OBIE MEDIA CORPORATION
                          EMPLOYEE SHARE PURCHASE PLAN

                        ADOPTED BY THE BOARD OF DIRECTORS
                              ON FEBRUARY 25, 2000



                               ARTICLE I - PURPOSE

1.01.    Purpose

The Obie Media Corporation Employee Share Purchase Plan is intended to provide a
method  whereby   Employees  of  Obie  Media   Corporation  and  its  Subsidiary
Corporations (hereinafter referred to, unless the context otherwise requires, as
the "Company") will have an opportunity to acquire a proprietary interest in the
Company through the purchase of shares of the Common Stock of the Company. It is
the  intention  of the Company to have the Plan  qualify as an  "employee  stock
purchase  plan"  under  Section 423 of the  Internal  Revenue  Code of 1986,  as
amended (the  "Code").  The  provisions  of the Plan shall be construed so as to
extend and limit  participation in a manner  consistent with the requirements of
that Section of the Code.

                            ARTICLE II - DEFINITIONS

2.01.    Base Pay

"Base Pay" shall mean W-2 pay,  excluding  income arising from exercising  stock
options.

2.02.    Discount Percentage

"Discount  Percentage"  shall mean that percentage  (between 90 and 100%) of the
market value of the Company's  shares which the Plan  Administrator  establishes
for determining the purchase price for shares under the Plan.

2.03.    Employee

"Employee"  means any person  who is  customarily  employed  on a  full-time  or
part-time  basis by the Company and is regularly  scheduled to work more than 20
hours per week.

2.04.    Offering

"Offering"  means a quarterly  offering of the rights to purchase  shares of the
Company's Common Stock.













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2.05.    Offering Commencement Date

"Offering  Commencement  Date" means the first of any  January,  April,  July or
October, as the case may be, on which the particular Offering begins.

2.06.    Offering Termination Date

"Offering  Termination  Date"  means  the  March 31,  June 30,  September  30 or
December 31, as the case may be, on which the particular Offering terminates.

2.07.    Plan Administrator

"Plan  Administrator"  means the  person or  persons  appointed  by the Board of
Directors to Administer the Plan in accordance with Article XI.

2.08.    Subsidiary Corporation

"Subsidiary  Corporation" shall mean any present or future corporation which (i)
would be a  subsidiary  corporation  of Obie Media  Corporation  as that term is
defined in Section  424 of the Code and (ii) is  designated  as a  participating
employer in the Plan by the Plan Administrator.

                   ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.01.    Initial Eligibility

All Employees of the Company shall be eligible to participate in the Plan except
as follows:

         (a)      No  Employee  who  is  covered  by  a  collective   bargaining
                  agreement may participate  unless the terms of such collective
                  bargaining agreement provide for participation in this Plan.

         (b)      Employees  who  reside  outside  the United  States  shall not
                  participate  unless the Board of Directors of the Company,  by
                  duly  authorized  resolution,  authorizes  such  Employees  to
                  participate.

Any  Employee  who shall  have  completed  one year of  employment  and shall be
employed by the Company on the date his or her  participation  in the Plan is to
become  effective  shall be eligible to participate in offerings under the Plan,
which commence on or after such one-year period has concluded.



















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3.02.    Leave of Absence

For purposes of participation in the Plan, a person on leave of absence shall be
deemed to be an  Employee  for the first 90 days of such leave of  absence,  and
such  Employee's  employment  shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence,  unless such  Employee  shall
have returned to regular full-time or part-time  employment (as the case may be)
prior to the close of business on such 90th day.  Termination  by the Company of
any Employee's leave of absence, other than termination of such leave of absence
on return to full-time or part-time  employment,  shall  terminate an Employee's
employment  for all  purposes of the Plan and shall  terminate  such  Employee's
participation in the Plan and right to exercise any option.

3.03.    Restrictions on Participation

Notwithstanding any provisions of the Plan to the contrary, no Employee shall be
granted an option to participate in the Plan:

         (a)      if,  immediately  after the  grant,  such  Employee  would own
                  shares,  and/or hold  outstanding  options to purchase shares,
                  possessing  5% or more of the total  combined  voting power or
                  value of all classes of shares of the Company (for purposes of
                  this paragraph,  the rules of Section 424(d) of the Code shall
                  apply in determining share ownership of any Employee); or

         (b)      which  permits his or her rights to purchase  shares under all
                  employee  stock  purchase  plans of the Company to accrue at a
                  rate which exceeds  $25,000 in fair market value of the shares
                  (determined  at the time  such  option  is  granted)  for each
                  calendar year in which such option is outstanding.

3.04.    Commencement of Participation

An Employee may  participate  in the Plan by completing an  authorization  for a
payroll  deduction  on the form  provided  by the Company and filing it with the
Plan Administrator on or before the date set therefor by the Plan Administrator,
which date shall be prior to the Offering  Commencement  Date for the  Offering.
Payroll  deductions for an Employee  shall  commence on the applicable  Offering
Commencement  Date when his or her authorization for a payroll deduction becomes
effective  and shall end on the  Offering  Termination  Date of the  Offering to
which such  authorization is applicable unless sooner terminated by the Employee
as provided in Article VIII.


















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                      ARTICLE IV - OFFERINGS; TERM OF PLAN

4.01.    Quarterly Offerings

The Plan will be implemented by quarterly offerings of rights to purchase shares
of the Company's Common Stock beginning on the 1st day of January,  April,  July
and October in each of the years 2000,  2001, 2002, 2003 and 2004. Each Offering
shall  terminate  on the  last day of the  month  before  the  start of the next
following Offering.  The maximum number of shares issued in the respective years
shall be:

         For 2000:         25,000 shares.

         For 2001:         25,000 shares plus unissued shares from the prior
                           Offerings, whether offered or not.

         For 2002:         25,000 shares plus unissued shares from the prior
                           Offerings, whether offered or not.

         For 2003:         25,000 shares plus unissued shares from the prior
                           Offerings, whether offered or not.

         For               2004: Up to 25,000  shares plus unissued  shares from
                           the prior Offerings, whether offered or not.

4.02.    Term of Plan

Unless terminated earlier pursuant to Section 12.05, the Plan shall terminate on
January 1, 2005.

                         ARTICLE V - PAYROLL DEDUCTIONS

5.01.    Amount of Deduction

At the time an Employee files an authorization for payroll deduction,  he or she
shall  elect to have  deductions  made  from his or her Base Pay on each  payday
during the time he or she is participating  in an Offering.  The deduction shall
be either:

         (a)      a specified  dollar amount,  not to exceed ten percent of Base
                  Pay in  effect  at the  Offering  Commencement  Date  of  such
                  Offering; or

         (b)      a whole percentage  between one and ten percent of Base Pay in
                  effect at the Offering Commencement Date of such Offering.















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In the case of a part-time hourly  Employee,  such Employee's Base Pay during an
Offering shall be determined by multiplying  such Employee's  hourly rate of pay
in effect on the Offering Commencement Date by the number of regularly scheduled
hours of work for such Employee during such Offering.

5.02.    Employee's Account

All  payroll  deductions  made for an  Employee  shall be credited to his or her
account  under the Plan. An Employee may not take any separate cash payment into
such  account  except  when on leave of  absence  and then only as  provided  in
Section 5.04.

5.03.    Changes in Payroll Deductions

An Employee  may  discontinue  participation  in the Plan as provided in Article
VII, but no other change can be made during an Offering  and,  specifically,  an
Employee may not alter the amount of payroll deductions for that Offering.

5.04.    Leave of Absence

If a participating Employee goes on a leave of absence, such Employee shall have
the right to elect:  (a) to withdraw the balance in his or her account  pursuant
to Section 7.02 and  discontinue  contributions  to the Plan, or (b) continue to
participate in the Plan during such leave of absence,  authorizing deductions to
be made from  payments  by the  Company  to the  Employee  during  such leave of
absence  and  undertaking  to make cash  payments to the Plan at the end of each
payroll  period to the  extend  that  amounts  payable  by the  Company  to such
Employee are insufficient to meet his or her authorized Plan deductions.

                          ARTICLE VI - GRANTING OPTIONS

6.01.    Number of Option Shares

On the Offering  Commencement  Date of each Offering,  a participating  Employee
shall be deemed to have been  granted an option to purchase a maximum  number of
shares of the Company equal to an amount determined as follows:  an amount equal
to

         (a)      either (a) the aggregate  dollar amount of deductions which he
                  or she has elected to have withheld  during the  Offering;  or
                  (b) that percentage of the Employee's Base Pay which he or she
                  has elected to have withheld multiplied by the Employee's Base
                  Pay during the period of that Offering;

















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         (b)      divided by the amount which the Plan Administrator establishes
                  as the purchase price per share for the applicable Offering.

The Plan Administrator shall establish the purchase price as a percentage of the
market value of the  Company's  shares,  determined  as provided in Section 6.02
below.  An  Employee's  Base Pay  during  the  period  of an  Offering  shall be
determined  by  multiplying  the normal  weekly rate of pay (as in effect on the
last day prior to the Offering  Commencement Date of the particular Offering) by
13 or the hourly rate by 520;  provided that, in the case of a part-time  hourly
Employee,  the  Employee's  Base Pay during the period of an  Offering  shall be
determined by multiplying such Employee's hourly rate by the number of regularly
scheduled hours of work for such Employee during such Offering.

6.02.    Option Price

The option price of shares  purchased with payroll  deductions  made during each
Offering  shall be  determined  by applying a Discount  Percentage to the market
value  of the  shares.  The  Discount  Percentage  for  each  Offering  shall be
established by the Plan  Administrator  and announced to the Employees  prior to
the  commencement of the Offering Period.  The Discount  Percentage shall be not
less than 90% and may be any  percentage  between 100% and 90%, as determined by
the Plan Administrator. The option price of shares shall be the lower of:

         (a)      the Discount  Percentage times the closing price of a share on
                  the Offering  Commencement  Date or the nearest prior business
                  day on which trading occurred on the NASDAQ National Market or
                  other principal trading market; or

         (b)      the Discount  Percentage  for the  Offering  times the closing
                  price  of a  share  on the  Offering  Termination  Date or the
                  nearest prior  business day on which  trading  occurred on the
                  Nasdaq SmallCap Market.

If the  Common  Stock of the  Company is not  admitted  to trading on the Nasdaq
National  Market or other national  trading market on any of the aforesaid dates
for which closing prices of shares are to be determined, then reference shall be
made to the fair market value of the shares on that date,  as determined on such
basis  as  shall  be  established  or  specified  for the  purpose  by the  Plan
Administrator.

                        ARTICLE VII - EXERCISE OF OPTION

7.01.    Automatic Exercise

Unless an Employee gives written notice to the Company as hereinafter  provided,
his or her option for the purpose of purchasing  shares with payroll  deductions
made during any offering













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will be deemed to have been exercised  automatically on the Offering Termination
Date applicable to such offering,  for the purchase of the number of full shares
which the accumulated payroll deductions in his or her account at that time will
purchase  at the  applicable  option  price  (but not in excess of the number of
shares for which  options have been granted to the Employee  pursuant to Section
6.01), and any excess in his or her account at that time will be returned to the
participant.

7.02.    Withdrawal of Account

By written notice to the Plan  Administrator,  at any time prior to the Offering
Termination Date applicable to any Offering, a participant may elect to withdraw
all the accumulated payroll deductions in his or her account at such time.

7.03.    Fractional Shares

Fractional shares will not be issued under the Plan, and any accumulated payroll
deductions  which  would have been used to  purchase  fractional  shares will be
returned to any Employee  promptly  following  the  termination  of an Offering,
without interest.

7.04.    Transferability of Option

During an Employee's lifetime, options held by the Employee shall be exercisable
only by that Employee.

7.05.    Delivery of Shares

As promptly as practicable after the Offering Termination Date of each Offering,
the Company will deliver to each  participating  Employee,  as appropriate,  the
shares purchased upon exercise of the option.

                            ARTICLE VIII - WITHDRAWAL

8.01.    In General

As  indicated in Section  7.02,  an Employee  may  withdraw  payroll  deductions
credited  to his or her  account  under the Plan at any time by  giving  written
notice  to the Plan  Administrator.  All of the  Employee's  payroll  deductions
credited  to his or her  account  will be paid to the  Employee  promptly  after
receipt of the notice of withdrawal,  and no further payroll  deductions will be
made from such  Employee's  pay during such  Offering.  The Company  may, at its
option,  treat  any  attempt  to  borrow  by an  Employee  on  the  security  of
accumulated  payroll deductions as an election,  under Section 7.02, to withdraw
such deductions.















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8.02.    Effect on Subsequent Participation

An Employee's  withdrawal from any Offering will not have any effect upon his or
her eligibility to participate in any succeeding Offering or in any similar plan
which may hereafter be adopted by the Company.

8.03.    Termination of Employment

Upon  termination  of  the  Employee's  employment  for  any  reason,  including
retirement  (but  excluding  death  while  in  the  employ  of  the  Company  or
continuation  of a leave of absence  for a period  beyond 90 days),  the payroll
deductions credited to his or her account will be returned to the Employee,  or,
in the case of death subsequent to the termination of employment,  to the person
or persons entitled thereto under Section 12.01.

8.04.    Termination of Employment Due to Death

Upon termination of the Employee's  employment because of death, the beneficiary
(as defined in Section  12.01) shall have the right to elect,  by written notice
given to the Plan Administrator prior to the earlier of the Offering Termination
Date or the  expiration of a period of 60 days  commencing  with the date of the
death of the Employee, either:

         (a)      to  withdraw  all of the  payroll  deductions  credited to the
                  Employee's account under the Plan, or

         (b)      to exercise the Employee's option for the purchase of shares
                  on the Offering Termination Date next following the date of
                  the Employee's death for the purchase of the number of full
                  shares which the accumulated payroll deductions in the
                  Employee's account at the date of the Employee's death will
                  purchase at the applicable option price, and any excess in
                  such account will be returned to said beneficiary, without
                  interest.

In the event that no such written  notice of election  shall be duly received by
the Plan  Administrator,  the beneficiary shall  automatically be deemed to have
elected,  pursuant to paragraph (a) above,  to withdraw the amounts  credited to
the Employee's account.

8.05.    Leave of Absence

An Employee on leave of absence shall,  subject to the election made pursuant to
Section 5.04,  continue to  participate in the Plan so long as such person is on
continuous  leave of absence.  An Employee  who has been on leave of absence for
more than 90 days, and who therefore is not an














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Employee for the purpose of the Plan,  shall not be entitled to  participate  in
any  offering   commencing  after  the  90th  day  of  such  leave  of  absence.
Notwithstanding  any other  provisions  of the Plan,  if an Employee on leave of
absence returns to regular  full-time or part-time  employment with the Company,
such person may  participate  in the Plan at the  beginning of the next Offering
Period.

                               ARTICLE IX - SHARES

9.01.    Maximum Shares

The maximum  number of shares which shall be issued  under the Plan,  subject to
adjustment upon changes in  capitalization of the Company as provided in Section
12.04,  shall be 25,000  shares per year,  plus in each  Offering  all  unissued
shares  from prior  Offerings,  whether  offered or not,  not to exceed  100,000
shares for all  Offerings.  If the total number of shares for which  options are
exercised on any Offering Termination Date in accordance with Article VI exceeds
the maximum number of shares for the applicable Offering, the Company shall make
a pro rata allocation of the shares  available for delivery and  distribution in
as nearly a uniform manner as shall be practicable  and as it shall determine to
be equitable,  and the balance of payroll deductions  credited to the account of
each  Employee  under the Plan shall be returned to the  Employee as promptly as
possible.

9.02.    Employee's Interest in Option Shares

An  Employee  will have no interest  in shares  covered by an option  until such
option has been exercised.

9.03.    Registration of Shares

Shares to be  delivered  under the Plan  will be  registered  in the name of the
Employee,  or,  if the  Employee  so  directs  by  written  notice  to the  Plan
Administrator prior to the Offering  Termination Date applicable thereto, in the
names of the  Employee  and one such other  person as may be  designated  by the
Employee,  as joint  tenants with rights of  survivorship,  or as tenants by the
entireties, to the extent permitted by applicable law.

                       ARTICLE X - RESTRICTIONS ON SHARES


10.01.   Restrictions on Exercise

The Plan  Administrator  may, in its  discretion,  require as  conditions to the
exercise of any option,  that the shares of Common  Stock  reserved for issuance
upon the exercise of the option shall have














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been duly listed,  upon official  notice of issuance,  upon a stock  exchange or
other inter-dealer quotation system, and that either:

         (a)      a Registration  Statement under the Securities Act of 1933, as
                  amended, with respect to said shares shall be effective, or

         (b)      the Employee  shall have  represented at the time of purchase,
                  in form and substance  satisfactory to the Company, that it is
                  his or her intention to purchase the shares for investment and
                  not for resale or distribution.

                           ARTICLE XI - ADMINISTRATION

11.01.   Appointment of Plan Administrator

The Board of Directors  shall appoint a Plan  Administrator  to  administer  the
Plan.

11.02.   Authority of Plan Administrator

Subject to the express provisions of the Plan, the Plan Administrator shall have
plenary  authority  in its  discretion  to  interpret  and  construe any and all
provision of the Plan,  to adopt rules and  regulations  for  administering  the
Plan,  and to make all other  determinations  deemed  necessary or advisable for
administering the Plan. The Plan Administrator's  determination on the foregoing
matters shall be conclusive.

11.03.   Rules Governing the Administration of the Plan Administrator

If more than one person is appointed to serve as Plan  Administrator,  the Board
of Directors may from time to time appoint members of the Plan  Administrator in
substitution for, or in addition to, members  previously  appointed and may fill
vacancies, however caused, in the Plan Administrator. The Plan Administrator may
select one of its members as its Chairman and shall hold  meetings at such times
and  places as it shall  deem  advisable  and may hold  telephonic  meetings.  A
majority of its members shall  constitute a quorum.  All  determinations  of the
Plan  Administrator  shall  be made  by a  majority  of its  members.  The  Plan
Administrator may correct any defect or omission, or reconcile any inconsistency
in the Plan,  in the  manner  and to the  extent it shall  deem  desirable.  Any
decision  or  determination  reduced to writing  and signed by a majority of the
members of the Plan Administrator  shall be as fully effective as if it had been
made  by  a  majority  vote  at  a  meeting  duly  called  and  held.  The  Plan
Administrator  may appoint a secretary and shall make such rules and regulations
for the conduct of its business as it shall deem advisable.
















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                           ARTICLE XII - MISCELLANEOUS


12.01.   Designation of Beneficiary

An Employee may file a written  designation  of a beneficiary  who is to receive
any shares and/or cash.  Such  designation of beneficiary  may be changed by the
Employee at any time by written notice to the Plan Administrator. Upon the death
of an  Employee  and upon  receipt  by the  Company  of proof  of  identity  and
existence at the Employee's death of a beneficiary  validly designated under the
Plan, the Company shall deliver such shares and/or cash to such beneficiary.  In
the event of the  death of an  Employee,  and in the  absence  of a  beneficiary
validly  designated  under the Plan who is living at the time of such Employee's
death,  the Company  shall  deliver  such shares  and/or cash to the executor or
administrator  of  the  estate  of  the  Employee,  or if no  such  executor  or
administrator has been appointed (to the knowledge of the Company), the Company,
in its  discretion,  may deliver such shares and/or cash to the spouse or to any
one or  more  dependents  of the  Employee  as the  Company  may  designate.  No
beneficiary shall,  prior to the death of the Employee,  acquire any interest in
the shares of cash credited under the Plan.

12.02.   Transferability

Neither payroll deductions credited to an Employee's account nor any rights with
regard to the exercise of an option,  or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way other than by
will or the laws of descent and  distribution.  Any such  attempted  assignment,
transfer,  pledge or other disposition shall be without effect,  except that the
Company may treat such act as an election to withdraw  funds in accordance  with
Section 7.02.

12.03.   Use of Funds

All payroll  deductions  received or held by the Company  under this Plan may be
used by the  Company for any  corporate  purpose,  and the Company  shall not be
obligated to segregate such payroll deductions.

12.04.   Adjustment Upon Changes in Capitalization

         (a)      If, while any options are outstanding, the outstanding shares
                  of Common Stock of the Company have increased, decreased,
                  changed into or been exchanged for a different number or kind
                  of shares or securities of the Company through reorganization,
                  merger, recapitalization, reclassification, stock dividend,
                  stock split, reverse stock split or similar transaction,
                  appropriate and proportionate adjustments may be made by the
                  Plan Administrator in the number and/or kind of shares which
                  are subject to purchase under outstanding options and on the
                  option











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                  exercise  price  or  prices  applicable  to  such  outstanding
                  options.  In addition,  in any such event,  the number  and/or
                  kind of shares which may be offered in the Offerings described
                  in Article IV hereof shall also be proportionately adjusted.

         (b)      Upon the dissolution or liquidation of the Company, or upon a
                  reorganization, merger or consolidation of the Company with
                  one or more corporations as a result of which the Company is
                  not the surviving corporation, or upon a sale of substantially
                  all of the property or shares of the Company to another
                  corporation, the holder of each option then outstanding under
                  the Plan will thereafter be entitled to receive at the next
                  Offering Termination Date upon the exercise of such option for
                  each share as to which such option shall be exercised, as
                  nearly as reasonably may be determined, the cash, securities
                  and/or property which a holder of one share of the Common
                  Stock was entitled to receive upon and at the time of such
                  transaction. The Board of Directors shall take such steps in
                  connection with such transactions as the Board shall deem
                  necessary to assure that the provisions of this Section 12.04
                  shall thereafter be applicable, as nearly as reasonably may be
                  determined, in relation to the said cash, securities and/or
                  property as to which such holder of such option might
                  thereafter be entitled to receive.

12.05.   Amendment and Termination

The Board of Directors  shall have complete  power and authority to terminate or
amend the  Plan;  provided,  however,  that the Board of  Directors  shall  not,
without the approval of the  shareholders  of the  Corporation  (i) increase the
maximum number of shares which may be issued under any Offering (except pursuant
to Section 12.04);  or (ii) amend the  requirements as to the class of Employees
eligible to purchase  shares under the Plan.  No  termination,  modification  or
amendment  of the Plan may,  without the  consent of an Employee  then having an
option under the Plan to purchase  shares,  adversely  affect the rights of such
Employee under such option.

12.06.   Effective Date

The Plan shall become effective as of April 1, 2000,  subject to approval by the
holders of the majority of the Common Stock present and represented at a special
or annual meeting of the  shareholders  held on or before  December 31, 2000. IF
the Plan is not so approved, the Plan shall not become effective.

12.07.   No Employment Rights

The Plan does not,  directly or indirectly,  create any right for the benefit of
any Employee or class of  Employees  to purchase  any shares under the Plan,  or
create  in any  Employee  or  class of  Employees  any  right  with  respect  to
continuation of employment by the Company, and it shall










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not be deemed to interfere in any way with the Company's right to terminate,  or
otherwise modify, an Employee's employment at any time.

12.08.   Effect of Plan

The provisions of the Plan shall, in accordance with its terms, be binding upon,
and inure to the benefit of, all  successors of each Employee  participating  in
the  Plan,  including,  without  limitation,  such  Employee's  estate  and  the
executors,  administrators  or trustees  thereof,  heirs and  legatees,  and any
receiver, trustee in bankruptcy or representative or creditors of such Employee.

12.09.   Governing Law

The law of the State of Oregon  will  govern all  matters  relating to this Plan
except to the extent it is superseded by the laws of the United States.