<PAGE>

                                                                   Exhibit 10.20

================================================================================

                            ASSET PURCHASE AGREEMENT

                          Dated as of January 31, 2001

                                      Among

                                CITYVISION, LLC,
                          CITYVISION MID-AMERICA, LLC,
                        CITYVISION CONNECTICUT, LLC, and
                    CITYVISION MASSACHUSETTS, LLC, as Sellers

                                       and

                        NEXTMEDIA OUTDOOR, INC., as Buyer

================================================================================
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Page

<S>           <C>                                                                  <C>
ARTICLE I     DEFINED TERMS.........................................................1

     1.1      Defined Terms.........................................................1

ARTICLE II    SALE AND PURCHASE OF ASSETS...........................................6

     2.1      Agreement to Sell and Purchase........................................6

     2.2      Excluded Assets.......................................................6

     2.3      Nonassignable Contracts...............................................7

     2.4      Liabilities...........................................................8

     2.5      Purchase Price........................................................9

     2.6      Adjustments and Prorations...........................................11

     2.7      Allocation...........................................................12

ARTICLE III   REPRESENTATIONS AND WARRANTIES OF SELLER.............................13

     3.1      Organization, Standing and Authority.................................13

     3.2      Authorization and Binding Obligation.................................13

     3.3      Absence of Conflicting Agreements....................................13

     3.4      Licenses.............................................................14

     3.5      Site Leases..........................................................14

     3.6      Title to and Condition of Personal Property..........................14

     3.7      Contracts............................................................15

     3.8      Consents.............................................................15

     3.9      Advertising Displays.................................................15

     3.10     Financial Statements.................................................15

     3.11     Reports..............................................................16

     3.12     Taxes................................................................16

     3.13     Claims; Legal Actions................................................16

     3.14     Compliance with Laws.................................................16

     3.15     Undisclosed Liabilities..............................................16

     3.16     Books and Records....................................................17

     3.17     Assets...............................................................17

     3.18     Environment, Health and Safety.......................................17
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                                         i
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                                TABLE OF CONTENTS
                                   (continued)

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<S>           <C>                                                                  <C>
     3.19     Brokerage............................................................17

     3.20     Affiliated Transactions..............................................17

     3.21     Affiliation with AA..................................................18

     3.22     No Real Property.....................................................18

     3.23     Absence of Certain Changes...........................................18

     3.24     No Third Party Options...............................................18

     3.25     Full Disclosure......................................................18

ARTICLE IV    REPRESENTATIONS AND WARRANTIES OF BUYER..............................18

     4.1      Organization, Standing and Authority.................................18

     4.2      Authorization and Binding Obligation.................................18

     4.3      Absence of Conflicting Agreements or Consents........................19

     4.4      Brokerage............................................................19

     4.5      Affiliation with AA..................................................19

ARTICLE V     COVENANTS............................................................19

     5.1      Conduct Prior to the Closing Date....................................19

     5.2      Access...............................................................20

     5.3      Satisfaction of Conditions; Closing..................................21

     5.4      Sale of Assets; Negotiations.........................................21

     5.5      Notification.........................................................21

     5.6      Response to Certain Actions..........................................22

     5.7      Further Assurances...................................................22

     5.8      Accounts Receivable..................................................22

     5.9      Taxes, Fees and Expenses.............................................22

     5.10     Bulk Sales Law.......................................................22

     5.11     Confidentiality......................................................22

     5.12     Noncompetition and Nonsolicitation...................................23

     5.13     Financial Information................................................24

ARTICLE VI    CLOSING; TERMINATION AND RISK OF LOSS................................24

     6.1      Closing..............................................................24

</TABLE>

                                       ii
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                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                  Page
<S>           <C>                                                                  <C>
     6.2      Termination Rights...................................................24

     6.3      Procedures and Effect of Termination.................................25

     6.4      Risk of Loss.........................................................25

     6.5      Resolution of Disagreements..........................................26

ARTICLE VII   CONDITIONS OF CLOSING BY BUYER.......................................26

     7.1      Representations, Warranties and Covenants............................26

     7.2      Compliance with Agreement............................................26

     7.3      Closing Certificates.................................................26

     7.4      Third Party Consents and Governmental Approvals......................26

     7.5      No Adverse Proceedings...............................................27

     7.6      Closing Documents....................................................27

     7.7      No Material Adverse Change...........................................27

     7.8      Title Commitment.....................................................27

ARTICLE VIII  CONDITIONS OF CLOSING BY SELLER.....................................27

     8.1      Representations, Warranties and Covenants............................27

     8.2      Compliance with Agreement............................................28

     8.3      Closing Certificates.................................................28

     8.4      No Adverse Proceedings...............................................28

     8.5      Closing Documents....................................................28

ARTICLE IX    CLOSING DELIVERIES...................................................28

     9.1      Deliveries by Seller.................................................28

     9.2      Deliveries by Buyer..................................................29

ARTICLE X     SURVIVAL AND INDEMNIFICATION.........................................30

     10.1     Survival of Representations, Warranties and Covenants................30

     10.2     Indemnification by Sellers...........................................30

     10.3     Indemnification by Buyer.............................................31

     10.4     Procedure for Indemnification........................................31

     10.5     Limitations on Indemnity; Offset; Interest...........................32

ARTICLE XI    MISCELLANEOUS........................................................33
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                                        iii
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                                   (continued)

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     <S>      <C>                                                                  <C>
     11.1     Notices..............................................................33

     11.2     Specific Performance.................................................34

     11.3     Benefit and Binding Effect...........................................34

     11.4     Headings.............................................................34

     11.5     Gender and Number....................................................34

     11.6     Counterparts.........................................................34

     11.7     Entire Agreement.....................................................35

     11.8     Amendment............................................................35

     11.9     Severability.........................................................35

     11.10    Governing Law; Consent to Jurisdiction and Venue.....................35
</TABLE>

                                       iv
<PAGE>

                                    EXHIBITS
                                    --------

Exhibit A - Form of Bill of Sale
Exhibit B - Form of Assignment and Assumption Agreement
Exhibit C - Form of Management Agreement

                                    SCHEDULES
                                    ---------

Schedule 1.1(a)   Advertising Contracts
Schedule 1.1(b)   Advertising Displays
Schedule 1.1(c)   Indianapolis Assets
Schedule 2.1(d)   Personal Property
Schedule 2.7      Allocation of Assets
Schedule 3.1      Foreign Qualifications
Schedule 3.4      Licenses
Schedule 3.5      Site Leases
Schedule 3.7      Contracts
Schedule 3.8      Consents
Schedule 3.10     Financial Statements
Schedule 3.12     Taxes
Schedule 3.13     Claims; Legal Actions
Schedule 3.15     Undisclosed Liabilities
Schedule 3.18     Environment, Health and Safety
Schedule 3.19     Seller Brokerage Commissions
Schedule 3.20     Affiliated Transactions
Schedule 3.22     Real Property
Schedule 3.23     Absence of Certain Changes
Schedule A        Cash Flow
Schedule B        Operating Costs
Schedule C        Eads Bridge Cash Flow
<PAGE>

                            ASSET PURCHASE AGREEMENT
                            ------------------------

          This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of January
31, 2001, is made and entered into by and among CITYVISION, LLC, a Delaware
limited liability company ("Cityvision"), CITYVISION MID-AMERICA, LLC, a
Delaware limited liability company, CITYVISION CONNECTICUT, LLC, a Connecticut
limited liability company, and CITYVISION MASSACHUSETTS, LLC, a Delaware limited
liability company (collectively, "Seller"), NEXTMEDIA OUTDOOR, INC., a Delaware
corporation (or its permitted assigns, including, without limitation,
subsidiaries or Affiliates of NextMedia Outdoor, Inc. or NextMedia Operating,
Inc., a Delaware corporation) (the "Buyer") and for purposes of Section 5.12
                                                                ------------
only, Triumph Holdings, LLC, a Delaware limited liability company ("Triumph"),
and Peter McClary.

                                P R E M I S E S:
                                ---------------

          WHEREAS, Seller owns and operates an outdoor advertising business
which develops billboard sites and sells advertising on billboards; and

          WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase
from Seller substantially all of the assets used or useful in the operation of
the Business (as defined herein) upon the terms and conditions hereinafter set
forth.

                              A G R E E M E N T S:
                              -------------------

          In consideration of the above premises and the covenants and
agreements contained herein, Buyer and Seller hereby agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS
                                  -------------

     1.1 Defined Terms. The following terms shall have the following meanings in
         -------------
this Agreement:

          "1999 Financials" shall have the meaning set forth in Section 3.10
           ---------------                                      ------------
hereof.

          "AA" shall have the meaning set forth in Section 2.5(d) hereof.
           --                                      --------------

          "Accounts Receivable" means any and all amounts or other obligations
           -------------------
owed to Seller by reason of a sale of a good or the provision of a service
(including the providing of outdoor advertising) in the ordinary course of
Seller's conduct of the Business prior to the Closing Date and for which such
goods have been sold or such services have been provided and for which Buyer has
no liability or obligation with respect thereto.

          "Advertising Contracts" shall mean all Contracts, including trade
           ---------------------
advertising contracts, whether written or oral, for advertising services to be
provided by Seller (including
<PAGE>

rental of space on Advertising Displays) in effect as of the date hereof and all
such other Contracts entered into after such date and in effect on the Closing
Date to which Seller is a party or which have been assumed by or assigned to
Seller. All Advertising Contracts in effect as of the date hereof are listed on
Schedule 1.1(a) hereto.
---------------

          "Advertising Displays" shall mean all illuminated and unilluminated
           --------------------
painted bulletins, poster panels, junior panels and other outdoor advertising
displays, including billboards and the existing structures used in the display
thereof (such as supporting structures, upright beams, brackets, lighting
equipment and other fixtures attached thereto), whether or not in the process of
construction or assembly, reflected on Seller's books and records as of the date
hereof as being owned, leased, used or operated by Seller and any others that
have been acquired, owned, leased, used or operated by Seller thereafter prior
to the Closing Date. All Advertising Displays as of the date hereof are
described on Schedule 1.1(b) hereto.
             ---------------

          "Affiliate" has the meaning given to such term in Rule 12b-2 of
           ---------
Regulation 12B under the Securities Exchange Act of 1934, as amended.

          "Ancillary Agreements" shall have the meaning set forth in Section 3.2
           --------------------                                      -----------
hereof.

          "Assets" shall have the meaning set forth in Section 2.1 hereof.
           ------                                      -----------

          "Assumed Contracts" means all (i) Contracts relating to the operation
           -----------------
of the Business, including, without limitation, those described and set forth on
Schedule 3.7 hereto, the Advertising Contracts and the Site Leases and (ii) any
------------
Contracts relating to the operation of the Business entered into by Seller on or
after the date of this Agreement and before the Closing which Buyer has
specifically agreed to assume after Buyer has had a reasonable opportunity to
review such Contracts.

          "Assumed Liabilities" shall have the meaning set forth in
           -------------------
Section 2.4(a) hereof.
--------------

          "Basket Amount" shall have the meaning set forth in Section 10.5(a)
           -------------                                      ---------------
hereof.

          "Bulk Sales Law" shall have the meaning set forth in Section 5.10
           --------------                                      ------------
hereof.

          "Business" means Seller's operation of an outdoor advertising
           --------
business, which develops billboard sites and sells advertising on billboards in
the Markets.

          "Business Day" means any day other than a Saturday, a Sunday or a day
           ------------
on which banking institutions in New York, New York are not required to be open.

          "Cash Flow" shall have the meaning set forth in Section 2.5(c) hereof.
           ---------                                      --------------

          "Cause of Action" means a right to receive or recover property, debt
           ---------------
or damages on a cause of action, whether pending or not and whether arising in
contract, tort or otherwise. The term shall include, but not be limited to,
rights to judgments, settlements and proceeds from judgments or settlements.

                                       2
<PAGE>

          "Claimant" shall have the meaning set forth in Section 10.4(a) hereof.
           --------                                      ---------------

          "Closing" means the consummation of the transactions contemplated by
           -------
this Agreement in accordance with the provisions of Article VI hereof.
                                                    ----------

          "Closing Date" means the date of the Closing specified in Article VI
           ------------                                             ----------
hereof.

          "Closing Payment" shall have the meaning set forth in Section 2.5(a)
           ---------------                                      --------------
hereof.

          "Code" means the Internal Revenue Code of 1986, as amended to the date
           ----
hereof.

          "Consents" means the consents of third parties, including, without
           --------
limitation, applicable governmental authorities, necessary to transfer the
Assets to Buyer or otherwise to consummate the transactions contemplated hereby,
all of which Consents are set forth on Schedule 3.8 hereto.
                                       ------------

          "Contracts" means all contracts, leases, licenses, commitments and
           ---------
agreements (including any amendments and other modifications thereto) to which
Seller is a party and which relate to the Assets or to the Business or the
operations thereof.

          "Earn-Out" shall have the meaning set forth in Section 2.5(b) hereof.
           --------                                      --------------

          "Earn-Out Period" shall mean the eighteen (18) month period
           ---------------
immediately following the Closing Date.

          "Environmental Claims" refers to any complaint, summons, citation,
           --------------------
notice, directive, order, claim, litigation, investigation, judicial or
administrative proceeding, judgment, letter or other communication from any
governmental agency, department, bureau, office or other authority, or any third
party involving violations of Environmental Laws with respect to the ownership
of the Assets or the operation of the Business.

          "Environmental Laws" include the Comprehensive Environmental Response,
           ------------------
Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended; the Resource
Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended; the Clean Air
Act, 42 U.S.C. 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. 1251 et
seq., as amended; the Occupational Safety and Health Act, 29 U.S.C. 655 et seq.,
and any other federal, state, local or municipal laws, statutes, regulations,
rules or ordinances imposing liability or establishing standards of conduct for
protection of the environment, including, without limitation, the protection of
surface water, groundwater, drinking water, air, wildlife, plants or other
natural resources, or the health and safety of Persons or property, including,
without limitation, protection of the health and safety of employees.

          "Excluded Assets" shall have the meaning set forth in Section 2.2
           ---------------                                      -----------
hereof.

          "Excluded Liabilities" shall have the meaning set forth in Section
           --------------------                                      -------
2.4(b) hereof.
------

                                       3
<PAGE>

          "Final Resolution" shall have the meaning set forth in Section
           ----------------                                      -------
10.5(c).
-------

          "Financial Statements" means the financial statements of Seller
           --------------------
relating to the Business, attached as Schedule 3.10 hereto.
                                      -------------

          "GAAP" means generally accepted accounting principles.
           ----

          "Hazardous Substances" means all substances, materials or waste that
           --------------------
are regulated by federal, state or local government under the Environmental Laws
as hazardous, toxic or pollutants or contaminants as well as any petroleum or
petroleum derived product.

          "Indemnifying Party" shall have the meaning set forth in Section
           ------------------                                      -------
10.4(a).
-------

          "Indianapolis Assets" means any assets of Seller relating to the
           -------------------
outdoor advertising business operated by Seller in and around the Indianapolis,
Indiana metropolitan area (including, without limitation, those sites set forth
on Schedule 1.1(c)).
   ---------------

          "Licenses" means all of the licenses, permits and other authorizations
           --------
issued by or pending with any federal, state or local governmental authorities
to Seller used or useful in connection with the operation of the Business,
including, without limitation, those listed on Schedule 3.4 hereto.
                                               ------------

          "Liens" means any claims, mortgages, pledges, liens, security or other
           -----
third party interests, conditional sales agreements, options, encumbrances,
debts or charges of any kind.

          "Losses" shall have the meaning set forth in Section 10.5(a) hereof.
           ------                                      ---------------

          "Management Agreement" means that certain Management Agreement among
           --------------------
Cityvision and Buyer to be executed as of the Closing Date, in substantially the
form of Exhibit C attached hereto.
        ---------

          "Markets" means each of the following markets in which Seller
           -------
currently conducts business: (i) Hartford, Connecticut, (ii) Westfield,
Massachusetts, (iii) Springfield, Massachusetts, and (iv) East St. Louis,
Illinois. Solely for the purpose of Section 5.12, the term Market shall also
                                    ------------
include St. Louis, Missouri.

          "NDA" shall have the meaning set forth in Section 11.7 hereof.
           ---                                      ------------

          "Net Income" shall have the meaning set forth in Section 2.5(c)
           ----------                                      --------------
hereof.

          "Net Revenue" shall mean gross revenue less advertising agency
           -----------
commissions, calculated in accordance with GAAP consistently applied.

          "Nonassignable Right" shall have the meaning set forth in Section
           -------------------                                      -------
2.3(a) hereof.
------

          "Noncompete Period" shall have the meaning set forth in Section
           -----------------                                      -------
5.12(b) hereof.
-------

                                       4
<PAGE>

          "Notice Period" shall have the meaning set forth in Section 5.12(b)
           -------------                                      ---------------
hereof.

          "Permitted Site" shall have the meaning set forth in Section 5.12(b)
           --------------                                      ---------------
hereof.

          "Permitted Site Notice" shall have the meaning set forth in Section
           ---------------------                                      -------
5.12(b) hereof.
-------

          "Permitted Site Price" shall have the meaning set forth in Section
           --------------------                                      -------
5.12(b) hereof.
-------

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

          "Personal Property" includes, without limitation, machinery,
           -----------------
equipment, computer programs, computer software, copyrights, patents,
trademarks, websites, URL addresses, tools, motor vehicles, furniture, leasehold
improvements, office equipment, supplies, plant, spare parts and all other
tangible or intangible personal property which is owned, used or leased by
Seller in the operation of the Business.

          "Purchase Price" means the consideration payable to Seller for the
           --------------
Assets as provided in Section 2.5 hereof.
                      -----------

          "Restricted Parties" shall have the meaning set forth in Section
           ------------------                                      -------
5.12(a) hereof.
-------

          "Restrictive Covenant" shall have the meaning set forth in Section
           --------------------                                      -------
5.12(a) hereof.
-------

          "Site Leases" shall mean all leases, licenses, easements, occupancy
           -----------
agreements and other grants of the right to use real property not owned in fee
by Seller for the use, operation, construction, or management of outdoor
Advertising Displays, and all extensions, modifications or renewals (whether or
not pursuant to different terms and conditions) thereof to which Seller was a
party or of which it had the benefit as of the date hereof or which have been
assumed by or assigned to Seller or entered into thereafter and are in effect as
of the Closing Date, including, without limitation, rights to locations on which
structures have not been built and which Buyer has specifically agreed to assume
after Buyer has had a reasonable opportunity to review such Site Leases. All
Site Leases as of the date hereof are listed on Schedule 3.5 hereto, which
                                                ------------
Schedule sets forth for each such Site Lease (a) the location of the property,
(b) the name of the lessor or grantor, (c) the annual base rent for such Site
Lease, if any, and (d) the expiration date, if any.

          "Taxes" means all federal, state, county, local, foreign and other
           -----
taxes of any kind whatsoever (including, without limitation, income, profits,
premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad
valorem, severance, capital levy, production, transfer, license, stamp,
environmental, withholding, employment, unemployment compensation, payroll
related and property taxes, import duties and other governmental charges and
assessments), whether or not measured in whole or in part by net income, and
including deficiencies, interest, additions to tax or interest, and penalties
with respect thereto, and including expenses associated with contesting any
proposed adjustment related to any of the foregoing.

                                       5
<PAGE>

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

          "Third Party Price" shall have the meaning set forth in Section
           -----------------                                      -------
5.12(b) hereof.
-------

                                   ARTICLE II

                           SALE AND PURCHASE OF ASSETS
                           ---------------------------

     2.1 Agreement to Sell and Purchase. Subject to the terms and conditions set
         ------------------------------
forth in this Agreement, Seller hereby agrees to sell, transfer and deliver to
Buyer on the Closing Date, and Buyer agrees to purchase from Seller on the
Closing Date, all of the rights, title and interest of Seller in and to the
assets listed below (the "Assets"), wherever located, free and clear of any
Liens (except as set forth in Section 3.6 herein), including, but not limited
                              -----------
to:

          (a) All of the Assumed Contracts;

          (b) All of Seller's right, title and interest in and to all Licenses;

          (c) All Advertising Displays;

          (d) All Personal Property specifically set forth on Schedule 2.1(d);
                                                              ---------------

          (e) All files, books and other records relating primarily to the
Business or operations thereof, including, without limitation, executed copies
of the Assumed Contracts or, if no executed agreement exists, summaries of the
Assumed Contracts, price lists, marketing information, sales records, customer
lists and files;

          (f) All of Seller's goodwill with respect to the Business and the
operations thereof;

          (g) All rights under or pursuant to all warranties, representations
and guarantees made by suppliers in connection with the Assets or services
furnished to Seller to the extent such warranties, representations and
guarantees are assignable; and

          (h) All such other assets, properties, interests and rights owned by
Seller that are used in connection with the Business or the operations thereof
or relate to the ownership of the Assets, except for any Excluded Assets (as
such term is defined in Section 2.2).
                        -----------

     2.2 Excluded Assets. The following assets of Seller shall not be acquired
         ---------------
by Buyer and shall be deemed excluded assets (collectively, the "Excluded
Assets"):

          (a) Accounts Receivable;

          (b) All cash on hand and in bank accounts and other cash items and
equivalents of Seller as of the Closing Date;

                                       6
<PAGE>

          (c) Seller's minute books and other books and records relating to
internal governance matters, and any books and records not related to the
Business and the operations thereof;

          (d) Seller's right, title and interest in and to the name "CityVision"
and any derivation thereof;

          (e) The Indianapolis Assets;

          (f) Any claims, rights or interest of Seller in or to any refunds of
federal, state or local franchise, income or other Taxes or fees of any nature
whatsoever which relate solely to the period prior to the Closing Date;

          (g) All Contracts other than Assumed Contracts and all assets or funds
held in trust, or otherwise, associated with or used in connection with Seller's
employee benefit plans, programs or arrangements;

          (h) All of Seller's rights in an to all Causes of Action relating to
the Business which existed on or prior to the Closing Date which relate entirely
to the period prior to the Closing Date; and

          (i) Any Personal Property not specifically set forth on Schedule
                                                                  --------
2.1(d).
------

     2.3 Nonassignable Contracts.
         -----------------------

          (a) Nonassignability. Without limiting or otherwise affecting the
              ----------------
rights of Buyer pursuant to Article X of this Agreement, to the extent that any
                            ---------
Assumed Contract is not capable of being assigned without the consent, approval
or waiver of a third Person (including, without limitation, a governmental
entity), or if such assignment or attempted assignment would constitute a breach
thereof or a violation of any law or regulation (each, a "Nonassignable Right"),
nothing in this Agreement will constitute an assignment or require the
assignment thereof, except to the extent provided in this Section 2.3.
                                                          -----------

          (b) Seller to Use Commercially Reasonable Efforts. Notwithstanding
              ---------------------------------------------
anything to the contrary contained herein, Seller shall not be obligated to
assign to Buyer any rights or obligations in, to or under any of the
Nonassignable Rights without first having obtained all consents, approvals and
waivers necessary for such assignment; provided, however, that Seller shall use
                                       --------  -------
its commercially reasonable efforts to obtain all such consents, approvals and
waivers prior to the Closing and, if the Closing occurs without certain consents
being obtained, Seller shall use its commercially reasonable efforts after the
Closing Date to obtain all such consents, approvals and waivers. Buyer
acknowledges and agrees that it shall cooperate with Seller in Seller's efforts
to obtain all required consents, approvals and waivers.

          (c) If Waivers or Consents Cannot Be Obtained. To the extent that any
              -----------------------------------------
consent, approval or waiver required for the assignment of any Nonassignable
Right cannot be obtained by Seller either prior to or after the Closing, then
Seller shall use it commercially

                                       7
<PAGE>

reasonable efforts to: (i) provide to Buyer the financial and business benefits
of such Nonassignable Right and (ii) enforce, at the request of Buyer, for the
account of Buyer, any rights of Seller arising from any such Nonassignable Right
(including, without limitation, the right to elect to terminate in accordance
with the terms thereof upon the advice of Buyer).

     2.4 Liabilities.
         -----------

          (a) Assumed Liabilities. Subject to the provisions of this Section
              -------------------                                    -------
2.4(b), at Closing, Buyer shall assume, discharge and perform the liabilities
------
and obligations of Seller arising or to be performed after the Closing Date
under the Assumed Contracts and Licenses in effect on the Closing Date and all
other liabilities and obligations that arise from the ownership or operation of
the Assets after the Closing Date. All of the foregoing liabilities and
obligations shall be referred to herein collectively as the "Assumed
Liabilities."

          (b) Excluded Liabilities. Notwithstanding anything contained in this
              --------------------
Agreement to the contrary, Buyer shall not assume or otherwise be liable in
respect of, or be deemed by virtue of the execution and delivery of this
Agreement, or as a result of the consummation of the transactions contemplated
by this Agreement, to have assumed or otherwise be liable in respect of, any
debt, claim, obligation, or other liability of Seller, or any of its Affiliates
other than the Assumed Liabilities, including, without limitation, any of the
following liabilities or obligations of Seller (collectively, the "Excluded
Liabilities").

               (i) all obligations or liabilities of Seller or any predecessor
     or Affiliate of Seller which in any way relate to, or arise out of, any of
     the Excluded Assets;

               (ii) any and all Tax liabilities of Seller;

               (iii) all liabilities or obligations of Seller owed to Affiliates
     of Seller;

               (iv) all liabilities or obligations of Seller for borrowed money
     or interest on such borrowed money;

               (v) all liabilities or obligations arising out of any breach by
     Seller or any predecessor or Affiliate of Seller of any of the terms or
     conditions of any provision of any Contract;

               (vi) all liabilities or obligations of Seller or any predecessor
     or Affiliate of Seller resulting from, caused by or arising out of, any
     violation of law;

               (vii) all claims, liabilities, or obligations of Seller as an
     employer, including, without limitation, liabilities for wages,
     supplemental unemployment benefits, vacation benefits, severance benefits,
     retirement benefits, Federal Consolidated Omnibus Budget Reconciliation Act
     of 1985 benefits, Federal Family and Medical Leave Act of 1993 benefits,
     Federal Workers Adjustment and Retraining Notification Act obligations and
     liabilities, or any other employee benefits, withholding Tax liabilities,
     workers' compensation, or unemployment compensation benefits or premiums,
     hospitalization or

                                       8
<PAGE>

     medical claims, occupational disease or disability claims, or other claims
     attributable in whole or in part to employment or termination by Seller or
     arising out of any labor matter involving Seller as an employer, and any
     claims, liabilities and obligations arising from or relating to any
     employee benefit plans;

               (viii) all claims, liabilities, losses, damages, or expenses
     relating to any litigation, proceeding, or investigation of any nature
     arising out of the Business or ownership of the Assets on or prior to the
     Closing Date including, without limitation, any claims against or any
     liabilities for injury to, or death of, Persons or damage to or destruction
     of property, any workers' compensation claims, and any warranty claims;

               (ix) except as may otherwise be provided herein, any accounts
     payable, other indebtedness, obligations or accrued liabilities of Seller;

               (x) any claims, liabilities, losses, damages, expenses or
     obligations resulting from the failure to comply with, or imposed pursuant
     to, any Environmental Law or resulting from the use, presence, generation,
     storage, treatment, transportation, handling, disposal, emission or release
     of Hazardous Substances, solid wastes, and gaseous matters by Seller or by
     any other Person related to, or affiliated with, Seller or the Assets to
     the extent related to, arising from or otherwise attributable to acts or
     omissions prior to, or conditions existing as of, the Closing Date,
     including, without limitation, any liability or obligation for cleaning up
     waste disposal sites from or related to acts or omissions on or prior to
     the Closing Date;

               (xi) all fees and expenses incurred by Seller in connection with
     negotiating, preparing, closing, and carrying out this Agreement and the
     transactions contemplated by this Agreement, including, without limitation,
     the fees and expenses of Seller's attorneys, accountants, consultants and
     brokers; and

               (xii) any contracts that Buyer is not specifically assuming.

Seller agrees that it shall pay promptly when due any and all Excluded
Liabilities not discharged by it at or prior to Closing. Buyer is not the
successor employer of Seller's employees for any purpose and is not required to
employ any of such employees and has no liability whatsoever with respect to any
employee of Seller.

     2.5 Purchase Price.
         --------------

          (a) The Purchase Price for the Assets is Three Million Five Hundred
Thousand Dollars ($3,500,000), which amount, plus any amount to be paid by Buyer
to Seller pursuant to Section 2.8 of this Agreement, shall be paid to Seller or
                      -----------
its designee at Closing by wire transfer to an account or accounts designated by
Seller (the "Closing Payment"). Buyer shall be notified in writing at least two
(2) Business Days prior to the Closing Date of the account(s) to which the
Closing Payment should be directed.

                                       9
<PAGE>

          (b) Regardless of whether the Management Agreement has been terminated
and subject to Section 13(b) of the Management Agreement, in addition to the
Closing Payment and in accordance with Section 2.5(d) hereof, Buyer shall pay to
                                       --------------
Seller the Earn-Out amount, if any (as defined below), by wire transfer to an
account designated by Seller at least two (2) Business Days prior to the date
such payment is due. For the purposes hereof, the "Earn-Out" shall mean an
amount equal to: (i) the sum of (x) Cash Flow (as defined in paragraph (c)
                         ---
below) attributable to the Assets and other assets of the Buyer purchased by
Buyer in accordance with the terms and conditions of the Management Agreement
located on any Identified Site or any New Site (as each term is defined in the
Management Agreement), plus (y) Cash Flow attributable to the Assets and other
                       ----
assets of the Buyer purchased by Buyer in accordance with the terms and
conditions of the Management Agreement located on any Identified Site or New
Site, which have been sold, assigned or transferred by Buyer after the Closing
Date to a third party at any time during the Earn-Out Period, (ii) multiplied by
                                                                   ----------
seven (7), minus (iii) the sum of (x) the Closing Payment, (y) Capital
           -----           ---
Expenditures (as defined in the Management Agreement) incurred by Buyer (or
committed by Buyer to the extent any Cash Flow has been generated with respect
thereto) in connection with the construction of any Advertising Displays during
the Earn-Out Period and (z) Overhead Costs and Development Costs (as such terms
are defined in the Management Agreement), (iv) plus the amount equal to the
                                               ----
excess of Period Cash Flow (as defined below) over $1,250,000. In the event that
any Assets sold, assigned or transferred to a third party by Buyer during the
Earn-Out Period are Advertising Displays which have not yet been constructed or
outdoor advertising sites which were constructed within 90 days of such sale,
assignment or transfer and have not had at least three (3) months of advertising
or are Identified Sites (as such term is defined in the Management Agreement)
and have not had at least three (3) months of advertising, Cash Flow will be
determined in accordance with Schedule A attached hereto for each such outdoor
                              ----------
advertising site. Notwithstanding the foregoing, with respect to any New Sites
(as such term is defined in the Management Agreement) that have not had at least
three (3) months of advertising, Cash Flow shall be determined in good faith by
Buyer and Seller as soon as reasonably practicable.

          (c) For the purposes hereof, "Cash Flow" shall mean, with respect to
Advertising Displays, Net Revenue less (A) an appropriate allowance for
uncollectible accounts determined in accordance with GAAP consistently applied
and (B) Operating Costs (as such term is defined on Schedule B attached hereto)
                                                    ----------
for the twelve (12) month period immediately preceding the expiration of the
Earn-Out Period. For Advertising Displays with at least three (3) months but
less than twelve (12) months of calculable Cash Flow, the amount of Cash Flow
shall be calculated on an annualized basis. Cash Flow shall be calculated with
respect to a specific Advertising Display commencing on the earlier to occur of
(i) the date on which the first advertisement is placed on an Advertising
Display or (ii) ninety (90) days following the completion of construction of
such Advertising Display. Notwithstanding anything herein to the contrary, in
connection with any calculation of Cash Flow pursuant to this Section 2.5(c),
                                                              --------------
Operating Costs less Site Lease costs for any given Advertising Display shall
not exceed 23% of Net Revenue relative to such Advertising Display. If (xx) the
two (2) Eads Bridge sites (described on Schedule 3.5 hereto) have not had at
                                        ------------
least three (3) calendar months of advertising and (yy) the Eads Bridge
construction was not completed with the bridge open to pedestrian and

                                       10
<PAGE>

vehicle traffic within fifteen (15) months of the Closing, then Cash Flow for
each Eads Bridge site shall be determined in accordance with Schedule C attached
                                                             ----------
hereto. Except with respect to the Eads Bridge sites and any sales of
Advertising Displays as provided in the last two sentences of Section 2.5(b), no
                                                              --------------
Cash Flow shall be attributed to any Advertising Displays with less than three
(3) months of calculable Cash Flow for purposes of determining the Earn-Out. For
the purposes hereof, the term "Period Cash Flow" shall mean Net Revenue less
Operating Costs (as defined on Schedule B attached hereto) calculated in
                               ----------
accordance with GAAP consistently applied for the eighteen month period ending
at 11:59 p.m. on the last day of the Earn-Out Period with respect to the
operation of the business by Cityvision under the terms and conditions of the
Management Agreement.

          (d) Within sixty (60) days after the expiration of the Earn-Out
Period, Buyer shall calculate the Earn-Out amount and shall promptly submit such
calculation to Seller. If Seller disagrees with such calculation, Seller shall
give prompt written notice thereof to Buyer, but in no event later than thirty
(30) days after receipt of such calculation, specifying in reasonable detail the
nature and extent of such disagreement. Thereafter, Buyer and Seller shall have
a period of ten (10) days in which to resolve such disagreement. If the parties
are unable to resolve such disagreement within such 10-day period, the matter
shall be submitted to Arthur Andersen LLP ("AA"), an independent certified
public accounting firm, which accounting firm shall be directed to submit a
final calculation of the Earn-Out amount within thirty (30) days. AA's
determination shall be final and binding on both Buyer and Seller. Each party
shall bear the fees and expenses of its own representatives, including its
independent accountants, if any, in connection with the determination of the
Earn-Out amount and shall share equally the fees and expenses of AA, if any.
Within ten (10) Business Days following a final determination hereunder of the
Earn-Out amount (either by agreement of the parties or pursuant to the dispute
resolution mechanism described above), Buyer will pay the Earn-Out amount
determined to be due and payable in accordance with this Section 2.5.
                                                         -----------

          (e) On the date that the final determination of the Earn-Out amount is
made pursuant to the provisions of Section 2.5(d), Buyer shall deliver to Seller
                                   --------------
a good faith estimate of the amount and aging of accounts receivable deemed
uncollectible as of such date. Seller shall, on Buyer's behalf, thereafter
continue to attempt to collect such deemed uncollectible accounts receivable for
the next sixty (60) days in accordance with the standard collection practices
and procedures of Buyer. At the end of such sixty-day period, to the extent that
any accounts receivable previously deemed to be uncollectible have been
collected, Buyer shall recalculate the Earn-Out amount that would have been
payable if such accounts receivable had previously been collected in accordance
with the provisions of Section 2.5(b). Such recalculated Earn-Out amount shall
                       --------------
be compared to the amount previously paid to Seller by Buyer in accordance with
the provisions of Section 2.5(d). Buyer shall, within ten (10) Business Days
                  --------------
following such recalculation, pay to Seller, the amount, if any, that such
recalculated Earn-Out Amount exceeds the Earn-Out Amount previously calculated
and paid to Seller in accordance with the provisions of Sections 2.5(b) and
                                                        ---------------
2.5(d).
------

     2.6 Adjustments and Prorations.
         --------------------------
                                      11
<PAGE>

          (a) All revenues arising from the operation of the Business, earned or
accrued until midnight on the day prior to the Closing Date, and all expenses,
costs or liabilities, arising therefrom incurred, accrued or payable up until
such time including, without limitation, business, license, utility charges,
real and personal property Taxes and assessments levied against the Assets,
property and equipment rentals, applicable copyright or other fees, sales and
service charges and Taxes (other than income Taxes, which shall be Seller's sole
responsibility for all Taxable periods ending prior to the Closing Date, and
those Taxes arising from the sale and transfer of the Assets, which, in the case
of transfer and other similar Taxes shall be paid as set forth in Section 5.9)
                                                                  -----------
shall be prorated between Buyer and Seller in accordance with the principle that
(i) Seller shall receive all revenues, refunds and deposits (to the extent such
refunds or deposits can be released or refunded) of Seller held by third
parties, and shall be responsible for all expenses, costs and liabilities
incurred, payable or allocable to the conduct of the Business for the period
prior to the Closing Date and (ii) Buyer shall receive all revenues earned or
accrued, and shall be responsible for all expenses, costs and liabilities
incurred, payable or allocable to the conduct of the Business for the period
commencing on and continuing after the Closing Date (provided that Buyer shall
have no responsibility for any wages, salaries, vacation, sick pay or other
similar expenses of any employee of Seller, it being understood that Buyer is
not the successor employer of any of Seller's employees).

          (b) Adjustments or prorations pursuant to this Section 2.6 will,
                                                         -----------
insofar as feasible, be determined and paid on the Closing Date based upon
Seller's calculation delivered to Buyer five (5) days prior to the Closing Date
and approved by Buyer, with final settlement and payment by the appropriate
party occurring as described below. In the event any adjustment must be made
post-Closing, the determination of the amount of adjustment under this Section
                                                                       -------
2.6 shall be made by Buyer in accordance with GAAP, consistently applied. Upon
---
such determination, within ninety (90) days after the Closing Date, Buyer shall
submit such determination to Seller for approval. If Seller disagrees with the
determination made by Buyer of the adjustment, Seller shall give prompt written
notice thereof, but in no event later than ten (10) days after receipt of such
determination, specifying in reasonable detail the nature and extent of such
disagreement and stating the amount of Seller's proposed final allocation and
proration, and Buyer and Seller shall have a period of ten (10) days in which to
resolve such disagreement. If the parties are unable to resolve such
disagreement within such 10-day period, the matter shall be submitted to AA, an
independent certified public accounting firm, which accounting firm shall be
directed to submit a final resolution within thirty (30) days. AA's
determination shall be binding on both 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 AA, if
any. Within ten (10) Business Days following a final determination hereunder of
the adjustments or prorations (either by agreement of the parties or pursuant to
the dispute mechanism described above), the party obligated to make payment will
pay the amounts determined to be due and owing in accordance with this Section
                                                                       -------
2.6.
---

     2.7 Allocation. Buyer and Seller shall attempt in good faith to negotiate
         ----------
an allocation of the Closing Payment to the Assets in a manner which complies
with Section 1060 of the Code prior to Closing. The parties acknowledge and
agree that if Buyer and Seller are unable to reach such agreement prior to
Closing, then, within sixty (60) days after Closing, Buyer and Seller shall

                                       12
<PAGE>

negotiate in good faith such allocation. In the event that Buyer and Seller
cannot agree on such allocation within such sixty-day period, the matter shall
be submitted to AA, an independent accounting firm, which accounting firm shall
be directed to submit a final allocation within thirty (30) days. AA's
determination shall be binding on both 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 AA, if
any. The allocation, whether agreed upon by both Buyer and Seller or submitted
by AA, shall be consistently reported by Buyer and Seller on Form 8594 in
compliance with Section 1060 of the Code.

     2.8 Pre-Built Advertising Displays.
         ------------------------------

          (a) At the Closing, Buyer shall pay to Seller an amount equal to
Seller's actual cost of constructing Advertising Displays with respect to the
following sites, which sites are intended to be used by Seller in connection
with its obligations under the Management Agreement: STL 1, STL 2 and STL 5
(each as more fully described on Schedule 3.5 hereto). Notwithstanding the
                                 ------------
foregoing, the maximum amount which Buyer shall pay to Seller pursuant to this
Section 2.8(a) shall be $200,000. Such payment shall be considered an advance of
--------------
Capital Expenditures and shall be deducted from the amount of the Capital
Expenditure Commitment (as such term is defined in the Management Agreement).

          (b) At the Closing, Buyer shall reimburse Seller for Seller's Overhead
Costs (as defined in the Management Agreement) incurred after December 1, 2000
in connection with the Management of the Business. Any such payment made by
Buyer at Closing shall be included as an "Overhead Cost" in the eventual
calculation of the Earn-Out amount.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER
                    ----------------------------------------

     Each Seller hereby jointly and severally represents and warrants to Buyer
as follows:

     3.1 Organization, Standing and Authority. Each Seller is a limited
         ------------------------------------
liability company duly organized and validly existing and in good standing under
the laws of the jurisdiction of its organization. Each Seller has all necessary
power and authority to own, lease and operate the Assets and to carry on the
Business as now being conducted and as proposed to be conducted and is duly
qualified to do business in each jurisdiction in which its operation of the
Assets or its ownership or leasing of property makes such qualification
necessary. Each of the foregoing states are listed on Schedule 3.1 hereto.
                                                      ------------

     3.2 Authorization and Binding Obligation. Each Seller has the requisite
         ------------------------------------
power and authority to execute, deliver, and perform this Agreement and all
other agreements to be executed and delivered by it hereunder or in connection
herewith (the "Ancillary Agreements"), and all necessary actions on the part of
each Seller have been duly and validly taken to authorize the execution,
delivery and performance of this Agreement and the Ancillary Agreements. This
Agreement has been duly executed and delivered by each Seller and constitutes
the legal, valid

                                       13
<PAGE>

and binding obligation of each Seller enforceable against each Seller, and each
of the Ancillary Agreements to be delivered by Seller, when executed and
delivered at Closing, will constitute a valid and binding obligation of each
Seller, in accordance with its terms, except as provided by bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting creditors' rights
generally and general equitable principles.

     3.3 Absence of Conflicting Agreements. Neither the execution, delivery or
         ---------------------------------
performance of this Agreement or the Ancillary Agreements when so executed (with
or without the giving of notice, the lapse of time, or both) nor the
consummation of the transactions contemplated hereby, (i) will conflict with any
provision of the Articles of Organization or Operating Agreement of any Seller;
(ii) will conflict with, will result in a breach of, or will constitute a
default under any applicable law, judgment, order, ordinance, decree, rule,
regulation or ruling of any court or governmental instrumentality, except for
those conflicts, breaches and defaults that, individually or in the aggregate,
could not reasonably be expected to have a material adverse effect on Seller's
ability to consummate the transactions contemplated by this Agreement; (iii)
will result in a breach of, will conflict with, will constitute a default under
or will permit any party to terminate, modify, accelerate the performance of or
cancel the terms of, any Assumed Contract or License to which any Seller is a
party or by which any Seller may be bound; or (iv) creates any Lien upon any of
the Assets.

     3.4 Licenses. Schedule 3.4 hereto contains a true, correct and complete
         --------  ------------
list of all of the Licenses used in the operation of the Business. The Licenses
comprise all of the licenses, permits and other authorizations necessary to
conduct the Business in the manner and to the full extent now being conducted by
Seller, and none of the Licenses is subject to any restriction or condition
which would limit the full operation of the Business as presently operated. The
Licenses, except as otherwise set forth on Schedule 3.4, are in full force and
                                           ------------
effect, and the conduct of the Business is in accordance therewith. Upon
consummation of the transactions contemplated hereby, the Licenses will be
transferred to Buyer such that Buyer may continue to operate the Business as
presently operated.

     3.5 Site Leases. Schedule 3.5 hereto contains a true, correct and complete
         -----------  ------------
list of the all Site Leases used in connection with, or necessary to conduct,
the Business as now conducted. Seller has good and marketable title to all of
the Site Leases relating to the ten (10) outdoor display easements located in
East St. Louis, Illinois, described on Schedule 3.5, and none of such Site
                                       ------------
Leases is subject to any Lien, except for (a) Liens which shall be discharged or
removed by Seller prior to or at Closing, (b) Liens for Taxes not yet due and
payable and (c) such imperfections of title and encumbrances, if any, which are
not, individually or in the aggregate, material in character, amount or extent,
and which do not materially detract from the value, or materially interfere with
the present use (or anticipated use for outdoor displays, except as disclosed on
Schedule 3.7), of the property subject thereto or affected thereby. Except as
------------
set forth on Schedule 3.5, each of the Site Leases is in full force and effect.
             ------------
All necessary Licenses with respect to the Site Leases have been obtained, have
been validly issued, are in full force and effect and upon consummation of the
transactions contemplated hereby, the Site Leases will be transferred to Buyer
such that Buyer may continue to operate the Business as presently operated.
Except as otherwise disclosed on Schedule 3.5, Seller is not, and to Seller's
                                 ------------
knowledge, no other

                                       14
<PAGE>

party is in material default under any Site Lease. Seller has the full legal
power and authority to assign its rights under each Site Lease listed in
Schedule 3.5 hereto to Buyer.
------------

     3.6 Title to and Condition of Personal Property. Schedule 2.1(d) hereto
         -------------------------------------------  ---------------
contains a true, correct and complete list of the items of Personal Property
which Buyer will acquire as of the Closing Date relating to the operation of the
Business. Seller has good and marketable title to all of the Personal Property
listed on Schedule 2.1(d) and none of such Personal Property is subject to any
          ---------------
Lien, except for (a) Liens which shall be discharged or removed by Seller prior
to or at Closing, (b) Liens for Taxes not yet due and payable and (c) such
imperfections of title and encumbrances, if any, which are not, individually or
in the aggregate, material in character, amount or extent, and which do not
detract from the value, or interfere with the present use, of the Personal
Property subject thereto or affected thereby. Seller is not, and to Seller's
knowledge no other party is, in material default under any of the leases,
licenses or other agreements relating to the Personal Property listed on
Schedule 2.1(d). Except as otherwise disclosed in Schedule 2.1(d) hereto, the
---------------                                   ---------------
Personal Property listed therein is in good operating condition and repair
(ordinary wear and tear excepted), and is available for immediate use in the
Business.

     3.7 Contracts. Schedule 3.7 hereto contains a true, correct and complete
         ---------  ------------
list of all the Assumed Contracts in effect on the date hereof relating to the
Business. On or prior to the date hereof, Seller has provided Buyer with true,
correct and complete copies of the Assumed Contracts set forth on Schedule 3.7.
                                                                  ------------
All of the Assumed Contracts are in full force and effect and are valid, binding
and enforceable against Seller in accordance with their terms. Except as
otherwise disclosed on Schedule 3.7, there is no default or breach by Seller, or
                       ------------
to Seller's knowledge, any other party to any Assumed Contract and there are no
negotiations pending or in progress to revise, modify, terminate or extend any
such Assumed Contracts. Except as set forth on Schedule 3.7, to the Seller's
                                               ------------
knowledge, there is no provision in any Assumed Contract which any party to such
Assumed Contract is unable to perform. The Assumed Contracts are the only
contractual agreements necessary to operate the Business as currently conducted
and as presently proposed to be conducted.

     3.8 Consents. Schedule 3.8 sets forth (a) those Assumed Contracts which
         --------  ------------
require consent for assignment to Buyer and (b) all of the other consents,
governmental or otherwise, required to consummate the transactions contemplated
hereby. Except for the Consents described in Schedule 3.8 hereto, no consent,
                                             ------------
authorization, approval, order, license, certificate or permit of or from, or
declaration or filing with, any federal, state, local or other governmental
authority or any court or other tribunal, and no consent or waiver of any party
to any Contract to which Seller is a party is required or declaration to or
filing with any governmental or regulatory authority, or any other third party
is required to: (i) execute this Agreement or any Ancillary Agreement, (ii)
consummate this Agreement of any Ancillary Agreement and the transactions
contemplated hereby or thereby, or (iii) permit Seller to assign or transfer the
Assets to Buyer.

     3.9 Advertising Displays. At Closing, Seller will own the Advertising
         --------------------
Displays, all of which are located within the Markets, free and clear of all
Liens. Each of the Advertising Displays is in material compliance with all
applicable federal, state and local laws, rules,

                                       15
<PAGE>

regulations, ordinances, codes and statutes. The location of each Advertising
Display is set forth on Schedule 1.1(b) attached hereto.
                        ---------------

     3.10 Financial Statements. Schedule 3.10 hereto contains true, correct and
          --------------------  -------------
complete copies of (a) the unaudited financial statements of Seller pertaining
to its business, which financial statements contain a balance sheet, statement
of operations and statement of changes in members' equity for fiscal year ended
December 31, 1999 (the "1999 Financials") and (b) the unaudited financial
statements of Seller pertaining to its business, which financial statements
contain a balance sheet, statement of operations, statement of changes in
members' equity and statement of cash flows for the nine months ended September
30, 2000 (such unaudited financial statements and the 1999 Financials are
collectively referred to herein as the "Financial Statements"). The Financial
Statements were prepared in accordance with GAAP, consistently applied. The
Financial Statements are true and correct in all material respects and present
fairly the operating income and financial condition of Seller and its business
as at their respective dates. Except as otherwise indicated in the Financial
Statements, the accounting practices used by Seller in preparing Seller's
internal financial statements for the Financial Statements were the same in each
of such Financial Statements and were consistently followed throughout the
periods reflected in each of such Financial Statements.

     3.11 Reports. All material returns, reports and statements which the
          -------
Business is required to file with any governmental agency have been filed, and
all reporting requirements of governmental authorities having jurisdiction over
the operation of the Business have been complied with.

     3.12 Taxes. Except to the extent set forth in Schedule 3.12, Seller has
          -----                                    -------------
filed or caused to be filed all federal, state, county, local or city Tax
Returns affecting the Business or the Assets which are required to be filed by
Seller, and all Tax assessments and other governmental charges which are due and
payable have been timely paid. To Seller's knowledge, there are no Tax liens
upon the Business or the Assets. All Tax reports filed by Seller fairly reflect
the Taxes of Seller for the periods covered thereby and the Seller has received
no notice of any Tax deficiency or delinquency. No Internal Revenue Service
audit of Seller is pending or, to the knowledge of Seller, threatened and the
results of any completed audits are properly reflected in the Financial
Statements. All monies required to be withheld by Seller from employees or
collected from customers for income taxes, social security and unemployment
insurance Taxes and sales, excise and use Taxes, and the portion of any such
Taxes to be paid by Seller to governmental agencies or set aside in accounts for
such purposes have been so paid or set aside, or such monies have been approved,
reserved against and entered upon the books of Seller and the Financial
Statements.

     3.13 Claims; Legal Actions. Except as set forth on Schedule 3.13, there are
          ---------------------                         -------------
no actions, suits, proceedings, orders or claims pending or threatened against
Seller, or pending or threatened by Seller against any third party, at law or in
equity, or before or by any governmental department, commission, board, bureau,
agency or instrumentality which relate to, or in any way affect, the Business or
the Assets (including, without limitation, any actions, suits, proceedings or
investigations with respect to the transactions contemplated by this Agreement
or any Ancillary

                                       16
<PAGE>

Agreement). Seller is not subject to any judgment, order or decree of any court
or other governmental agency, and Seller has received no written opinion or
memorandum from legal counsel to the effect that it is exposed, from a legal
standpoint, to any liability which may be material to the Business.

     3.14 Compliance with Laws. Seller has complied in all material respects
          --------------------
with (i) the Licenses and (ii) all applicable federal, state and local laws,
rules, regulations, ordinances, codes, statutes, judgments, orders and decrees
in connection with the operation of the Business. To Seller's knowledge, neither
the ownership or the use of the properties of Seller relating to the Business
nor the conduct of the Business conflicts with the rights of any other Person.

     3.15 Undisclosed Liabilities. With respect to the Business or the Assets,
          -----------------------
except as set forth in Schedule 3.15 hereto or otherwise disclosed in this
                       -------------
Agreement or any Schedule or Exhibit hereto, (a) Seller has no liability,
secured or unsecured (whether absolute, accrued, contingent or otherwise and
whether due or to become due) of a nature required by GAAP to be reflected in a
balance sheet or disclosed in the notes thereto except (i) as such liabilities
and obligations are reflected in Seller's Financial Statements, or (ii) for
liabilities and obligations incurred after the Balance Sheet Date, in the
ordinary course of business consistent with past practices (none of which is a
liability resulting from breach of contract, breach of warranty, tort,
infringement, claim or lawsuit), none of which individually or in the aggregate
are materially adverse to the Assets or operations of the Business and (b)
Seller has no contingent liabilities or other liabilities outside the ordinary
course of business not reflected in the Financial Statements.

     3.16 Books and Records. The books of account of the Business and other
          -----------------
records of the Seller relating to the Business are true, correct and complete in
all material respects. At the Closing, all such books and records shall be
located at the business office of Seller, except for the books and records which
relate solely and exclusively to the Excluded Assets.

     3.17 Assets. The Assets include all material assets used or useful in
          ------
connection with the Business as currently conducted and all material assets
which permit the operation of the Business as currently conducted. At Closing,
Seller will transfer good and valid title to the Assets (other than those which
are leased or licensed by Seller) free and clear of any Liens.

     3.18 Environment, Health and Safety. To Seller's knowledge, except as set
          ------------------------------
forth on Schedule 3.18:
         -------------

          (a) The Seller's operation of the Business is in compliance in all
material respects with Environmental Laws;

          (b) The Business has obtained, and is in material compliance with, all
necessary permits or authorizations that are required under Environmental Laws
to operate the Business;

                                       17
<PAGE>

          (c) No Environmental Claims have been asserted against Seller or, to
the knowledge of Seller, any predecessor in interest, nor does Seller have
knowledge or notice of any threatened or pending Environmental Claim against
Seller; and

          (d) Seller further represents that it has delivered to Buyer true,
correct and complete copies of all environmental reports, studies,
investigations or correspondence in Seller's possession, if any, regarding any
environmental conditions at any of the Site Lease locations.

     3.19 Brokerage. Except as set forth on Schedule 3.19, there are no claims
          ---------                         -------------
for brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated by this Agreement based on any arrangement or
agreement binding upon Seller. Seller shall pay, and shall hold Buyer harmless
against, any liability, loss or expense (including, without limitation,
reasonable attorneys' fees and out-of-pocket expenses) arising in connection
with any such claim.

     3.20 Affiliated Transactions. Except as set forth on Schedule 3.20 hereto,
          -----------------------                         -------------
no officer, director, employee, stockholder, member or Affiliate of Seller or
any individual related by blood, marriage, or adoption to any such individual or
any entity in which such Person owns any beneficial interest, is a party to any
agreement, contract, commitment, or transaction with Seller or has any interest
in any property used by Seller or the Assets.

     3.21 Affiliation with AA. Neither Seller nor any Affiliate of Seller
          -------------------
currently uses the services of AA or has used such services within the past two
years, or is currently affiliated in any way with AA.

     3.22 No Real Property. Except as set forth on Schedule 3.22, Seller does
          ----------------                         -------------
not own any real property which is used or useful in the operation of the
Business.

     3.23 Absence of Certain Changes. Since September 30, 2000, there has not
          --------------------------
been: (a) any material damage, destruction or loss of any kind with respect to
the Assets not covered by valid and collectible insurance, nor, to Seller's
knowledge and except as set forth on Schedule 3.23, has there been any event or
                                     -------------
circumstance which has had, or reasonably could be expected to have, a material
adverse effect on the Assets or operation of the Business; (b) any change by
Seller in its financial or Tax accounting principles or methods, except insofar
as required by GAAP or applicable law; (c) any sale or encumbrance of any Assets
of the Business except in the ordinary course of business (other than the
Indianapolis Assets); or (d) any adverse change in Seller's relationship with
its material lenders, suppliers, customers and Seller has no reason to believe
that such adverse change may be reasonably likely to occur.

     3.24 No Third Party Options. There are no existing agreements with, options
          ----------------------
or rights of, or commitments to any Person other than to Buyer to acquire any of
the Assets or any interest therein.

                                       18
<PAGE>

     3.25 Full Disclosure. No representation or warranty by Seller contained in
          ---------------
this Agreement (including the Schedules hereto), or in any certificate furnished
pursuant to this Agreement, contains or will contain any untrue statement of a
material fact, or omits or will omit to state any material fact necessary, in
light of the circumstances under which it was or will be made, in order to make
the statements herein or therein made not misleading.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER
                     ---------------------------------------

     Buyer represents and warrants to Seller as follows:

     4.1 Organization, Standing and Authority. Buyer is a corporation duly
         ------------------------------------
organized, validly existing, and in good standing under the laws of the State of
Delaware.

     4.2 Authorization and Binding Obligation. Buyer has the requisite power and
         ------------------------------------
authority to execute, deliver, and perform this Agreement and all Ancillary
Agreements and all necessary action on the part of Buyer has been duly and
validly taken to authorize the execution, delivery and performance of this
Agreement and the Ancillary Agreements. This Agreement has been duly executed
and delivered by Buyer and constitutes the legal, valid and binding obligation
of Buyer enforceable against Buyer, and each of the Ancillary Agreements to be
delivered by Buyer, when executed and delivered at Closing, will constitute a
valid and binding obligation of Buyer, in accordance with its terms, except as
provided by bankruptcy, insolvency, fraudulent conveyance or similar laws
affecting creditors' rights generally and general equitable principles.

     4.3 Absence of Conflicting Agreements or Consents. No consent,
         ---------------------------------------------
authorization, approval, order, license, certificate or permit of or from, or
declaration or filing with any federal, state, local or other governmental
authority or any court or other tribunal, and no consent or waiver of any party
to any contract to which Buyer is a party is required for the execution,
delivery or performance of this Agreement or any Ancillary Agreement. Neither
the execution, delivery or performance of this Agreement or any Ancillary
Agreement (with or without the giving of notice, the lapse of time, or both) nor
the consummation of the transactions contemplated hereby or thereby: (i) will
conflict with the Certificate of Incorporation of Buyer; (ii) will conflict
with, result in a breach of, or constitute a default under any applicable law,
judgment, order, injunction, decree, rule, regulation or ruling of any court or
governmental instrumentality, except for such conflicts, breaches and defaults
that, individually or in the aggregate, could not reasonably be expected to have
a material adverse effect on Buyer's ability to consummate the transactions
contemplated by this Agreement; or (iii) will conflict with, result in a breach
of, constitute a default under, permit any party to terminate, modify,
accelerate the performance of or cancel the terms of, any agreement, lease,
instrument of indebtedness, license or other obligations to which Buyer is a
party, or by which Buyer may be bound, such that Buyer could not acquire or
operate the Assets and the Business.

     4.4 Brokerage. There are no claims for brokerage commissions, finders' fees
         ---------
or similar compensation in connection with the transactions contemplated by this
Agreement based

                                       19
<PAGE>

on any arrangement or agreement binding upon Buyer. Buyer shall pay, and hold
Seller harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys fees and out-of-pocket expenses) arising in
connection with any such claim.

     4.5 Affiliation with AA. Neither Buyer nor any Affiliate of Buyer currently
         -------------------
uses the services of AA or has used such services within the past two years, or
is currently affiliated in any way with AA.

                                    ARTICLE V

                                    COVENANTS
                                    ---------

     5.1 Conduct Prior to the Closing Date. Seller, from and after the date
         ---------------------------------
hereof through the Closing Date, shall:

          (a) use its commercially reasonable efforts to maintain its present
business organization, preserve its relationships with its customers and others
having business relationships with it and refrain from materially and adversely
changing any of its business policies;

          (b) maintain its books of account and records in the usual and
ordinary manner and in accordance with GAAP consistent with past practice
consistently applied except as otherwise provided herein;

          (c) operate in the usual and ordinary course of business in accordance
with past practices and conduct its business in all material respects in
compliance with the terms of the Licenses and in accordance with all applicable
laws, rules, and regulations;

          (d) maintain the Assets in substantially their current condition,
ordinary wear and tear excepted; (e) maintain insurance on the Assets in such
amounts and of such kinds comparable to that in effect on the date of this
Agreement;

          (f) not knowingly incur any debts, obligations or liabilities
(absolute, accrued, contingent, or otherwise) that include obligations (monetary
or otherwise) to be performed by Buyer after the Closing that exceeds $50,000
individually or $100,000 in the aggregate;

          (g) not lease, mortgage, pledge, or subject to a Lien any of the
Assets or sell or transfer any of the Assets without replacing such Assets with
an asset of substantially the same value and utility;

          (h) not: (i) modify or extend any Assumed Contracts (other than
automatic renewals that are effective without providing any notice) or (ii)
enter into any new Contract that would constitute an Assumed Contract, which
requires payments after the Closing in excess of

                                       20
<PAGE>

$50,000 individually or $100,000 in the aggregate, without the prior written
consent of Buyer, which consent shall not be unreasonably withheld or delayed;

          (i) not make (i) any change in the accounting principles, methods, or
practices followed by Seller or depreciation or amortization policies or rates,
or (ii) change any Tax election or settle any Tax audit or controversy relating
to the Assets;

          (j) not make any loans or make any dividends or distributions other
than with any Excluded Assets;

          (k) other than in the ordinary course of business, not cancel or
compromise any debt or claim, or waive or release any right, of material value
that will be assumed by or assigned to Buyer at the Closing;

          (l) not disclose to any person (other than Buyer and its
representatives) any confidential or proprietary information, except as may
otherwise be required by law; and

          (m) agree to do any of the foregoing.

     5.2 Access. From and after the date hereof through the Closing Date, Seller
         ------
shall, or shall cause the Company, to (a) give Buyer and Buyer's counsel,
accountants, engineers and other representatives, reasonable access during
normal business hours to all of the Company's employees and the Assets, in order
that Buyer may have full opportunity to make, at Buyer's expense, such review,
examination and investigation as Buyer desires of the affairs of the Company and
(b) furnish Buyer with information and copies of all documents and agreements
including, but not limited to, financial and operating data and other
information concerning the financial condition, results of operations and
business of the Company that Buyer may reasonably request. The rights of Buyer
under this Section 5.2 shall not be exercised in such a manner as to interfere
           -----------
unreasonably with the business or operations of the Company.

     5.3 Satisfaction of Conditions; Closing. From and after the date hereof
         -----------------------------------
through the Closing Date, each of Buyer and Seller shall use its commercially
reasonable efforts to conduct its business in such a manner that on the Closing
Date the representations and warranties of such party contained in this
Agreement shall be true and correct in all material respects as though such
representations and warranties were made on and as of such date. Furthermore,
Seller and Buyer shall cooperate with each other and shall use their respective
commercially reasonable efforts to satisfy promptly all conditions required
hereby to be satisfied by Buyer and Seller in order to consummate the
transactions contemplated by this Agreement.

     5.4 Sale of Assets; Negotiations. From and after the date hereof through
         ----------------------------
the Closing Date, Seller shall not, and Seller shall cause its respective
Affiliates, directors, officers, employees, agents, representatives, legal
counsel, and financial advisors not to: (a) solicit, initiate, accept, consider,
entertain or encourage the submission of proposals or offers from any Person
with respect to the acquisition contemplated by this Agreement or any similar
transaction wherein such Person would directly or indirectly acquire all or any
portion of the Assets or

                                       21
<PAGE>

ownership interests in Seller, or any merger, consolidation, or business
combination, directly or indirectly, with or for Seller or all or substantially
all of the Company, or (b) participate in any negotiations regarding, or, except
as required by legal process (including pursuant to discovery or agreements
existing on the date hereof), furnish to any Person (other than Buyer) to do or
seek any of the foregoing. Seller shall not enter into any agreement or
consummate any transactions that would interfere with the consummation of the
transactions contemplated by this Agreement. Seller shall promptly notify Buyer
in writing if it receives any written inquiry, proposal or offer described in
this Section 5.4 or any verbal inquiry, proposal or offer described in this
     -----------
Section 5.4 that is competitive with the terms of the transactions contemplated
-----------
by this Agreement and Seller shall inform such inquiring Person of the existence
of this Agreement and make such inquiring Person or entity aware of Seller's
obligations under this Section 5.4. The notification under this Section 5.4
                       -----------                              -----------
shall include the identity of the Person making such inquiry, offer, or other
proposal, the terms thereof, and any other information with respect thereto as
Buyer may reasonably request. Seller shall not provide any confidential
information concerning the Business or the Assets to any third party other than
in the ordinary course of the business and consistent with prior practice.
Seller has ceased and caused to be terminated any existing activities,
discussions or negotiations with any Person conducted heretofore with respect to
any of the foregoing.

     5.5 Notification. From and after the date hereof through the Closing Date,
         ------------
each party hereto shall promptly notify the other party hereto in writing of:
(a) the failure of such party or, to such party's knowledge, any employee or
agent of such party to comply with or satisfy in any material respect any
covenant, condition or agreement to be complied with hereunder, or (b) the
occurrence of any event that would entitle such party to terminate this
Agreement pursuant to Section 6.2.
                      -----------

     5.6 Response to Certain Actions. From and after the date hereof through the
         ---------------------------
Closing Date, each of Buyer and Seller agrees to cooperate and use its
commercially reasonable efforts to contest and resist any action, including
administrative or judicial action, and make reasonable attempts to have vacated,
lifted, reversed or overturned any decree, judgment, injunction or other order,
whether temporary, preliminary or permanent, that is in effect and that
restricts, prevents or prohibits the consummation of the transactions
contemplated by this Agreement.

     5.7 Further Assurances. At and after the Closing, Seller shall from time to
         ------------------
time, at the request of, and without further cost and expense to Buyer, take
such actions, and shall execute and deliver to Buyer such further deeds, bills
of sale or other transfer documents as may be reasonably requested by Buyer in
order to more effectively consummate the transactions contemplated hereby, and
Buyer shall from time to time, at the request of, and without further cost and
expense to, Seller, execute and deliver such other instruments and take such
other actions as may reasonably be requested in order to more effectively assume
the Assumed Liabilities.

     5.8 Accounts Receivable. All Accounts Receivable of Seller arising out of
         -------------------
the operations of the Business prior to the Closing Date and outstanding on the
Closing Date shall remain the property of Seller and shall be collected by
Seller. At Closing, Seller shall deliver a

                                       22
<PAGE>

true, correct and complete detailed statement of each Account Receivable as of
the Closing Date which Seller will collect, consistent with its customary
collection practices.

     5.9 Taxes, Fees and Expenses. All sales, use, transfer, and purchase Taxes
         ------------------------
and fees, if any, arising out of the transfer of the Assets pursuant to this
Agreement shall be paid by Seller. Buyer and Seller agree to cooperate with each
other and to file all necessary documentation (including but not limited to, all
Tax Returns) with respect to all such amounts in a timely manner. Except as
otherwise provided in this Agreement, each party shall pay its own costs and
expenses incurred in connection with the authorization, preparation, execution,
and performance of this Agreement, including, without limitation, all fees and
expenses of counsel, accountants, agents and other representatives.

     5.10 Bulk Sales Law. Buyer hereby waives compliance by Seller with the
          --------------
provisions of Article 6 of the Uniform Commercial Code - Bulk Transfers and the
Bulk Sales Act and any other applicable United States, state or provincial bulk
sales act or statute, if applicable ("Bulk Sales Law"), and Seller warrants and
agrees to pay and discharge when due all claims of creditors which could be
asserted against Buyer by reason of such noncompliance to the extent that such
liabilities arise before the Closing, and agrees to protect, defend, hold
harmless and indemnify Buyer from and against any and all such claims and
demands pursuant to the procedures set forth in Article X hereof which shall
                                                ---------
apply thereto in all respects in the event liability for noncompliance with the
Bulk Sales Law arises at any time following the Closing.

     5.11 Confidentiality. Except as necessary for the consummation of the
          ---------------
transactions contemplated hereby, each party hereto shall keep confidential any
information which is obtained from the other party in connection with the
transactions contemplated hereby, except to the extent that such materials or
information are or become readily available to the public, have been obtained
from independent sources, were known by either party on a non-confidential basis
prior to disclosure to such party or are required to be disclosed in public
filings or otherwise by applicable law.

     5.12 Noncompetition and Nonsolicitation.
          ----------------------------------

          (a) As additional consideration for Buyer's agreement to purchase the
Assets and to pay the Purchase Price to Seller, each of Seller, Triumph and
Peter McClary (each of such parties are hereinafter referred to collectively as
the "Restricted Parties") has agreed to the noncompetition provision set forth
in subparagraph (b) below (the "Restrictive Covenant"). Each of the Restricted
Parties hereby jointly and severally represents and acknowledges that (i) each
of Triumph and Mr. McClary is a member of Cityvision, having a substantial
equity interest therein, (ii) the Restrictive Covenant is being entered into in
connection with Seller's sale of the Assets and (iii) in the absence of the
Restricted Parties agreeing to be bound by the terms and conditions of the
Restrictive Covenant, the sale would not be consummated by Buyer.

          (b) During the term of the Management Agreement and for a period of 18
months thereafter (the "Noncompete Period"), each of the Restricted Parties will
not, within any of the Markets, directly or indirectly, carry on, engage in,
assist in or have any financial interest

                                       23
<PAGE>

in, or otherwise participate or be involved in any way in, as an owner, partner,
member, employee, agent, officer, board member, consultant, independent
contractor or shareholder, any outdoor advertising business that is competitive
with the Business (other than the Restricted Parties' permitted activities in
the Markets as set forth in the Management Agreement); provided, however, that
                                                       --------  -------
with respect to Mr. McClary only, the Restrictive Covenant shall become null and
void with respect to the Hartford, Connecticut, Springfield, Massachusetts and
Westfield, Massachusetts markets if the Earn-Out payable pursuant to Section 2.4
                                                                     -----------
shall be less than $4,000,000. In such case, Mr. McClary shall be entitled to
develop and operate Advertising Display sites in such markets (each a "Permitted
Site"); provided, however, that, in the event Mr. McClary, at any time during
        --------  -------
the Noncompete Period, wishes to sell his rights in and to any Permitted Site,
Mr. McClary shall first offer to Buyer in writing (the "Permitted Site Notice")
the right to purchase all of Mr. McClary's right, title and interest in and to
such Permitted Site at a purchase price equal to Net Revenue less Operating
Costs (determined relative to such Permitted Site) multiplied by seven (7) (the
"Permitted Site Price"). Buyer may exercise such right of first refusal by
delivering, within fifteen (15) days (the "Notice Period") of receipt of the
Permitted Site Notice, written notice to Mr. McClary of its election to purchase
all of Mr. McClary's right, title and interest in and to the Permitted Site. If,
at the expiration of the Notice Period, Buyer shall not have exercised such
right of first refusal, Buyer shall be deemed to have waived any and all of its
rights with respect to such Permitted Site and Mr. McClary shall be entitled to
sell his rights in and to such Permitted Site to any other party; provided,
                                                                  --------
however, that if the purchase price offered by such other party (the "Third
-------
Party Price") is less than the Permitted Site Price, Mr. McClary shall again
offer to Buyer the right to purchase his rights in and to the Permitted Site at
the Third Party Price in accordance with the aforementioned notice requirements.
Nothing herein shall prohibit any of the Restricted Parties from being a passive
owner of not more than five percent (5%) of the outstanding stock of any class
of securities of a corporation or other entity engaged in such business which is
publicly traded and in which he/it has no active participation.

          (c) If, at the time of enforcement of the Restrictive Covenant, a
court shall hold that the duration, scope, area or other restrictions stated
herein are unreasonable, each of the Restricted Parties agree that reasonable
maximum duration, scope, area or other restrictions may be substituted by such
court for the stated duration, scope, area or other restrictions and upon
substitution by such court, this Agreement shall be automatically modified
without further action by the parties hereto.

          (d) Each of the Restricted Parties hereby agrees that damages at law,
including, but not limited to, monetary damages, will be an insufficient remedy
to Buyer in the event that the Restrictive Covenant is violated and that, in
addition to any remedies or rights that may be available to Buyer, all of which
other remedies or rights shall be deemed to be cumulative, retained by Buyer and
not waived by the enforcement of any remedy available hereunder, including, but
not limited to, the right to sue for monetary damages, Buyer shall also be
entitled, upon application to a court of competent jurisdiction, to obtain
injunctive relief, including, but not limited to, a temporary restraining order
or temporary, preliminary or

                                       24
<PAGE>

permanent injunction, to enforce the Restrictive Covenant, all of which shall
constitute rights and remedies to which Buyer may be entitled.

          (e) During the Noncompete Period, each of the Restricted Parties will
not solicit for employment any employee of Buyer if such Person is then or was
at any time within the preceding three (3) months an employee of Buyer, its
subsidiaries or its Affiliates.

     5.13 Financial Information. Seller hereby covenants and agrees that, unless
          ---------------------
otherwise specifically provided in this Agreement, any financial information
required to be delivered pursuant to this Agreement and any calculations
required to be made pursuant to this Agreement shall be prepared or calculated
using GAAP consistently applied.

                                   ARTICLE VI

                      CLOSING; TERMINATION AND RISK OF LOSS
                      -------------------------------------

     6.1 Closing. The Closing shall take place at the offices of Buyer's
         -------
attorney at 10:00 a.m., central standard time, within five Business Days after
the conditions set forth in Articles VII and VIII hereof have been satisfied or
                            ------------     ----
waived by the party entitled to do so, or at such other place or time as shall
be mutually agreed upon by Buyer and Seller.

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

          (a) by the mutual consent of Buyer and Seller;

          (b) by written notice of: (i) Buyer to Seller if any Seller breaches
in any material respect any of its representations or warranties or defaults in
any material respect in the observance or in the due and timely performance of
any of its covenants or agreements herein contained and such breach or default
shall not be cured within thirty (30) days of the date of notice of breach or
default served by Buyer or (ii) Seller to the Buyer if Buyer breaches in any
material respect any of its representations or warranties or defaults in any
material respect in the observance or in the due and timely performance of any
of its covenants or agreements herein contained and such breach or default shall
not be cured within thirty (30) days of the notice of breach or default served
by Seller; but such notice and cure period shall not apply in the case of
Buyer's or Seller's failure to consummate the transactions in accordance with
the terms and times specified in Section 6.1 hereof;
                                 -----------

          (c) by Buyer or Seller by written notice to the other, if a court of
competent jurisdiction or other governmental entity shall have issued an order,
decree or ruling or taken any other action (which order, decree or ruling the
parties hereto shall use their commercially reasonable efforts to lift), in each
case permanently restraining, permanently enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, and such order, decree, ruling or
other action shall have become final and nonappealable;

                                       25
<PAGE>

          (d) by either party, in the event that the Closing does not occur at
or before 5:00 p.m. central standard time on March 30, 2001; and

          (e) by written notice of Buyer to Seller, in accordance with Section
                                                                       -------
6.3.
---

Notwithstanding the foregoing, no party hereto may effect a termination hereof
if such party is in material default or in breach of this Agreement.

     6.3 Procedures and Effect of Termination. In order to effect the
         ------------------------------------
termination of this Agreement pursuant to, and in accordance with, the terms and
conditions of any provision of Section 6.2, written notice of such termination
                               -----------
shall be given to the other party to this Agreement and this Agreement, assuming
the relevant provision of Section 6.2 has been satisfied, shall terminate and
                          -----------
the transactions contemplated hereby shall be abandoned, without further action
by either of the parties hereto. If this Agreement is terminated as provided
herein:

          (a) upon request therefor, each party shall redeliver all documents,
work papers and other materials of the other party hereto, and all copies of any
such materials, relating to the transactions contemplated hereby, whether
obtained before or after the execution hereof, to the party furnishing the same;
and

          (b) neither party hereto shall have any liability or further
obligation to the other party to this Agreement resulting from such termination
except: (i) that the provisions of Section 5.11 (Confidentiality), Section 5.9
                                   ------------                    -----------
(Expenses) and this Section 6.3 shall remain in full force and effect and the
                    -----------
parties shall have the obligations stated therein, and (ii) no party waives any
claim or right for damages against a breaching party to the extent that such
termination results from the breach by a party hereto of any of its
representations, warranties, covenants or agreements set forth herein.

     6.4 Risk of Loss. The risk of loss or damage to the Assets shall be upon
         ------------
Seller at all times prior to the Closing Date, unless such loss or damage was
caused by Buyer or by any employee of Buyer. Seller shall promptly notify Buyer
of any such loss or damage. If the lost or damaged Assets are capable of being
replaced or repaired for an aggregate amount less than $200,000, then Seller
shall, at its sole cost and expense, replace or repair such Assets prior to the
Closing Date or deliver to Buyer at the Closing an amount in cash equal to the
cost of replacement or repair of such Assets, as mutually agreed in good faith
by Buyer and Seller, unless such loss or damage was caused by Buyer or by any
employee of Buyer. Notwithstanding the foregoing, if the amount required to
replace or repair such Assets exceeds $200,000, Seller may elect not to replace
or repair such Assets, provided, however, that in such event Buyer, at its
                       --------  -------
option, may elect to terminate this Agreement without either party being subject
to a claim by the other for damages in connection with this Section 6.4, or
                                                            -----------
waive any default or breach with respect to the loss or damage and receive a
$200,000 reduction in the Closing Payment at Closing.

     6.5 Resolution of Disagreements. If Buyer and Seller are unable to agree
         ---------------------------
upon the extent of any loss or damage, the cost to repair, replace or restore
any lost or damaged property,

                                       26
<PAGE>

the adequacy of any repair, replacement, or restoration of any lost or damaged
property, or any other matter arising under Section 6.4, the disagreement shall
                                            -----------
be referred to an insurance company mutually acceptable to each of Buyer and
Seller, whose decision shall be final, binding upon and non-appealable by the
parties, and whose fees and expenses shall be paid one-half by Seller and
one-half by Buyer.

                                   ARTICLE VII

                         CONDITIONS OF CLOSING BY BUYER
                         ------------------------------

     The obligations of Buyer hereunder, including, without limitation, Buyer's
obligations to close the transactions contemplated herein, are, at its option,
subject to satisfaction, at or prior to the Closing Date, of all of the
following conditions, any of which may be waived by Buyer:

     7.1 Representations, Warranties and Covenants. All of the representations
         -----------------------------------------
and warranties of Seller made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and correct in all material
respects as of the date hereof and on and as of the Closing Date as if made on
and as of that date, except for those given as of a specified date which must
only be true and correct as of such specified date.

     7.2 Compliance with Agreement. 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.

     7.3 Closing Certificates. Buyer shall have received a certificate, dated as
         --------------------
of the Closing Date, from each Seller, executed by an executive officer of such
Seller certifying, in such detail as Buyer may reasonably request, that the
conditions set forth in Sections 7.1 and 7.2 hereto have been fulfilled.
                        ------------     ---

     7.4 Third Party Consents and Governmental Approvals. Seller shall have
         -----------------------------------------------
obtained all third party consents and governmental approvals, if any, required
for the transfer or continuance, as the case may be, of the Assumed Contracts
listed on Schedule 3.7 (and contracts of a similar nature that would have been
          ------------
included on Schedule 3.7 had they been in existence on the date of this
            ------------
Agreement), the Licenses and the Site Leases, each in a form which is
satisfactory to Buyer in its sole and absolute discretion and without additional
cost, expense or liability to Buyer.

     7.5 No Adverse Proceedings. 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.

     7.6 Closing Documents. Seller shall have delivered or caused to be
         -----------------
delivered to Buyer, on the Closing Date, the documents identified in Section
                                                                     -------
9.1.
---

                                       27
<PAGE>

     7.7 No Material Adverse Change. Since the date hereof through the Closing
         --------------------------
Date, there shall have been no material adverse change to the Assets, taken as a
whole, or the financial condition or operating results of the Business.

     7.8 Title Commitment. Buyer shall have received a binding commitment from
         ----------------
Commonwealth Title Insurance Company to issue a standard form ALTA title
insurance policy or policies in favor of Buyer and Buyer's mortgagee, if
applicable, on the ten (10) outdoor display easements located in East St. Louis,
Illinois, in an aggregate amount acceptable to Buyer in its sole discretion,
which policy when issued shall show that none of such easements is subject to
any Lien, except for (a) Liens for Taxes not yet due and payable and (b) such
imperfections of title and encumbrances, if any, which are not, individually or
in the aggregate, material in character, amount or extent, and which do not
materially detract from the value, or materially interfere with the present use
(or anticipated use for outdoor display, except as disclosed on Schedule 3.7),
                                                                ------------
of the property subject thereto or affected thereby, and which policy shall
include such endorsements as Buyer's mortgagee, if applicable, may require in
its discretion. Buyer shall have received an as-built survey of each outdoor
easement prepared by Koch Engineering and Consulting, Inc., dated within thirty
(30) days prior to Closing, prepared in accordance with the "Minimum Standard
Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and
adopted by the American Land Title Association and the American Congress on
Surveying and Mapping.

                                  ARTICLE VIII

                         CONDITIONS OF CLOSING BY SELLER
                         -------------------------------

     The obligations of Seller hereunder including, without limitation, Seller's
obligations to close the transactions contemplated herein are, at its option,
subject to the satisfaction, at or prior to the Closing Date, of all of the
following conditions, any of which may be waived by Seller:

     8.1 Representations, Warranties and Covenants. All of the representations
         -----------------------------------------
and warranties of Buyer made in this Agreement or in any Exhibit, Schedule or
document delivered pursuant hereto, shall be true and correct in all material
respects as of the date hereof and on and as of the Closing Date as if made on
and as of that date, except for those given as of a specified date which must
only be true and correct as of such specified date.

     8.2 Compliance with Agreement. 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.

     8.3 Closing Certificates. Seller shall have received a certificate, dated
         --------------------
as of the Closing Date, from Buyer, executed by an executive officer of Buyer
certifying, in such detail as Seller may reasonably request, that the conditions
set forth in Sections 8.1 and 8.2 hereto have been fulfilled.
             ------------     ---

                                       28
<PAGE>

     8.4 No Adverse Proceedings. 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.

     8.5 Closing Documents. Buyer shall have delivered or caused to be delivered
         -----------------
to Seller, on the Closing Date the documents identified in Section 9.2.
                                                           -----------

                                   ARTICLE IX

                               CLOSING DELIVERIES
                               ------------------

     9.1 Deliveries by Seller. Prior to, or on the Closing Date, as applicable,
         --------------------
Seller shall deliver or cause to be delivered to Buyer the following, in form
and substance reasonably satisfactory to Buyer and its counsel:

          (a) Bill of Sale. A duly executed Bill of Sale, substantially in the
              ------------
form of Exhibit A hereto, from Seller;
        ---------

          (b) Assignment Agreement. A duly executed Assignment and Assumption
              --------------------
Agreement with respect to the Assumed Contracts, substantially in the form of
Exhibit B hereto, from Seller;
---------

          (c) Consents. A copy of each required Consent listed on Schedule 3.8;
              --------                                            ------------

          (d) Manager's Certificate. A certificate of each Seller, dated as of
              ---------------------
the Closing Date, executed by the Managing Member of such Seller certifying that
the resolutions, as attached to such certificate, were duly adopted by such
Seller's managers and members, authorizing and approving the execution of this
Agreement and the Ancillary Agreements and the consummation of the transactions
contemplated hereby and thereby and that such resolutions remain in full force
and effect;

          (e) Officer's Certificate. A certificate, dated as of the Closing
              ---------------------
Date, executed on behalf of each Seller in the form described in Section 7.3;
                                                                 -----------

          (f) Licenses, Contracts, Business Records, Etc. To the extent they are
              ------------------------------------------
in possession of Seller, copies of all Licenses, Assumed Contracts, plans,
engineering records, and all files and records used by Seller in connection with
the ownership of the Assets or the operation of the Business, which copies shall
be available at the Closing or at the Seller's principal business office;

          (g) Good Standing. A certificate of Good Standing of each Seller
              -------------
issued by the Secretary of State of Delaware (or, with respect to CityVision
Connecticut, LLC, the Secretary of State of Connecticut), dated within five (5)
days of the Closing Date and brought down to the Closing Date by telegram of the
applicable Secretary of State;

                                       29
<PAGE>

          (h) Foreign Qualifications. Certificates showing that Seller is in
              ----------------------
good standing and is qualified to do business in each of the states listed on
Schedule 3.1;
------------

          (i) Management Agreement. Seller shall have executed and delivered the
              --------------------
Management Agreement, in the form of Exhibit C hereto;
                                     ---------

          (j) Pay-Off Letters. Pay-off Letters evidencing payment of Seller's
              ---------------
obligations with respect to any outstanding loan agreements and capital leases
which are secured by the Assets;

          (k) UCC-3 Termination Statements. UCC-3 Termination Statements
              ----------------------------
terminating or releasing any outstanding Liens against the Assets;

          (l) Consolidating Financial Statements. Consolidating Financial
              ----------------------------------
Statements, in form and substance reasonably satisfactory to Buyer, dated as of
the Closing Date, which eliminate the Indianapolis Assets; and

          (m) Other. Duly executed copies of all other deeds, endorsements,
              -----
assignments, consents and instruments as may be necessary to transfer the Assets
to Buyer.

     9.2 Deliveries by Buyer. Prior to, or on the Closing Date, as applicable,
         -------------------
Buyer shall deliver to Seller the following, in form and substance reasonably
satisfactory to Seller and its counsel:

          (a) Closing Payment. The Closing Payment as provided in Section 2.5(a)
              ---------------                                     --------------
hereof;

          (b) Assumption Agreement. A duly executed counterpart of the
              --------------------
Assignment and Assumption Agreement with respect to the Assumed Contracts,
substantially in the form of Exhibit B hereto, with Seller;
                             ---------

          (c) Management Agreement. Buyer shall have executed and delivered the
              --------------------
Management Agreement, in the form of Exhibit C hereto;
                                     ---------

          (d) Good Standing. A certificate of Good Standing of Buyer issued by
              -------------
the Secretary of State of Delaware, dated within five (5) days of the Closing
Date and brought down to the Closing Date by telegram of the Secretary of State
of Delaware; and

          (e) Officer's Certificate. A certificate, dated as of the Closing
              ---------------------
Date, executed on behalf of Buyer in the form described in Section 8.3.
                                                           -----------

                                    ARTICLE X

                          SURVIVAL AND INDEMNIFICATION
                          ----------------------------

     10.1 Survival of Representations, Warranties and Covenants.
          -----------------------------------------------------

                                       30
<PAGE>

          (a) Notwithstanding any examination made for or on behalf of any of
the parties hereto, the knowledge of any officer, director, employee or agent of
any of the parties hereto or any of their respective Affiliates, or the
acceptance of any certificate or opinion, all representations and warranties
contained in this Agreement shall be deemed continuing representations and
warranties and shall survive the Closing Date for a period of eighteen (18)
months, except for any breach of the representations and warranties contained in
Section 3.12 hereof (Taxes), which shall survive the Closing Date until the
------------
expiration of the applicable statute of limitations, the representations and
warranties contained in Section 3.17 hereof (Assets), which shall survive the
                        ------------
Closing Date indefinitely and the representations and warranties contained in
Section 3.18 hereof (Environmental), which shall survive the Closing Date for
------------
ten (10) years.

          (b) Unless a specified period is set forth in this Agreement (in which
event such period will control), the covenants in this Agreement will survive
the Closing and remain in effect indefinitely.

     10.2 Indemnification by Sellers. Subject to Section 10.5, Seller agrees to
          --------------------------             ------------
indemnify, defend and hold harmless Buyer and its Affiliates and their
respective directors, officers, partners, employees, agents and representatives
from and against:

          (a) Any and all losses, liabilities or damages resulting from any
untrue representation or breach of any warranty by Seller contained herein or in
any certificate, document or instrument delivered to Buyer hereunder;

          (b) Any and all losses, liabilities or damages resulting from the
nonfulfillment of any covenant or other agreement of the Seller contained herein
or in any certificate, document or instrument delivered to Buyer hereunder;

          (c) Any and all losses, liabilities or damages resulting from Seller's
ownership of the Assets or operation or control of the Business prior to the
Closing Date, including, without limitation, any and all liabilities arising
under the Licenses or the Assumed Contracts which relate to events occurring
prior to the Closing Date;

          (d) Any Excluded Liabilities;

          (e) The conduct of the Business and ownership of the Assets prior to
the Closing Date; and

          (f) Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs or expenses, including reasonable legal fees and
expenses, incident to any of the foregoing or in enforcing this indemnity.

     10.3 Indemnification by Buyer. Subject to Section 10.5, Buyer agrees to
          ------------------------             ------------
indemnify, defend and hold harmless Seller and its Affiliates and their
respective directors, officers, partners, employees, agents and representatives
from and against:

                                       31
<PAGE>

          (a) Any and all losses, liabilities or damages resulting from any
untrue representation or breach of warranty by Buyer contained herein or in any
certificate, document or instrument delivered to Seller hereunder;

          (b) Any and all losses, liabilities or damages resulting from the
nonfulfillment of any covenant or other agreement of Buyer contained herein or
in any certificate, document or instrument delivered to Seller hereunder;

          (c) Any and all losses, liabilities or damages resulting from Buyer's
ownership of the Assets or operation or control of the Business on and after the
Closing Date, including, without limitation, any and all liabilities arising
under the Assumed Contracts which relate to events occurring after the Closing
Date; or

          (d) Any and all actions, suits, proceedings, claims, demands,
assessments, judgments, costs or expenses, including reasonable legal fees and
expenses, incident to any of the foregoing or in enforcing this indemnity.

     10.4 Procedure for Indemnification. The procedure for indemnification shall
          -----------------------------
be as follows:

          (a) The party claiming indemnification (the "Claimant") shall give
reasonably prompt notice to the party from whom indemnification is claimed (the
"Indemnifying Party") of any claim, whether between the parties or brought by a
third party, specifying (i) the factual basis for such claim and (ii) the amount
of the claim. If the claim relates to an action, suit or proceeding filed by a
third party against Claimant, such notice shall be given by Claimant within ten
(10) Business Days after written notice of such action, suit or proceeding is
received by Claimant.

          (b) Following receipt of notice from the Claimant of a claim, the
Indemnifying Party shall have twenty (20) Business Days (or such shorter period
of time as may be required to respond to the subject litigation or proceeding)
to make such investigation of the claim as the Indemnifying Party deems
necessary or desirable. For the purposes of such investigation, the Claimant
agrees to make available to the Indemnifying Party or its authorized
representative(s) the information relied upon by the Claimant to substantiate
the claim. If the Claimant and the Indemnifying Party agree at or prior to the
expiration of said 20-day period (or any mutually agreed upon extension thereof)
to the validity and amount of such claim, the Indemnifying Party shall
immediately pay to the Claimant the full amount of the claim. If the Claimant
and the Indemnifying Party do not agree within said period (or any mutually
agreed upon extension thereof), the Claimant may seek appropriate legal remedy.

          (c) With respect to any claim by a third party as to which the
Claimant is entitled to indemnification hereunder, the Indemnifying Party shall
have the right at its own expense, to participate in or assume control of the
defense of such claim, and the Claimant shall cooperate fully with the
Indemnifying Party. If the Indemnifying Party elects to assume control of the
defense of any third-party claim, the Claimant shall have the right to
participate in the

                                       32
<PAGE>

defense of such claim and retain separate co-counsel at the Indemnifying Party's
expense; provided if requested to participate at Indemnifying Party's request or
if the Claimant reasonably believes (based upon an opinion of counsel) that a
conflict of interest exists between Claimant and the Indemnifying Party, then
the Claimant will be reimbursed for reasonable expenses of counsel. The
Indemnifying Party will select counsel reasonably satisfactory to the Claimant.
The Indemnifying Party will not consent to an entry of judgment or settlement
without release of liability and, with respect to nonmonetary terms, the
Claimant's consent (not to be unreasonably withheld or delayed).

          (d) If a claim, whether between the parties or by a third party,
requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible.

          (e) If the Indemnifying Party does not elect to assume control or
otherwise participate in the defense of any third party claim, it shall be bound
by the results obtained by the Claimant with respect to such claim.

     10.5 Limitations on Indemnity; Offset; Interest.
          ------------------------------------------

          (a) If Buyer is entitled to indemnification from Seller pursuant to
this Article X, Buyer shall not be entitled to make a claim for such
     ---------
indemnification unless and until the aggregate losses, liabilities or damages
("Losses") shall have exceeded $25,000 (the "Basket Amount"), at which time
Buyer shall be entitled to recover, dollar-for-dollar, all such Losses including
the Basket Amount up to an aggregate indemnification amount equal to the amount
of the Earn-Out due Seller, as provided in subsection (b) below.

          (b) If Buyer is entitled to indemnification from Seller pursuant to
this Article X, Buyer's sole and exclusive remedy against Seller for any claim
     ---------
for indemnification made by Buyer pursuant to this Article X shall be to set off
                                                   ---------
any such Losses against the Earn-Out due to Seller pursuant to Section 2.5
                                                               -----------
hereof; provided, however, that, notwithstanding anything to the contrary
        --------  -------
contained in Section 2.5(d) hereof, the Earn-Out amount, or any portion thereof,
             --------------
that is necessary in the reasonable judgment of Buyer, to satisfy any
unsatisfied written claims timely made by Buyer pursuant to this Article X
                                                                 ---------
concerning any indemnifiable Losses hereunder shall not be paid to Seller until
final resolution of such claims has been made in accordance with the provisions
of this Article X.
        ---------

          (c) In the event Buyer asserts a claim for indemnification under this
Article X prior to the final calculation of the Earn-Out amount in accordance
---------
with Section 2.5 hereof, Buyer shall, in addition to offsetting the amount of
     -----------
such claim against payment of the Earn-Out to Seller, offset an amount
representing accrued interest on the amount of such claim from (i) the date such
claim is accepted by Seller or (ii) judgment or other order is entered for Buyer
with respect to such claim, each in accordance with the provisions of Section
                                                                      -------
10.4 hereof ("Final Resolution"), through and including the date Buyer either
----
receives payment therefor or pays the Earn-Out amount to Seller (net of any
offset for such claim and interest thereon). Interest shall be computed from the
date of Final Resolution at the annualized rate of interest equal to the

                                       33
<PAGE>

"prime" or "reference" rate of interest as publicly announced by The Chase
Manhattan Bank and in effect on the date of Final Resolution, calculated on the
basis of the actual number of days elapsed over 365. In the event that no
Earn-Out amount, calculated pursuant to Section 2.5 hereof, is due and payable,
                                        -----------
then the provisions of this Section 10.5(c) shall be inapplicable.
                            ---------------

          (d) In calculating the amount of any Losses for which Buyer is
entitled to indemnification under this Article X, the amount of any insurance
                                       ---------
proceeds received by Buyer relating to or in connection with such Losses shall
reduce the amount of any such indemnification claim by Buyer.

                                   ARTICLE XI

                                  MISCELLANEOUS
                                  -------------

     11.1 Notices. All notices, demands, and requests required or permitted to
          -------
be given under the provisions of this Agreement shall be: (i) in writing, (ii)
delivered by personal delivery, or sent by commercial delivery service or
registered or certified mail, return receipt requested or sent by telecopy,
(iii) deemed to have been given on the date of personal delivery or the date set
forth in the records of the delivery service or on the return receipt or, in the
case of a telecopy, upon confirmation thereof and (iv) addressed as follows:

          If to any Seller:

               CityVision, LLC
               c/o Triumph Holdings, LLC
               500 Fifth Avenue, Suite 3030
               New York, NY 10110
               Attention:  James J. Sullivan
               Telecopy No.: (212) 704-2138

          With a copy to:

               John J. Crowe, Esq.
               Pryor Cashman Sherman & Flynn LLP
               410 Park Avenue, 10th Floor
               New York, NY  10022
               Telecopy No.: (212) 326-0806

          If to Buyer:

               NextMedia Outdoor, Inc.
               6312 South Fiddler's Green Circle, 360E
               Englewood, CO 80111
               Attention: Sean Stover
               Telecopy No.: (303) 694-4940

                                       34
<PAGE>

          With a copy to:

               Weil, Gotshal & Manges, LLP
               100 Crescent Court, Suite 1300
               Dallas, TX  75201-6950
               Attention: Glenn D. West
               Fax No.: (214) 746-7777

or to any such other or additional persons and addresses as the parties may from
time to time designate in a writing delivered in accordance with this Section
                                                                      -------
11.1.
----

     11.2 Specific Performance. In addition to any other remedies which Buyer
          --------------------
may have at law or in equity, Seller hereby acknowledges that the Assets are
unique, and that the harm to Buyer resulting from a breach by Seller of its
obligations to sell the Assets to Buyer cannot be adequately compensated by
damages. Accordingly, Seller agrees that, from the date hereof through the
Closing Date, Buyer shall have the right to have this Agreement specifically
performed by Seller and hereby agrees not to assert any objections to the
imposition of the equitable remedy of specific performance by any court of
competent jurisdiction.

     11.3 Benefit and Binding Effect. Neither party may assign this Agreement
          --------------------------
without the prior written consent of the other party hereto; provided, however,
                                                             --------  -------
that the Company may assign this Agreement (i) to any of its wholly-owned
subsidiaries or Affiliates or (ii) upon five days prior written notice to
Seller, in connection with (x) the sale of all or substantially all of the
assets relating to the operation of the Business, (y) any dissolution, merger,
consolidation or other reorganization of the Company or (z) the sale or transfer
of at least fifty percent (50%) of the capital stock of the Company if such
party expressly agrees in writing to be bound by the terms and conditions of
this Agreement, including without limitation, Section 2.5 hereof. This Agreement
                                              -----------
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

     11.4 Headings. The headings herein are included for ease of reference only
          --------
and shall not control or affect the meaning or construction of the provisions of
this Agreement.

     11.5 Gender and Number. Words used herein, regardless of the gender and
          -----------------
number specifically used, shall be deemed and construed to include any other
gender, masculine, feminine or neuter, and any other number, singular or plural,
as the context requires.

     11.6 Counterparts. This Agreement may be signed in any number of
          ------------
counterparts with the same effect as if the signature on each such counterpart
were upon the same instrument.

     11.7 Entire Agreement. Other than that certain Non-Disclosure Agreement
          ----------------
dated September 6, 2000 (the "NDA") entered into by certain of the parties
hereto and the matters agreed to therein, this Agreement, all schedules and
exhibits hereto and all documents, writings,

                                       35
<PAGE>

instruments and certificates delivered or to be delivered by the parties
pursuant hereto collectively represent the sole and entire understanding and
agreement between Buyer and Seller with respect to the subject matter hereof.
All schedules, and exhibits attached to this Agreement shall be deemed part of
this Agreement and incorporated herein, as if fully set forth herein. Except for
the NDA, this Agreement supersedes all prior negotiations and understandings
between Buyer and Seller whatsoever, and all letters of intent and other
writings relating to such negotiations and understandings.

     11.8 Amendment. This Agreement cannot be amended, supplemented or modified
          ---------
except by an agreement in writing which makes specific reference to this
Agreement or an agreement delivered pursuant hereto, as the case may be, and
which is signed by the party against which enforcement of any such amendment,
supplement or modification is sought.

     11.9 Severability. If in any jurisdiction any provision of this Agreement
          ------------
or its application to any party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective
only to the extent of the restriction, prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting the validity
or enforceability of such provision in any other jurisdiction or its application
to other parties or circumstances. In addition, if any one or more of the
provisions contained in this Agreement shall for any reason in any jurisdiction
be held excessively broad as to time, duration, geographical scope, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent compatible with the applicable law of such
jurisdiction as it shall then appear.

     11.10 Governing Law; Consent to Jurisdiction and Venue. This Agreement will
           ------------------------------------------------
be governed by, and construed and enforced in accordance with, the laws of the
State of New York, without regard to conflicts of law principles thereof. Each
of the parties hereto hereby (a) irrevocably and unconditionally submits to the
non-exclusive jurisdiction of any New York State or Federal court sitting in New
York County, New York in any action or proceeding arising out of or relating to
this Agreement, any other agreement or document delivered pursuant hereto or any
transaction contemplated hereby, (b) irrevocably waives, to the fullest extent
it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding, and (c) irrevocably and
unconditionally consents to the service of any and all process in any such
action or proceeding by the mailing of copies of such process by certified mail
to such party and its counsel at their respective addresses specified in Section
                                                                         -------
11.1 above.
----

            [The Remainder of this Page Is Intentionally Left Blank.]

                                       36
<PAGE>

          This Agreement has been executed by Buyer and Seller as of the date
first above written.

                                         NEXTMEDIA OUTDOOR, INC.


                                         By:____________________________________
                                            Sean R. Stover
                                            Vice President


                                         CITYVISION, LLC


                                         By:   Triumph Holdings, LLC,
                                               its Managing Member


                                         By:____________________________________
                                            Bruce A. Friedman,
                                            its Principal Manager


                                         CITYVISION MID-AMERICA, LLC


                                         By:   CityVision, LLC,
                                               its Managing Member


                                         By:   Triumph Holdings, LLC,
                                               its Managing Member


                                         By:
                                            ------------------------------------
                                            Bruce A. Friedman,
                                            its Principal Manager
<PAGE>

                                         CITYVISION CONNECTICUT, LLC


                                         By:   CityVision, LLC,
                                               its Managing Member


                                         By:   Triumph Holdings, LLC,
                                               its Managing Member


                                         By:
                                            ------------------------------------
                                            Bruce A. Friedman,
                                            its Principal Manager


                                         CITYVISION MASSACHUSETTS, LLC


                                         By:   CityVision, LLC,
                                               its Managing Member


                                         By:   Triumph Holdings, LLC,
                                               its Managing Member


                                         By:
                                            ------------------------------------
                                            Bruce A. Friedman,
                                            its Principal Manager
<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Agreement with
respect to Section 5.12 only.

                                         TRIUMPH HOLDINGS, LLC


                                         By:____________________________________
                                            Bruce A. Friedman,
                                            its Principal Manager


                                            ____________________________________
                                            Peter McClary