Asset Purchase Agreement



     THIS ASSET PURCHASE AGREEMENT (this "Agreement"), is made this _______ day

of February, 2000 by and between NextMedia Group, LLC, a Delaware limited

liability company ("Buyer") and Lake Broadcasting, Inc., ("Lake") and Red River

Radio, Inc., ("Red River") (each a "Seller" and collectively the "Sellers").



                             W I T N E S S E T H :



     WHEREAS, Sellers own certain assets used in connection with the operation

of Radio Stations KLAK-FM ("KLAK"), Durant, OK, and KMKT (FM) ("KMKT"), Bells,

TX, (collectively, the "Stations"); and



     WHEREAS, Lake and Robert Sullins have entered into a certain letter

agreement dated October 6, 1998 and amended and restated as of February __, 2000

(the "KMAD Option"), whereby Lake was granted the option to purchase the assets

of Station KMAD (FM), Whitesboro, Texas ("KMAD"); and



     WHEREAS, Sellers have disclosed to Buyer certain confidential information

concerning their business and the Stations by letter dated February 22, 2000

from William Harrison and James Stansell addressed to Buyer (the "Seller

Disclosure Letter"); and



     WHEREAS, Buyer has disclosed certain confidential information concerning

its business by letter dated February 22, 2000 from Matthew L. Leibowitz

addressed toSellers (the "Buyer Disclosure Letter"); and



     WHEREAS, Buyer desires to acquire from Sellers and Sellers desire to sell

to Buyer the KMAD Option and substantially all of the assets owned by Sellers,

used in or useful to the



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operation of the Stations; and



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants and agreements hereinafter set forth, the parties hereto, intending to

be legally bound hereby agree as follows:



                                   ARTICLE 1



                              PURCHASE OF ASSETS

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     1.1. Transfer of Assets.  On the terms and subject to the conditions hereof

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and subject to Section 1.2, on the Closing Date (as hereinafter defined),

Sellers shall assign, transfer, convey and deliver to Buyer and Buyer shall

acquire and assume from Sellers, all of the right, title and interest of Sellers

in and to all of the following assets, properties, interests and rights of

Sellers (collectively the "Station Assets") free and clear of all liens, claims,

or encumbrances other than Permitted Liens (as defined in Section 6.1.10):



          1.1.1  All of each Sellers' rights in and to the licenses, permits and

other authorizations issued to any Seller by any governmental authority,

including those issued by the Federal Communications Commission (the "FCC"),

used in connection with the operation of the Stations, along with renewals or

modifications of such items from the date hereof through the Closing Date,

including but not limited to those listed in Schedule 1.1.1 hereto (hereafter

referred to as the "Station Licenses");



          1.1.2  All equipment, office furniture and fixtures, office materials

and supplies, inventory, spare parts and all other tangible personal property of

every kind and description, and Sellers' rights therein, owned, leased or held

by any Seller and used in or useful to the operations of the Stations, including

but not limited to those items described or listed in Schedule 1.1.2 hereto,



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together with any replacements thereof, improvements or  additions thereto made

from the date hereof through the Closing Date, and less any retirements or

dispositions thereof made between the date hereof and the Closing Date in the

ordinary course of business of Sellers;



          1.1.3  All of each Sellers' rights in and under those contracts,

agreements, leases and legally binding contractual rights of any kind, written

or oral, relating to the operation of the Stations ("Contracts") that are listed

in Schedule 1.1.3 hereto and (i) those Contracts entered into by a Seller from

the date hereof through the Closing Date in the ordinary course of the Sellers'

business, subject to Section 1.2.4, and Section 8.1; (ii) all Contracts for the

sale of advertising time, subject to Section 8.1 hereto; and (iii) all Contracts

for consideration other than cash, such as merchandise, services or promotional

consideration ("Trade Agreements"), subject to Section 17.10 hereto.



          1.1.4  All of each Seller's rights in and to all processes, patents,

trade secrets, proprietary information, call letters, trademarks, trade names,

service marks, franchises, copyrights, Internet domain names, including

registrations and applications for registration of any of them, computer

software programs and programming material of whatever form or nature, jingles,

slogans, the Stations' logos and all other logos or licenses to use same and all

other intangible property rights of Sellers, which are used in connection with

the operation of the Stations, including but not limited to those listed in

Schedule 1.1.4 hereto (collectively, the "Intellectual Property") together with

any associated good will and any additions thereto between the date hereof and

the Closing Date;



          1.1.5  All of each Seller's rights in and to all the files, documents,

records, and books of account relating to the operation of the Stations or to

the Station Assets, including, without limitation, each Station's public files,

programming information and studies, technical information and engineering data,

news and advertising studies or consulting reports, marketing and demographic



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data, sales correspondence, lists of advertisers, promotional materials, credit

and sales reports and filings with the FCC,  originals of all written Contracts

to be assigned hereunder, logs, software programs and books and records relating

to employees, financial, accounting,  operation and technical matters; but

excluding records relating solely to any Excluded Asset (as hereinafter

defined);



          1.1.6  All of  each Seller's rights under manufacturers' and vendors'

warranties relating to items included in the Station Assets and all similar

rights against third parties relating to items included in the Station Assets;



          1.1.7  All real property owned by any Seller together with all

appurtenant easements thereunto and all structures, fixtures and improvements

located thereon used in connection with the Stations' operations as more fully

described in Schedule 1.1.7 hereto, together with any additions thereto from the

date hereof through the Closing Date (the "Owned Real Estate");



          1.1.8  All rights and interests of each Seller under any and all of

the leases of real property used in connection with the Stations' operations

(the "Leased Real Estate") (collectively with the Owned Real Estate, the "Real

Estate"), which Leased Real Estate is identified and described in Schedule

1.1.8;



          1.1.9  All such other assets, properties, interests and rights owned

by any Seller that are used in connection with the business and operation of the

Stations or that are located as of the Closing Date on the Real Estate, except

Excluded Assets; and



          1.1.10 All of any Seller's rights in and to all causes of action for

any past infringement of any of the Intellectual Property.



          1.1.11 All of Lake's rights under the KMAD Option.



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     1.2  Excluded Assets.  Notwithstanding anything to the contrary contained

          ---------------

herein, it is expressly understood and agreed that the Station Assets shall not

include the following assets or any right, title or interest therein (the

"Excluded Assets"):



          1.2.1  All cash, marketable securities, and cash equivalents of the

Sellers on hand and/or in banks;



          1.2.2  All accounts receivable or notes receivable of Sellers.



          1.2.3  All tangible and intangible personal property of any Seller

disposed of or consumed in the ordinary course of business of Sellers between

the date hereof and the Closing Date, as permitted hereunder;



          1.2.4  All Contracts that have terminated or expired on or prior to

the Closing Date in the ordinary course of business of Sellers;



          1.2.5  Each Seller's corporate seals, minute books, charter, limited

liability company, and/or partnership documents, corporate stock record books

and such other books and records as pertain to the organization, existence,

share capitalization or partnership interests of that Seller, and duplicate

copies of such financial records as are necessary to enable each Seller to file

its tax returns and reports as well as any other records or materials relating

to any Seller generally;



          1.2.6  Contracts of insurance and all insurance proceeds or claims

made by any Seller arising or related to the Station Assets prior to Closing

(except to the extent made after the date hereof with respect to Station

Assets);



          1.2.7  The Employee Benefit Plans (as defined hereinafter) and the

assets thereof;



          1.2.8  Any right to use the names "Lake Broadcasting" and "Red River

Radio" or any variation thereof;



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          1.2.9   All contracts entered into before this Agreement and not

listed in Schedule 1.1.3;



          1.2.10  Those specific assets identified on the Excluded Assets

Schedule attached to this Agreement as Schedule 1.2.10;



          1.2.11  Except as described in Section 1.1.10, all of any Seller's

rights in and to all causes of action; and



          1.2.12  All tax refunds relating to the operatons of the Stations by

any of the Sellers.



                                   ARTICLE 2



                           ASSUMPTION OF OBLIGATIONS

                           -------------------------



     2.1  Assumption of Obligations.  Subject to the provisions of this Section

          -------------------------

2.1 and Section 2.2,  on the Closing Date, Buyer shall assume the obligations of

each Seller arising or to be performed after the Closing Date under the

Contracts referred to in Section 1.1.3 hereto in effect on the Closing Date, and

all liabilities and obligations that arise from the ownership or operation of

the Station Assets, including the KMAD Option, after the Closing Date.  All of

the foregoing liabilities and obligations shall be referred to herein

collectively as the "Assumed Liabilities."



     2.2  Retained Liabilities.  Notwithstanding anything contained in this

          --------------------

Agreement to the contrary, Buyer does not assume or agree to pay, satisfy,

discharge or perform, and will not be deemed by virtue of the execution and

delivery of this Agreement or any document delivered at the execution of this

Agreement, or as a result of the consummation of the transactions contemplated

by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge

or perform, any liability or obligation of any Seller other than the Assumed

Liabilities, including any of the following liabilities or obligations of the

Sellers (the "Retained Liabilities"):



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          2.2.1  All obligations or liabilities of any Seller or any predecessor

or Affiliate of a Seller which relate to any of the Excluded Assets;



          2.2.2  Other than taxes expressly allocated pursuant to other

provisions of this Agreement, tax liabilities of any and all kinds (federal,

state, local, and foreign) of Sellers including, without limitation, any

liabilities for taxes on or measured by income, liabilities for withheld federal

and state income taxes and employee F.I.C.A. (Federal Insurance Contribution

Act) or employer F.I.C.A., and liabilities for income taxes arising as a result

of the transfer of the Station Assets or otherwise by virtue of the consummation

of the transactions contemplated hereby;



          2.2.3  All liabilities or obligations of any Seller owed to any of its

Affiliates (as hereinafter defined);



          2.2.4  All liabilities or obligations arising out of any breach by any

Seller or a predecessor or Affiliate of any Seller of any of the terms or

conditions of any provision of any Real Estate Lease or Contract;



          2.2.5  All liabilities and obligations of any Seller or a predecessor

or Affiliate of any Seller resulting from, caused by or arising out of, any

violation of law;



          2.2.6  Any claims, liabilities and obligations of any Seller as an

employer, including, without limitation, liabilities for wages, supplemental

unemployment benefits, vacation benefits, severance benefits, retirement

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