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                                                                   Exhibit 10.35

                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of March ___, 2000,
between NEXTMEDIA GROUP, INC., a Delaware corporation ("Employer") and STEVEN
SMITH ("Executive").

     WHEREAS, the Employer desires to employ Executive, and Executive desires to
be employed by Employer in accordance with the terms and conditions herein
provided.

     NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, Employer and Executive agree as
follows:

     1. Employment and Employment Period. During the period specified in this
Section 1, Employer shall employ Executive, and Executive shall serve Employer,
on the terms and subject to the conditions set forth herein. The term of
Executive's employment under this Agreement shall commence on the date hereof
(the "Effective Date") and, subject to prior termination as provided in Section
6 below, shall continue through the fifth anniversary of the Effective Date, The
term of Executive's employment under this Agreement is sometimes referred to
below as the "Employment Period."

     2. Duties, Responsibilities, Reporting, No Services for Others.

          (a) At all times during the Employment Period, Executive (i) shall
     serve as a Vice President of Finance or such other comparable management
     position or positions as designated by the Board of Directors of Employer
     (the Board of Directors or any successor equivalent governing body of
     Employer, the "Board of Directors") from time to time, (ii) shall perform
     duties in furtherance of the business of Employer, as may be assigned to
     him from time to time by the Chief Executive Officer of Employer, including
     specifically the duties relating to financial management and merges and
     acquisitions, and (iii) except as set forth in Section 2(b) hereof, shall
     devote his entire business time, energy, talent, and best efforts to the
     faithful and efficient performance of his duties as Vice President of
     Finance.

          (b) Executive shall not, at any time during the Employment Period,
     directly or indirectly, render any business, commercial, or professional
     services to any other person, firm, or organization (other than the Company
     and its Affiliates) for compensation without the prior approval of the
     Board of Directors. Nothing in this Agreement shall preclude Executive from
     devoting reasonable periods of time and effort to charitable and community
     activities or the management of his personal investment assets; provided,
     that such activities do not interfere in any material respect with the
     performance by Executive of his duties hereunder.
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     3. Compensation.

          (a) Base Salary. During the Employment Period, Employer shall pay to
     Executive an annual base salary (the "Base Salary") in regular equal
     installments in accordance with Employer's usual payroll practice.
     Executive's Base Salary for the first contract year shall be One Hundred
     Fifty Thousand Dollars ($150,000), which Base Salary shall be subject to
     appropriate increase each year thereafter at the discretion of the
     compensation committee of the Board of Directors (the "Compensation
     Committee").

          (b) Bonus. Executive shall be entitled to an annual bonus (the
     "Bonus") for each fiscal year in which Executive is employed hereunder in
     an amount equal to such percentage of Executive's Base Salary for such
     fiscal year as may be determined by the Compensation Committee in its
     reasonable discretion and based upon the recommendation of the Chief
     Executive Officer. Any bonus determined to be payable under this section
     shall be paid by Employer to Executive as soon as practicable following the
     completion of the annual audit of Employer.

          (c) Withholdings. Employer shall, in accordance with applicable law,
     deduct from the Base Salary, the Bonus and all other cash amounts payable
     by Employer under the provisions of this Agreement to Executive, or, if
     applicable, to his estate, legal representatives or other beneficiary
     designated in writing by Executive, all social security taxes, all Federal,
     state and municipal taxes and all other charges and deductions that now or
     hereafter are required by law to be charges on the compensation of
     Executive or charges on cash benefits payable by Employer hereunder to
     Executive's estate, legal representatives or other beneficiary.

     4. Retirement and Employee Welfare Benefits. During the Employment Period,
Executive shall be entitled to participate in, and shall receive benefits in
accordance with the terms of, all retirement and welfare benefits plans,
practices, policies, and programs that are made available by the Employer to
other senior executives, which, at a minimum, shall include the following:

          (a) Life Insurance. Employer shall provide Executive, and keep in full
     force and effect at all times during the Employment Period, without cost to
     Executive, a term life insurance policy with a death benefit equal to not
     more than $1,000,000, subject to Executive's insurability at standard group
     rates. Employee shall be solely responsible for the payment of any Federal
     and /or state taxes that may be levied as a result of Employer furnishing
     such life insurance policy, and Executive, his estate and/or heirs hereby
     indemnify and hold harmless Employer from and against any and all taxes
     that may be payable in connection with such life insurance policy.
     Executive shall have the privilege of designating the beneficiary thereof
     and may change the beneficiary thereof by providing written notice to
     Employer and shall have such other rights of ownership provided by such
     life insurance policy, subject to the rules and regulations of the issuing

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     insurance company. Executive shall have the right to assign such life
     insurance policy to Executive's spouse or issue, or to a trust primarily
     for the benefit of Executive's spouse and/or issue. Upon the termination of
     this Agreement for any reason, Employer shall assign such life insurance
     policy to Executive, without cost to Executive, provided that Executive
     shall pay all premiums and other costs relating to such life insurance
     policy from and after the date of such assignment.

          (b) Medical Benefits. Employer shall provide to Executive and his
     immediate family, to the extent eligible and at all times during the
     Employment Period, major medical coverage and disability insurance in an
     amount not less than sixty percent (60%) of the Executive's Base Salary
     then in effect. If Employer is notified that Executive does not qualify for
     such disability insurance at standard rates, Employer will so advise
     Executive within five (5) days after Employer has received such
     notification of non-qualification.

          (c) Reimbursement for Business Expenses. Executive shall be permitted
     first class air travel (when up-grades from coach class air travel cannot
     be obtained) and hotel accommodations for all business-related travel and
     entertainment. Employer shall reimburse Executive promptly upon production
     of reasonably detailed accounts, receipts, vouchers or other reasonable
     evidence of payment by Executive, for all ordinary, reasonable and
     necessary travel, entertainment and other expenses as shall be incurred by
     him in the performance of his duties hereunder.

          (d) Automobile. During the Employment Period, Employer shall provide
     Executive with or pay or reimburse Executive for his lease or purchase of
     an automobile, the aggregate expense of which shall not exceed $10,000 per
     annum.

          (e) Vacations. During each complete twelve (12) month period of the
     Employment Period, Executive shall be entitled to paid vacation time at the
     rate of not more than four (4) weeks per calendar year, provided that such
     vacation shall be taken at such time or times as Executive may determine in
     such a manner as to avoid undue disruption to the business of Employer.
     Executive shall also be entitled to such personal leave, holiday leave and
     sick leave as may be permitted pursuant to the general practice and
     policies of Employer.

          (f) Club Membership. During the Employment Period, Employer shall
     reimburse Executive for membership dues, up to a maximum of Five Thousand
     Dollars ($5,000) per calendar year, for a tennis, fitness, business lunch
     club or similar facility to be used by Executive for business purposes.
     Employer shall have the right to approve the club membership, which
     approval shall not be unreasonably withheld.

          (g) Stock or other Equity Plans. Upon the consummation of an initial
     public offering of the stock of the Employer, Executive shall participate
     in such stock award,

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     stock option or other similar equity plans as shall be determined by
     Employer's Board of Directors to be fair, appropriate and customary for an
     employee in the position of Executive, in each case, subject to the
     provisions thereof.

          (h) Location of Offices. Executive shall not be required to perform
     his duties under this Agreement at the permanent home/headquarters office
     or location for Employer, but may perform his duties from such other
     location as the Executive may choose, provided that, (i) the Executive is
     able to fully and effectively perform his duties from such location and
     (ii) such location is approved by the Board of Directors.

          (i) Excise Tax. Notwithstanding anything herein to the contrary, if it
     is determined that any payment or benefit provided by Employer to Executive
     (whether hereunder or otherwise, and including any payments or benefits
     provided pursuant to this Agreement) would be subject to the excise tax
     imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
     (or any successor provision), or any interest or penalties with respect to
     such excise tax or any other similar excise tax or surcharge imposed by any
     applicable federal or state law, rule or regulation (such excise tax or
     surcharge together with any interest or penalties thereon, the "Excise
     Tax"), then Executive shall be entitled to an additional cash payment (a
     "Gross-Up Payment") in an amount that will place Executive in the same
     after-tax economic position as Executive would have been in had the Excise
     Tax not applied to the payment or benefit. The amount of the Gross-Up
     Payment shall be determined by Employer's regular independent auditors. No
     Gross-Up Payment shall be payable hereunder if Employer's auditors
     determine that such payments or benefits are not subject to an Excise Tax.
     Employer shall be responsible for the payment of any fees and expenses of
     such auditors for any services provided in connection with any
     determination of a Gross-Up Payment.

     5. Effect of Disability While in Employ of Employer. If, during the
Employment Period, Executive becomes disabled, by reason of physical or mental
impairment, disability or infirmity to such an extent that he is unable to
perform his duties under this Agreement for more than ninety (90) working days
in any twelve (12) consecutive month period, as determined in good faith by the
Board of Directors ("Disability" or "Disabled"):

          (a) Employer may relieve Executive of his duties under this Agreement
     for as long as Executive is so Disabled.

          (b) Employer shall pay to Executive, net of the offset referred to in
     the last sentence of this Section 5(b), all Base Salary, if any, to which
     he would have been entitled under this Agreement had he continued to be
     actively employed by Employer to the earliest of (i) the first date on
     which he is no longer so Disabled, (ii) the date on which his employment is
     terminated by Employer due to Disability pursuant to Section 6(a), (iii)
     the date of his death, or (iv) the end of the Employment Period due to any
     reason other than termination by Employer due to Disability pursuant to
     Section 6(a) or death. Any

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     payment referred to in this Section 5(b) shall be made at the same time as
     that payment would have been made if Executive were not Disabled. Payments
     under this Section 5(b) for any period shall be offset, dollar for dollar,
     by any disability benefits (other than benefits payable pursuant to any
     disability insurance policy all of the premiums for which were paid by
     Executive and not Employer) for that period that are received by Executive.

          (c) Except as provided in this Section 5, Employer shall have no
     further obligations to Executive for Base Salary or Bonus for any period
     during which Executive is so Disabled.

          (d) Executive agrees to submit such medical evidence regarding such
     Disability as may be reasonably requested by the Board of Directors.

     6. Termination.

          (a) Death or Disability. Executive's employment hereunder will
     terminate immediately upon Executive's death. Employer may terminate
     Executive's employment hereunder as of the effective date specified in
     Employer's notice of termination if Executive is Disabled, which effective
     date shall not be earlier than the ninety-first (91st) working day
     (excluding vacation days) following the commencement of Executive's
     Disability, provided, that such notice shall be delivered to Executive not
     later than ten (10) days from the effective date of termination specified
     in such notice.

          (b) By Employer for Cause. Employer may terminate Executive's
     employment under this Agreement for "Cause" (and Executive's employment
     will be deemed to have been terminated for "Cause") if, as of the date of
     termination, any of the following circumstances have occurred:

               (i) Except as otherwise permitted by Section 2(b) hereof,
          Executive has refused to perform his duties as an employee of the
          Employer or failed to devote his entire business, time, energy, talent
          and best efforts to the performance of his duties under this Agreement
          in any material respect;

               (ii) Executive has been convicted of, or entered a plea of nolo
          contendere to, a felony;

               (iii) Executive has engaged in any fraudulent or dishonest
          conduct or acts in the course of his employment with Employer in
          connection with Employer, the Company or any of its Affiliates;

               (iv) Executive breaches any of his obligations hereunder in any
          material respect;

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               (v) Executive has been grossly negligent in the performance of
          his duties under this Agreement;

               (vi) Executive has engaged in the illegal use of drugs or suffers
          from drug dependence or habitual insobriety;

               (vii) Employer materially breaches any financial covenant
          contained in any of its contractual obligations and such breach is not
          cured or waived prior to the expiration of any applicable grace or
          cure periods;

               (viii) Employer shall fail to pay the principal of, or interest
          on, or to make any required payment (regardless of amount) in
          connection with any of its indebtedness when and as the same may
          become due and payable and such failure is not cured or waived prior
          to the expiration of any applicable grace or cure periods;

               (ix) Any event or circumstance shall have occurred the effect of
          which would permit the holder or holders (or a trustee on its or their
          behalf) of any indebtedness of Employer to cause or require such
          indebtedness to become due or to be redeemed or repurchased prior to
          its stated maturity (or to cause or require an offer to be made to
          effect such redemption or repurchase) and such event or circumstance
          is not cured or waived prior to the expiration of any applicable grace
          or cure periods; or

               (x) Employer and its subsidiaries, if any, taken together, shall
          have failed to meet at least ninety percent (90%) of their budget in
          any given fiscal year, as such budget was recommended by the Chief
          Executive Officer and approved by the Board of Directors.

No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi)
above will be effective unless and until Executive has first been given written
notice of the conduct or circumstance purported to constitute "Cause" thereunder
and, unless such conduct or circumstance is not reasonably susceptible of cure
or such conduct or circumstance has already been the subject of notice hereunder
and cured by Executive previously, Executive has failed to cure that conduct or
omission within thirty (30) days following receipt of that notice by Executive.
Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or
subject to the exceptions provided for in the immediately preceding sentence
shall be effective on such current or prospective date as may be specified by
Employer when giving written notice of the termination.

          (c) By Employer Without Cause. Subject to Section 7(c) hereof,
     Employer may terminate Executive's employment hereunder without Cause upon
     written notice from the Chief Executive Officer to Executive.

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          (d) By Executive for Good Reason. Executive may terminate his
     employment hereunder for "Good Reason" at any time if, as of the date of
     termination, any of the following circumstances have occurred:

               (i) failure by Employer to pay Executive the Base Salary or the
          Bonus when due and payable under this Agreement, or a reduction in the
          Base Salary by Employer, other than a reduction pursuant to any
          retirement or welfare benefit plan;

               (ii) failure by Employer to provide Executive with employee
          welfare benefits substantially in accordance with Section 4 hereof;

               (iii) Executive's position, duties and scope of responsibilities
          as described in Section 2(a) hereof are materially reduced from those
          in effect on the Effective Date other than for Cause without the
          consent of Executive (it being understood that the reassignment of
          Executive's functions, duties or responsibilities other than those
          customarily performed by a vice president of a business of comparable
          size and complexity to one or more other persons who report directly
          or indirectly to Executive shall not be considered a reduction of
          Executive's duties or responsibilities);

               (iv) there is a change of control of the Employer such that (X)
          during any period of twelve consecutive calendar months, individuals
          who at the beginning of such period constituted the board of directors
          of Employer shall not consist of a majority of Continuing Directors
          for any reason other than death or disability of a director then in
          office; (Y) the employment of Steven Dinetz and/or Carl Hirsch is
          terminated by (1) the Employer other than for "Cause" or (2) by either
          such individual for "Good Reason", in each case as such terms are
          defined in their respective employment agreements; or (Z) all or
          substantially all of the assets of Employer are sold to a third party;
          or

               (v) the failure of Employer to obtain the assumption in writing
          of its obligation to perform this Agreement by any successor to all or
          substantially all of the assets of Employer within fifteen (15) days
          after such sale or after a merger, consolidation, sale or similar
          transaction in which Employer is not the surviving entity, as
          applicable.

     No termination by Executive pursuant to any of clauses (i), (ii) or (iii)
     above will be effective unless and until Employer has first been given
     written notice of the conduct or circumstance purported to constitute "Good
     Reason" thereunder and, unless such conduct or circumstance is not
     reasonably susceptible of cure or such conduct or circumstance has already
     been the subject of notice hereunder and cured by Employer previously (in
     which

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     case, such termination shall be effective on such current or prospective
     date as may be specified by Executive when giving written notice of the
     termination), Employer has failed to cure that conduct or omission within
     thirty (30) days following receipt of that written notice by Employer,
     except that if such conduct or circumstance is the failure to pay any
     moneys due to Executive under Section 3 hereof, then the cure period shall
     be fifteen (15) days following receipt of such written notice. Any
     termination under clause (iv) or (v) or subject to the exceptions provided
     for in the immediately preceding sentence shall be effective on such
     current or prospective sale as may be specified by Executive when giving
     written notice of the termination.

          (e) By Executive Without Good Reason. Executive may terminate his
     employment hereunder without Good Reason (as defined above) at any time
     upon notice from Executive to the Chief Executive Officer.

     7. Payments Upon Termination.

          (a) Termination by Employer For Cause or by Executive Other Than for
     Good Reason. If Executive's employment hereunder is terminated by Employer
     for Cause, other than pursuant to Section 6(b)(viii), (ix) or (x) or by
     Executive other than for Good Reason prior to the fifth anniversary of the
     Effective Date, Employer shall pay to Executive, as soon as practicable
     after the date on which Executive's employment with Employer terminates
     (the "Termination Date"), any Base Salary and Bonus earned but unpaid
     through the Termination Date, but no further Base Salary, Bonus, or other
     benefits shall accrue or be payable for any period after the Termination
     Date.

          If Executive's employment hereunder is terminated for Cause under
     Section 6(b)(viii), (ix) or (x) prior to the fifth anniversary of the
     Effective Date, Employer shall pay to Executive, as soon as practicable
     after the Termination Date, in a lump sum, one year of Executive's Base
     Salary then in effect, but no further Base Salary, Bonus, or other benefits
     shall accrue or be payable for any period after the Termination Date.

          (b) Termination Upon Death or Disability. If Executive's employment
     hereunder is terminated prior to the fifth anniversary of the Effective
     Date due to his death or Disability, Employer shall pay to the
     beneficiaries designated in writing by Executive or Executive's estate, as
     applicable, as soon as practicable after the Termination Date, any Base
     Salary and Bonus earned but unpaid through the Termination Date. No further
     Base Salary, Bonus, or other benefits shall accrue or be payable for any
     period after the Termination Date.

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          (c) Termination by Employer Without Cause or by Executive for Good
     Reason. If Executive's employment hereunder is terminated by Employer
     without Cause or by Executive for Good Reason prior to the fifth
     anniversary of the Effective Date:

               (i) Employer shall pay to Executive, as soon as practicable after
          the Termination Date, but in no event more than fifteen (15) days
          after such Termination Date, any Base Salary and Bonus earned but
          unpaid through the Termination Date.

               (ii) Employer shall pay to Executive, as soon as practicable
          after the Termination Date, but in no event more than fifteen (15)
          days after such Termination Date, in a lump sum, an amount equal to
          Two Hundred Twenty percent (220%) of Executive's Base Salary then in
          effect, provided that such payment shall be made only if Executive is
          in compliance with his obligations under Section 8 hereof.

               (iii) Employer shall pay to Executive, as soon as practicable
          after the Termination Date, but in no event more than fifteen (15)
          days after such Termination Date, in a lump sum, any accrued but
          unused or unpaid vacation.

               (iv) Employer shall continue to provide to Executive the major
          medical coverage set forth in Section 4(b) on substantially the same
          terms as set forth therein until the earlier of (A) the expiration of
          one year following the Termination Date and (B) the date Executive has
          commenced new employment and has thereby become eligible for
          comparable benefits.

               (v) If requested by Executive, Employer shall provide Executive
          with a reasonably appropriate office and secretarial support and
          assistance, at no cost to Executive, for a period of up to six (6)
          months following the Termination Date.

     Notwithstanding the terms and provisions of this Agreement to the contrary,
in the event Carl Hirsch and Steven Dinetz elect to waive all or a portion of
their respective severance benefits as a result of a change of control of
Employer, a sale of all or substantially all of the assets of Employer or a
merger, sale, consolidation or other transaction in which Employer is not the
surviving entity, Executive agrees to waive his severance benefits under this
Section 7(c), in the same proportion as are being waived by Carl Hirsch and
Steven Dinetz.

          (d) No Duty to Mitigate. Executive shall not be obligated to seek
     other employment or take any other action to mitigate the amounts payable
     to Executive under this Agreement.

          (e) Payments and Benefits Constitute Exclusive Remedy. Executive
     agrees that if his employment is terminated prior to the fifth anniversary
     of the Effective Date under

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     circumstances entitling him to payment of any amounts and/or provision of
     any benefits under this Section 7, his sole right and remedy against
     Employer in connection with his employment, this Agreement, and the
     termination of his employment shall be to collect those amounts and/or
     receive those benefits, all as otherwise limited by the other provisions of
     this Section 7.

     8. Confidentiality, Nonsolicitation, Noncompetition, Inventions. Executive
acknowledges that the business in which Employer engages is competitive and that
his employment with Employer will require that he have access to, and knowledge
of, confidential and proprietary information pertaining to Employer that is of
vital importance to the success of Employer's business; that the direct or
indirect disclosure of any such confidential information to existing or
potential competitors of Employer would place it at a competitive disadvantage
and would do material damage, financial and otherwise, to its business; and that
by virtue of Executive's experience and expertise, some of his services to
Employer will be special and unique and that Employer and the Executive are
entering into this Agreement with the intention of preserving the goodwill of
the business of Employer. Executive further acknowledges that the duties of
Executive to be performed hereunder shall be performed across the United States,
and not limited to a specific geographic area therein.

          (a) Confidentiality. Executive shall not, at any time during the
     Employment Period and for a period of five (5) years thereafter, except in
     connection with the performance of services hereunder or in furtherance of
     the business of Employer or the Company, communicate, divulge, or disclose
     to any other person not a director, officer, or employee, or not engaged to
     render services to or for, Employer, the Company or their Affiliates, or
     use for his own benefit or purposes any Confidential Information (as
     defined below) of or relating to Employer, the Company or their Affiliates
     that he has obtained from Employer, the Company or their Affiliates or any
     predecessor entity (whether obtained by Executive before, during, or after
     the term of his employment under this Agreement and including any such
     information developed by Executive while employed by Employer); except that
     this provision shall not preclude Executive from divulging, communicating
     or using any information made known generally to the public by Employer or
     by any party unrelated to Executive, or from making any disclosure required
     by applicable law, rules, regulations, or court or governmental or
     regulatory authority order or decree provided that, if practicable,
     Executive shall not make any such disclosure without first giving Employer
     notice of intention to make that disclosure and an opportunity to interpose
     an objection to the disclosure. All files, records, and documents
     pertaining to Employer's business shall belong to and remain the sole and
     exclusive property of Employer and if Employer requests the return of such
     information at any time during, upon or after termination of executive's
     employment, Executive shall immediately deliver the same to Employer.

     "Confidential Information" means information relating to the services or
     operations of the Employer, the Company or their Affiliates that is not
     generally known, is proprietary to

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     Employer, the Company or their Affiliates and is made known to Executive or
     learned or acquired by Executive while in the employ of Employer,
     including, without limitation, (i) information relating to research,
     development, purchasing, accounting, marketing, merchandising, advertising,
     selling, leasing, finance and business methods and techniques and (ii)
     customer lists and other information relating to past, present or
     prospective customers.

          (b) Nonsolicitation. During the period commencing on the Effective
     Date and continuing thereafter through the second anniversary of the
     Termination Date, Executive shall not, except in connection with his duties
     hereunder or otherwise for the sole account and benefit of Employer,
     directly or indirectly, induce or solicit any employee of Employer, the
     Company or their Affiliates to leave their employ or approach any such
     employee for any of the foregoing purposes or authorize, solicit or assist
     in the taking of such actions by any third party.

          (c) Noncompetition.

               (i) During the Employment Period and for a period of two (2)
          years following the earlier of the fifth anniversary of the Effective
          Date or the Termination Date, Executive shall not, directly or
          indirectly, engage, participate, make any financial investment in, or
          become employed by or render advisory or other services to or for any
          Person or other business enterprise (other than any of the
          Investments, or the Company or its Affiliates, or any existing
          investments of Executive on the Effective Date disclosed to Employer
          and set forth on Exhibit D of the Company Agreement) (any of the
          foregoing activities being referred to herein as "Competitive
          Activities"). Executive also shall not provide management services to
          any Person engaged in Competitive Activities. The foregoing covenant
          respecting Competitive Activities shall not be construed to preclude
          Executive from making any investments (that are non-attributable
          interests under the rules, regulations or policies of the FCC) in the
          securities of any company, whether or not engaged in Competitive
          Activities with Employer, the Company or its Affiliates, to the extent
          such investments are actively traded on a national securities exchange
          and such investment does not exceed 1.0% of the issued and outstanding
          shares of such company or give Executive the right or power to control
          or participate directly in making the policy decisions of any such
          company.

               (ii) Notwithstanding the terms and provisions of this Agreement
          to the contrary, in the event that Executive's employment hereunder is
          terminated by Employer without Cause or by Executive for Good Reason,
          Executive may elect to no longer receive payments pursuant to Section
          7(c) hereof, in which case the provisions of this Section 8(c) shall
          no longer apply as of the date written notice

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          of such an election by Executive is deemed effective pursuant to the
          terms of Section 11 hereof.

          (d) Inventions. Executive will promptly disclose to Employer and
     furnish to Employer a complete record of every discovery, invention,
     improvement, innovation, design, or work (any "Intellectual Development")
     that Executive may make or create, whether individually or with others,
     while Executive is employed by Employer. Executive acknowledges and agrees
     that any and all such Intellectual Developments, whether or not disclosed
     to Employer, shall be the property of Employer. Upon request of Employer,
     whether made before or after the termination of the employment
     relationship, Executive will assign to Employer (or to a party designated
     by Employer) all rights throughout the world to any Intellectual
     Developments that relate to Employer's current or prospective business or
     that result from Executive's work with Employer. Executive will cooperate
     fully with Employer in securing rights with respect to all such
     Intellectual Developments, including executing any documentation reasonably
     proposed by Employer and testifying, under oath if requested, without
     expense to Executive, to secure Employer's rights to Intellectual
     Developments in any jurisdiction.

          (e) Acknowledgment. Executive hereby acknowledges that (i) the
     respective time periods and geographical areas provided above are necessary
     for the protection of the business and goodwill of Employer, (ii) should
     any particular provision of such covenant be deemed invalid or
     unenforceable, Employer will be entitled to enforce such provision for such
     a period of time and within such area as may be determined to be reasonable
     by a court of competent jurisdiction and (iii) this Section 8 shall
     continue beyond the termination of his relationship with Employer hereunder
     to the extent provided herein. Executive further acknowledges that the
     services to be rendered by Executive hereunder are extraordinary and unique
     and are vital to the success of Employer's business, and that the breach of
     any of the covenants undertaken hereunder would cause substantial damage to
     Employer, impossible of exact ascertainment.

          (f) Equitable Relief. The parties hereto, recognizing that irreparable
     injury will result to Employer, its business and property, in the event of
     a breach of the provisions of Section 8 of this Agreement by Executive, and
     that but for the agreements contained in this Section 8, Employer would not
     enter into this Agreement, hereby agree that in the event of any actual or
     threatened breach of the provisions of this Section 8 by Executive,
     Employer shall be entitled, in addition to any other remedies and damages
     available, to temporary relief without notice and to all injunctive relief
     without bond to restrain the violation thereof by Executive, Executive's
     partners, agents, servants, employers, business associates, Executives, and
     all persons acting for or with Executive. The prevailing party in such
     action shall be entitled to recover from the other party all costs
     associated therewith, including, without limitation, reasonable and
     necessary attorney's fees.

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     9. Waiver. No provision of this Agreement may be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in a
writing signed by Executive and Employer. No waiver by either party hereto at
any time of any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
time or at any prior or subsequent time.

     10. Entire Agreement. No agreement or representation, oral or otherwise,
express or implied, with respect to the subject matter hereof has been made by
either party which is not set forth expressly in this Agreement.

     11. Notices. Notices under this Agreement shall be in writing and will be
effective immediately upon delivery if delivered in person (or by facsimile with
confirmation of receipt) to Executive (in the case of notices to Executive) or
in person (or by facsimile with confirmation of receipt) to the individual
indicated below (in the case of notices to Employer) or three (3) days after
mailing if deposited in the United States mail, postage prepaid, and addressed:

if to Executive, to:           Steven Smith
                               6427 Acres Drive
                               Independence, OH 44131

and if to Employer, to:        NextMedia Group, Inc.
                               6312 South Fiddler's Green Circle
                               Suite 360-E
                               Englewood, CO 80111
                               Attention: Steven Dinetz and Carl Hirsch

Either party may change the address to which notice to that party may be mailed
by notifying the other party of the change in the manner contemplated in this
section.

     12. Severability. Any provision of this Agreement that is prohibited or
unenforceable shall be ineffective to the extent, but only to the extent, of
such prohibition or unenforceability without invalidating the remaining portions
hereof and such remaining portions of this Agreement shall continue to be in
full force and effect.

     13. Assignment. Neither Executive nor Employer may assign, transfer or
otherwise dispose of any of their rights hereunder without the prior written
consent of the other party, in its sole discretion. Any attempted assignment in
violation of the foregoing shall be void.

     14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument and a signature to any
one of such counterparts shall be deemed to be a signature to all such
counterparts.

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     15. Governing Law. The provisions of this Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware applicable to
contracts made in that state.

     16. Attorney's Fees and Expenses. If either of the parties institutes any
legal action to enforce its rights under, or to recover damages for material
breach of, this Agreement, the prevailing party shall be entitled to recover
from the other party any actual expenses for attorney's fees, costs, expenses
and disbursements incurred by the prevailing party.

     17. Executive Representations. Executive hereby represents and warrants to
Employer that (a) Executive's execution and delivery of this Agreement and his
performance of his duties and obligations hereunder will not conflict with, or
cause a default under, or give any party a right to damages under, or to
terminate, any other agreement to which Executive is a party or by which he is
bound and (b) there are no agreements or understandings that would make unlawful
Executive's execution or delivery of this Agreement or his employment hereunder.

     18. Disputes. Any dispute or controversy arising under, out of, in
connection with or in relation to this Agreement shall, at the election and upon
written demand of either Executive or Employer, be finally determined and
settled by arbitration in the city of Employer's headquarters in accordance with
the rules and procedures of the American Arbitration Association, and judgment
upon the award may be entered in any court having jurisdiction thereof. Employer
shall pay the costs and expenses of such arbitration and the fees of Executive's
counsel and experts unless the finder of fact determines that Employer is the
prevailing party in such arbitration.

     19. Miscellaneous. The provisions of this Agreement shall survive the
termination of Executive's employment with Employer. This Agreement supersedes
any prior written or oral agreements or understanding between the parties
relating to the subject matter hereof. The headings in this Agreement are
inserted for convenience of reference only and shall not be a part of or control
or affect the meaning of any provision hereof.

     20. Definitions. In addition to the defined terms set forth throughout this
Agreement, the following capitalized terms shall have the respective meanings
set forth below:

     "Affiliate" shall mean with respect to any Person:

          (a) Any Person directly or indirectly Controlling, Controlled by or
     under common Control with such Person ("Control Persons");

          (b) Individuals who are members of the family of any individual who is
     a Control Person;

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<PAGE>

          (c) Entities that are Controlled by such family members; and

          (d) Entities in which Control Persons have a material investment.

     "Chief Executive Officer" shall mean the chief executive officer of
Employer.

     "Company" shall mean NextMedia Investors LLC, a Delaware limited liability
company.

     "Company Agreement" shall mean the Limited Liability Company Agreement of
NextMedia Investors LLC, as the same may be amended, restated or otherwise
modified from time to time.

     "Continuing Director" shall mean the directors of Employer on the Effective
Date and each other director if, in each case, such other director's nomination
for election to the board of directors of Employer is recommended by a majority
of the then Continuing Directors or such other director receives the vote of the
TWP Members (as defined in the Company Agreement) and the Weston Presidio Member
(as defined in the Company Agreement) in his or her election by the stockholders
of Employer.

     "Control" (including the correlative terms "controlled by" and
"controlling" shall mean the possession, directly or indirectly, of the power to
direct, or to cause the direction of, the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.

     "FCC" shall mean the Federal Communications Commission, or any successor
agency.

     "Investments" shall have the meaning set forth in the Company Agreement.

     "Person" shall mean any natural person, corporation, business trust, joint
venture, association, company, partnership, limited liability company or
government, or any agency or political subdivision thereof.

                  [remainder of page intentionally left blank]

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                           [signature page to follow]

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

"EMPLOYER"                                                 "EXECUTIVE"

NEXTMEDIA GROUP, INC.
                                                           ---------------------
                                                           Steven Smith
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________

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