arising in the Ordinary Course of
               Business and classified as such on the Latest Balance Sheet or
               incurred after the date of the Latest Balance Sheet (as defined
               in Section 3.1(h)) including without limitation such current
               Liabilities set forth on the attached Assumed Liability Schedule
               to the extent not paid prior to the Closing Date.

               (d) Excluded Liabilities. TransWestern shall not assume or be
        liable for any Liability of Seller or Shareholder other than the Assumed
        Liabilities (such other Liabilities collectively, the "Excluded
        Liabilities") regardless of whether such other Liability is disclosed
        herein or on any schedule hereto. Without in any way limiting the
        generality of the foregoing sentence, Excluded Liabilities specifically
        includes any Liability resulting from any error, omission or illegality
        arising out of, relating to or in connection with sales into or the
        printing or publication of any Prior Editions or any edition of the
        Seller Directories or any pre-closing sales into or actions, conditions
        or events occurring or existing prior to the Closing in connection with
        the printing or publication of any Future Edition. Seller and
        Shareholder each acknowledge that Seller is retaining the Excluded
        Liabilities and that Seller and Shareholder, severally, shall have full
        responsibility to pay, discharge and perform any Excluded Liabilities
        promptly when due.

               2.2    Purchase Price.

               (a) The total purchase price payable by TransWestern to Seller
        for the Purchased Assets (the "Purchase Price") shall be the result of:

                      (i)  the assumption by TransWestern of the Assumed
               Liabilities; plus



                                     - 7 -
<PAGE>   13

                      (ii) $7,296,500 (the "Base Cash Purchase Price"), as may
               be adjusted pursuant to Section 2.4 (the "Cash Purchase Price");
               plus

                      (iii) a $265,500 promissory note in form and substance
               satisfactory to TransWestern and Seller, as may be adjusted
               pursuant to Section 2.5 (the "Seller Note"); plus

                      (iv) $600,000 in consideration of the assistance of Seller
               regarding "yellow pages" production through February 1998.

               2.3    Closing Date Transactions.

               (a) Closing. Subject to the terms and conditions set forth in
        this Agreement, the Closing shall take place via facsimile and wire
        transfer of funds on a date mutually acceptable to the parties (the
        "Closing Date") which is January 30, 1998.

               (b) Deliveries on the Closing Date. On the Closing Date:

                      (i) TransWestern shall deliver to Seller the Cash Purchase
               Price, by wire transfer of immediately available funds to an
               account designated by Seller.

                      (ii) TransWestern shall deliver to Seller the Seller Note.

                      (iii) TransWestern shall deliver to Seller (A) the various
               certificates, instruments and documents referred to in Section
               5.1(b) and (B) such other instruments of assumption as Seller may
               reasonably request in form reasonably satisfactory to Seller and
               consistent with the provisions of this Agreement.

                      (iv) Seller shall deliver to TransWestern a bill of sale
               in the form attached hereto as Exhibit B.

                      (v) Seller shall deliver to TransWestern (A) the various
               certificates, instruments and documents referred to in Section
               5.1(a) and (B) all other documents, instruments of sale,
               transfer, conveyance and assignment as TransWestern may
               reasonably request with respect to the Purchased Assets in form
               and substance reasonably satisfactory to TransWestern and
               consistent with the provisions of this Agreement.

                      (vi) Seller shall deliver to TransWestern evidence that
               all security interests and other liens or encumbrances of FTC in
               any of the Purchased Assets have been released.

               2.4 Payment of Pre-Paid Costs on the Closing Date. On the Closing
Date, TransWestern shall acquire the Pre-Paid Costs from the Seller by
offsetting the aggregate amount of the Pre-Paid Costs against the aggregate
amount of the Advance Payments included in the 



                                     - 8 -
<PAGE>   14

Purchased Assets. At least three (3) but no more than five (5) business days
prior to the Closing Date, Seller shall deliver to TransWestern a statement
setting forth Seller's estimate as of the Closing of the aggregate Advance
Payments included in the Purchased Assets and of the Pre-Paid Costs.
TransWestern shall have the opportunity to review such statement and raise
questions or objections regarding the estimates set forth therein and Seller
shall deliver to TransWestern all documentation requested by TransWestern or
used by Seller in calculating such estimates. The Parties shall use their
respective best efforts to agree on the aggregate amount of such Advance
Payments and the amount of Pre-Paid Costs as of the Closing Date, which
agreement is reflected on the Pro Forma set forth as Exhibit E and which shall
be final and binding on the Parties. If the aggregate amount of the Advance
Payments included in the Purchased Assets exceeds the Pre-Paid Direct Costs, the
Base Cash Purchase Price shall be reduced dollar-for-dollar by the amount of
such excess. If the Pre-Paid Direct Costs exceed the aggregate amount of such
Advance Payments, the Base Cash Purchase Price shall be increased
dollar-by-dollar by the amount of such difference.

               2.5    Seller Note Adjustment

               (a) Not later than ten (10) business days following the end of
        the eighteen-month period after the Closing Date (the "Reconciliation
        Date"), TransWestern shall in good faith prepare and deliver to Seller a
        statement (the "Net Collections Statement") setting forth, as of such
        date, its calculation (in accordance with the Net Margin Methodology set
        forth in Exhibit C) of the aggregate Realized Net Collections associated
        with the Target Editions, together with a statement of Collected
        Accounts Receivable and Advance Payments, in each case calculated with
        respect to each Target Edition. The Net Collections Statement shall be
        based on Seller's and TransWestern's books and records and customer
        checks, bank statements and other documentation then available and
        provided to TransWestern by Seller and, if applicable, Shareholder at
        TransWestern's request. Seller shall review the Net Collections
        Statement and raise questions or objections regarding the Net
        Collections Statement and the Parties shall use their respective best
        efforts to agree on the aggregate Realized Net Collections associated
        with the Target Editions as soon as practicable but in any event within
        five (5) business days of TransWestern's delivery of the Net Collections
        Statement to Seller.

               (b) In the event that Seller disputes TransWestern's calculation
        of the Realized Net Collections as set forth on the Net Collections
        Statement, or any of the components thereof, and TransWestern and Seller
        are unable to resolve any such disputed matters regarding the Net
        Collections Statement within twenty (20) business days after the
        delivery of the Net Collections Statement to Seller, TransWestern and
        Seller shall refer all remaining disputes concerning the Net Collections
        Statement to a certified public accounting firm mutually agreed to by
        the Parties which has no prior relationship with either Seller,
        Shareholder or TransWestern (the "Independent Accounting Firm"). The
        Parties shall instruct the Independent Accounting Firm to promptly (and
        in any event within twenty (20) business days after submission of the
        disputes to the Independent Accounting Firm) resolve such disputed
        matters; provided, however, that Seller and TransWestern are unable to
        agree upon an Independent Accounting Firm within five (5) days, Seller
        and TransWestern shall, within five (5) days thereafter select one of
        the "Big Six" accounting firms by lot (after Seller



                                     - 9 -
<PAGE>   15

        and TransWestern each exclude one such accounting firm). TransWestern
        and Seller will make available to the Independent Accounting Firm at
        reasonable times and upon reasonable notice during the pendency of any
        dispute under this clause (b) the work papers and back-up materials used
        in preparing the Net Collections Statement and the books and records of
        Seller and shall have the right to meet with the Independent Accounting
        Firm during this period and to present their respective positions. The
        resolution of disputes by the Independent Accounting Firm and its
        determination of the aggregate Realized Net Collections associated with
        the Target Editions will be set forth in writing and will be conclusive
        and binding upon the Parties.

               (c) The Independent Accounting Firm will determine the allocation
        of its costs and expenses in determining the Realized Net Collections
        based upon the percentage which the portion of the contested amount not
        awarded to each Party bears to the amount actually contested by such
        Party. For example, if the Seller claims the Realized Net Collections is
        $1,000 greater than the amount determined by TransWestern and its
        accountants, and TransWestern contests only $500 of the amount claimed
        by the Seller, and if the Independent Accounting Firm ultimately
        resolves the dispute by awarding the Seller $300 of the $500 contested,
        then the costs and expenses of arbitration will be allocated 60% (i.e.,
        300 / 500) to TransWestern and 40% (i.e., 200 / 500) to Seller.

               (d) Immediately after the Realized Net Collections has been
        determined pursuant to this Section 2.5,

                      (i) if the Realized Net Collections exceeds $3,252,783
               (such excess, the "Excess Margin Amount"), then the principal
               amount of the Seller Note shall be increased automatically by an
               amount equal to the product of (x) 3 multiplied by (y) the Excess
               Margin Amount; and

                      (ii) if the Realized Net Collections is less than
               $3,252,783 (such difference, the "Deficient Collections Amount"),
               then the principal amount of the Seller Note shall be reduced
               automatically by an amount equal to the product of (x) 3
               multiplied by (y) the Deficient Collections Amount. In no event
               shall TransWestern have recourse against the Seller for the
               portion (if any) of the Deficient Collections Amount which
               exceeds the principal amount of the Seller Note.


                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

               3.1 Representations and Warranties of Seller. As a material
inducement to TransWestern to enter into this Agreement and to consummate the
transactions contemplated hereby, Seller and Shareholder hereby jointly and
severally represent and warrant to TransWestern that:

               (a) Organization, Qualification and Corporate Power. Seller is a
        corporation duly organized, validly existing, and in good standing under
        the laws of the State of Delaware. Shareholder is a corporation duly
        organized, validly existing and in good standing under the 



                                     - 10 -
<PAGE>   16

        laws of the State of Georgia. Each of Seller and Shareholder is
        qualified to conduct business in each of the jurisdictions indicated on
        the attached "Qualifications Schedule" which jurisdictions represent all
        of the jurisdictions in which the conduct of its business or its
        ownership of property require it to be so qualified.

               (b) Authorization of Transaction. Seller has full requisite
        corporate power and authority and all material licenses, permits and
        authorization necessary to own and operate the Directories, provide
        Directory Services and carry on its telephone directory business as now
        conducted and as proposed to be conducted, to execute and deliver this
        Agreement and the other agreements contemplated hereby to which it is a
        party and to perform its obliga tions hereunder and thereunder. Without
        limiting the generality of the foregoing, each of Seller has obtained
        all consents and approvals from Shareholder and its board of directors
        that are necessary for Seller to, and Shareholder to cause Seller to,
        consummate the transactions contemplated hereby. This Agreement has been
        duly executed and delivered by Shareholder and Seller. Each of this
        Agreement and each of the other agreements contemplated hereby to which
        Seller or any Shareholder is a party constitutes the valid and legally
        binding obligations of such Person, enforceable against such Person in
        accordance with its respective terms and conditions.

               (c) Noncontravention. Neither the execution and the delivery of
        this Agreement and the other agreements contemplated hereby, nor the
        consummation of the transactions contemplated hereby or thereby will
        violate, conflict with, result in a breach of, constitute a default
        under, result in the acceleration of, create in any party the right to
        accelerate, terminate, modify, or cancel, or require any authorization,
        consent, approval, execution or other action by or notice to any third
        party under, Seller's certificate of incorporation or bylaws,
        Shareholder's articles of incorporation or bylaws or any contract,
        lease, sublease, license, sublicense, franchise, permit, indenture,
        agreement, instrument of indebtedness, Lien, or other arrangement by
        which Seller or Shareholder is bound or affected or to which any of the
        Purchased Assets is subject, or any law, statute, rule, regulation,
        order, judgment, decree, stipulation, injunction, charge or other
        restriction, to which Seller or Shareholder is subject or to which any
        of the Purchases Assets is subject.

               (d) Governmental Consent. To the knowledge of Seller and
        Shareholder, neither Seller nor Shareholder is required to give any
        notice to, make any material declaration to or registration or filing
        with, or to obtain any permit, license, consent, accreditation,
        exemption, approval or authorization from, any governmental or
        regulatory authority in connection with the execution, delivery or
        performance of this Agreement or the consummation of any of the
        transactions contemplated hereby.

               (e) Recent Events. Except as described in the attached Recent
        Events Schedule, since June 30, 1997, Seller has not experienced any
        change that has had a Material Adverse Effect. Without limiting the
        generality of the foregoing, since such date:



                                     - 11 -
<PAGE>   17

                      (i) Seller has not sold, leased, transferred or assigned
               any of the Purchased Assets and Shareholder has not authorized
               the sale, lease, transfer or assignment of any of the Purchased
               Assets, except pursuant to this Agreement;

                      (ii) Seller has not entered into any agreement, contract,
               lease or license with respect to the Directories (or any series
               of related agreements, contracts, leases or licenses) other than
               in the Ordinary Course of Business;

                      (iii) no party (including, without limitation, Seller and
               Shareholder) has, accelerated, terminated, modified or canceled
               any contract, lease, sublease, license or sublicense (or series
               of related contracts, leases, subleases, licenses and
               sublicenses) involving more than $10,000 to which Seller is a
               party or by which Seller is bound and no party intends to take
               such action;

                      (iv) Seller has not delayed or postponed the payment of
               accounts payable relating to or affecting the Directories or the
               operation of the Directories or other Liabilities associated with
               the operation of the Directories outside the Ordinary Course of
               Business;

                      (v) there has not been any other material occurrence,
               event, incident, action, failure to act or other transaction
               outside the Ordinary Course of Business;

                      (vi) Seller has not increased or decreased billing rates
               under its Customer Contracts and Seller has not agreed to payment
               terms under any Customer Contract other than in the Ordinary
               Course of Business;

                      (vii) neither Seller nor Shareholder has disclosed any
               information required to be kept confidential pursuant to Section
               7.2 hereof to any Person other than TransWestern and
               TransWestern's agents, attorneys and accountants;

                      (viii) Seller has not suffered any extraordinary loss,
               damage, destruction or casualty loss or waived any rights to any
               Purchased Asset or any other asset which, if it existed and was
               held by Seller on the Closing Date, would constitute a Purchased
               Asset, whether or not covered by insurance and whether or not in
               the Ordinary Course of Business;

                      (ix) neither Seller nor Shareholder has received any
               indication that any customer or supplier will cease, reduce or
               adversely affect the rate of business done with Seller with
               respect to the Directories or in connection with the publication
               of the Directories;

                      (x) Seller has not entered into any other transaction
               relating to or affecting the Directories, other than in the
               Ordinary Course of Business; and

                      (xi) Seller has not committed to any of the foregoing.



                                     - 12 -
<PAGE>   18

               (f) Intellectual Property. The attached "Intellectual Property
        Schedule" contains a complete and accurate list of all Intellectual
        Property owned or used by Seller in connection with its ownership and
        publication of the Directories owned and such Intellectual Property
        comprises all proprietary or other intellectual property rights
        necessary for operation and publication of the Directories as currently
        operated and published. The Intellectual Property Schedule identifies
        each license, agreement, or other permission which Seller has granted to
        any third party with respect to any of its Intellectual Property
        (together with any exceptions). With respect to each item of
        Intellectual Property that Seller or Shareholder owns in connection with
        the operation of the Directories: (i) the identified owner possesses all
        right, title, and interest in and to the item subject to the security
        interest of FTC (the "SI-FTC") that will be satisfied at Closing; (ii)
        the item is not subject to any outstanding judgment, order, decree,
        stipulation, injunction, or charge; and (iii) no charge, complaint,
        action, suit, proceeding, hearing, investigation, claim, or demand is
        pending or, is threatened which challenges the legality, validity,
        enforceability, use, or ownership of the item. Seller or Shareholder (as
        the case may be) has taken all necessary or desirable action to protect
        each item of Intellectual Property that it owns or uses.

               (g) Contracts and Commitments. Except as set forth on the
        attached "Contracts Schedule," neither Seller nor Shareholder is a party
        to any Customer Contract or any other written or oral contract or
        commitment that relates to the provision of Directory Services in
        connection with any Directories or any of the Purchased Assets
        (including, without limitation, any contract with a third party or
        parties relating to the purchase or sale by Seller or Shareholder of
        services or products relating to any Directories), or any other
        agreement material to the publication of any Directories, whether or not
        entered into in the Ordinary Course of Business. Seller has delivered or
        otherwise made available to TransWestern a correct and complete copy of
        the standard forms of Customer Contract used in connection with any
        Directories and each written agreement (including all amendments
        thereto) identified on the Contracts Schedule. The Contracts Schedule
        identifies all contracts (other than Customer Contracts) associated with
        the Prior Editions and, to the extent available, the Future Editions,
        and identifies all Other Assumed Contracts. Seller has delivered to
        TransWestern a true and complete list of all Customer Contracts
        associated with the Directories. With respect to each written agreement
        so identified: (A) the written agreement is legal, valid, binding,
        enforceable, and will continue to be in full force and effect after the
        consummation of the transactions contemplated hereby; (B) the written
        agreement will continue to be legal, valid, binding, and enforceable and
        in full force and effect on identical terms immediately after the
        Closing Date; and (C) neither Seller nor Shareholder nor any other party
        is in breach or default, and no event has occurred which with notice or
        lapse of time would constitute a breach or default by Seller or
        Shareholder or permit termination, modification, or acceleration (in
        each case, other than by Seller), under the written agreement. Neither
        Seller nor Shareholder has waived or modified any limitation on
        liability or similar provision in any Customer Contract.

               (h) Financial Statements. The attached "Financial Statements
        Schedule" contains the following financial statements (the "Financial
        Statements"):



                                     - 13 -
<PAGE>   19

                      (i) the audited consolidated and consolidating balance
               sheets of Seller as of June 30, 1995, June 30, 1996, and June 30,
               1997 (the "Most Recent Fiscal Year End"), and the related
               statements of income, changes in stockholders' equity and cash
               flow for the twelve-month period then ended; and

                      (ii) the unaudited balance sheet of Seller as of December
               31, 1997 (the "Latest Balance Sheet") and the related statements
               of income, changes in stockholders' equity and cash flow for the
               six-month period then ended.

        Each of the foregoing Financial Statements (including in all cases the
        notes thereto, if any) is accurate and complete in all material
        respects, is consistent with the books and records of Seller (which, in
        turn, are accurate and complete in all material respects) and presents
        fairly the financial condition and results of operations of Seller in
        accordance with GAAP throughout the periods covered thereby.

               (i) Accuracy of Information Furnished. No representation or
        warranty of Seller or of Shareholder contained in this Agreement or in
        any document delivered to TransWestern by Seller or Shareholder in
        connection with the transactions contemplated hereby (including, without
        limitation, any Customer Contract, customer list, or other records or
        data compiled in connection with the Directories) contains or will
        contain as of the date such representation and warranty is made or other
        document has been, is or will be furnished, any untrue statement of a
        material fact or omitted, omits, or will omit to state as of the date
        such representation or warranty is made or such document is or will be
        furnished, any material fact which is necessary not to make the
        statement contained herein or therein not misleading.

               (j) Customer Contract Receivables; Advance Payments. The
        receivables associated with Customer Contracts reflected on the books
        and records of Seller as of the Closing Date are bona fide receivables
        recorded in the Ordinary Course of Business. The Advance Payments
        associated with Customer Contracts reflected on the books and records of
        Seller as of the Closing Date are bona fide Advance Payments recorded in
        the Ordinary Course of Business. Such books and records of Seller
        identify receivables associated with the Prior Editions and the Future
        Editions, respectively.

               (k) Employees and Employee Benefit Plans. To each of Seller's and
        Shareholder's knowledge, no employee of Seller has any plans to
        terminate employment with Seller prior to the Closing. None of the
        Purchased Assets is subject to any lien under ERISA or the Code; and
        Seller has no liability or potential liability under Title IV of ERISA.
        No employee of Seller is owed any sales commissions or bonus payments in
        connection with any Prior Edition other than the 1998 Monroe Directory.

               (l) Legal Compliance with Laws. Seller is in compliance with and
        has not violated any applicable law, rule or regulation of any federal,
        state, local or foreign government or agency thereof with respect to any
        of the Directories and no notice, claim, charge, complaint, action,
        suit, proceeding, investigation or hearing has been received by Seller
        or filed, commenced or, threatened in writing against Seller alleging
        any such



                                     - 14 -
<PAGE>   20

        violation. Seller has complied (and is in compliance) with permits,
        licenses and other authorizations required for publication of the
        Directories and the provision of Directory Services. There are no
        permits, filings, notices, licenses, consents, authorizations,
        accreditation, waivers and approvals of, to or with any governmental or
        third party entity which are (or required to be) used by Seller or
        required for ownership of the Purchased Assets or the publication and
        operation of the Directories (as presently operated and published by
        Seller).

               (m) Litigation; Proceedings. Except as set forth in the attached
        "Litigation Schedule," there are no actions, suits, proceedings,
        hearings, orders, investigations, charges, complaints or claims against
        or affecting Seller, Shareholder or the Directories (or, to the
        knowledge of Seller, pending or threatened against or affecting the
        officers, directors, employees or stockholders of Seller), or to which
        Seller, Shareholder or the Directories may be bound or affected, at law
        or in equity, or before or by any federal, state, municipal, foreign or
        other governmental department, commission, board, bureau, agency or
        instrumentality, domestic or foreign, and there is no basis for any of
        the foregoing; neither Seller nor Shareholder is subject to any
        judgment, order or decree of any court or governmental agency; neither
        Seller nor Shareholder has received any opinion or memorandum or legal
        advice from legal counsel to the effect that it is exposed, from a legal
        standpoint, to any liability or disadvantage which may be material to
        its business and neither Seller nor Shareholder is engaged in any legal
        action to recover monies due it or for damages sustained by it.

               (n) Title and Sufficiency of Assets. Seller owns good and
        marketable title, free and clear of all Liens, to all real property and
        all personal and intangible personal property and assets used by Seller,
        located on Seller's premises or shown on the Latest Balance Sheet,
        except for Lien for current Taxes not yet due and payable, SI-FTC and
        Liens and other restrictions which do not impair the current use,
        occupancy value or marketability of title. At the Closing, Seller will
        convey good and marketable title to all of its real property and all of
        its personal property and assets included within the Purchased Assets,
        free and clear of all Liens (other than Liens and other restrictions
        which do not impair the current use, occupancy value or marketability of
        title and for current Taxes not yet due and payable for which adequate
        reserves have been properly recorded). The Purchased Assets so conveyed
        will include all of those assets (real, personal, tangible and
        intangible) used in connection with the ownership and operation of the
        Directories during the twelve months prior to the Closing Date (other
        than inventory or raw materials used, sold or consumed in the Ordinary
        Course of Business and worn out or obsolete fixed assets disposed of in
        the Ordinary Course of Business, other than office space and office
        equipment leased by Seller in the Ordinary Course of Business and other
        than as otherwise agreed by the Parties) and will enable TransWestern to
        own and operate Directories in the same manner as operated by and
        conducted by Seller prior to and as of the Closing Date.

               (o) Directory Listings. Each of the directory listings associated
        with the Directories has been published in the Ordinary Course of
        Business and in accordance with customary practices currently prevailing
        in the telephone directory industry for companies of a size comparable
        to Seller. No such listing has been published in violation of any



                                     - 15 -
<PAGE>   21

        applicable law, code or regulation. Seller has provided TransWestern
        with copies of all invoices (or other evidence reasonably satisfactory
        to TransWestern) relating to the purchase by Seller of the white page
        listings and yellow page listings used or to be used in connection with
        the printing and publication of any Directory.

               (p) Brokers' Fees. Neither Seller nor Shareholder has any
        Liability to pay any fees or commissions to any broker, finder, or agent
        with respect to the transactions contemplated by this Agreement or which
        TransWestern or any other party could become liable or obligated.

               (q)    Tax Matters.

                      (i) Seller timely filed all Tax Returns required to be
                filed by it, each such Tax Return has been prepared in
                compliance with all applicable laws and regulations, and all
                such Tax Returns are true and accurate in all respects. Except
                as set forth in the attached "Taxes Schedule," all Taxes due and
                payable by Seller (whether or not shown on any Tax Return) have
                been paid.

                      (ii) Except as set forth in the Taxes Schedule:

                             (A) with respect to each taxable period of Seller
                      either such taxable period has been audited by the
                      relevant taxing authority or the time for assessing or
                      collecting income Tax with respect to each such taxable
                      period has closed and such taxable period is not subject
                      to review by any relevant taxing authority;

                             (B) no deficiency or proposed adjustment which has
                      not been settled or otherwise resolved for any amount of
                      Tax has been proposed, asserted or assessed by any taxing
                      authority against Seller;

                             (C) Seller has not consented to extend the time in
                      which any Tax may be assessed or collected by any taxing
                      authority;

                             (D) Seller has not requested or been granted an
                      extension of the time for filing any Tax Return to a date
                      later than the Closing Date;

                             (E) there is no action, suit, taxing authority
                      proceeding or audit now in progress, pending or threatened
                      against or with respect to Seller with respect to any Tax;

                             (F) Seller has not been a member of an Affiliated
                      Group or filed or been included in a combined,
                      consolidated or unitary income Tax Return (other than
                      consolidated Tax Return filed by Seller and Shareholder);



                                     - 16 -
<PAGE>   22

                             (G) Seller is not a party to or bound by any Tax
                      allocation or Tax sharing agreement and Seller has no
                      current or potential contractual obligation to indemnify
                      any other Person with respect to Taxes;

                             (H) Seller does not reasonably expect any taxing
                      authority to claim or assess any additional Taxes for any
                      period;

                             (I) the Assumed Liabilities do not include any
                      obligation to make any payment that will be non-deductible
                      under Section 280G of the Code (or any corresponding
                      provision of state, local or foreign Tax law);

                             (J) no claim has ever been made by a taxing
                      authority in a jurisdiction where Seller does not pay Tax
                      or file Tax Returns that Seller is or may be subject to
                      Taxes assessed by such jurisdiction;

                             (K) Seller has withheld and paid all Taxes required
                      to have been withheld and paid in connection with amounts
                      paid or owing to any employee, creditor, independent
                      contractor or other third party;

                             (L) Seller has not been a United States real
                      property holding corporation within the meaning of Code
                      Section 897(c)(2) during the applicable period specified
                      in Code Section 897(c)(1)(A)(ii).

                      (iii) The Taxes Schedule contains a list of states,
               territories and jurisdictions (whether foreign or domestic) in
               which Seller is required to file Tax Returns.

                      (iv) Seller's unpaid Taxes (1) did not, as of the Latest
               Balance Sheet, exceed the reserve for Tax Liability (rather than
               any reserve for deferred Taxes established to reflect timing
               differences between book and Tax income) set forth on the face of
               Latest Balance Sheet (rather than in any notes thereto) and (2)
               do not exceed that reserve as adjusted for the passage of time
               through the Closing Date in accordance with the past custom and
               practice of the division in filing its Tax Returns.

               (r)    Leases.

                      (i) The Assumed Lease Schedule lists all real property
        leased or subleased to Seller. Seller has delivered to TransWestern
        correct and complete copies of the leases and subleases listed in the
        Assumed Lease Schedule (collectively, the "Assumed Leases")). Each of
        the Leases is legal, valid, binding, enforceable and in full force and
        effect. Neither Seller nor any other party to such leases is, in breach
        or default of such lease and no event has occurred which, with notice or
        lapse of time, would constitute such a breach or default or permit
        terminations, modification or accelerations under the Assumed Leases.
        Neither Seller nor any party to the Assumed Leases has repudiated any
        provision thereof and there are no disputes, oral agreements, or
        forbearance programs in effect as to the Assumed Lease. The 



                                     - 17 -
<PAGE>   23

        Assumed Leases have not been modified in any respect, except to the
        extent that such modifications are disclosed by the documents delivered
        to TransWestern, and Seller has not assigned, transferred, conveyed,
        mortgaged, deeded in trust or encumbered any interest in the Assumed
        Leases.

                      (ii) All buildings and all components of all buildings,
        structures and other improvements included within the Real Property (the
        "Improvements"), are in good condition and repair and adequate to
        operate such facilities as currently used. To the knowledge of Seller
        and Shareholder, all utilities and other similar systems serving the
        Real Property are installed and operating and are sufficient to enable
        the Real Property to continue to be used and operated in the manner
        currently being used and operated, and to the knowledge of Seller and
        Shareholder, any so-call hook-up fees or other associated charges have
        been fully paid. Each Improvement has direct access to a public street
        adjoining the Real Property on which such Improvement is situated over
        the driveways and accessways currently being used in connection with the
        use and operation of such Improvement.

               (s) Customers and Suppliers. Neither Seller nor Shareholder
        received any notice that any material customer or supplier intends to
        terminate or materially reduce its business with Seller and no material
        customer or supplier has terminated or materially reduced its business
        with Seller in the last twelve (12) months.

               (t) Disclosure. Neither this Section 3.1, the schedules hereto
        nor any writing delivered by Seller or Shareholder to TransWestern in
        connection with the transactions contemplated hereby contain any untrue
        statement of a material fact or omit a material fact by Seller or
        Shareholder necessary to make the statements contained herein or
        therein, in light of the circumstances in which they were made, not
        misleading. There is no material fact which has not been disclosed to
        TransWestern which materially adversely affects or could reasonably be
        anticipated to materially adversely affect the Directories. Except for
        the representations and warranties contained in this Agreement and in
        any schedule, exhibit or other written material delivered in connection
        with this Agreement, neither Seller nor Shareholder has made any
        representation or warranty in connection with the transactions
        contemplated by this Agreement (including, without limitation, any oral
        representations or warranties or any representation or warranty
        regarding any financial projections heretofore delivered to
        TransWestern).

               (u) Closing Date. All of the representations and warranties of
        Seller and Shareholder contained in this Section 3.1 and elsewhere in
        the Agreement and all information delivered in any schedule, attachment
        or exhibit hereto or in any certificate delivered by Seller or
        Shareholder to TransWestern shall be true and correct on the Closing
        Date as though then made, except as affected by the transactions
        expressly contemplated by this Agreement and except as expressly
        disclosed in writing to TransWestern by Seller or Shareholder prior to
        the Closing. Seller and Shareholder may revise or supplement the
        disclosure schedules attached hereto, or otherwise amend or modify its
        representations and warranties hereunder, at any time at or prior to the
        Closing Date to reflect information that came into existence after the
        date hereof and would have been required to be disclosed on



                                     - 18 -
<PAGE>   24

        one or more schedules or reflected in such representations or warranties
        if such information was in existence on the date hereof; it being
        understood, however, that such revisions, supplements, amendments or
        modifications, if any, shall not modify the representations and
        warranties set forth herein for purposes of determining whether the
        condition set forth in Section 5.1 has been satisfied and shall not cure
        any default existing as a result of a breach of any of Seller's or
        Shareholder's representations or warranties contained in this Agreement.

               3.2 Representations and Warranties of TransWestern. As a material
inducement to Seller and Shareholder to execute this Agreement and consummate
the transactions contemplated hereby, TransWestern hereby represents and
warrants to Seller and Shareholder that:

               (a) Organization. TransWestern is a limited liability company
        duly organized, validly existing and in good standing under the laws of
        the State of Delaware. TransWestern is qualified to conduct business in
        each other jurisdiction wherein the nature of its business or ownership
        of property requires it to be so qualified except where failure to so
        qualify would not materially adversely effect the assets, business,
        operations or financial condition of TransWestern.

               (b) Authorization of Transaction. TransWestern has the power and
        authority to execute and deliver this Agreement and the other agreements
        contemplated hereby to which it is a party and to perform its
        obligations hereunder and thereunder. This Agreement and the other
        agreements contemplated hereby to which TransWestern is a party have
        been duly executed and delivered by TransWestern and constitute the
        valid and legally binding obligations of TransWestern, enforceable
        against TransWestern in accordance with their respective terms.

               (c) Noncontravention. The consummation of the transactions
        contemplated hereby will not (i) violate any statute, regulation, rule,
        judgment, order, decree, stipulation, injunction, charge, or other
        restriction of any government, governmental agency, or court to which
        TransWestern is subject or any provision of the Operating Agreement of
        Limited Liability Company of TransWestern or (ii) conflict with, result
        in a breach of, constitute a default under, result in the acceleration
        of, create in any party the right to accelerate, terminate, modify, or
        cancel, or require any notice under any contract, lease, sublease,
        license, sublicense, franchise, permit, indenture, agreement or mortgage
        for borrowed money, instrument of indebtedness, Security Interest, or
        other arrangement to which TransWestern or any of its Affiliates is a
        party or by which any of them is bound or to which any of their assets
        is subject.

               (d) Governmental Consent. To the knowledge of TransWestern,
        TransWestern is not required to give any notice to, make any material
        declaration to or registration or filing with, or to obtain any material
        permit, license, consent, accreditation, exemption, approval or
        authorization from, any governmental or regulatory authority in
        connection with the execution, delivery or performance of this Agreement
        or the consummation of any of the transactions contemplated hereby.



                                     - 19 -
<PAGE>   25

               (e) Brokers' Fees. TransWestern has no Liability to pay any fees
        or commissions to any broker, finder, or agent with respect to the
        transactions contemplated by this Agreement for which Seller or
        Shareholder could become liable or obligated.

               (f) Closing Date. All of the representations and warranties of
        TransWestern contained in this Section 3.2 and elsewhere in this
        Agreement and all information delivered in any schedule, attachment or
        exhibit hereto or in any certificate delivered by TransWestern shall be
        true and correct on the Closing Date as though then made and except as
        expressly disclosed in writing to the Seller by TransWestern prior to
        the Closing. TransWestern may supplement this Agreement with disclosure
        schedules, or otherwise amend or modify its representations and
        warranties hereunder, at any time at or prior to the Closing Date to
        reflect information that came into existence after the date hereof and
        would have been required to be disclosed on one or more schedules or
        reflected in such representations or warranties if such information was
        in existence on the date hereof; it being understood, however, that such
        revisions, supplements, amendments or modifications, if any, shall not
        modify the representations and warranties set forth herein for purposes
        of determining whether the condition set forth in Section 5.2 has been
        satisfied and shall not cure any default existing as a result of a
        breach of any of TransWestern's representations or warranties contained
        in this Agreement.

                              ARTICLE 4 - COVENANTS

               4.1    Pre-Closing Covenants.

               (a) Affirmative Covenants Concerning the Business. At all times
        prior to the Closing Date, Seller and Shareholder each covenant and
        agree that it will:

                      (i) conduct Seller's telephone directory business and
               operations only in the Ordinary Course of Business and use its
               reasonable best efforts consistent with past practice to preserve
               intact Seller's business organization and keep available
               satisfactory relationships with suppliers, customers and others
               having business relationships with it;

                      (ii) maintain Seller's cash management practices
               (including, without limitation, the collection of receivables and
               the payment of payables) and Seller's policies, practices and
               procedures with respect to collection of trade receivable
               (including, without limitation, receivables associated with
               Customer Contracts, establishment of reserves for uncollectible
               accounts, accrual of accounts receivable, inventory control,
               prepayment of expenses, payment of trade accounts payable,
               accrual of other expenses, deferral of revenue, and acceptance of
               Advance Payments or other customer deposits) in the Ordinary
               Course of Business;



                                     - 20 -
<PAGE>   26

                      (iii) cause its current insurance policies (to the extent
               such policies relate to operation of the Directories) not to be
               canceled or terminated or any of the coverage thereunder to
               lapse, unless, simultaneously with such termination, cancellation
               or lapse, replacement policies providing coverage equal to or
               greater than the coverage under the canceled, terminated or
               lapsed policies to the extent practicable for market premiums are
               in full force and effect;

                      (iv) use best efforts to retain its present employees and
               to maintain its relationships with its agents, distributors,
               licensees, suppliers and customers, in each case relating to the
               operation of the Directories;

                      (v) maintain Seller's books, accounts and records in
               accordance with GAAP;

                      (vi) maintain in full force and effect the existence of
               Seller's corporate name;

                      (vii) comply with all legal requirements and contractual
               obligations applicable to or binding upon Seller;

                      (viii) maintain all of Seller's city or county business
               licenses; and

                      (ix) duly and timely file (by the due date or any duly
               granted extension thereof) all income Tax reports and returns and
               non-income Tax reports and returns required to be filed with
               federal, state, county, local, foreign and other Tax authorities,
               promptly pay all Taxes indicated by such returns or otherwise
               lawfully levied or assessed upon Seller or any of Seller's
               properties, unless Seller is contesting such levy or assessment
               in good faith and, if appropriate, has established reasonable
               reserves therefor, and withhold or collect and pay to the proper
               governmental authorities or hold in separate bank accounts for
               such payment all Taxes required by law to be so withheld or
               collected.

               (b) Negative Covenants Concerning the Business. At all times
        prior to the Closing Date, Seller and Shareholder each covenants and
        agrees that it will not:

                      (i) forgive, cancel, or waive any rights or any debts or
               other material obligations owed to Seller without obtaining
               TransWestern's prior written consent;

                      (ii) merge or consolidate with, or purchase substantially
               all of the stock or assets of, or otherwise acquire, any
               corporation, partnership, association or other business
               organization or entity or division thereof;

                      (iii) institute any material change in the methods of
               purchase, sale, lease or accounting from those used in the
               Ordinary Course of Business or in the collection of accounts
               receivable (including receivables associated with Customer
               Contracts)



                                     - 21 -
<PAGE>   27

               or the payment of accounts payable other than to the extent
               consistent with the Ordinary Course of Business;

                      (iv) mortgage, pledge or subject to any Security Interest
               (except those for Taxes not yet due and payable) any of the
               Purchased Assets;

                      (v)  sell, assign or transfer any of the Purchased Assets;

                      (vi) sell, assign or transfer any of Seller's patents or
               other Intellectual Property or other intangible assets, or
               disclose any proprietary information to any Person;

                      (vii) terminate or in any way encourage the resignation of
               any employee or sales representative for any reason other than
               such employee's gross negligence or wilful misconduct;

                      (viii) pay or commit to pay commissions on Customer
               Contracts outside of the Ordinary Course of Business; or

                      (ix) enter into a binding commitment to do any of the
               foregoing.

                      (c) Exclusivity. Neither Seller nor Shareholder will (and
        neither will permit any Affiliate of or Persons acting in concert with
        either Seller or Shareholder to) at any time prior to the Closing Date:
        (i) solicit, initiate, or encourage the submission of any proposal or
        offer from any Person relating to any (A) liquidation, dissolution, or
        recapitalization, (B) merger or consolidation or share exchange, (C)
        acquisition or purchase of securities or assets, or (D) similar
        transaction or business combination involving Seller, Shareholder or the
        Directories or (ii) participate in any discussions or negotiations
        regarding, furnish any information with respect to, assist or
        participate in, execute, sign, deliver or enter into any agreement
        (whether written or oral) relating to, or facilitate in any other manner
        any effort or attempt by any person to do or seek any of the foregoing.
        Seller or Shareholder (as the case may be) will notify TransWestern
        immediately if any Person makes any proposal, offer, inquiry, or contact
        with respect to any of the foregoing and the terms thereof.

                      (d) General Obligation to Close. Each of the Parties will
        use their respective reasonable best efforts to take all actions and to
        do all things necessary or desirable to consummate and make effective
        the transactions contemplated by this Agreement (including, without
        limitation, satisfaction, but not waiver, of the closing conditions set
        forth in Article 5) and to cause the other conditions to TransWestern's
        and Seller's obligations hereunder to be satisfied as soon as
        practicable but in any event no later than required to permit the
        Closing to occur on or prior to February 2, 1998.



                                     - 22 -
<PAGE>   28

               4.2    Other Covenants.

               (a) Full Access. At all times prior to the Closing Date, Seller
        and Shareholder will permit TransWestern, TransWestern's Affiliates, and
        their respective employees, accountants, legal counsel and other
        representatives to have full access (at all reasonable times upon
        reasonable notice and in a manner so as not to interfere with the normal
        business operations of Seller or Shareholder) to their premises,
        properties, personnel, books, records, contracts, Tax records, and
        documents of or pertaining to Seller and the Directories, as is
        reasonably necessary or (in the opinion of TransWestern) desirable to
        consummate all of the transactions contemplated herein. All information
        given to TransWestern and its representatives shall be subject to the
        confidentiality provisions set forth in Section 7.2(a).

               (b) Notice of Developments. At all times prior to the Closing
        Date, (i) Seller will give prompt written notice to TransWestern of any
        development affecting the condition, operation, results of operations,
        or future prospects of the Directories, and of any variance from the
        representations and warranties contained in Section 3.1 and (ii) each
        Party will give prompt written notice to the other of any development
        affecting the ability of the notifying Party to consummate the
        transactions contemplated by this Agreement. No disclosure by any Party
        pursuant to this Section 4.2(b) shall be deemed to amend or supplement
        the schedules attached hereto delivered by such Party or to prevent or
        cure any misrepre sentation, breach of warranty, or breach of covenant
        by such Party.

               (c) Employee Matters. Immediately prior to the Closing, Seller
        shall terminate the employment of all of the employees identified (the
        "Employees") on the attached "Employee Schedule," which schedule shall
        be prepared and delivered by Seller to TransWestern at least two (2)
        business days prior to the Closing. Immediately after the Closing,
        TransWestern will offer employment to the Employees. Nothing in this
        Agreement shall obligate TransWestern to offer employment to any
        employee of Seller or any other individual other than the Employees; and
        nothing in this Agreement shall limit the ability of TransWestern to
        terminate the employment of any Employee at any time and for any reason,
        including without cause. From and after the Closing Date, Seller shall
        retain all Liabilities arising under or in connection with any "employee
        benefit plan" (as such term is defined in Section 3(3) of ERISA) or any
        other employee benefit plan or arrangement at any time maintained or
        contributed to by Seller, including, but not limited to, those
        Liabilities arising under Part 6 of Title I of ERISA and Section 4980B
        of the Code. Seller shall be additionally responsible for all
        Liabilities (i) relating to compensation (including vacation pay and
        insurance benefits) of any Employee for periods prior to December 31,
        1997 and of any other employee of Seller for any period, (ii) for sales
        commissions owed with respect to any Prior Edition in excess of $3,000
        and/or (iii) arising as a result of the transactions contemplated by
        this Agreement, including, but not limited to, severance compensation
        and bonus payments, but not including vacation pay and insurance
        benefits owed to the Employees for any period (or portion thereof)
        commencing January 1, 1998, in an amount not to exceed the amount set
        forth on the Assumed Liability Schedule.



                                     - 23 -
<PAGE>   29

               4.3 TransWestern's Post-Closing Collection Obligation. During the
period commencing on the Closing Date and terminating on December 31, 1999 (the
"TransWestern Collection Period"), in addition to its collection efforts for its
own account with respect to any Future Editions, TransWestern shall bill and
collect (on behalf of Seller) all outstanding trade accounts receivable
(including local, foreign and national advertising accounts) associated with the
Prior Editions or any editions of the Seller Directories that have publication
dates occurring prior to June 30, 1998 (collectively, "Seller Accounts
Receivable"). TransWestern shall apply any payments (including interest (if
any)) collected by it hereunder with respect to Sellers Accounts Receivable
shall be applied to payment of Seller Accounts Receivable on a
customer-by-customer basis until either Seller Accounts Receivable are paid in
full or the TransWestern Collection Period has terminated. During the
TransWestern Collection Period, any payments collected by TransWestern from any
customer with respect to accounts receivable arising out of Future Edition
Customer Contracts shall first be applied to satisfy amounts owed by such
customer under any Seller Accounts Receivable and then shall be for the account
of TransWestern. During the TransWestern Collection Period, TransWestern agrees
to use collection methods consistent with its past custom and collection
practice. TransWestern shall not settle or compromise amounts due under any
Seller Account Receivable without providing Seller with seven (7) days prior
notice of the proposed settlement or compromise, and TransWestern and Seller
shall cooperate and work jointly to reach agreement during such 7-day period
with respect to all adjustments, settlements, and write offs to be taken in
connection with any such settlement or compromise. Seller agrees to respond to
all requests by TransWestern to evaluate any such settlement in a timely manner
(and, in any event, shall respond to such notice by TransWestern within 72 hours
after receipt thereof). TransWestern agrees that, during the TransWestern
Collection Period, it will use all reasonable efforts to adhere to Seller's
adjustment guideline policy, which policy includes taking the following actions
in connection with collecting Seller Accounts Receivable:

               (a) Placing reminder calls with respect to all accounts that are
        more than 30 days past due.

               (b) Delivering collection letters with respect to all delinquent
        accounts at least 60 days overdue.

In addition, during the TransWestern Collection Period, TransWestern shall
provide to Seller a monthly cash receipts and adjustments ledger report with
respect to each Seller Account Receivable to be collected by TransWestern, along
with a summary for all such Seller Account Receivable of all such receipts and
adjustments. Further, during the TransWestern Collection Period, Seller and
Shareholder agree to cooperate and work jointly with TransWestern to obtain
payment of Seller Accounts Receivable. During the TransWestern Collection
Period, TransWestern shall deliver aging reports to Seller on a monthly basis
and shall deposit weekly any amounts collected by TransWestern on Seller's
behalf pursuant to this Section 4.3 into a bank account specified by Seller. At
the conclusion of the TransWestern Collection Period, TransWestern shall
terminate any collection efforts with respect to such Seller Accounts
Receivable, and transfer to Seller all documentation and information regarding
such Seller Accounts Receivable and transfer to Seller all accounts,
documentation and information regarding such Seller Accounts Receivable. Prior
to the end of the TransWestern Collection Period, TransWestern may return to
Seller for collection (at Seller's



                                     - 24 -
<PAGE>   30

request) any Seller Accounts Receivable which remain unpaid for any period
beyond 13 months after the due date on the applicable initial invoice.

               4.4 Payment of Certain Direct Costs. After the Closing, upon
receipt by TransWestern of any invoice or other request for payment of Direct
Costs arising in connection with any of the Prior Editions or any edition of the
Seller Directories (any such invoice or request or notice for payment is
referred to as a "Seller Direct Cost Invoice"), TransWestern shall notify Seller
and the Shareholder and shall immediately send a copy of such Seller Direct Cost
Invoice to Seller and the Shareholder. As soon as practicable but in any event
no more than ten (10) business days following delivery to Seller of such Seller
Direct Cost Invoice, Seller shall pay the amount of such Seller Direct Cost
Invoice unless Seller disagrees with the amount of such Seller Direct Cost
Invoice, in which case Seller shall undertake its best efforts to resolve any
such disagreements and satisfy such Seller Direct Cost Invoice as soon as
practicable thereafter.


                             ARTICLE 5 - CONDITIONS

               5.1    Conditions To Closing.

               (a) Conditions to Closing Obligations of TransWestern. The
        obligation of TransWestern to consummate the transactions contemplated
        hereby is subject to satisfaction at or prior to the Closing Date of the
        following conditions:

                      (i) Seller's and Shareholder's representations and
               warranties set forth in Section 3.1 shall be true and correct, in
               each case at and as of the Closing Date, as though the Closing
               Date were substituted for the date hereof throughout such
               representations and warranties, except for representations and
               warranties that are made by their terms as of a specified date,
               which shall be true and correct as of a specified date and except
               for changes contemplated by this Agreement.

                      (ii) Each of Seller and Shareholder shall have performed
               and complied with all of their respective covenants and
               agreements set forth in this Agreement through the Closing Date.

                      (iii) All governmental or third party filings, licenses,
               consents, authorizations, waivers and approvals (including,
               without limitation, any consent or approval that may be required
               from TransWestern's lenders) that are required to be made or
               obtained for the transfer to TransWestern of the Purchased Assets
               will have been duly made and obtained without conditions or
               requirements that are materially adverse to TransWestern.

                      (iv) As of the Closing Date, no suit, action or proceeding
               before any court or quasi-judicial or administrative agency shall
               be pending or threatened wherein any adverse judgment, decree,
               order or injunction would (i) prevent the consummation of the
               transactions contemplated by this Agreement, (ii) cause any of
               such



                                     - 25 -
<PAGE>   31

               transactions to be rescinded following consummation of the
               transactions contemplated by this Agreement, (iii) materially and
               adversely affect the right of TransWestern to operate or control
               the Directories or (iv) result in a Material Adverse Effect (and
               no such judgment, decree, order or injunction shall be in
               effect).

                      (v) Seller shall have delivered to TransWestern a
               certificate signed by an officer of Seller to the effect that
               each of the conditions specified above in subsections
               (a)(i)-(vii), inclusive, are satisfied in all respects.

                      (vi) The Mast Principal shall have entered into a
               non-compete agreement in form and substance satisfactory to
               TransWestern.

                      (vii) TransWestern shall have received from Campbell
               Martin & Manley, counsel to Seller and Shareholder, an opinion
               with respect to the matters set forth in Exhibit D attached
               hereto, addressed to TransWestern and dated as of the Closing
               Date; and

                      (viii) On or prior to the Closing Date, Seller will have
               delivered to TransWestern each of the following:

                             (A) copies of all governmental licenses, consents,
                      authorizations, accreditations, waivers and approvals and
                      of all consents, waivers and approvals by third parties
                      that are required to be obtained pursuant to subsection
                      (iii) above;

                             (B) a short-form good standing certificate of each
                      of Seller and Shareholder issued by the Secretary of State
                      of the State of Delaware and Georgia, respectively, each
                      dated as of a date within ten (10) days prior to the
                      Closing Date;

                             (C) the certificate of incorporation of Seller,
                      certified as of a date within ten (10) days prior to the
                      Closing Date by the Secretary of State of Delaware, the
                      articles of incorporation of Shareholder, certified as of
                      a date within ten (10) days prior to the Closing Date by
                      the Secretary of State of Georgia, and bylaws of each of
                      Seller and Shareholder certified by its Secretary; and

                             (D) copies of all of the invoices or other
                      documentation satisfactory to TransWestern of all direct
                      sales costs associated with each of the Prior Editions and
                      the Future Editions, (ii) a copy of the licensing
                      agreement entered into by Seller for the licensing of
                      white pages in connection with publication of each of the
                      Future Editions and the 1998 Monroe Directory, (iii)
                      copies of printing quotes obtained in connection with
                      publication of each of the Future Editions and the 1998
                      Monroe Directory, and (iv) the Pro Forma.



                                     - 26 -
<PAGE>   32

               (b) Conditions to Closing Obligations of Seller. The obligation
        of Seller and Shareholder to consummate the transactions contemplated
        hereby is subject to satisfaction at or prior to the Closing Date of the
        following conditions:

                      (i) TransWestern's representations and warranties set
               forth in Section 3.2 shall be true and correct in all material
               respects, in each case at and as of the Closing Date, as though
               the Closing Date were substituted for the date hereof throughout
               such representations and warranties, except for representations
               and warranties that are made by their terms as of a specified
               date, which shall be true and correct as of a specified date and
               except for changes contemplated by this Agreement;

                      (ii) TransWestern shall have performed and complied with
               all of its covenants and agreements set forth in this Agreement
               through the Closing Date;

                      (iii) All governmental or third party filings, licenses,
               consents, authorizations, waivers and approvals that are required
               to be made or obtained by TransWestern for the transfer to
               TransWestern of the Purchased Assets will have been duly made and
               obtained without conditions or requirements that are materially
               adverse to Seller;

                      (iv) TransWestern shall have delivered to Seller a
               certificate signed by an officer of TransWestern to the effect
               that each of the conditions specified in subsections (b)(i)
               through (iii) are satisfied in all respects; and

                      (v) TransWestern shall have paid the Cash Purchase Price
               to Seller and shall have delivered the Seller Note to Seller.

               All actions to be taken by any Party in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
other Party. Any Party may waive any condition to such Party's obligation, in
whole or in part, specified in this Section 5.1 if it executes a writing so
stating at or prior to the Closing Date or if the Closing occurs; provided,
however, that consummation of the Closing by a Party prior to the satisfaction
of any closing condition in this Section 5.1 shall not operate as a waiver of
such Party's right to terminate this Agreement under Section 6.1(b) and shall
not operate as a waiver of any indemnification rights such Party may otherwise
have hereunder as a result of any breach of any representation, warranty or
covenant of the other Party contained herein.


                             ARTICLE 6 - TERMINATION

               6.1 Termination. The Parties may terminate this Agreement as
provided below:

               (a) TransWestern and Seller may terminate this Agreement by
        mutual written consent at any time prior to the Closing.



                                     - 27 -
<PAGE>   33

               (b) TransWestern may terminate this Agreement by giving written
        notice to Seller at any time prior to the Closing Date in the event
        Seller is in breach of any represen tation, warranty, covenant or
        closing condition contained in this Agreement.

               (c) Seller may terminate this Agreement by giving written notice
        to TransWestern at any time prior to the Closing Date in the event
        TransWestern is in breach of any representation, warranty, covenant or
        closing condition contained in this Agreement.

               (d) TransWestern may terminate this Agreement at any time prior
        to the Closing Date if the Closing shall not have occurred on or prior
        to the close of business on February 2, 1998 as a result of Seller's
        inability to satisfy the conditions set forth in Article 5; provided
        that TransWestern is not in material breach of any of its
        representations, warranties or covenants contained in this Agreement;
        and provided, further, that TransWestern will not be entitled to
        terminate this Agreement pursuant to this Section 6.1(d) if
        TransWestern's willful or knowing breach of this Agreement has prevented
        the consummation of the transactions contemplated hereby.

               (e) Seller may terminate this Agreement by giving written notice
        to TransWestern at any time prior to the Closing Date if the Closing
        shall not have occurred on or before the close of business on February
        2, 1998 as a result of TransWestern's inability to satisfy the
        conditions set forth in Article 5; provided that Seller is not in
        material breach of any of its representations, warranties or covenants
        contained in this Agreement; and provided, further, that Seller will not
        be entitled to terminate this Agreement pursuant to this Section 6.1(e)
        if Seller's willful or knowing breach of this Agreement has prevented
        the consummation of the transactions contemplated hereby.

               6.2 Effect of Termination. If any Party terminates this Agreement
pursuant to Section 6.1(a), all obligations of the Parties hereunder shall
terminate without any Liability of any Party to any other Party, (except for any
Liability of any Party then in breach); provided, however, that Sections 7.2 and
7.4 shall survive such termination.

                        ARTICLE 7 - ADDITIONAL AGREEMENTS

               7.1 Post-Closing Assistance. In case at any time after the
Closing Date any further action is necessary or desirable to carry out the
purposes of this Agreement and to effect, consummate, confirm or evidence the
consummation of the transactions contemplated hereby (including, without
limitation, with respect to the sales into, printing and publication of each of
the Future Editions and with respect to TransWestern's collection obligations
under Section 4.4), each of the Parties will take such further action
(including, without limitation, the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, at the
sole cost and expense of the requesting Party (unless the requesting Party is
entitled to indemnification therefor under Section 7.3). During the seven-year
period following the Closing Date, TransWestern shall have reasonable access to
Seller's or, if applicable, Shareholder's books and records (and to 



                                     - 28 -
<PAGE>   34

make copies thereof at TransWestern's expense) for any proper purpose set forth
by TransWestern in a writing delivered to Seller or Shareholder.

               7.2    Confidentiality.

               (a) Information Concerning the Parties. Regardless of whether the
        transactions hereunder are consummated, (i) TransWestern and its
        Affiliates shall keep confidential all information regarding Seller's
        telephone directory business which is or has been furnished to
        TransWestern or its directors, officers, employees, representatives,
        advisors or Affiliates by or on behalf of Seller and (ii) Seller shall
        keep confidential all information regarding TransWestern's business
        which is or has been furnished to Seller, or any of its partners,
        directors, officers, employees, representatives, advisers or Affiliates
        by or on behalf of TransWestern. In the event the transactions
        contemplated by this Agreement are not consummated, the Parties shall
        return (or certify the destruction of) all materials in their possession
        containing confidential information belonging to another Party and shall
        not use any such information for any purpose whatsoever. The foregoing
        notwithstanding, none of the provisions in this Section 7.2(a) shall
        apply to any information which (x) is already in a Party's possession
        (provided that such information is not subject to another
        confidentiality agreement with or other legal or fiduciary obligation of
        secrecy to the Party to which the information relates (such agreements
        and obligations being referred to as "Confidentiality Obligations"));
        (y) becomes generally available to the public other than as a result of
        any breach of this Section 7.2(a) or a Confidentiality Obligation; or
        (z) becomes available to a Party on a non-confidential basis from a
        source other than the Party to which the information relates (provided
        that such source is not bound by a Confidentiality Obligation with, or
        other legal or fiduciary obligation of, secrecy to the Party to which
        the information relates).

               (b) Notice of Compulsory Disclosure. In the event any Party
        hereto is required to disclose any confidential information pursuant to
        applicable law, such Party shall promptly notify each other Party in
        writing, which notification shall include the nature of the legal
        requirement and the extent of the required disclosure, and shall
        cooperate with each other Party to preserve the confidentiality of such
        information consistent with applicable law.

               (c)    Non-Competition.

                      (i) As a material inducement to TransWestern to enter into
               and perform its obligations under this Agreement, for a period of
               five years following the Closing Date, neither Seller nor
               Shareholder or any of their respective successors will, directly
               or indirectly, either for itself or for any partnership,
               individual, corporation, joint venture or any other entity
               participate in any business (including, without limitation, any
               division, group or franchise of a larger organization) which
               engages in or proposes to engage in the promotion, sale,
               distribution, production or printing of telephone directory
               "yellow pages" or similar products or related services in any
               County where a Directory is published. For purposes of this
               Agreement, the term "participate in" shall include, without
               limitation, having any direct or indirect interest in any
               corporation, partnership, joint venture or other entity, whether
               as a sole



                                     - 29 -
<PAGE>   35

               proprietor, owner, shareholder, partner, joint venturer, creditor
               or otherwise, or rendering any direct or indirect service or
               assistance to any individual corporation, partnership, joint
               venture and other business entity (whether as a director,
               officer, manager, supervisor, employee, agent, consultant or
               otherwise).

                      (ii) As a material inducement to Seller and Shareholder to
               enter into and perform their obligations under this Agreement,
               for a period ending on the earlier of (A) the date which is five
               years following the Closing Date and (B) the date as of which
               Seller no longer owns or publishes the telephone directories,
               neither TransWestern nor any of its successors will, directly or
               indirectly, either for itself or for any partnership, individual,
               corporation, joint venture or any other entity participate in any
               business (including, without limitation, any division, group or
               franchise of a larger organization) which engages in or proposes
               to engage in the promotion, sale, distribution, production or
               printing of telephone directory "yellow pages" or similar
               products or related services in any area covered or serviced by
               the Seller as of the Closing Date. For purposes of this
               Agreement, the term "participate in" shall include, without
               limitation, having any direct or indirect interest in any
               corporation, partnership, joint venture or other entity, whether
               as a sole proprietor, owner, shareholder, partner, joint
               venturer, creditor or otherwise, or rendering any direct or
               indirect service or assistance to any individual corporation,
               partnership, joint venture and other business entity (whether as
               a director, officer, manager, supervisor, employee, agent,
               consultant or otherwise).

                      (iii) Each of Seller and Shareholder, on the one hand, and
               TransWestern, on the other hand, hereto agree that the other
               Party would suffer irreparable harm from a breach by such Party
               of any of the covenants or agreements contained in Section
               7.2(c)(i) and 7.2(c)(ii), as the case may be. In the event of an
               alleged or threatened breach by any Party of any of the
               provisions of this Section 7.2(c), the other Party or its
               successors or assigns may, in addition to all other rights and
               remedies existing in its favor, apply to any court of competent
               jurisdiction for specific performance and/or injunctive or other
               relief in order to enforce or prevent any violations of the
               provisions hereof equal to the length of the violation of this
               Section 7.2(c).

                      (iv) If, at the time of enforcement of this Section
               7.2(c), a court shall hold that the duration, scope or area
               restrictions stated herein are unreasonable under circumstances
               then existing, the Parties agree that the maximum duration, scope
               or area reasonable under such circumstances shall be substituted
               for the stated duration, scope or area and that the court shall
               be allowed to revise the restrictions contained herein to cover
               the maximum period, scope and area permitted by law. Each Party
               agrees that the restrictions contained in subsection 7.2(c)(i)
               and (ii) are reasonable.

                      (v) Each Party agrees that the covenants made in this
               Section 7.2(c) shall be construed as an agreement independent of
               any other provision of this Agreement



                                     - 30 -
<PAGE>   36

               and shall survive any order of a court of competent jurisdiction
               terminating any other provision of this Agreement.

               7.3    Indemnification.

                      (i) In addition to all rights and remedies available to
               TransWestern at law or in equity, Seller and Shareholder shall
               jointly and severally indemnify TransWestern, its Affiliates,
               members, managers, officers, employees, agents, representatives,
               permitted successors and assigns (collectively, the "TransWestern
               Indemnities") in respect of, and save and hold each TransWestern
               Indemnitee harmless against, and pay on behalf of or reimburse
               each TransWestern Indemnitee for, as and when incurred at any
               time after the Closing Date or such earlier date when this
               Agreement may be terminated pursuant to Article 6, any Loss which
               any such TransWestern Indemnitee may suffer, sustain or become
               subject to, as a result of, in connection with, relating or
               incidental to or by virtue of:

                             (A) any breach of any representation, warranty,
                      covenant or agreement made by Seller or Shareholder in
                      this Agreement or any facts or circumstances constituting
                      such a breach;

                             (B)    any Excluded Asset;

                             (C)    any Excluded Liability; or

                             (D)    any Sales/Use Tax Liability.

                      (ii) In addition to all rights and remedies available to
               Seller at law or in equity, TransWestern shall indemnify Seller
               and its Affiliates, officers, directors, employees, agents,
               representatives and permitted successors and assigns
               (collectively, "Seller Indemnitees") in respect of, and save and
               hold each of them harmless from and against, and pay on behalf of
               or reimburse each Seller Indemnitee for, as and when incurred at
               any time after the Closing Date or such earlier date when this
               Agreement may be terminated pursuant to Article 6, any Loss which
               such Seller Indemnitee may suffer, sustain or become subject to,
               as the result of, in connection with, relating to or incidental
               to or by virtue of the breach by TransWestern of any
               representation, warranty, covenant or agreement made by
               TransWestern contained in this Agreement.

                      (iii) If a party hereto seeks indemnification under this
               Section 7.3, such party (the "Indemnified Party") shall give
               written notice to the other party (the "Indemnifying Party") of
               the facts and circumstances giving rise to the claim. In that
               regard, if any suit, action, claim, liability or obligation (a
               "Proceeding") shall be brought or asserted by any third party
               which, if adversely determined, would entitle the Indemnified
               Party to indemnity pursuant to this Section 7.3, the Indemnified
               Party shall within thirty (30) days notify the Indemnifying Party
               of the same in 



                                     - 31 -
<PAGE>   37

               writing, specifying in detail the basis of such claim and the
               facts pertaining thereto; provided, that the failure to so notify
               an Indemnifying Party shall not relieve the Indemnifying Party of
               its obligations hereunder except to the extent such failure shall
               have harmed the Indemnifying Party. The Indemnifying Party, if it
               so elects, shall assume and control the defense of such
               Proceeding (and shall consult with the Indemnified Party with
               respect thereto), including the employment of counsel reasonably
               satisfactory to the Indemnified Party and the payment of
               expenses; provided however, that in the event any Proceeding
               shall be brought or asserted by any third party which, if
               adversely determined, would not entitle the Indemnified Party to
               full Indemnity pursuant to Section 7.3, the Indemnified Party may
               elect to participate in a joint defense of such Proceeding (a
               "Joint Defense Proceeding") for which the expenses of such joint
               defense will be shared equally by such parties and the employment
               of counsel shall be reasonably satisfactory to both parties. If
               the Indemnifying Party elects to assume and control the defense
               of a Proceeding, it will provide notice thereof within thirty
               (30) days after the Indemnified Party has given notice of the
               matter and if such Proceeding is not a Joint Defense Proceeding,
               the Indemnified Party shall have the right to employ counsel
               separate from counsel employed by the Indemnifying Party in any
               such action and to participate in the defense thereof, but the
               fees and expenses of such counsel employed by the Indemnified
               Party shall be at the expense of the Indemnified Party unless (i)
               the employment thereof has been specifically authorized by the
               Indemnifying Party in writing or (ii) the Indemnifying Party has
               failed to assume the defense and employ counsel. The Indemnifying
               Party shall not be liable for any settlement of any Proceeding,
               the defense of which it has elected to assume, which settlement
               is effected without the written consent of the Indemnifying
               Party; provided that no settlement of a Joint Defense Proceeding
               may be effected without the written consent of both parties. If
               there shall be a settlement to which the Indemnifying Party
               consents or a final judgment for the plaintiff in any Proceeding,
               the defense of which the Indemnifying Party has elected to
               assume, the Indemnifying Party shall indemnify the Indemnified
               Party with respect to the settlement or judgment. If the
               Indemnifying Party elects to assume and control the defense or in
               the event of a Joint Defense Proceeding, the Indemnified Party
               shall take all reasonable efforts necessary to assist the
               Indemnifying Party in such defense.

                      (iv) The Indemnifying Party shall pay the Indemnified
               Party in immediately available funds promptly after the
               Indemnified Party provides the Indemnifying Party with written
               notice of any Loss incurred by the Indemnified Party hereunder
               but in any event not later than thirty (30) days after
               Indemnifying Party received notice of a Loss.

                      (v) In addition to any other remedies, TransWestern shall
               be entitled to set-off any amounts due or payable by Seller or
               Shareholder to TransWestern pursuant to, under or in connection
               with this Agreement against any amount (including, without
               limitation, in respect of the Seller Note) otherwise due or
               payable by TransWestern to Seller or Shareholder under this
               Agreement.



                                     - 32 -
<PAGE>   38

               7.4    Arbitration.

               (a) The arbitration procedure set forth below shall be the sole
and exclusive method for resolving and remedying claims for money damages
arising out of the provisions of Section 7.3 (the "Disputes"), provided that,
nothing in this Section 7.4 shall prohibit a party hereto from instituting
litigation to enforce any Final Determination or availing itself of the remedies
set forth in Section 7.2(c). The Parties hereby agree and acknowledge that,
except as otherwise provided in this Section 7.4 or in the Commercial
Arbitration Rules of the American Arbitration Association as in effect from time
to time, the arbitration procedures and any Final Determination hereunder shall
be governed by, and shall be enforced pursuant to the Uniform Arbitration Act
and applicable provisions of Georgia law.

               (b) In the event that any Party asserts that there exists a
Dispute, such Party shall deliver a written notice to each other Party involved
therein specifying the nature of the asserted Dispute and requesting a meeting
to attempt to resolve the same. If no such resolution is reached within ten
business days after such delivery of such notice, the Party delivering such
notice of Dispute (the "Disputing Person") may, within 45 business days after
delivery of such notice, commence arbitration hereunder by delivering to each
other Party involved therein a notice of arbitration (a "Notice of Arbitration")
and by filing a copy of such Notice of Arbitration with the Atlanta, Georgia
office of the American Arbitration Association. Such Notice of Arbitration shall
specify the matters as to which arbitration is sought, the nature of any
Dispute, the claims of each Party to the arbitration and shall specify the
amount and nature of any damages, if any, sought to be recovered as a result of
any alleged claim, and any other matters required by the Commercial Arbitration
Rules of the American Arbitration Association as in effect from time to time to
be included therein, if any.

               (c) Seller and TransWestern each shall select one independent
arbitrator expert in the subject matter of the Dispute (the arbitrators so
selected shall be referred to herein as "Seller's Arbitrator" and
"TransWestern's Arbitrator," respectively). In the event that either Party fails
to select an independent arbitrator as set forth herein within 20 days from
delivery of a Notice of Arbitration, then the matter shall be resolved by the
arbitrator selected by the other Party. Seller's Arbitrator and TransWestern's
Arbitrator shall select a third independent arbitrator expert in the subject
matter of the dispute, and the three arbitrators so selected shall resolve the
matter according to the procedures set forth in this Section 7.4. If Seller's
Arbitrator and TransWestern's Arbitrator are unable to agree on a third
arbitrator within 20 days after their selection, Seller's Arbitrator and
TransWestern's Arbitrator shall each prepare a list of three independent
arbitrators. Seller's Arbitrator and TransWestern's Arbitrator shall each have
the opportunity to designate as objectionable and eliminate one arbitrator from
the other arbitrator's list within 7 days after submission thereof, and the
third arbitrator shall then be selected by lot from the arbitrators remaining on
the lists submitted by Seller's Arbitrator and TransWestern's Arbitrator.

               (d) The arbitrator(s) selected pursuant to clause (c) will
determine the allocation of the costs and expenses of arbitration based upon the
percentage which the portion of the contested amount not awarded to each Party
bears to the amount actually contested by such Party. For example, if
TransWestern submits a claim for $1,000, and if Seller contests only $500 of the
amount



                                     - 33 -
<PAGE>   39

claimed by TransWestern, and if the arbitrator(s) ultimately resolves the
dispute by awarding TransWestern $300 of the $500 contested, then the costs and
expenses of arbitration will be allocated 60% (i.e. 300 / 500) to Seller and 40%
(i.e. 200 / 500) to TransWestern.

               (e) The arbitration shall be conducted under the Commercial
Arbitration Rules of the American Arbitration Association as in effect from time
to time, except as otherwise set forth herein or as modified by the agreement of
all of the parties to this Agreement. The arbitrator(s) shall so conduct the
arbitration that a final result, determination, finding, judgment and/or award
(the "Final Determination") is made or rendered as soon as practicable, but in
no event later than 90 business days after the delivery of the Notice of
Arbitration nor later than 10 days following completion of the arbitration. The
Final Determination must be agreed upon and signed by the sole arbitrator or by
at least two of the three arbitrators (as the case may be). The Final
Determination shall be final and binding on all parties and there shall be no
appeal from or reexamination of the Final Determination, except for fraud,
perjury, evident partiality or misconduct by an arbitrator prejudicing the
rights of any Party and to correct manifest clerical errors.

               (f) TransWestern and Seller may enforce any Final Determination
in any state or federal court having jurisdiction over the dispute. For the
purpose of any action or proceeding instituted with respect to any Final
Determination, each Party hereto hereby irrevocably submits to the jurisdiction
of such courts, irrevocably consents to the service of process by registered
mail or personal service and hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may have or hereafter have as to
personal jurisdiction, the laying of the venue of any such action or proceeding
brought in any such court and any claim that any such action or proceeding
brought in such court has been brought in an inconvenient forum.

               (g) If any Party shall fail to pay the amount of any damages, if
any, assessed against it within ten (10) days of the delivery to such Party of
such Final Determination, the unpaid amount shall bear interest from the date of
such delivery at the lesser of (i) the prime rate of interest announced by
NationsBank, N.A., in effect from time to time (which rate shall be adjusted on
the effective date of each change in such prime rate) plus 3.00% and (ii) the
maximum rate permitted by applicable usury laws. Interest on any such unpaid
amount shall be compounded semi-annually, computed on the basis of a 360-day
year consisting of twelve 30-day months and shall be payable on demand. In
addition, such Party shall promptly reimburse the other Party for any and all
costs or expenses of any nature or kind whatsoever (including but not limited to
all attorneys' fees) incurred in seeking to collect such damages or to enforce
any Final Determination.

               7.5    Miscellaneous.

               (a) Representations and Warranties. All of the representations
        and warranties made by TransWestern in this Agreement and all of the
        representations and warranties made by Seller and Shareholder shall
        survive the execution and delivery of this Agreement and consummation of
        the transactions contemplated hereby, regardless of any investigation
        made by any Party or on its behalf. Neither Party's participation in the
        consummation of any transaction pursuant to this Agreement (or any
        agreement contemplated hereby) nor any waiver of any condition to such
        participation (including any condition that a representation



                                     - 34 -
<PAGE>   40

        or warranty of any other Party be true and correct) will constitute a
        waiver by such participating Party of any representation or warranty of
        any Party or otherwise affect the survival of any such representation
        and warranty which shall continue in full force and effect after the
        Closing.

               (b) Press Releases and Announcements; Notice to Customers. All
        press releases and other public announcements and all announcements to
        Seller's customers, suppliers, licensees or employees relating to the
        transactions contemplated hereby (including with respect to any
        termination of this Agreement pursuant to Article 6) shall be prepared
        jointly by Seller and TransWestern. Without in any way limiting the
        generality of the foregoing, at the request of TransWestern, Seller
        shall promptly notify (in a manner in form and substance mutually
        satisfactory to TransWestern and Seller) each of its customers and each
        other Person deemed by TransWestern to be an appropriate recipient of
        such notice (i) that TransWestern will own and publish all editions of
        the Directories as of the Closing Date and (ii) setting forth such other
        information as TransWestern may reasonably request to confirm or
        evidence the transfer of the Directories to TransWestern. After the
        Closing until December 31, 1999, TransWestern shall use billing
        statements containing the Seller's name in connection with its
        collection obligations under Section 4.3 and to provide notice thereon
        of the change in billing address resulting from the transactions
        contemplated herein.

               (c) Further Transfers and Assurance. Each Party will execute and
        deliver such other documents as the other Party may reasonably request
        to effect, consummate, confirm or evidence the transfer to such other
        Party of the Purchased Assets and any other transactions contemplated
        hereby. Without limiting the generality of the foregoing, to the extent
        there are any assets necessary or (in the opinion of TransWestern)
        advisable to the ownership and publication of the Directories as
        presently owned and published by Seller and as proposed to be owned and
        published by TransWestern that are not transferred hereunder to
        TransWestern, Seller will execute and deliver such further instruments
        of conveyance and transfer and take such additional action as may be
        required to transfer such assets to TransWestern.

               (d) Name and Logos of Parties. The Parties hereby agree that the
        cover of the first edition of each Directory to be published after the
        Closing shall be designed to reflect the names and logos of each of
        TransWestern and Seller and shall be produced in a style and format
        reasonably acceptable to TransWestern and Seller.

               (e) No Third Party Beneficiaries. This Agreement shall not confer
        any rights or remedies upon any Person other than the Parties and their
        respective successors and permitted assigns.

               (f) Entire Agreement. This Agreement (including the documents
        referred to herein) constitutes the entire agreement between the Parties
        and supersedes any prior understandings, agreements, or representations
        by or between the Parties, written or oral, that may have related in any
        way to the subject matter hereof (including the letter agreement by
        TransWestern to Seller dated December 19, 1997).



                                     - 35 -
<PAGE>   41

               (g) Succession and Assignment. This Agreement shall be binding
        upon and inure to the benefit of the Parties named herein and their
        respective successors and permitted assigns. No Party may assign either
        this Agreement or any of its rights, interests, or obligations hereunder
        without the prior written approval of the other Parties hereto.

               (h) Counterparts. This Agreement may be executed in two or more
        counterparts, each of which shall be deemed an original but all of which
        together will constitute one and the same instrument.

               (i) Headings. The section headings contained in this Agreement
        are inserted for convenience only and shall not affect in any way the
        meaning or interpretation of this Agreement.

               (j) Notices. All notices, requests, demands, claims, and other
        communications hereunder will be in writing. Any notice, request,
        demand, claim, or other communication hereunder shall be deemed duly
        given (i) when delivered, if personally delivered, (ii) when receipt is
        electronically confirmed, if faxed (with hard copy to follow via first
        class mail, postage prepaid) or (iii) one day after deposit with a
        reputable overnight courier, in each case addressed to the intended
        recipient as set forth below:

If to Seller:                           with a copy (which shall not constitute
                                        notice) to:
Douglas K. Lackey, President
100 Town Center Parkway                 Campbell Martin & Manley, LLP
P.O. Box 339                            990 Hammond Drive
Spring Hill, TN  37174-0339             Suite 800
Telecopy #:  (931) 486-1893             Atlanta, GA  30328
                                        Attn:  David B. Manley, Esq.
                                        Telecopy #:  (770) 396-2171

If to TransWestern:                     with a copy (which shall not constitute
                                        notice) to:
TransWestern Publishing Company
8328 Clairemont Mesa Blvd.              Kirkland & Ellis
San Diego, CA  92111                    200 East Randolph Drive
Attn:  Joan Fiorito                     Chicago, IL  60601
Chief Financial Officer                 Attn: Wendy L. Chronister, Esq.
Telecopy #:  (619) 292-4125             Telecopy #: (312) 861-2200

               Any Party may change the address and/or telecopier number to
which notices, requests, demands, claims, and other communications hereunder are
to be delivered by giving the other Party notice in the manner herein set forth.

               (K) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
        CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF GEORGIA,
        WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION
        OR RULE (WHETHER OF THE STATE OF GEORGIA OR ANY 



                                     - 36 -
<PAGE>   42

        OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
        JURISDICTION OTHER THAN THE STATE OF GEORGIA.

               (l) Amendments and Waivers. No amendment of any provision of this
        Agreement shall be valid unless the same shall be in writing and signed
        by each Party. No waiver by any Party of any default, misrepresentation,
        or breach of warranty or covenant hereunder, whether intentional or not,
        shall be deemed to extend to any prior or subsequent default,
        misrepresentation, or breach of warranty or covenant hereunder or affect
        in any way any rights arising by virtue of any prior or subsequent such
        occurrence.

               (m) Severability. Any term or provision of this Agreement that is
        invalid or unenforceable in any situation in any jurisdiction shall not
        affect the validity or enforceability of the remaining terms and
        provisions hereof or the validity or enforceability of the offending
        term or provision in any other situation or in any other jurisdiction.
        If the final judgment of a court of competent jurisdiction declares that
        any term or provision hereof is invalid or unenforceable, the Parties
        agree that the court making the determination of invalidity or
        unenforceability shall have the power to reduce the scope, duration, or
        area of the term or provision, to delete specific words or phrases, or
        to replace any invalid or unenforceable term or provision with a term or
        provision that is valid and enforceable and that comes closest to
        expressing the intention of the invalid or unenforceable term or
        provision, and this Agreement shall be enforceable as so modified after
        the expiration of the time within which the judgment may be appealed.

               (n) Expenses. Except as otherwise specifically provided herein,
        Seller, Shareholder and TransWestern each will bear its own costs and
        expenses (including legal and broker fees and expenses) incurred in
        connection with this Agreement and the transactions contemplated hereby.


               (o) Taxes; Recording Charges. All transfer, documentary, sales,
        use, stamp, registration, conveyance, income, gains, value added or
        other Taxes and fees arising out of the sale of the Purchased Assets or
        otherwise incurred in connection with this Agreement or the consummation
        of the transactions contemplated hereby and all charges for or in
        connection with the recording of all of the documents and instruments
        contemplated hereby shall be paid by Shareholder when due and will not
        be paid with the assets of Seller. Shareholder will, at his own expense,
        file all necessary Tax Returns and other documentation in connection
        with the Taxes and fees encompassed in this Section 7.5(p).

               (p) Construction. The Parties have jointly participated in the
        negotiation and drafting of this Agreement. In the event of an ambiguity
        or question of intent or interpretation arises, this Agreement shall be
        construed as if drafted jointly by the Parties and no presumptions or
        burdens of proof shall arise favoring any Party by virtue of the
        authorship of any of the provisions of this Agreement. Any reference to
        any federal, state, local, or foreign statute or law shall be deemed
        also to refer to all rules and regulations promulgated thereunder,
        unless the context requires otherwise. Nothing in the disclosure
        schedules shall be deemed adequate to disclose an exception to a
        representation or warranty made herein



                                     - 37 -
<PAGE>   43

        unless the disclosure schedules identifies the exception with reasonable
        particularity and describes the relevant facts in reasonable detail. The
        Parties intend that each representation, warranty, and covenant
        contained herein shall have independent significance. If any Party has
        breached any representation, warranty, or covenant contained herein in
        any respect, the fact that there exists another representation,
        warranty, or covenant relating to the same subject matter (regardless of
        the relative levels of specificity) which the Party has not breached
        shall not detract from or mitigate the fact that the Party is in breach
        of the first representation, warranty, or covenant.

               (q) Incorporation of Exhibits and Schedules. The Exhibits and
        Schedules identified in this Agreement are incorporated herein by
        reference and made a part hereof.

               (r) Number and Gender. Each defined term used in this Agreement
        has a comparable meaning when used in its plural or singular form. Each
        gender-specific term used herein has a comparable meaning whether used
        in a masculine, feminine or gender-neutral form.

               *           *           *           *            *



                                     - 38 -


<PAGE>   44

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

                              TRANSWESTERN PUBLISHING COMPANY LLC

                              By: TransWestern Communication Inc.,
                                        its Manager


                              By:   /S/ RICARDO PUENTE
                                    ___________________________________________
                              Its:      PRESIDENT
                                    ___________________________________________


                              MAST ADVERTISING & PUBLISHING, INC.

                                   /S/ DOUGLAS K. LACKEY
                              __________________________________________________
                                   Douglas K. Lackey
                                   President and Chief Executive Officer


                              ALLIED MANAGEMENT, INC.

                                   /S/ DOUGLAS K. LACKEY
                              __________________________________________________
                                   Douglas K. Lackey
                                   President and Chief Executive Officer




                  (Signature Page to Asset Purchase Agreement)