OPTION AGREEMENT

THIS OPTION AGREEMENT (the "Agreement") is made as of the 3rd day of March, 2005 by and between Tri-State Media Corporation, a Utah corporation ("Tri-State"), AM Radio 1440, Inc., a Utah corporation ("Radio 1440") (Radio 1440 and Tri-State sometimes referred to herein as "Sellers"); Legacy Communications Corporation, a Nevada corporation ("Legacy") and Lakeshore Media, LLC, an Illinois limited liability company ("Lakeshore" or "Option Holder"). Tri-State, Radio 1440, and Lakeshore are at times collectively referred to herein as the "Parties."

W I T N E S S E T H

WHEREAS, Tri-State is licensee of, and owns certain assets (the "KITT Assets") used in conjunction with the ownership and operation of Radio Station KITT(FM), Soda Springs, Idaho, FCC Facility No. 17436 ("KITT") ; and

WHEREAS, Lakeshore wishes to secure from Tri-State the exclusive right and option to purchase the KITT Assets for One Million Dollars ($1,000,000.00) (the "KITT Option"); and

WHEREAS, Radio 1440, is the permittee of Station KPTO(AM), Pocatello, Idaho, FCC Facility No. 129638, a license application for which was filed on January 18, 2005 (File No. BL-20050118ALT) ("KPTO" and together with KITT, the "Stations"); and

WHEREAS, Legacy is the sole voting stockholder of each of the Sellers; and

WHEREAS, Legacy will not permit KITT to be sold without requiring also the purchase by Lakeshore of the assets owned and to be used in the operation of KPTO (the "KPTO Assets" and together with the KITT Assets, the "Assets") for the sum of Five Hundred Thousand, under the terms and conditions specified below; and

WHEREAS, Lakeshore therefore wishes also to secure from Radio 1440 the exclusive right and option to purchase the KPTO Assets for the sum of Five Hundred Thousand Dollars ($500,000.00) (the "KPTO Option" and together with the KITT Option, the "Options").

NOW, THEREFORE, for good and valuable consideration as specified herein, Seller does hereby grant and extend to Option Holder the KITT Option and the KPTO Option, and prior to exercise of the Options, agrees to explore possibilities for the modification of KITT and KPTO, subject to and upon the following terms and conditions:

SECTION 1. OPTION PROPERTY. The KPTO Assets and the KITT Assets shall include the property described below:

(a)

All of the licenses and other authorizations issued by the Federal Communication Commission (the "FCC") for the operation of KITT and KPTO (the "FCC Licenses");

(b)

All of the tangible personal property and all real property now existing or hereafter acquired and used in the operation of KITT and KPTO;

(c)

All of the intangible personal property now existing or hereafter acquired, excluding cash and accounts receivable of KITT and KPTO; and

(d)

The contracts, agreements, and other leases relating to the operation of KITT and KPTO that Option Holder agrees in writing to assume (collectively, the "Station Contracts").

Upon exercise of the KITT Option and the KPTO Option, the KITT Assets and KPTO Assets shall be transferred to Option Holder free and clear of all liens, claims and encumbrances. Except as described in this Section 1, Option Holder does not and upon the exercise of the Option shall not assume any other obligation or liability of either of the Sellers or the Stations.

SECTION 2. OPTION PRICE AND TERM. In consideration for payment of the Option Payment (as defined below), the Sellers hereby irrevocably grant to Option Holder the KITT Option and the KPTO Option, under the following terms and conditions:

2.1

Pursuant to the KITT Option, Option Holder shall have the option to purchase the KITT Assets for the sum of One Million Dollars ($1,000,000.00) (the "KITT Purchase Price"). Upon exercise of the KITT Option and following Closing (as defined herein) of the transaction and consummation of the transaction, Option Holder shall pay Tri-State the KITT Purchase Price in immediately available funds.

2.2

Pursuant to the KPTO Option, Option Holder shall have the Option to purchase the KPTO Assets for the sum of Five Hundred Thousand Dollars ($500,000.00) (the "KPTO Purchase Price"). The KPTO Purchase Price shall be paid as follows:

(a)

Upon execution of this Agreement, Option Holder shall pay Radio 1440 a down payment of Fifty Thousand Dollars ($50,000.00) (the "Initial Down Payment");

(b)

No later than the close of business on March 8, 2005, Option Holder shall pay an additional down payment of Fifty Thousand Dollars ($50,000) (the "First Additional Down Payment");

(c)

No later than the close of business on March 30, 2005, Option Holder shall pay an additional down payment of Two Hundred Thousand Dollars ($200,000) (the "Final Additional Down Payment" and together with the Initial Down Payment and the First Additional Down Payment, the "Down Payment"); and

(d)

At Closing (as defined herein), Option Holder shall pay Radio 1440 the additional sum of Two Hundred Thousand Dollars ($200,000.00) in immediately available funds.

2.3

The Options shall extend for a period of one year, commencing on the date of execution of this Agreement, and expiring twelve months from the date of execution of this Agreement (the "Option Period").

2.4

The consideration to be paid for the Options shall be monthly payments of $8,000.00 per month (the "Option Payment") until such time as the Options are exercised, the expiration of the Option Period, or until this Option Agreement is otherwise terminated. The Option Payment shall be made payable to Legacy, and shall be due the first day of each month (but in no event later than the fifth business day of the month) during the Term of the Option Period. Moreover, Option Holder shall pay the pro rata portion of the first month's Option Payment upon execution of this Agreement.

SECTION 3. EXERCISE OF OPTIONS.

3.1

The Options may be exercised by Option Holder by giving to Sellers written notice of its election to do so prior to the expiration of the Option Period (the "Option Notice").

3.2

Notwithstanding the forgoing, for a period of 30 days following expiration of the Option, Sellers may require Option Holder to purchase the KITT Assets and the KPTO Assets (the "Put") for the KITT Purchase Price and the KPTO Purchase Price respectively, subject to the terms and conditions of this Option Agreement. The Put may be exercised by Seller by giving to Option Holder written notice of their election to do so prior to the expiration of the Put period (the "Put Notice"). In order to be effective, the Put Notice must include the KITT Assets.

3.3

The issuance of the Option Notice by Option Holder or Put Notice by Sellers shall immediately create an effective and binding agreement between AM 1440 and Option Holder for the sale of the KPTO Assets by Radio 1440 to Option Holder at the KPTO Purchase Price, and an effective and binding agreement between Tri-State and Option Holder for the sale of the KITT

Assets by Tri-State to Option Holder at the KITT Purchase Price. Upon the exercise of the Options the parties hereto covenant and agree with each other to act in good faith and in a commercially reasonable manner to draft and execute agreements containing customary representations, warranties and indemnities by each of the Sellers and all of the applicable terms and conditions contained herein (the "Purchase Agreements") for the sale of the KITT Assets and KPTO Assets respectively, provided, however, if the parties cannot mutually agree to the terms of the Purchase Agreements within 10 business days after Seller's receipt of the Option Notice, the terms of this Option Agreement shall serve as the Purchase Agreement, and each Seller shall promptly file any and all necessary documents with the FCC in order to effectuate the transfer of the Assets from each Seller to Option Holder. The consummation of any sale of the Assets and assignment of the licenses issued by the FCC for the operation of either of the Stations shall be subject to the receipt of any necessary prior approval of the FCC. Within ten (10) business days of delivery of an Option Notice or Put Notice, the parties shall file with the FCC applications (the "FCC Applications") requesting consent to the assignment of the FCC Licenses to Option Holder. Thereafter the parties shall diligently prosecute the FCC Applications, and shall provide any additional information that the FCC may request in connection with any such application, and to oppose any petition or other objection filed against any such application or against the transactions contemplated in this Option Agreement. In the event that Sellers do not perform their obligations in accordance with this Section, Option Holder shall have the right to seek specific performance in accordance with Section 6 hereof.

3.4

In order to be effective, both Options must be exercised simultaneously. In the event the FCC does not approve both the transaction for the sale of the KITT Assets and the transaction for the KPTO Assets, Sellers shall not be obligated to sell the Stations to Option Holder and shall not be obligated to consummate the transactions provided. However, in such case, the Returned Amount (as defined herein) shall be returned to Option Holder within twenty (20) calendar days.

3.5

Option Holder may terminate this Option Agreement at by time by providing written Notice to the Sellers (the "Termination Notice"). If, within thirty (30) days of after delivery of the Termination Notice Sellers do not deliver to Option Holder the Put Notice, the Returned Amount (as defined herein) shall be returned to the Option Holder within twenty (20) calendar days.

SECTION 4. CLOSING. If the Options or Put are exercised, then consummation of the sale and purchase of the KPTO Assets and the KITT Assets (each a "Closing") shall occur on a date (the "Closing Date") designated by Option Holder after FCC Consent (defined below) and not later than ten (10) business days after the date the last-granted FCC Consent becomes Final (defined below). The initial consent of the FCC to the FCC Application is referred to herein as the "FCC Consent." For purposes of this Agreement, the term "Final" shall mean that action shall have been taken by the FCC (including action duly taken by the FCC's staff, pursuant to delegated authority) which shall not have been reversed, stayed, enjoined, set aside, annulled or suspended; with respect to which no timely request for stay, petition for rehearing, appeal or certiorari or sua sponte action of the FCC with comparable effect shall be pending; and as to which the time for filing any such request, petition, appeal, certiorari or for the taking of any such sua sponte action by the FCC shall have expired or otherwise terminated. On the Closing Date, each Seller shall convey the KPTO Assets and the KITT Assets respectively, to Option Holder free and clear of liens, claims and encumbrances, and Option Holder shall pay the KITT Purchase Price and the KPTO Purchase Price to the applicable Seller. In the event the parties do not agree to the terms of a Purchase Agreement, each Seller also agrees to deliver to Option Holder at Closing (as defined bellow) all customary transfer documents, including, but not limited to, a bill of sale and an assignment of intangible assets.

In the event the FCC does not grant either of the Applications in an order which has become Final within 270 days from the date the Assignment Applications are filed, and such failure is not due to an action of the Option Holder, this agreement shall terminate and the Returned Amount (as defined below) shall immediately be returned to the Option Holder within 20 calendar days thereafter. As security for the prompt return of the Returned Amount, Radio 1440 and Legacy will execute the Security Agreement and Pledge Agreement attached hereto as Exhibits A and B respectively.

SECTION 5. STATION CONTRACTS. If the Options or Put are exercised, then each Seller shall use commercially reasonable efforts to obtain any third party consents necessary for the assignment of the Station Contracts to Option Holder. At Closing, each Seller shall assign and Option holder shall assume those Station Contracts which are approved by Option Holder in writing prior to the Closing; provided, however, that, to the extent that any Station Contract may not be assigned without the consent of any third party, and such consent is not obtained prior to Closing, this Agreement and any assignment executed pursuant hereto shall not constitute an assignment thereof, but to the extent permitted by law shall constitute an equitable assignment by the applicable Seller and assumption by Option Holder of such Seller's rights and obligations under the applicable Station Contract, with the applicable Seller making available to Option Holder the benefits thereof and Option Holder performing the obligations thereunder on such Seller's behalf. Notwithstanding the foregoing, at Option Holder's option, the Closing may be delayed until such time as any third party consents to the Station Contracts have been received.

SECTION 6. SPECIFIC PERFORMANCE. In the event of a breach or threatened breach by either Seller of any representation, warranty, covenant or agreement under this Agreement, at Option Holder's election, in addition to any other remedy available to it, Option Holder shall be entitled to an injunction restraining any such breach or threatened breach and, subject to obtaining any requisite approval of the FCC, to enforcement of this Agreement by a decree of specific performance requiring Sellers to fulfill their respective obligations under this Agreement, in each case without the necessity of showing economic loss or other actual damage and without any bond or other security being required. If any action is brought by Option Holder to specifically enforce this Agreement or any of its terms or conditions, Sellers waive any defense as to the adequacy of Option Holder's remedies at law and to interpose no opposition to the propriety of injunctive relief or specific performance as a remedy.

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