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                           ASSET PURCHASE AGREEMENT


     THIS AGREEMENT, made and entered into this 12th day of September, 1996, 
by and among MOUNTAIN MEDIA, INC., a Pennsylvania corporation doing business 
as Iowa Outdoor Displays ("IOD") and ROBERT H. LAMBERT, ("Lambert")(IOD and 
Lambert are collectively referred to as "Seller") and UNIVERSAL OUTDOOR, 
INC., an Illinois corporation, ("Buyer").   

                             W I T N E S S E T H :

     In consideration of the respective representations, warranties and
covenants contained in this Agreement and other good and valuable consideration,
the sufficiency and receipt of which is hereby acknowledged, Buyer and Seller
agree as follows:

l.   Transfer of Assets.

          1.1       Buyer agrees that at the Closing it shall acquire all of the
          business and assets of Seller, whether disclosed or undisclosed,
          wherever located, which are used in the outdoor advertising business
          in the market described in Exhibit 1.1, ("Market"), including, but not
          limited to, those assets listed on Exhibits or Schedules attached to
          this Agreement ("Assets"), and Seller agrees to transfer, assign,
          convey and deliver to Buyer all of the Assets, in exchange solely for
          the consideration specified under the provisions of Section 1.4 herein
          ("Purchase Price"), plus the assumption of certain obligations of
          Seller as specified. 

          1.2       The consideration payable by Buyer, as specified in Section
          1.1, includes any applicable sales taxes or other taxes imposed upon
          the transfer of the Assets to Buyer.  

          1.3       The Assets shall include, but shall not be limited to, the
          following, all of which are located in the Market:

                    1.3.1          All interest in and to real property as
                    described on Exhibit 1.3.1 including all leasehold interests
                    of Seller in and to real property, and all easements and
                    licenses, including prepaid ground rents.  

                    1.3.2          All sign structures, whether owned or leased,
                    and any fixtures and leasehold

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                    interests in sign structures, and all lights, electrical 
                    hook ups, catwalks and other appurtenant equipment in the 
                    Market which are described in Exhibit 1.3.2.

                    1.3.3          All rights and entitlement of Seller in and
                    to advertising contracts which are listed in Exhibit 1.3.3.

                    1.3.4          All other contract rights and entitlements
                    related to the business of Seller, whether oral or written
                    in excess of $5,000, including those set forth in 1.3.4.

                    1.3.5          All rights and obligations of Seller in and
                    to sign constructions.   All such rights and a list of any
                    contractors are listed in Exhibit 1.3.5.  For purposes of
                    this subsection "sign constructions" shall mean any
                    locations as to which Seller has a perfected or partial
                    right or expectancy to construct signs.

                    1.3.6          All governmental permits, licenses, approvals
                    or authorizations necessary for Seller to conduct its
                    outdoor business within the Market.  Seller shall cooperate
                    with Buyer in the assignment and transfer to Buyer of all
                    such governmental permits, licenses, approvals or
                    authorizations, including state and local sign permits.  All
                    such sign permits and all other material permits, licenses,
                    approvals or authorizations are listed in Exhibit 1.3.1 and
                    1.3.6. 
                    
                    1.3.7          All other assets and property of Seller used
                    in the Market in Seller's outdoor advertising business, such
                    as motor vehicles, office equipment and machinery, sign
                    panels, lighting fixtures, furniture, inventories of raw
                    materials, supplies, customer lists, business records, and
                    work in progress.  A list of all other material assets is
                    set out in Exhibit 1.3.7.

                    1.3.8          All deposits from customers held by Seller
                    arising from transactions in the Market.  A list of all
                    deposits from customers is set forth in Exhibit 1.3.8.

                    1.3.9          All telephone numbers and listings used by
                    Seller in the Market.  Seller will not change said telephone
                    numbers.  A list of all

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                    telephone numbers and listings is attached as Exhibit 1.3.9.

                    1.3.10         [Intentionally Deleted]
          
          
                    1.3.11         Data regarding lessors, advertisers and 
                    other business data in machine-readable form.

                    1.3.12         All accounts receivables and prepaid expenses
                    of IOD attached as Exhibit 1.3.12.    

          1.4       Buyer shall pay to Seller a Purchase Price for the Assets
          of: (a) One Million Seven Hundred Twenty-Five Thousand Dollars
          ($1,725,000) in cash or by wire transfer at Closing at Seller's
          direction as shown on Exhibit 1.4(a) and (b) Seventy-Five Thousand
          Dollars ($75,000) payable into escrow pursuant to the terms of the
          Escrow Agreement attached Exhibit 1.4(b).  The Purchase Price set
          forth herein is subject to the following adjustments:

                    1.4.1          [Intentionally Deleted]
          
                                   
                    1.4.2          Minus the amounts which will credit Buyer for
                    the following:

                    1.4.2.1        $1000 for the Construction of one face on 
                    Route 48, Shenandoah.
                         

                    1.4.2.2        Any advertising services delivered after 
                    Closing for which Seller has already received payment as 
                    reflected on Exhibit 1.3.8.  

                    1.4.3          Other than as provided for in Section 1.4.2,
                    all items of income and expense listed below relating to the
                    Assets will be prorated as of the Closing Date, with Seller
                    liable to the extent such items relate to any time period up
                    to and including the Closing Date, and Buyer liable to the
                    extent such items relate to periods on or subsequent to the
                    Closing Date: (a) personal property, real estate, occupancy
                    and water  taxes, if any, on or with respect to the Assets; 
                    (b) rents, taxes and other items payable by Seller under any
                    contract to be assigned to or assumed by Buyer;  (c) the
                    amount of sewer rents and charges for water, telephone,
                    electricity and other utilities and

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                    fuel; and  (d) [Intentionally Deleted] (e) all items paid or
                    payable on or after the Closing Date under any of the
                    Assumed Obligations (as such term is defined in Section 4.1
                    herein) to the extent not specifically referenced in
                    clauses (a) - (d) above which are normally prorated in 
                    connection with similar transactions;

                         The net aggregate amount of the prorations described in
                    (a) - (d) shall be added to or subtracted from the base
                    amount payable by Buyer to Seller on the Closing Date.  If
                    current payments with respect to items to be prorated
                    pursuant to this Section 1.4.3 are not ascertainable on or
                    before the Closing Date, such payments shall be prorated on
                    the basis of the most recently ascertainable bill therefor
                    and shall be reprorated between Seller and Buyer when the
                    current bills with respect to such items have been issued
                    and a cash settlement shall be made within thirty (30) days
                    thereafter.
                         
                         The prorated items known to the parties at Closing are
                    as listed on Exhibit 1.4.3


          1.5       The Purchase Price will be paid by Buyer plus or minus the
          amount, if any, by which the Purchase Price is adjusted  pursuant to
          subsection 1.4 of this Agreement 
          
          1.6       The parties hereto agree that the allocated Asset values
          attached hereto, designated Exhibit 1.6, fairly and accurately
          represent the respective values of the Asset categories of Seller
          purchased by Buyer pursuant to the Asset Agreement.

          1.7       At the Closing, Seller shall execute the Non-Competition,
          Non-Solicitation and Non-Disclosure Agreement substantially in the
          form set forth in Exhibit 1.7(a).  

               If Seller violates this Section 1.7 and the Non-competition, Non-
          Solicitation and Non-Disclosure Agreement referenced herein, and Buyer
          obtains a final judgment or arbitration award or a settlement is
          reached with Seller for damages as a result of this violation, Buyer
          may offset the amount of this judgment, arbitration award or
          settlement against any amounts owed by Buyer.  "Final" shall mean any
          judgment for which no appeal has been filed during the thirty (30)
          days following the

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          entry of the judgment order.  Provided, however, Buyer's claim shall 
          not be limited to the amount of any offset available.

          1.8       After the Closing, Buyer shall have the right to use the
          name Iowa Outdoor Displays and all other trade names used by Seller in
          the Market.  Buyer shall also have the right for one year from the
          Closing Date to endorse the name Iowa Outdoor Displays to all checks
          which, pursuant to the terms of this Agreement, are the property of
          Buyer.

     2.   Representations and Warranties of Seller.  Seller represents and
     warrants to Buyer as an inducement to Buyer to purchase the Assets of Buyer
     pursuant to the terms of this Agreement as follows:

          2.1       IOD is a Pennsylvania corporation, duly organized, validly
          existing and in good standing under the laws of that state, and has
          the corporate power to own its property and carry on its business as
          now being conducted, and to execute and deliver the Asset Purchase
          Agreement and any other agreements to be entered into by Seller in
          connection with the Asset Purchase Agreement.

          2.2       Seller is properly qualified as a foreign corporation to do
          business in the jurisdictions listed in the attachment hereto
          designated as Exhibit 2.2.  These are the only jurisdictions where
          Seller is required to be qualified as a foreign corporation in order
          to conduct business in the Market.

          2.3       To the best of Seller's knowledge, except as set forth on
          Exhibit 2.3, there are no violations of applicable laws or
          regulations, including, but not limited to, zoning regulations and
          building permits or other permits related to sign structures have
          occurred that would have a material adverse effect on the future
          operation of any Asset.

          2.4       Attached as Exhibit 2.4 are unaudited balance sheets and
          comparative operating statements of Seller's business in the Market as
          of July 31, 1996 (the "Financial Statements").  These Financial
          Statements are in accordance with the books and records of Seller and
          fairly and accurately present its financial position as of that date
          in accordance with generally accepted accounting principles.  

          2.5       Since the date of the Financial Statements, except as
          disclosed in Exhibit 2.5 attached hereto, to the best of Seller's
          knowledge there have been no material adverse

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          changes in the general affairs, management or financial position or
          financial condition of Seller with respect to the Market.

          2.6       The Exhibits attached to this Agreement are correct in all
          material respects including specifically the following: 
          
                    2.6.1     The information about contracts attached as
                    Exhibit 1.3.3 and Exhibit 1.3.4 to this Agreement is true
                    and correct as of the date set forth in said Exhibit. 
                    Except as set forth in Exhibit 2.6.1, said contracts (1) are
                    in full force and effect (2) have not been breached by
                    Seller or to the best of Seller's knowledge, any of the
                    parties thereto; and (3) all payments required under said
                    contracts have been made except those not yet due and
                    payable provided the current portion of which is included
                    as a Current Liabilities.  Seller has no "percentage
                    rental" leases.

                    2.6.2     All sign leases to which Seller is a Lessee are
                    in full force and effect. 

                    2.6.3     [Intentionally Deleted]
          
                    2.6.4     Exhibit 2.6.4 lists agreements, whether oral or
                    written requiring payments or performance by IOD after
                    Closing other than Lease payments and the following
                    agreements:

                          (a)  Each material contract, agreement or commitment
                          for the sale or lease of Seller's Assets, products or
                          services, excluding advertising contracts and
                          contracts to provide advertising allowances or
                          promotional services which are listed in 
                          Exhibit 1.3.4.

                          (b)  Each contract with any dealer, distributor,
                          broker, agent or sales representative.

                          (c)  Employment contracts, including union
                          contracts, executed by any officer, director,
                          employee or consultant of Seller.

          2.7       There are no unfair labor practice charges pending, or to
          the best of Seller's knowledge, threatened against Seller.  Seller has
          not engaged in any unfair labor practices, and there is no strike,
          dispute, request for representation or work stoppage pending or
          threatened against Seller by or with respect to any such employees.

          2.8       The execution, delivery and performance of this

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          Agreement by Seller, including, without limitation, all conveyances,
          transfers, assignments and deliveries contemplated herein, have been
          duly and effectively authorized and approved by IOD's board of
          directors and shareholders and all other persons, businesses, banks
          and governmental bodies or courts whose approval is required.  This
          Agreement and each and every instrument executed and delivered
          hereunder by Seller shall constitute a valid and binding obligation of
          Seller enforceable according to their terms.
          
          2.9       The performance of this Agreement by Seller will not
          conflict with or violate the provisions of any material agreement or
          instrument binding upon Seller 

          2.10      Except as set forth in Exhibit 2.10, there is no suit,
          action, arbitration or legal, administrative or other proceeding or
          governmental investigation pending or, after due inquiry, to the best
          of Seller's knowledge, threatened against or affecting the business,
          Assets or financial conditions of Seller within the Market which would
          have any material adverse effect on Seller's performance of this
          Agreement and the transactions contemplated herein.  Seller is not in
          default with respect to any order, writ, injunction or decree of any
          federal, state, local or foreign court, department, agency or
          instrumentality.

          2.11      Except as set forth on Exhibit 2.11, at Closing Seller will
          convey good and merchantable title to all Assets and Seller's title to
          all property included in the Assets required to be disclosed in the
          Exhibits to this Agreement is not encumbered in any manner other than
          for liens for taxes not yet due.
                                                       
          2.12      All Assets are  useable in the ordinary course of business
          in accordance with industry standards except those listed in Exhibit
          2.12.  Seller has no knowledge of any  defects in the condition of any
          of the said Assets, ordinary wear and tear excepted. 

          2.13      Seller represents and warrants to Buyer that as of the date
          of this Agreement the following environmental representations and
          warranties are true:
                    
                    2.13.1         Seller has not caused or permitted its
                    operations on any real estate owned or leased by Seller to
                    generate, manufacture, refine, transport, treat, store,
                    handle, dispose, transfer, produce or process hazardous
                    substances or other dangerous or toxic substances or solid
                    wastes, except in

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                    compliance with all applicable federal, state and local
                    laws or regulations, and has not caused or to the best of
                    Seller's knowledge permitted and has no knowledge of the
                    release of any hazardous substances that have gone onto or
                    offsite of any real estate owned or leased by Seller (other
                    than the disposal of paints, pastes and similar chemicals
                    through approved channels) and Seller has no knowledge that
                    any person or entity has in the past utilized any real
                    estate owned or leased by Seller in a manner which has
                    created any hazardous substance on or off any real estate
                    owned or leased by Seller.  There are no pending and, to the
                    best of Seller's knowledge, no threatened claims, suits,
                    administrative proceedings, or other actions by a Court or
                    governmental entity with regard to hazardous substances on
                    any real estate owned or leased by Seller except as set
                    forth in Exhibit 2.13.1.

                    2.13.2         Seller agrees to indemnify and hold harmless
                    Buyer, its successors, and assigns against and in respect of
                    any and all damages, claims, losses, liabilities and
                    expenses, including, without limitation, reasonable legal,
                    accounting, consulting, engineering and other expenses,
                    which may be imposed upon or incurred by Buyer, its
                    successors or assigns, or asserted against the Buyer, their
                    successors or assigns by any other party or parties
                    (including, without limitation, a governmental entity),
                    arising out of or in connection with any environmental
                    condition, resulting from activity of Seller prior to
                    Closing.  The indemnification obligations of Seller in this
                    Section 2.13.2 shall survive and extend to the fifth
                    anniversary of Closing subject to the limits stated in
                    Section 10.5. 

          2.14      As of the date of this Agreement, Seller knows of no
          individual, partnership, corporation or other entity in the Market who
          makes it a practice to destroy billboards as part of a campaign or
          concerted effort to damage billboard companies.
     
          2.15      Except current liabilities incurred or paid in the ordinary
          course of business and obligations under contracts entered into or
          performed in the ordinary course of business Seller has not since the
          date of the Financial Statements attached as Exhibit 2.4:

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                    2.15.1        incurred or become subject to any obligations
                    or liabilities (absolute or contingent) which have a
                    material adverse effect on the Assets;
          
                    2.15.2         mortgaged, pledged or subjected to any lien,
                    charge or encumbrance any of its assets covered by this
                    Agreement(other than liens for taxes not yet due;  

                    2.15.3         entered into any transaction other than in
                    the ordinary course of business in any way affecting the
                    Assets, except for this Agreement and the transactions
                    contemplated hereunder;

                    2.15.4         increased, without the knowledge of Buyer,
                    the general rate of compensation payable to any of its
                    employees or made or accrued for any new employee benefit
                    plans for employees.  A list of employees who work on a full
                    time basis and all compensation and bonus arrangements for
                    these employees is set forth in Exhibit 2.15.4;

                    2.15.5         made, accrued or become liable in any way for
                    any bonus, profit sharing, pension, incentive compensation
                    or other similar payments to any employee; or

                    2.15.6         suffered any other event or condition of any
                    character which has materially adversely affected Seller's
                    business.
          
          2.16      The accounts receivable of Seller reflected in the Financial
          Statements attached hereto as Exhibit 2.4 and the accounts receivable
          of Seller resulting from its business operations through the Closing
          Date have been or, to the best of Seller's knowledge, will be
          collected in the ordinary course of business, considering the offset
          for the reserve for doubtful accounts on the same basis as used by
          Seller in the past.  Seller shall continue through the Closing Date
          its normal and customary collection efforts with regard to such
          accounts receivable and shall not make any operational changes in
          anticipation of this transaction.  Said accounts receivable arose out
          of bona fide transactions in the ordinary course of business and are
          not subject to any right of offset or counterclaim except for any
          barter or lease trade out arrangements disclosed in Section 2.21.

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          2.17      Except as set forth in Exhibit 2.17, Seller does not sponsor
          or participate in any (i) life, health, accident or disability or any
          other "employee welfare benefit plan" as defined in Section 3(l) of
          ERISA, or (ii) any "employee pension benefit plan" as defined in
          Section 3(2) of ERISA.  Exhibit 2.17 also discloses the Seller's
          vacation, sick leave and holiday policies.
     
          2.18      Pursuant to the terms of this Agreement, is delivering to
          Buyer all Assets used in the Market by Seller to operate its business
          except Seller's Automobile.

          2.19      Seller has paid all federal and municipal taxes, including
          real and personal property, sales and use taxes it is required to pay.

          2.20      Seller has not sublet any property except as disclosed in
          Exhibit 2.20.

          2.21      Seller has not engaged in any "bartering" or "lease trade
          outs" of accounts receivable or advertising space except as set forth
          in Exhibit 2.21.

          2.22      The supplies owned by Seller being purchased by Buyer, which
          are current assets, are useable by Buyer, both as to quality and
          quantity, in the ordinary course of business in accordance with
          industry standards.

          2.23      [Intentionally Deleted]

          2.24      [Intentionally Deleted]

          2.25      Seller has all permits and licenses needed to operate the
          Assets being purchased by Buyer and no one has challenged the validity
          of those permits and licenses except as set forth in Exhibit 2.25.

          2.26      No Major Advertiser of Seller has advised Seller that it
          will not renew or it is going to breach or terminate its advertising
          contracts when it is assigned to Buyer.  The term "Major Advertiser"
          as used herein shall mean any advertiser whose annual payments are
          Five Thousand Dollars ($5,000.00) in the aggregate or more.  No group
          of advertisers whose annual payments exceed Forty Thousand Dollars
          ($40,000) have advised Seller they will not renew or are going to
          breach or terminate their advertising contracts when they are assigned
          to Buyer.

          2.27      Seller has not received notice of any tax audits against
          Seller.
          

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          2.28      Seller shall be responsible for providing any notice of
          layoff or plant closing required in connection with the transaction
          contemplated herein pursuant to the Federal Worker Adjustment and
          Retraining Notification Act of 1988, any successor federal law, and
          any applicable state or local plant closing notification statute, and
          Seller shall bear any liability or obligation that may rise or accrue
          as the result of improper or untimely notice or that may arise from
          any person claiming wrongful termination or change of employment as a
          result of any action or omissions of Seller with respect to the
          transactions set forth in this Agreement.

          2.29      All dues owed by Seller to any outdoor advertising
          association have been paid.

          2.30      There are no agreements or undertakings pursuant to which
          any third party has or may have the right to acquire from Seller any
          of the stock or (except in the ordinary course of business) Assets of
          Seller. 

          2.31      To the best of Seller's knowledge, except as set forth on
          Exhibit 2.31, after Closing Buyer will have the exclusive right to use
          the Seller's name and all other trade names used by Seller in the
          outdoor advertising business in the outdoor advertising market area
          where Seller currently transacts business.

          2.32      To the best of Seller's knowledge, in the five years prior
          to Closing, no employee of Seller, lessor, business invitee, or other
          person has suffered personal injury or property damage as a result of
          any action involving the business or Assets of Seller within the
          Market such that a claim has been or may be raised against Seller
          directly or indirectly or under the workman's compensation laws of any
          state except as set forth in Exhibit 2.32.
          
          2.33      Seller shall have delivered to Buyer under this Agreement
          sign structures containing, in the aggregate, at least 155 advertising
          faces.  

          2.34      Except as disclosed on Exhibit 2.34, following Closing,
          neither Seller nor any affiliates, officers, directors or shareholders
          of IOD nor any person related to or affiliated with Lambert will have
          any direct, indirect or beneficial ownership of any real or personal
          property which is in any way involved with or related to the operation
          of the Assets and property of Seller used in the Market in Seller's
          outdoor advertising business being purchased by Buyer.
     

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     3.        Representations and Warranties of Buyer.  Buyer represents and
     warrants to Seller as follows:

          3.1       Buyer has been duly incorporated and is validly existing as
          a corporation in good standing under the laws of the State of
          Illinois, with full power and authority to own its properties and
          carry on its business as now being conducted and to execute and
          deliver this Asset Purchase Agreement and any other Agreements to be
          entered into by Buyer in connection with this Asset Purchase
          Agreement.

          3.2       The performance of this Agreement by Buyer will not conflict
          with or violate the provisions of any material agreement or instrument
          binding upon Buyer;  and the execution, delivery and performance of
          this Agreement shall have been duly and effectively authorized by
          Buyer prior to Closing.  This Agreement and each and every instrument
          executed and delivered by Buyer shall constitute a valid and binding
          obligation of Buyer.

          3.3       There is no suit, action, arbitration or legal,
          administrative or other proceeding or governmental investigation
          pending or, to the best of Buyer's knowledge, threatened against or
          affecting the business, assets or financial conditions of Buyer which
          would have any material adverse effect on Buyer's performance of this
          Agreement and the transactions contemplated.  Buyer is not in default
          with respect to any order, writ, injunction or decree of any federal,
          state, local or foreign court, department, agency or instrumentality. 

          3.4       Buyer shall use its best efforts to perform and fulfill all
          conditions and obligations on its part to be performed and fulfilled
          under this Agreement, to the end that the transactions contemplated by
          this Agreement shall be fully carried out.
          
     4.   Assumption of Obligations.  

          4.1       Buyer does not assume any obligations or liabilities of
          Seller of any kind or nature, except as to those post-closing matters
          specified below.

                    4.1.1          Post-closing liabilities under leases
                    affecting the Assets or within the Market; and which have
                    not been paid, performed or discharged by Seller.

                    4.1.2          Post-closing obligations to deliver
                    advertising services pursuant to advertising

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                    contracts purchased pursuant to this Agreement in the
                    Market.

          4.2       Anything to the contrary notwithstanding, it is expressly
          understood that Buyer shall not assume any of the following
          obligations or liabilities of Seller:

                    4.2.1          Any city, state or federal tax liabilities
                    for any kind of tax for any period prior to and including
                    the Closing Date.  Real and personal property taxes shall be
                    prorated as of the Closing Date, based upon bills received,
                    when received.

                    4.2.2          Any income tax liability arising from the
                    sale of Assets to Buyer or conveyance of Assets to Buyer or
                    any liquidation and dissolution of Seller.

                    4.2.3          Any obligation, commitment or liability of or
                    claim against Seller which constitutes or arises from a
                    breach by Seller of any representation, warranty or
                    covenant.

                    4.2.4          Any obligation, commitment or liability of or
                    claim against Seller which may arise from Seller's operation
                    of the Assets prior to the Closing Date.

                    4.2.5          Any obligation, commitment or liability of or
                    claim against Seller which may arise from the rendering of
                    professional, legal, accounting, appraisal, engineering or
                    other similar services to Seller in connection with the
                    transactions.

                    4.2.6          Any liability of Seller under profit-sharing
                    or similar employee benefit plans or any other employee
                    benefit collective bargaining agreement, employment
                    agreement or salary or bonus arrangement.
          
          4.3       Seller herewith agrees that it shall pay promptly when due,
          or contest, any and all liabilities of Seller arising in the Market
          not assumed by Buyer at Closing or discharged by Seller prior to
          Closing, if Seller's failure to pay would have a material adverse
          effect on Buyer, provided that Seller may contest the assertion of any
          such liability to the extent reasonably prudent and Buyer shall
          cooperate fully in any such contest.  If Seller elects to contest any
          such liability and fails to succeed in such contest after any appeals,
          then Seller

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          shall promptly pay such liability.  Seller shall give Buyer written 
          notice before Seller begins contesting any such liability unless 
          Seller does not have adequate time, in which event, Seller shall give
          Buyer said written notice within five (5) business days after Seller 
          begins contesting any such liability.  

               In the event that Seller is contesting any liability not assumed
          by Buyer under the terms of the Asset Agreement, Seller shall make it
          clear to the third party that Seller and not Buyer is the entity
          disputing the matter.

          4.4       Installments of special assessments levied against real
          estate included in the Assets shall be the obligation of Seller if due
          on or before the Closing Date and the obligation of Buyer if due after
          the Closing Date.

          4.5       Prior to the Closing and for six months thereafter, Seller
          shall cooperate with Buyer to obtain all consents, approvals, and
          certificates and licenses and permits, and other documents required or
          appropriate in connection with the performance by it of this Agreement
          and the consummation of the transactions contemplated hereby or
          otherwise required in order to prevent the breach of any
          representation and warranty set forth herein; provided, however, that
          no contact will be made by the Seller with any third party to obtain
          any Consent except in accordance with arrangements previously agreed
          to by Buyer.

          4.6       Excluding workmen's compensation, Seller shall be
          responsible for all claims associated with health, illness or injury
          insofar as they relate to events or conditions existing on or before
          the Closing Date and relating to employees or their dependents (or
          others) to the extent that event or condition has been reported on or
          before the Closing Date to Seller or to a medical professional or as
          to which medical treatment has been obtained on or before the  Closing
          Date; provided, however, that Buyer's health plans will (to the extent
          they would cover medical expenses for a condition arising after the
          Closing Date) cover medical expenses for continuing employees incurred
          after the Closing Date to the extent said medical expenses result from
          a medical condition existing on or before the Closing Date that have
          not been so reported or the subject of such treatment.

               Seller shall be responsible for all workmen's compensation claims
          associated with health, illness or

                                      14

<PAGE>

          injury insofar as they relate to events occurring on or before the
          Closing Date.

          4.7       Seller shall offer continuation coverage under its
          applicable group health plans to all employees of Seller and their
          covered dependents who incur a "qualifying event" (within the meaning
          of section 4980(B) of the Code and section 603 of ERISA) as a result
          of or in connection with the transactions contemplated by this
          Agreement.  Such coverage shall comply with the continuation coverage
          requirements (including any applicable notice provisions) of section
          4980(B) of the Code and Part 6 of Title I of ERISA and any applicable
          state law continuation coverage requirements.

     5.        Conduct of Business Pending Closing.  Seller represents, warrants
     and agrees that from the date of this Agreement until the Closing as to the
     Markets and Assets:

          5.1       The business of Seller will be conducted in the usual and
          ordinary course, the character of the business will not change, no
          different business will be undertaken within the Market, and Seller
          will, in accordance with its past practices, preserve for Buyer the
          relationship with suppliers, customers and others having business
          relations with Seller, including those employees of Seller which Buyer
          intends to hire after Closing.

          5.2       Except in the ordinary course of business, Seller will not
          enter into any contract, agreement, commitment or understanding with
          respect to employing any agents, wholesalers, dealers, brokers or
          consultants in the development and sale of their services which
          requires an expenditure of more than $5,000 without the prior written
          authorization of Buyer.

          5.3       As to the Market or Assets in the Market, Seller will not:

          (i)       mortgage, pledge or subject to any lien, charge or
          encumbrance any of its Assets in the Market;

          (ii)      sell or transfer any of its Assets in the Market, except in
          the ordinary course of business, or any permits, licenses, approvals,
          or authorization or except in the ordinary course of business, cancel
          any debts or claims;

          (iii)     knowingly enter into any transaction outside the ordinary
          course of business.
          
          (iv)      make, accrue or become liable in any way for

                                      15

<PAGE>

          any bonus (other than those which Seller shall pay in full),
          profit-sharing, pension, incentive compensation or other similar
          payments to any employee in the Market inconsistent with prior
          practices or other than as shown on a Schedule or Exhibit to this
          Agreement;

          (v)  make or permit any amendment or early termination of any
          contract, except in the ordinary course of business;

          (vi) through negotiations or otherwise, make any commitment affecting
          the Market or incur any liability affecting the Market to labor
          organizations without the prior written approval of Buyer;

          (vii)     make any material alteration to the normal and customary
          pricing in the Market or terms and conditions of sale extended to
          Seller's customers; or

          (vii)     discharge or satisfy any lien or encumbrance affecting the
          Market or pay any obligation or liability affecting the Market
          (absolute or contingent), except as required or allowed hereunder.

          5.4       Seller shall maintain books of account consistent with past
          accounting practices as described in Section 2.4.  Seller will not
          materially alter its current insurance coverage without the prior
          written consent of Buyer.

          5.5       Prior to this Agreement, Seller has made available to Buyer
          and its representatives certain information and records relating to
          the business and affairs of Seller as requested by Buyer.  During the
          normal business hours throughout the period from this date to the
          Closing Date, Seller will give to Buyer and its accountants, counsel,
          appraisers and other representatives full access to all properties,
          contracts, commitments, books and records or Seller pertaining to the
          Market.  Buyer will keep such information confidential and not
          disclose or use such information except for purposes of this Agreement
          until Closing.

          5.6       Prior to Closing, Buyer shall not have the risk of loss with
          respect to the Assets to be conveyed pursuant to this Agreement.  In
          the event, between the date of this Agreement and the Closing Date,
          any parcel of improved real property or personal property being
          purchased, or leased as a part of this transaction, including but not
          limited to, the office furniture and equipment, fixtures, leasehold
          improvements, equipment, vehicles or other personal property is
          materially damaged or destroyed by fire or other casualty or in the
          event

                                      16

<PAGE>

          that the sign structures to be purchased are materially damaged
          or destroyed by fire or other casualty, and if as a result the Assets
          are materially diminished in value, Buyer may elect to terminate this
          Agreement, and all obligations of the parties shall cease and neither
          party shall have any further rights against the other.  Seller shall
          have the right within thirty (30) days to remedy or repair such damage
          or destruction and (subject to the terms and conditions of this
          Agreement) thereupon require Buyer to close.  Seller shall immediately
          notify the Buyer in writing of the occurrence of any fire or other
          casualty.  Buyer shall notify Seller in writing within two days of
          Buyer's receipt of Seller's notice whether Buyer elects to consummate
          this transaction.

     6.        Conditions to Obligations of Buyer to Consummate the Transaction.
     The obligations of Buyer to be performed at the Closing shall be subject to
     the satisfaction or the waiver in writing by Buyer on or prior to the
     Closing Date of the following conditions:

          6.1       Buyer shall have received an opinion from counsel for Seller
          in the form attached as Exhibit 6.1 which shall be reasonably
          satisfactory to Buyer, dated the Closing Date, to the effect that;

                    6.1.1          IOD is a corporation duly organized, existing
                    and in good standing under the laws of the State of
                    Pennsylvania and has the corporate power to carry on its
                    business as now being conducted in the Market, and is not
                    required to qualify to do business in any state where the
                    nature of its business or assets require qualification. 
          
                    6.1.2          Such counsel does not know of any pending or
                    threatened lawsuits against Seller other than those
                    described in Exhibit 2.10 or elsewhere in this Agreement.

                    6.1.3          The execution, delivery and performance of
                    this Agreement by Seller has been duly authorized and
                    approved by its Board of Directors and this Agreement and
                    each instrument executed and delivered herewith by Seller
                    has been duly executed by and constitute valid and binding
                    obligations of Seller on the Closing Date enforceable
                    according to their terms except to the extent enforceability
                    is limited by applicable bankruptcy and insolvency laws and
                    by general principles of equity. Counsel may take exception
                    to the enforceability of the noncompetition and

                                      17

<PAGE>
     
                    nonsolicitation provisions of the instruments and other
                    generally accepted exceptions.
                    
                    6.1.4          This Agreement and each instrument have been
                    duly executed and delivered by Seller.

                    6.1.5          [Intentionally Deleted]
 
                    6.1.6          [Intentionally Deleted]

                    6.1.7          When the Bill of Sale or other conveyance
                    instruments shall have been delivered to Buyer by Seller,
                    such delivery will transfer to Buyer good title to the
                    Assets, and the Assets to the best of counsel's knowledge is
                    will be free and clear of all liens, encumbrances, claims,
                    charges and assessments whatsoever, other than any incurred
                    by Buyer.
          
          6.2       Buyer shall not have discovered and given notice to Seller
          prior to closing of any material error, misstatement or omission in
          the representations and warranties made by Seller which alone or in
          the aggregate are materially adverse to Seller or to Buyer if the
          transaction is completed, unless Seller has covered the same to
          Buyer's reasonable satisfaction.  The representations and warranties
          and Exhibits or Schedules of Seller contained in this Agreement shall
          be true on and as of the Closing Date with the same effect as though
          such representations and warranties have been made on and as of such
          date, except for any variations resulting from actions contemplated or
          permitted by this Agreement, which variations shall not be materially
          adverse, and each and all of the covenants to be performed by Seller
          on or before the Closing Date pursuant to the terms shall have been
          duly performed in all material respects.  Seller shall deliver to
          Buyer a certificate to that effect, dated the Closing Date, certifying
          to all the foregoing, and executed by an authorized officer of Seller.

          6.3       All contracts, leases and options, permits and rights
          employed by Seller in the conduct of its business in the Market, to
          the extent assignable by Seller, shall be assigned to Buyer at
          Closing, and Seller will use reasonable business efforts to obtain and
          provide to Buyer at Closing any third parties' consents required for

                                      18

<PAGE>

          such assignments.

          6.4       If required by law, Seller shall have complied with all 
          requirements imposed by such agencies of the U. S. Government as may 
          be necessary for the valid and legal consummation of the transactions
          contemplated by this Agreement.

          6.5       No court or governmental agency shall have issued an order,
          binding on Buyer, enjoining the closing of the transactions
          contemplated herein, and no proceeding shall be pending or threatened
          that could result in such order.

          6.6       [Intentionally Deleted]
          
          6.7       Seller shall have delivered a certificate that there has
          been no material adverse change in the exhibits prepared for this
          Agreement between the date of the exhibit and the Closing Date.
     
          6.8       There shall be no existing or threatened suit, action,
          arbitration or legal, administrative or other proceeding or
          governmental investigation pending or, after due inquiry, to the best
          of Seller's knowledge, threatened against or affecting the business,
          assets or financial conditions of Seller within the Market which would
          have any material adverse effect on Seller's performance of this
          Agreement and the transactions contemplated, including that listed in
          Exhibit 2.10 or elsewhere in this Agreement.  

          6.9       Seller shall deliver a certified copy of the Board of
          Directors resolution approving this transaction and the execution of
          this Agreement.  

          6.10      Seller shall deliver an Incumbency Certificate to Buyer as
          to Seller.

          6.11      Seller shall deliver to Buyer copies of all books, records
          and documents relating to the Assets at the Closing.  Seller shall
          retain its minute books and Corporate records. 

          6.12      Seller shall have terminated or reassigned all of Seller's
          employees in the Market.

     7.        Conditions to Obligations of Seller to Consummate the
     Transaction.  The obligations of Seller to be performed at the Closing
     shall be subject to the satisfaction or the waiver in writing by Seller on
     or prior to the Closing Date of the following conditions:

                                      19

<PAGE>

          7.1       Seller shall have received an opinion of Buyer's counsel in
          the form attached as Exhibit 7.1 and which shall be reasonably
          satisfactory to Seller, dated the Closing Date, to the effect that:
               
                    7.1.1          Buyer is a corporation duly organized,
                    existing and in good standing under the laws of the State of
                    Illinois and has the corporate power to carry on its
                    business as now being conducted.

                    7.1.2          The execution, delivery and performance of
                    this Agreement by Buyer has been duly authorized and
                    approved; and this Agreement and each instrument executed
                    and delivered by Buyer have been duly executed by and
                    constitute valid and binding obligations of Buyer
                    enforceable according to their terms subject, however, to
                    any state or federal laws for debtor relief or general
                    principles of equitable relief.
                                                  
                    7.1.3          All actions and proceedings required by law
                    or this Agreement to be taken by Buyer at or prior to the
                    Closing in connection with this Agreement and the
                    transactions provided for have been duly and validly taken
                    or waived by Seller.

          7.2       Seller shall not have discovered any material error,
          misstatement or omission in the representations and warranties made by
          Buyer which alone or in the aggregate to Buyer or Seller if this
          transaction is completed unless Buyer has covered the same to Seller's
          reasonable satisfaction.  The representations and warranties of Buyer
          contained in this Agreement shall be true on and as of the Closing
          Date with the same effect as though such representations and
          warranties had been made on and as of such date, except for any
          variations therein resulting from actions permitted by this Agreement,
          which variations shall not be materially adverse to Buyer and each and
          all the covenants to be performed by Buyer on or before the Closing
          Date shall have been duly performed in all material respects.  Buyer
          shall deliver to Seller a certificate to that effect, dated the
          Closing Date, and executed by an authorized officer of Buyer.
          
          7.3       If required by law, Buyer shall have complied with all
          requirements imposed by such agencies of the U. S. Government as may
          be necessary for the valid and legal consummation of the transactions
          contemplated hereby.

                                      20

<PAGE>

          7.4       No court of competent jurisdiction or governmental agency
          shall have issued an order, binding on Seller, enjoining the closing
          of the transactions contemplated herein, and no proceeding shall be
          pending or threatened that could result in such order.   

          7.5       There shall be no existing or threatened suit, action,
          arbitration or legal, administrative or other proceeding or
          governmental investigation pending or, after due inquiry, to the best
          of Buyer's knowledge, threatened against or affecting the business,
          assets or financial conditions of Buyer within the Market which  would
          have any material adverse effect on Buyer's performance of this
          Agreement and the transactions contemplated, including that listed in
          Exhibit 2.10 or elsewhere in this Agreement.
     
          7.6       Buyer shall deliver an Incumbency Certificate to Seller as
          to Buyer.

     8.   Closing.

          8.1       The transactions required under this Agreement to be
          consummated at the Closing shall take place at such date ("Closing
          Date"), and time as Seller and Buyer may agree, as close as possible
          to the execution of this agreement, but in no event later than
          September 30, 1996. 

          8.2       In addition to, and without limiting any other provision of
          this Agreement, Seller agrees to do, perform and deliver at the date
          of Closing the following:
                                                  
                    8.2.1          The opinion of counsel of Seller as specified
                    in Section 6.1;

                    8.2.2          Execution by Seller of the requisite
                    instruments of conveyance, including, but not limited to, a
                    Bill of Sale and assignments;
               
                    8.2.3          Appropriate instruments of transfer to Buyer
                    all parcels of real estate or leaseholds covered by this
                    Agreement.

                    8.2.4          Evidence satisfactory to Buyer showing
                    compliance with provisions of any applicable requirement of
                    the U.S. Government or any state or local government.

                    8.2.5          Such other instruments as counsel for Buyer
                    may reasonably request.

                                      21

<PAGE>

                    8.2.6          A certificate that there has been no material
                    adverse change in the Exhibits prepared for this Agreement,
                    between the date of the Exhibit and the Closing Date.  

          8.3       In addition to, and without limiting any other provisions of
          this Agreement, Buyer agrees to do, perform and deliver at the Closing
          the following:

                    8.3.1          The opinion of Buyer's counsel as specified
                    in Section 7.01;

                    8.3.2          The amount specified in Section 1.4 in the
                    form of an interbank transfer of immediately available
                    funds;

                    8.3.3          Deposit of the amount specified in
                    Section 1.4 in escrow pursuant to the Escrow Agreement.

                    8.3.4          Evidence satisfactory to Seller showing
                    compliance with provisions of any applicable requirement of
                    the U.S. Government or any state or local government.

                    8.3.5          Such other instruments as counsel for Seller
                    may reasonably request.
          
     9.   Post-Closing Covenants.
               
          9.1       Buyer and Seller agree to retain and permit each other
          access to relevant pre-closing accounting records and corporate books
          of Seller regarding the Assets for a period of six (6) years following
          the Closing Date for any proper purpose.  "Proper purpose" means the
          preparation and review of any federal, state or local tax filing or
          governmental report, filing, or application and defending or enforcing
          rights against third parties or defending or enforcing rights under
          this Agreement. 

          9.2       Seller and Buyer agree to cooperate in the preparation of
          any governmental reports and to furnish reasonably requested
          information needed for the preparation of governmental reports.  
          

          9.3       Consents.  To the extent that the assignment of any    
          contract, license, lease or other agreement to be assigned to Buyer
          herein shall require the consent of any person other than Seller, this
          Agreement shall not constitute an agreement to assign the same if an
          attempted assignment would constitute a breach thereof. 

                                      22

<PAGE>

          Of any such consent is not obtained before the Closing Date, Seller
          agrees to cooperate with Buyer thereafter in any reasonable
          arrangement (such as subcontracting, sublicensing or subleasing)
          designed to provide for Buyer the benefits under the applicable
          contract, license, lease or other agreement, as the case may be
          including without limitation, enforcement, at the cost to and for the
          benefit of Buyer, of any all rights of Seller againstthe other parties
          thereto arising out of the breach or cancellation thereof by such
          other parties or otherwise.

          9.4       Waiver of Bulk Transfer Laws.  The Buyer and Seller each
          hereby agrees to waive compliance by the other with the provisions of
          the bulk transfer law of any jurisdiction. 

    10.   Indemnity.

          10.1      Seller agrees to indemnify Buyer against all claims, losses,
          expenses, obligations, damages and liabilities (including, without
          limitation, costs and expenses of litigation and reasonable attorneys'
          fees) occurring or arising from the following: (1) any breach of any
          representation or warranty or failure to do and perform any covenant
          or agreement of Seller contained in this Agreement; (2) any
          obligation, debt or liability of Seller or any claim based upon any
          other occurrence arising from the operation of the Assets anywhere, or
          from the operation of Seller's entire business anywhere, prior to the
          Closing, the obligation for which is not expressly assumed or agreed
          to be assumed by Buyer; or (3) any claim of any finder or broker
          engaged by Seller or owed compensation by Seller as a result of the
          transactions contemplated in this Agreement.

          10.2      Buyer hereby agrees to indemnify Seller against all claims,
          losses, expenses, obligations, damages and liabilities (including,
          without limitation, costs and expenses of litigation and reasonable
          attorneys' fees) occurring or arising from the following: (1) any
          breach of any representation or warranty or failure to do and perform
          any covenant or agreement of Buyer contained in this Agreement; (2)
          any obligation, debt or liability of Seller or any claim based upon
          any other occurrence arising from the operation of the Assets
          anywhere, or from the operation of Buyer's entire business anywhere,
          after the Closing, the obligation for which is not expressly assumed
          or agreed to be assumed by Seller; or (3) any claim of any finder or
          broker engaged by Buyer or owed compensation by Buyer as a result of
          this transaction.

                                      23

<PAGE>

          10.3      Within a reasonable time after receipt of notification of a
          claim, the indemnified party shall notify the indemnifying party of
          any claim or demand which the indemnified party has determined has
          given rise to a right of indemnification.  Such notice shall specify
          the agreement, representation or warranty with respect to which the
          claim is made, the facts giving rise to the claim, the alleged basis
          for the claim, and the amount (to the extent then determinable) of
          liability for which  indemnity is asserted.  Failure to give the
          foregoing notice shall not be deemed a waiver of any claim or a bar to
          the assertion of such claim unless and to the extent an indemnifying
          party is able to establish damage or prejudice arising from the delay,
          in which case such failure shall be a waiver and bar only to the
          extent of such damage or prejudice.  In the event any action, suit or
          proceeding is brought against the indemnified party with respect to
          which it may make a claim for indemnification, the indemnifying party
          shall assume the defense of such action, suit or proceeding and shall
          hire attorneys and other professionals reasonably acceptable to the
          indemnified party.  The defense shall include all settlement
          negotiations and arbitration, trial, appeal or other proceedings which
          indemnifying party's counsel shall deem appropriate, all of which
          shall be at the discretion of and conducted by the indemnifying party.
          The indemnified party shall have the right to be represented by
          advisory counsel and accountants, at its expense, and shall be kept
          informed of such action, suit or proceeding at reasonable times at all
          stages thereof, whether or not so represented.  The parties agree to
          make available to each other, their counsel and accountants all
          information and documents reasonably available to them which relate to
          such proceedings or litigation, and the parties further agree to
          render to each other such assistance as they may reasonably require of
          each other in order to ensure the proper and adequate defense of any
          such action, suit or proceeding.  Each party shall promptly notify the
          other party of any audit or examination of its books and records
          undertaken by federal or state tax authorities and the results of any
          such audit or examination, if such audit or examination is reasonably
          expected to impact the other party.
                         
          10.4      In the event that any party does not provide 
          indemnification as required by the terms of this Article 10, and an
          indemnified party shall pay or suffer a loss due to an indemnified
          liability, the party or parties failing to provide indemnification
          shall pay all expenses suffered by the indemnified party including
          reasonable legal expenses of compelling the indemnifying party or
          parties to provide indemnification to so provide.

                                      24

<PAGE>

               If any party brings a legal action to compel an indemnification
          and loses, the losing party or parties shall pay all reasonable costs
          of litigation and the legal expenses of the defendant in that action.

               
     
          10.5      Limits on Indemnification.  No claim for indemnification or
          damages shall be made by Buyer hereunder unless the aggregate
          cumulative amount of claims of Buyer (or any person or entity
          claiming through Buyer) exceeds $7,500 and then only to the extent
          such claims exceeds such amount. Notwithstanding anything in this
          Agreement to the contrary, Seller shall not be liable to Buyer or any
          person claiming through Buyer for an aggregate cumulative amount in
          excess of $250,000. 

          10.6      Arbitration.  Any controversy or claim arising out of or
          relating to this Agreement, or the breach thereof shall be settled by
          final and binding arbitration in accordance with the then prevailing
          rules of the American Arbitration Association, and judgment upon the
          award rendered may be entered in any court having jurisdiction
          thereof.  The arbitration proceedings shall be held in Des Moines,
          Iowa, before a single arbitrator.
     
     11.  Finders.  Except with respect to Johnsen, Fretty & Co., which shall 
     be paid solely by Seller, Seller and Buyer each represent and warrant to 
     the other that they have not dealt with any finder or broker, they have 
     not had communications with any individual acting in such capacity with 
     regard to these transactions, and they are not in any way obligated to 
     compensate any such person.


     12.  Miscellaneous.  
          
          12.1      This Agreement may be amended or modified by, and only by, a
          written document executed by all of the parties.

          12.2      The titles of the sections of this Agreement are for
          convenience of reference only and are not to be considered in
          construing this Agreement.

          12.3      This Agreement and any documents specifically referred to
          constitute the entire understanding between the parties with respect
          to the subject matter, superseding all negotiations, prior discussions
          and preliminary agreements.  This Agreement may be executed in any
          number of counterparts. 

                                      25

<PAGE>

          12.4      The representations and warranties by the parties  shall
          survive the Closing for a period of two (2) years, all covenants and
          agreements shall also survive the Closing for a period of two (2)
          years unless they expire by their terms on or before Closing. Except
          as set forth in Section 2.13, no claim for indemnification shall be
          allowed after such two year period. 

          12.5      It is expressly understood and agreed that Buyer and Seller
          or their respective officers or agents have not made any warranty or
          agreement, express or implied, except as are expressly provided, as to
          the tax consequences of this transaction or the tax consequences of
          any transaction pursuant to or arising out of this Agreement.

          12.6      Other than to a subsidiary or affiliate of Buyer, this
          Agreement may not be assigned without the prior written consent of the
          other party.  This Agreement will be binding upon and inure to the
          benefit of the parties, their successors or permitted assigns, and the
          parties agree for themselves, their successors or permitted assigns,
          to execute any instrument and to perform any acts which may be
          necessary or proper to carry out the purposes of this Agreement.

          12.7      The Exhibits to this agreement shall be as of the date of
          this Agreement unless otherwise stated, but Seller shall provide Buyer
          with the certification provided for in Section 6.7. 

          12.8      All notices, requests, demands and other communications
          hereunder shall be in writing and shall be deemed to have been duly
          given if delivered in person or by electronic facsimile with receipt
          acknowledged and copies sent by mail as provided below to the
          respective persons named below or if mailed by Express, certified or
          registered mail, postage prepaid, return receipt requested:

          If to Seller:

               Robert H. Lambert
               Iowa Outdoor Displays, Inc.
               P.O.Box 66
               105 W. Montgomery
               Creston, IA 50801
               (Phone:   515-782-4176)
               (Fax:     515-782-4177)

          With a copy to:

                                      26

<PAGE>

               David A. Swerdloff, Esq.
               Day, Berry & Howard
               One Canterbury Green
               Stamford, CT 06901
               (Phone:   203-977-7301)
               (Fax:     203-977-7334)

          If to Buyer:

               Brian T. Clingen
               Paul G. Simon            
               Universal Outdoor, Inc.
               321 North Clark Street, Suite 1010
               Chicago, Illinois  60610

          12.9      After the execution of this Agreement, Buyer may issue such
          press releases and prepare and file documents containing such
          information regarding this Agreement and the transactions contemplated
          as Buyer deems appropriate.

          12.10     This Agreement may be executed in one or more counterparts,
          each of which need not contain the signatures of all parties, and all
          of such counterparts taken together shall constitute one Agreement.
          Signatures on facsimile copies of this Agreement are acceptable.

          IN WITNESS WHEREOF, all of the parties hereto have executed and
delivered this Agreement as of the day and year first above written.

                               BUYER:
                               UNIVERSAL OUTDOOR, INC. 

                               By:
                                  -----------------------------------
                               Its:
                                   ----------------------------------

                               SELLER:
                               MOUNTAIN MEDIA INC., D/B/A
                               IOWA OUTDOOR DISPLAYS
                    
                               By:
                                  -----------------------------------
                               Its 
                                   ----------------------------------

                               --------------------------------------
                                         ROBERT H. LAMBERT


                                      27