<PAGE>
                                                                   Exhibit 10.05

                                   Agreement



                                 by and between



                            NextMedia Outdoor L.L.C.
                                a Delaware L.L.C.


                                    as Buyer




                                       and




                    Promote It, Inc., a Colorado corporation
                      d/b/A Gas Station Advertising Network


                                   as Seller
<PAGE>

                               Table of Contents
<TABLE>
<S>                                                                     <C>
1.   Assets ........................................................    1
     ------

2.   Excluded Assets ...............................................    2
     ---------------

3.   Purchase Price ................................................    3
     --------------

4.   Assumption of Liabilities and Obligations .....................    3
     -----------------------------------------

5.   Adjustments and Prorations ....................................    4
     --------------------------

6.   Allocation ....................................................    5
     ----------

7.   [Intentionally Omitted] .......................................    6
     -----------------------

8.   Representations and Warranties of Buyer .......................    6
     ---------------------------------------

9.   Representations and Warranties of Seller ......................    6
     ----------------------------------------

10.  Employment Contracts ..........................................   11
     --------------------

11.  Certain Seller Covenants ......................................   12
     ------------------------

12.  Certain Conditions to Seller's Obligations ....................   13
     ------------------------------------------

13.  Certain Conditions to Buyer's Obligations .....................   14
     -----------------------------------------

14.  Cooperation ...................................................   16
     -----------

15.  Bulk Sales ....................................................   16
     ----------

16.  Costs and Expenses ............................................   17
     ------------------

17.  Indemnification ...............................................   17
     ---------------

18.  Termination ...................................................   19
     -----------

19.  Closing .......................................................   20
     -------
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                    <C>
20.   Specific Performance .........................................   20
      --------------------

21.   Parties in Interest ..........................................   20
      -------------------

22.   Amendment ....................................................   20
      ---------

23.   Governing Law ................................................   21
      -------------

24.   Notice .......................................................   21
      ------

25.   Counterparts .................................................   22
      ------------

26.   Severability .................................................   22
      ------------

27.   Entire Agreement .............................................   22
      ----------------

28.   No Liability .................................................   22
      ------------

29.   Brokers ......................................................   23
      -------

30.   Further Actions ..............................................   23
      ---------------
</TABLE>

                                       2
<PAGE>

                            Asset Purchase Agreement

     This Asset Purchase Agreement (this "Agreement") is made this ________ day
of November, 1999 by and among NextMedia Outdoor L.L.C., a Delaware L.L.C.
("Buyer"), and Promote It, Inc., a Colorado corporation, d/b/a Gas Station
Advertising Network (the "Company"), ("Seller"), and Lori Baxter and Jim Baxter:

                              W I T N E S S E T H :

     WHEREAS, Seller owns certain assets used in connection with its business,
and

     WHEREAS, NextMedia Outdoor, L.L.C. desires to purchase substantially all of
the assets of Seller, used or useful in the operation of Seller's business in
accordance to the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and mutual
covenants and agreements set forth herein, the parties hereto, intending to be
legally bound hereby agree as follows:

     1.   Assets. On the Closing Date (as hereinafter defined), Buyer shall
          ------
purchase from Seller all of the assets, properties, interests and rights of
Seller, real and personal, tangible and intangible, owned or leased by Seller
which are used or held for use in the operation of the Company including, but
not limited to, all the following: (i) all leased property, together with all
appurtenant easements thereto, and all leased tangible personal property; (ii)
all equipment, office furniture and other tangible personal property, including
the personal property listed on Exhibit A hereto; (iii) all documents, files,
books and records, (iv) all intellectual property, including all slogans,
programs, computer programs and software (to the extent assignable), programming
material, trade names, service marks and copyrights listed on Exhibit B; (v) all
contracts and agreements listed on Exhibit

                                       1
<PAGE>

C hereto (the "Assumed Contracts"); (vi) goodwill; (vii) licenses and permits
used in the operation of the Seller's business listed in Exhibit D hereto;
(viii) all pending orders; (ix) and all customer lists, intangible rights
including third party claims, warranty claims, insurance claims, set-offs, and
credits. The assets conveyed (the "Assets") will include all replacements and
additions thereto between the date of this Agreement and the date on which the
transactions contemplated hereby are consummated (the "Closing Date"). Seller
agrees that it shall convey the Assets to Buyer free and clear of all liens,
encumbrances and debts of any kind except to the extent expressly assumed by
Buyer in this Agreement.

     2.   Excluded Assets. Notwithstanding anything to the contrary herein, it
          ---------------
is expressly understood and agreed that the assets shall not include the
following Assets (the "Excluded Assets"): cash or cash equivalents; accounts
receivable of Seller; contracts or agreements not expressly assumed by Buyer
including, but not limited to, any and all Investment Agreements and any and all
Authorized Representation/License Agreements; all tangible and intangible
personal property of Seller disposed of or consumed in the ordinary course of
business of Seller between the date hereof and the Closing Date, as permitted
hereunder; all contracts that have terminated or expired on or prior to the
Closing Date in the ordinary course of business of Seller; Seller's corporate
seals, minute books, corporate stock record books and such other books and
records as pertain to the organization, existence, share capitalization of
Seller and financial records as are necessary to enable Seller to file their tax
returns and reports; contracts of insurance and all insurance proceeds or claims
made by Seller arising or related to the Assets prior to Closing (except to the
extent made after the date hereof with respect to Assets); all contracts entered
into before this Agreement not listed in Exhibit C; and

                                       2
<PAGE>

all tax refunds relating to the period prior to Closing.

     3.   Purchase Price.
          --------------

          A.   At the Closing, Buyer shall issue Membership Interests in Buyer
totaling twenty percent (20%) of the total issued and outstanding Interests in
Buyer to Seller, in the names of Seller's Shareholders as set forth in Exhibit
E, hereto, subject to Paragraphs 13 and 17 hereto.

          B.   At the Closing, Buyer shall pay Creditor's Secured Noteholders
one hundred percent (100%) of the outstanding principal of such notes as of the
date of Closing, as set forth in Exhibit F, subject to the Secured Noteholders
waiving any interest and penalties related thereto and tendering originals of
such notes marked "paid in full.".

          C.   At the Closing, Buyer shall issue Notes to Seller's Unsecured
Noteholders, Authorized Representatives and Area Investors in a form as attached
hereto as Exhibit G, in amounts equal to the outstanding principal as of the
Closing, as set forth in Exhibit H.  Said Notes shall be interest free, with a
five (5) year repayment schedule, subject to acceleration on the condition that
Buyer's cash flow exceeds Five Million Dollars ($5,000,000.00) on an annual
basis prior to the fifth (5/th/) year.  For purposes of this Agreement, the
annual basis shall be calculated using the fiscal year of Buyer.

     4.   Assumption of Liabilities and Obligations. (a) Subject to the
          -----------------------------------------
provisions of Paragraph 7, as of the Closing Date, Buyer shall assume and
undertake to pay, discharge and perform only the obligations and liabilities of
Seller under the Assumed Contracts relating to the time period beginning on or
arising out of events occurring on or after the Closing Date. All other
obligations and liabilities of Seller, including, but not limited to (i)
obligations or liabilities under any contract

                                        3
<PAGE>

not included in the Assumed Contracts, (ii) obligations or liabilities under any
Assumed Contract for which a consent to assignment, if required, has not been
obtained as of the Closing Date, (iii) any obligations and liabilities arising
under the Assumed Contracts that relate to the time period prior to the Closing
Date and (iv) any forfeiture, claim or pending litigation or proceeding relating
to Seller prior to the Closing Date, shall remain and be the obligation and
liability solely of Seller. Other than as specified in the first sentence of
this Paragraph 4, notwithstanding anything contained in this Agreement to the
contrary, Buyer does not assume or agree to pay, directly or indirectly,
satisfy, discharge or perform, and will not be deemed by virtue of the execution
and delivery of this Agreement or any document delivered at the execution of
this Agreement, or as a result of the consummation of the transactions
contemplated by this Agreement, to have agreed to pay, satisfy, discharge or
perform, any liability or obligation of the Seller other than the Assumed
Contracts.

     5.   Adjustments and Prorations. Adjustments or prorations of all revenues,
          --------------------------
expenses and liabilities of Seller as of the Closing Date shall, pursuant to
this Paragraph 5, insofar as feasible, be determined and paid on the Closing
Date based upon Buyer's good faith calculation delivered to Seller ten (10) days
prior to the Closing Date and reasonably approved by Seller, with final
settlement and payment by the appropriate party occurring no later than 60 days
after the Closing Date. Buyer's determination of the amount of adjustment under
this Paragraph 5 shall be made in accordance with generally accepted accounting
principles, consistently applied. Within sixty (60) days after the Closing,
Buyer shall submit to Seller its good faith determination of final adjustments
or prorations. If Seller disagrees with the determination made by Buyer of the
adjustments or prorations, Seller shall give prompt written notice thereof, but
in no event later than 20 days after

                                       4
<PAGE>

notice of Buyer's determination, specifying in reasonable detail the nature and
extent of the disagreement. Buyer and Seller shall have a period of 30 days in
which to resolve the disagreement. If the parties are unable to resolve the
disagreement within the 30-day period, the matter shall be submitted to Coopers
& Lybrand L.L.P., an independent certified public accounting firm, which
accounting firm shall be directed to submit a final resolution within 30 days.
The accounting firm's determination shall be binding on Buyer and Seller. Each
party shall bear the fees and expenses of its own representatives, including its
independent accountants, if any, and shall share equally the fees and expenses
of Coopers & Lybrand, L.L.P., if engaged, to resolve any disagreement between
the parties. Within five business days following a final determination
hereunder, the party obligated to make payment will make the payments determined
to be due and owing in accordance with this Paragraph 5.

     6.   Allocation. Within ninety (90) days after the Closing Date, Buyer
          ----------
shall provide Seller with a good faith allocation of the Purchase Price among
the Assets (as well as liabilities assumed by Buyer) that complies with Section
1060 of the Internal Revenue Code with respect to the allocation of the Purchase
Price. If the allocation is not agreed upon within ninety (90) days after the
Closing Date, then Buyer and Seller agree that the allocation shall be made and
consistently reported by Buyer and Seller in compliance with Section 1060 based
upon an asset valuation supplied by Coopers & Lybrand L.L.P. The cost of such
appraisal shall be shared equally by Buyer and Seller. Buyer will order such
appraisal from Coopers & Lybrand L.L.P., promptly after such date as Buyer and
Seller fail to agree on such allocation. The appraisal, if required, shall be
provided to Seller within 45 days after the order of such appraisal.  Both
Seller and Buyer agree to be bound by

                                       5
<PAGE>

the allocation in all tax matters.

     7.   [Intentionally Omitted]
          -----------------------

     8.   Representations and Warranties of Buyer. Buyer hereby represents and
          ---------------------------------------
warrants to Seller as follows, and Buyer and Seller agree that Seller's
obligations hereunder are subject to these representations and warranties being
true and correct as of the Closing Date:

          (a)  Buyer is a limited liability company duly organized, validly
existing and in good standing in the state of Delaware and has all necessary
corporate power and authority to execute this Agreement and the other documents
to be executed by it in connection herewith (collectively with this Agreement,
"Buyer's Agreements") and consummate the transactions contemplated hereby and
thereby;
          (b)  Buyer's execution, delivery and performance of Buyer's Agreements
and the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary action on its part and, assuming the due execution
and delivery of Seller's Agreements (hereinafter defined) by Seller, will
constitute the valid and binding obligation of Buyer, enforceable against it in
accordance with their respective terms, except as limited by laws affecting
creditors' rights generally or equitable principles generally; and

          (c)  Buyer shall have One Million Dollars ($1,000,000.00) of available
funds committed and available to fund the Company as needed in consideration for
its Membership Interests as of the Closing Date.

     9.   Representations and Warranties of Seller. Seller hereby represents and
          ----------------------------------------
warrants to Buyer as follows, and Buyer's obligations hereunder are subject to
these representations and

                                       6
<PAGE>

warranties being true and correct as of the Closing Date:

          (a)  Seller is a corporation duly organized, validly existing and in
good standing in the state of Colorado and authorized to do business in the
state of Nevada and has all necessary corporate power and authority to execute
this Agreement and the other documents to be executed by it in connection
herewith (collectively with this Agreement, "Seller's Agreements") and
consummate the transactions contemplated hereby and thereby. Seller's execution,
delivery and performance of Seller's Agreements and the transactions
contemplated hereby and thereby have been duly and validly authorized by all
necessary action on its part and, assuming the due execution and delivery of
Buyer's Agreements by Buyer, will constitute the valid and binding obligations
of Seller, enforceable against it in accordance with their respective terms,
except as limited by laws affecting creditors' rights or equitable principles
generally. No person other than Seller has any interest in any of the Assets;

          (b)  The execution, delivery and performance of Seller's Agreements by
Seller does not require the consent of any third party, will not conflict with
or violate the provisions of Seller's articles of incorporation or bylaws or any
applicable law or any judgment, order or ruling of any government authority
having jurisdiction over Seller, will not, directly or indirectly, conflict with
or constitute a breach or default under any agreement, mortgage, lien, deed of
trust, license or permit to which Seller is a party or is subject, and will not
result in the creation of any lien or encumbrance on the Assets;

          (c)  Seller is in material compliance with all laws, regulations,
rules and governmental orders applicable to the Assets and its operations, and,
to Seller's knowledge, Seller

                                       7
<PAGE>

has not violated such laws, regulations, rules or governmental orders in the
operation of the business and no such violations have occurred which would
affect Seller's ability to perform its obligations hereunder;

          (d)  Seller is not subject to any judgment, injunction, order or
arbitration decision relating to the Assets and there is no litigation pending
or, to the best of Seller's knowledge, threatened against Seller or any of the
Assets which would affect Seller's ability to perform its obligations hereunder;

          (e)  Seller owns and has, and following the Closing Buyer will have,
good and marketable title to the Assets, which Assets include all personal
property necessary to conduct the business as now conducted. All of the personal
property to be transferred to Buyer is in good and operating condition and
repair, normal wear and tear excepted, is suitable for the purposes for which
they are now being used. Each lease included in the Assets is a valid and
binding obligation of Seller and is in full force and effect, and Seller is not,
and, to the knowledge of Seller, no other party is, in default in any material
respect under any such lease;

          (f)  All trade names, service marks, copyrights and other intellectual
property used by Seller in the business shall be transferred to Buyer on the
Closing Date. Seller has received no notice of infringements or unlawful use of
such property in connection with the operations of the Company;

          (g)  The Financial Statements, which are attached hereto as Exhibit I,
present fairly and are true, correct and complete statements of the financial
position of the Seller, in all material respects, at each of the said sheet
dates and the results of its operations for each of the said periods

                                       8
<PAGE>

covered. The books and records of the Seller properly and accurately reflect all
transactions, properties, assets and liabilities of the Seller. The Seller has
no liabilities or obligations, either accrued, absolute, contingent or
otherwise, except: (i) liabilities set forth on the Last Balance Sheet and not
heretofore paid or discharged; (ii) to the extent specifically set forth in or
incorporated by express reference in any of the schedules hereto; and (iii)
normal liabilities incurred in the ordinary course of business since the date of
the Last Balance Sheet. Since the date of the latest financial information
regarding the business provided by Seller to Buyer (the "Financial Statements"),
there has not occurred, and Seller has not incurred or suffered, any event or
circumstance, or fact that could, result in a material adverse effect on the
business, operations, properties, condition, results of operations, assets,
liabilities or prospects of the business. Since the Financial Statements, Seller
has conducted its business only in the ordinary course consistent with past
practice. Since the Financial Statements Date, there has not occurred, and
Seller has not incurred or suffered, any event, circumstance or fact that
materially impairs the physical assets of any of the Stations; and

          (h)  All federal, state, and local tax returns that are required to be
filed on or before the execution of this Agreement by Seller, have been duly
filed on a timely basis under the statutes, rules and regulations of each
applicable jurisdiction.  All such tax returns are complete and accurate. Seller
has not waived or extended any statutes of limitation for the assessment or
collection of taxes. No claim has ever been made by a Governmental Entity in a
jurisdiction where Seller does not currently file Tax Returns that Seller is or
may be subject to taxation by that jurisdiction.  Nor is Seller or its
Affiliates aware that any such assertion of tax jurisdiction is pending or
threatened.  No Seller is not a foreign person within the meaning of Section
1445 of the Internal Revenue Code (the

                                       9
<PAGE>

"Code").

          (i) With the exceptions of matters set forth in Exhibit J, all taxes,
whether or not reflected on the tax returns, which are due with respect to the
Seller have been timely paid by the Seller, whether or not such taxes are
disputed.  No claim for assessment or collection of taxes has been asserted
against the Seller.  Seller is not a party to any pending audit, action,
proceeding or investigation by any Governmental Entity for the assessment or
collection of taxes nor does Seller have knowledge of any threatened audit,
action, proceeding or investigation.  Liens, other than Permitted Liens (whether
filed or arising by operation of law) have been imposed upon or asserted against
any of the Assets as a result of or in connection with any failure, or alleged
failure to pay any tax.  Seller has withheld and paid all taxes required to be
withheld in connection with any amounts paid or owing to any employee, creditor,
independent contractor or other third party.

          (j) Except as set forth in Exhibit K, there are no actions, suits,
claims, governmental investigations or arbitration proceedings pending or, to
Seller's knowledge, threatened against the Seller or any of its assets, of which
question the validity or enforceability of this Agreement or any action
contemplated herein.  There are no outstanding unsatisfied orders, decrees or
stipulations issued by any federal, state, local or foreign judicial or
administrative authority in any proceeding to which the Seller is or was a party
or which apply to any of the Seller's assets.

          (k) The Seller owns no real estate.  Exhibit L contains an accurate
list of each lease agreement with respect to the Seller's leasehold premises
(the "Leases").  The properties leased pursuant to the Leases constitute all
real property used by the Business in the twelve (12) months prior to the
Closing Date.  A true and complete copy of each Lease has been delivered to the
Buyer

                                      10
<PAGE>

prior to the date hereof. The Leases are in full force and effect, the Seller is
not in default or breach under any Lease and no event has occurred which with
the passage of time or the giving of notice or both would cause a material
breach of or default under any Lease by Seller that has not been waived. To the
best of the Seller's knowledge, there is no breach of default of any Lease by
any other party to such Lease that has not been heretofore satisfied or waived.
The Seller has valid leasehold interests in the Leases, free and clear of any
liens, covenants and easements of any nature whatsoever, except for (i) liens
set forth on Exhibit M; (ii) liens for real estate taxes not yet due and
payable; and (iii) such imperfections of title and encumbrances, if any, as are
not material in character, amount or extent and do not detract from the value,
or interfere with the present use, of such properties.

          (l) No representation or warranty made by Seller and contained in this
Agreement contains any untrue statement of a material fact or omits any material
fact required to make any statement contained herein misleading. Seller is not
aware of any impending or contemplated event or occurrence that would cause any
of the foregoing representations not to be true and complete on the date of such
event or occurrence as if made on that date.

     10.  Employment Contracts.
          --------------------

          (a) Buyer shall offer employment contracts to Lori Baxter and to Jim
Baxter in the forms attached hereto as Exhibit N and O.  Lori Baxter will be
offered an employment agreement which will include terms including, but not
limited to a three (3) year term, an initial salary of one hundred thousand
dollars ($100,000.00), with a minimum bonus of five thousand dollars
($5,000.00), a car allowance of two hundred dollars ($200.00) per month, medical
insurance of up

                                      11
<PAGE>

to one hundred and fifty dollars ($150.00) per month, and a covenant not to
compete. Jim Baxter will be offered an employment agreement which will include
terms including, but not limited to a three (3) year term, an initial salary of
sixty thousand dollars ($60,000.00) with a minimum bonus of four thousand
dollars ($4,000.00), up to one hundred and fifty dollars ($150.00) per month for
medical insurance, and a covenant not to compete.

          (b) Buyer shall loan Lori Baxter one hundred thousand dollars
($100,000.00) with a repayment term of thirty six (36) months with interest
equal to the Citibank of New York Prime Rate as of the date of execution of the
Agreement.  Fifty thousand dollars ($50,000.00) and interest earned thereon
shall be waived on a pro-rata basis over the term.  The remaining principal and
interest shall be repaid in equal monthly installments commencing on the seventh
month.  The Loan shall be in the form attached hereto as Exhibit P.

     11.  Certain Seller Covenants.   Subject to Paragraph 8, Seller hereby
          -------------------------
makes the following covenants to Buyer, the compliance with which in all
material respects shall be a condition to Buyer's obligations hereunder:

          (a)  Seller shall conduct the business in the ordinary and prudent
course of business consistent with past practices, shall not sell, lease or
dispose of any Asset to be conveyed hereunder, and shall preserve the business
of the customers, suppliers and others having business relations with any
Station;

          (b)  Seller shall not knowingly take any action that would cause any
representation or warranty contained herein to become false or invalid, and
Seller shall notify Buyer of any change in any of Seller's representations and
warranties contained herein; provided, however, such notice

                                      12
<PAGE>

shall not operate to cure any breach of such representations or warranties;

          (c) Seller shall not knowingly take any action which is materially
inconsistent with Seller's obligations under this Agreement;

          (d)  Seller shall notify Buyer of any litigation or administrative
proceeding or investigation pending or, to Seller's best knowledge, threatened
which challenges the transactions contemplated hereby; and

     12.  Certain Conditions to Seller's Obligations.  Buyer and Seller agree
          ------------------------------------------
that the obligations of Seller hereunder are, specifically conditioned upon the
occurrence, at or prior to the Closing Date, of all of the following conditions:

          (a) All representations and warranties of Buyer made in this Agreement
or in any Exhibit Ir document delivered pursuant hereto, shall be true and
complete in all material respects as of the Closing Date as if made on and as of
that date, except for changes expressly permitted or contemplated by the terms
of this Agreement and except those given as of a specified date.

          (b) All the terms, covenants, and conditions to be complied with and
performed by Buyer on or prior to the Closing Date shall have been complied with
or performed in all material respects.

          (c) No injunction, decree or judgment of any court, agency or other
governmental entities shall have been rendered against Buyer or Seller which
would render it unlawful, as of the Closing date, to effect the transactions
contemplated by this Agreement in accordance with its terms.

          (d) Buyer shall have delivered or caused to be delivered to Seller, on
the Closing Date, Membership Interests as set forth in Paragraph 3(a), evidence
and payments as required in

                                      13
<PAGE>

Paragraph 3(b), notes as required by Paragraph 3(c), employment agreements as
required by Paragraph 10(a) and the loan required by Paragraph 10(b).

     13.  Certain Conditions to Buyer's Obligations.   Buyer and Seller agree
          ------------------------------------------
that Buyer's obligations hereunder are specifically conditioned upon the prior
occurrence of the following:

          (a)  Buyer shall have received Shareholder Agreement to Convert Stock
into Membership Interest and associated documents related thereto, and/or
Agreement for Accord and Satisfaction of Unsecured Noteholder/Shareholder and
associated documents related thereto, as deemed appropriate by Buyer's counsel
as of the Closing Date from each of Seller's Shareholders listed in Exhibit E in
the form as set forth in Exhibit Q hereto;

          (b) Buyer shall have received Agreement for Accord and Satisfaction of
Secured Noteholder and associated documents related thereto, and/or Agreement
for Accord and satisfaction of Unsecured Noteholder/Shareholder and associated
documents related thereto, and/or Release and Agreement for Accord and
Satisfaction and associated documents related thereto, as deemed appropriate by
Buyer's counsel from all Seller's creditors as listed in Exhibit R, hereto.

          (c)  All instruments of conveyance and transfer including, but not
limited to the Bill of Sale, and the Assignment and Assumption Agreement, in the
forms of Exhibit S hereto and other documents, instruments, and certificates
required by the Agreement or reasonably requested by the Buyer, delivered by
Seller to effect the sale, transfer and conveyance of the Assets to Buyer shall
be satisfactory in form and substance to Buyer and its counsel;

          (d)  No litigation or investigation (whether formal or informal) shall
be pending or, to Buyer's knowledge, threatened which challenges the
transactions contemplated hereby.

                                      14
<PAGE>

          (e) All representations and warranties of Seller made in this
Agreement or in any Exhibit or document delivered pursuant hereto, shall be true
and complete as of the Closing Date as if made on and as of that date, except
for changes expressly permitted or contemplated by the terms of this Agreement.

          (f) All of the terms, covenants and conditions to be complied with and
performed by Seller on or prior to the Closing Date shall have been complied
with or performed in all material respects.

          (g) Seller have obtained all third-party consents and approvals, if
any, required for the transfer or continuance, as the case may be, of the
Assumed Contracts in Exhibit C.

          (h) No injunction, order, decree or judgment of any court, agency or
other Governmental Entities shall have been rendered against Seller or Buyer
which would render it unlawful, as of the Closing Date, to effect the
transactions contemplated by this Agreement in accordance with its terms.

          (i) Seller shall have executed and delivered or caused to be delivered
to Buyer, on the Closing Date (i), all special warranty deeds, bills of sale,
endorsements, assignments and other instruments of conveyance and transfer
consistent with the terms hereof and otherwise reasonably satisfactory in form
and substance to Buyer, effecting the sale, transfer, assignment and conveyance
of the Station Assets to Buyer and (ii) all other documents, instruments,
certificates and agreements required of Seller under the terms of this
Agreement.

          (j) Seller's Shareholders have executed the Indemnification Escrow
Agreement along with the necessary documents which would allow the Escrow Agent
to transfer the

                                      15
<PAGE>

Membership Interests to Buyer in the event of a claim for indemnification by
Buyer, attached hereto as Exhibit T.

          (k) Seller's Shareholders shall have executed Buyer's Membership
Agreement in a form and substance satisfactory to Buyer, attached hereto as
Exhibit U.

          (l) No material adverse change in the business, assets, prospects or
condition of the Assets (financial or otherwise) shall have occurred.

          (m) Seller shall have entered into a covenant not-to-compete with
Buyer in a form and substance satisfactory to Buyer, attached hereto as Exhibit
V.
          (n) Seller shall have executed a certification agreeing to change its
name as of the Closing Date, attached hereto as Exhibit W.

          (o) Seller shall execute a Certificate of Closing in a form attached
hereto as Exhibit X.

          (p) Seller shall have entered into a Consulting Agreement with Fred
Slifka, attached hereto as Exhibit Y.

     14.  Cooperation.   Buyer and Seller agree to cooperate fully with one
          ------------
another in taking any actions necessary or helpful to accomplish the
transactions contemplated hereby, provided, however, that no party shall be
required to take any action which would have a material adverse effect upon it
or any of its affiliates.  Buyer and Seller further agree that the selling
Shareholders shall not be requested to make any additional capital contribution
as Members of Buyer until all of Buyer's initial $1,000,000 capital contribution
has been expended.

     15.  Bulk Sales.  Buyer and Seller agree to waive compliance with all bulk
          -----------
sales or similar

                                      16
<PAGE>

laws that may be applicable to the transactions contemplated hereby.

     16.  Costs and Expenses.       Except as otherwise set forth below, Buyer
          -------------------
and Seller agree that each party shall be solely responsible for all costs and
expenses incurred by it in connection with the consummation of the transactions
contemplated hereby; provided, however, that all transfer, sales or use taxes or
similar charges resulting from the transfer of the Assets contemplated hereby
shall be borne by Seller. Notwithstanding the foregoing, Buyer shall reimburse
Seller for its attorneys fees in connection with the transaction up to five
thousand dollars ($5,000.00) at the Closing.  In the event of a dispute between
the parties in connection with this Agreement or the transactions contemplated
hereby, each of the parties hereto agrees that the prevailing party shall be
entitled to reimbursement by the other party of reasonable legal fees and
expenses incurred in connection with any action or proceeding at the pretrial,
trial and appellate levels.

     17.  Indemnification.
          ---------------

          (a)  From and after the Closing Date, Seller agrees to indemnify and
hold Buyer and its affiliates harmless from and against all costs, losses and
damages (including reasonable attorney fees) incurred by Buyer or such
affiliates as a result of or arising out of (i) the breach by Seller of any of
its representations and warranties contained in this Agreement, (ii) the failure
by Seller to perform its covenants set forth in this Agreement, (iii) the
conduct of the business or the use or ownership of the Assets on or before the
Closing Date, including any and all liabilities arising from Assumed Contracts
which relate to events occurring prior to the Closing Date, and (iv) any and all
obligations or liabilities of Seller under any contract or agreement not
expressly assumed by Buyer pursuant to the terms hereof. From and after the
Closing Date, Buyer agrees to indemnify and

                                      17
<PAGE>

hold Seller harmless from and against all costs, losses and damages (including
reasonable attorney fees) incurred by Seller as a result of or arising out of
(x) the breach by Buyer of any of its representations and warranties contained
in this Agreement, (y) the failure by Buyer to perform its covenants set forth
in this Agreement, and (z) the conduct of the business after the Closing Date,
including any and all liabilities arising from any Assumed Contract which
relates to events occurring after the Closing Date. The indemnified party shall
make no settlement, compromise, admission or acknowledgment that would give rise
to liability on the part of the indemnifying party without the prior written
consent of the indemnifying party.

          (b) The following provisions shall govern the indemnification rights
and obligations hereunder:

              (i)  No indemnifying party shall be liable under this Paragraph
with respect to breaches of representations and warranties unless a written
claim for indemnification is given with respect thereto on or before the third
anniversary of the Closing Date (the "Indemnification Period").

          (c) All representations and warranties contained herein shall survive
the Closing in full force and effect through the third anniversary of the
Closing Date, and following termination of a representation or warranty no claim
can be brought with respect to a breach of a representation or warranty, but
such termination shall not affect any claim for a breach of a representation or
warranty that was asserted before the date of termination. All covenants and
agreements made hereunder shall survive the Closing in full force and effect
without limitation as to duration.

          (d) Buyer's recourse against Seller's Shareholders shall be limited to
the Membership Interest held by each Shareholder as set forth in Exhibit E.
Shareholders agree that for

                                      18
<PAGE>

the indemnification period, the Membership Interests shall be held in escrow,
pursuant to an Indemnification Escrow Agreement attached hereto as Exhibit T,
along with necessary documents which would allow the Escrow Agent to transfer
the membership interests to Buyer in the event Buyer makes a indemnification
claim pursuant to Section (a) above. In the event Buyer makes a claim against
the Membership Interests held in escrow, the escrowed Membership Interests shall
be drawn down on a pro rata basis among Seller's Shareholders, based upon book
value of the Membership Interests. The book value of the Company shall be
established by the Company's outside accounting firm on an annual basis,
calculated in accordance with generally accepted accounting procedures.

               (e) In the event, following Closing, the Buyer either (a) enters
into an agreement to sell the Assets purchased hereunder, or (b) contracts with
financial underwriters to prepare and make an IPO offering, and either the
proposed purchasers or the underwriters, as the case may be, do not require the
indemnification given in this paragraph by the Shareholders, then in that event,
the Indemnification Escrow provided for in subparagraph (d) shall be terminated
and the Membership Interest shall be delivered to the Shareholders.

     18.  Termination. This Agreement may be terminated at any time prior to
          -----------
Closing as follows:

          (a)  by written notice of Buyer to Seller or Seller to Buyer if the
other breaches any of its representations or warranties or defaults in any
material respect in the performance of its covenants or agreements contained
herein, and such breach or default shall not be cured within ten (10) days after
the date notice of such breach or default is served by the party seeking to
terminate

                                      19
<PAGE>

this Agreement; or

          (b)  by written notice of Buyer to Seller or Seller to Buyer, if there
shall be in effect any judgment, decree or order that would prevent or make
unlawful the Closing of the transactions contemplated by this Agreement; or
provided, however, that no party hereto may effect a termination hereof if such
party is then in material breach or default of this Agreement; and provided
further, that the termination of this Agreement pursuant to this Paragraph shall
not relieve any party of any liability for breach of this Agreement prior to the
date of termination.

     19.  Closing.  The consummation of the transactions contemplated herein
          -------
(the "Closing") shall occur, except as otherwise mutually agreed upon by Buyer
and Seller within five (5) days after all other terms and conditions of this
Agreement have been satisfied, or (iii) such other date as may be mutually
agreed to by the parties ("Closing Date") but no later than November 30, 1999
unless terminated. The Closing shall be held in the offices of Leibowitz &
Associates, P.A., One SE Third Avenue, Suite 1450, Miami, Florida, 33131, or at
such place as the parties hereto may agree.

     20.  Specific Performance.  Buyer and Seller recognize that if Seller
          ---------------------
refuses to perform under the provisions of this Agreement, monetary damages
alone will not be adequate to compensate Buyer for its injury. Buyer shall
therefore be entitled, in addition to any other remedies that may be available,
to obtain specific performance of the terms of this Agreement.

     21.  Parties in Interest.  This Agreement shall be binding upon and shall
          --------------------
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. No party may voluntarily or involuntarily assign its interest
under this Agreement without the prior written consent of the other parties
hereto, except for any assignment to an affiliate of Buyer in which case Buyer

                                      20
<PAGE>

shall remain fully obligated under this Agreement as an assignor.

     22.  Amendment.   No amendment, waiver of compliance with any provision or
          ----------
condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by the party against whom
enforcement of any waiver, amendment or consent is sought.

     23.  Governing Law.  This Agreement, including, without limitation, the
          --------------
interpretation, construction, validity and enforce ability thereof, shall be
governed by the laws (other than the conflict of laws rules) of the State of
Delaware.

     24.  Notice.   All notices, requests, consents, waivers, and other
          -------
communications required or permitted to be given hereunder shall be in writing
and shall be deemed to have been given (a) if transmitted by facsimile, upon
acknowledgment of receipt thereof in writing by facsimile or otherwise; (b) if
personally delivered, upon delivery or refusal of delivery; (c) if mailed by
registered or certified United States mail, return receipt requested, postage
prepaid, upon delivery or refusal of delivery; or (d) if sent by a nationally
recognized overnight delivery service, upon delivery or refusal of delivery. All
notices, consents, waivers, or other communications required or permitted to be
given hereunder shall be addressed to the respective party to whom such notice,
consent, waiver, or other communication relates at the following addresses:

          To Seller:     Ms. Lori Baxter
                         Gas Station Advertising Network
                         1701 County Road, Suite N
                         Minden, NV  89423
                         Facsimile: (775) 782-2475

                                      21
<PAGE>

          Copy to:       James Hales, Esq.
                         1638 Esmeralda
                         Minden, NV  89423
                         Facsimile: (775) 782-3685

          To Buyer:      Mr. Steven Dinetz
                         NextMedia Outdoor, L.L.C.
                         1034 Skyland Drive
                         P.O. Box 10994
                         Zephyr Cove, NV  89448
                         Facsimile: (775) 588-1433

          Copy to:       Leibowitz & Associates, P.A.
                         One S.E. Third Avenue, Suite 1450
                         Miami, FL  33131
                         Attention: Matthew L. Leibowitz
                         Facsimile: (305) 530-9417

     25.  Counterparts.   This Agreement may be executed in one or more
          -------------
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

     26.  Severability.   Buyer and Seller agree that if one or more provisions
          -------------
contained in this Agreement shall be deemed or held to be invalid, illegal or
unenforceable in any respect under any applicable law, this Agreement shall be
construed with the invalid, illegal or unenforceable provision deleted, and the
validity, legality and enforce ability of the remaining provisions contained
herein shall not be affected or impaired thereby.

     27.  Entire Agreement. This Agreement and the Exhibits hereto embody the
          -----------------
entire agreement and understanding of the parties hereto and supersede any and
all prior agreements, arrangements and understandings relating to the matters
provided for herein.

     28.  No Liability.   Seller agrees that no member, director or officer of
          -------------
Buyer or its

                                      22
<PAGE>

affiliates shall have any personal or individual liability for the
obligations of Buyer under this Agreement or any other agreement entered into in
connection with this Agreement other than as an assignee of this Agreement.

     29.  Brokers.   Neither Buyer nor Seller nor any person acting on behalf of
          --------
Buyer or Seller has agreed to pay any commission or finder's fee in connection
with this Agreement.

     30.  Further Actions.   After the Closing Date, Seller shall execute and
          ----------------
deliver such other certificates, agreements, conveyances, and other documents,
and take such other action, as may be reasonably requested by Buyer in order to
transfer and assign to, and vest in, Buyer the Assets pursuant to the terms of
this Agreement.

     31.  Board of Managers.  After the Closing Date, Seller shall have a
          -----------------
representative on the Board of Managers.



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                                      23
<PAGE>

     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly executed and delivered as of the date first above written.

                              PROMOTE IT, INC.



                              By:   _______________________________
                                    Lori Baxter
                                    President



                              NEXTMEDIA OUTDOOR, L.L.C.



                              By:   _______________________________
                                    Matthew L. Leibowitz
                                    Secretary and Member

                                      24