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                                                                   Exhibit 2(iv)

                       Asset Purchase and Supply Agreement

Jerry Dunlap, doing business as MidSouth Sign Erectors, LLC (hereinafter
"Buyer"), agrees to purchase certain assets and the operations (hereinafter
"Purchase") related to the installation business of MidSouth Sign Company, Inc.,
(hereinafter "MS"). Terms and conditions of such purchase are outlined below:

     1. Effective date - Subject to certain conditions outlined below, the
        effective date of the Purchase is July 1, 2002.
     2. Assets acquired - A complete listing of all assets acquired is included
        on Exhibit A. MS will continue to operate its repair and service
        business.
     3. Liabilities assumed - There are no liabilities of MS to be assumed by
        the Buyer from this transaction.
     4. Purchase price - The purchase price of the assets acquired on Exhibit A
        is $139,500. This is payable as follows: Beginning July 1, 2002 through
        June 1, 2003, Buyer will pay$6,213.41 per month. Payments will be
        further divided as follows: $707.74 due on the 1st, 4005.67 by the 10th,
        and $1,500.00 by the 15th. On July 1, 2003, Buyer will pay balance of
        $64,939.08. Buyer has the right to prepay this balance at any point
        without penalty. Once fully paid, Buyer will own the equipment free and
        clear of any liens or encumbrances. MS will clear any existing liens
        prior to final payoff by Buyer.
     5. Supply agreement - Buyer and MS agree to enter into a supply agreement
        whereby MS agrees to grant Buyer the first right of refusal to supply
        installation services for MS. Buyer will be exclusive supplier of MS's
        installation work at MS's quoted price to the customer less 10%. Buyer
        will be paid a prorata portion of customer deposit (installation
        services divided by total sale contract times amount of deposit
        received, and the balance of the amounts due Buyer upon receipt of final
        customer payment. Buyer is free to contract with other sign
        manufacturers for business, but MS business shall always receive
        priority installation while this supply agreement is in effect. MS
        reserves the right to seek additional suppliers should Buyer's quality
        and performance not meet reasonable standards. Buyer shall have a period
        to correct any deficiencies prior to MS seeking other outside
        contractors. Additionally, Buyer agrees to assist MS with location and
        coordination of subcontractors outside the east Tennessee service area.

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     6.   Term of the supply agreement - The supply agreement described in Item
          5 will be valid for a period of 12 months (or sooner if the balance
          due in Item 4 above is satisfied before July 2003), and renewed
          automatically annually thereafter for 12 month periods unless notified
          in writing three months prior to any renewal by either party. MS
          agrees to compensate Buyer for installation services within 72 hours
          of receipt of customer monies, with such payment based on the
          prorating of installation services to total customer contract
          services.
     7.   Sale of excess equipment - some equipment items purchased by Buyer and
          listed on Exhibit A may be sold by Buyer, with all proceeds applied to
          any outstanding principal balance, if any.
     8.   Non-competition - Buyer agrees to not compete for maintenance and
          service business in the Knoxville and Tri-Cities metropolitan areas,
          and extending south to Athens, Tennessee and west to Cookeville,
          Tennessee. Both parties may pursue service and maintenance business in
          the Chattanooga and surrounding areas, and Buyer agrees to not solicit
          existing MS customers in those areas. Both parties acknowledge that
          other areas are considered open areas to competition. MS agrees to not
          pursue the installation business while the supply agreement in Item 5
          is in effect.
     9.   Non-raid - For a period of twenty-four months, and other than the
          employees listed on Exhibit B, Buyer agrees to not solicit or hire any
          MS employees, recognizing such hire may be damaging to MS's business.
          Should an employee leave MS, Buyer agrees to not solicit, hire, employ
          or contract with such employee for a period of six months from date of
          termination with MS.
     10.  Collection agent - In an effort to expedite collection and payment to
          Buyer, MS authorizes Buyer to collect payments from MS customers and
          forward such payments direct to MS within 48 hours.
     11.  Forwarding leads - from time to time, MS may provide Buyer with sign
          forwarding leads from other manufacturers. Buyer agrees to compensate
          MS with a five (5) per cent fee, payable upon receipt of customer
          monies by Buyer.
     12.  Expenses - all expenses, including payroll, taxes, fuel, insurance
          licenses, phone and other related to Buyer's ability to perform its
          business under these agreements is the sole responsibility of the
          Buyer. Buyer agrees to provide MS with a certificate of insurance
          providing liability, damage and workers compensation coverage in
          adequate amounts to satisfy MS's current insurance requirements.

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     13.  Office and lot rental - MS agrees to rent office space and lot space
          to Buyer at a rate of $500.00 per month, with reasonable access during
          business and non-business hours for as long as the supply agreement is
          in effect. Such rental is payable by the 5/th/ of each month.
     14.  Consulting services - MS agrees to pay Buyer $$1,200 per month for
          consulting services related its sign business for as long as the
          supply agreement is in effect. Such fee is payable by the 5/th/ of
          each month.
     15.  Default by Buyer - Should the Buyer default in making its scheduled
          payments to MS, the following conditions apply. Buyer shall have 5
          business days each month to make payment. Should Buyer fail to make
          payment within 5 business days, MS has right to offset any monies due
          Buyer for services against payments in default. If such offsets do not
          satisfy the amounts due and the payment (or any part of the payment)
          is overdue by twenty days, upon ten days notice MS has right to
          repossess equipment and Buyer waives all claims and agrees to turn
          over the equipment in its possession. Any payments made to date will
          be categorized as rental payments, and Buyer will have no right to
          reimbursement for those monies.
     16.  Default by MS - If MS defaults on any payments to Buyer, Buyer has
          right to hold product or proceeds from its installations until such
          time as the payments are current. If MS defaults on third party debts
          that may impact its ability to fulfill its obligations under this
          agreement, Buyer has right to either make payments direct to third
          party creditors to satisfy such defaults, or renegotiate this supply
          agreement, or both, to protect its position with regards to the
          business arrangement.
     17.  Warranties and representations by Buyer - Buyer represents that it is
          a corporation in good standing in the State of Tennessee, and has the
          right to enter into this agreement. Buyer further warrants it is
          entering into this agreement in good faith with the intent of
          providing contract services to MS. Buyer represents it will notify MS
          in writing of a default of any provision of its obligations under this
          agreement. Buyer acknowledges that some items of equipment, as
          indicated on Exhibit A, are subject to liens and encumbrances by third
          party and that MS must satisfy the secured creditors to fulfill parts
          of this agreement.
     18.  Warranties and representations of MS - MS represents that it is a
          corporation in good standing in the State of Tennessee, and has full
          rights and authority to enter into this agreements. MS represents it
          will obtain a full release of any security interests in the purchased
          equipment by third party creditors. MS will promptly notify Buyer of

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     any default upon the part of MS with any secured, third party creditor that
     may have an impact on this agreement.
19.  Jurisdiction - This agreement shall be construed under the laws of the
     State of Tennessee.
20.  Notices - The parties shall provide written notices at the following
     addresses:

                     If to MS:
                           President
                           MidSouth Sign Company, Inc
                           1901 Jones Street
                           Knoxville, Tennessee 37920

                     If to Buyer:
                           Jerry Dunlap
                           112 Country Club Drive
                     Cleveland, Tennessee 37311

21. Entire agreement - This agreement is the entire agreement between the
    parties.

For Buyer:

   /s/ Jerry Dunlap                                      Date__________
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For MS:

   /s/ Charles R. West                                   Date__________
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