[FORM OF UNDERWRITING AGREEMENT]









               [INSERT PRINCIPAL AMOUNT OR NUMBER OF SECURITIES]









                           LAMAR ADVERTISING COMPANY







                          [INSERT TITLE OF SECURITIES]











                             UNDERWRITING AGREEMENT



                            DATED __________ __, ____







<PAGE>





                             UNDERWRITING AGREEMENT











                                                                   [Insert date]



                                                           ----------- --, ----



[Insert Name and Address of Underwriter(s)]



Ladies and Gentlemen:



[If shares of capital stock will be issued, the first introductory paragraph

   will be inserted. If debt securities will be issued, the second introductory

   paragraph will be used.]



        [Lamar Advertising Company, a Delaware corporation (the "Company"),

proposes to issue and sell to you (the "Underwriter(s)") an aggregate of {___}

shares (the "Securities") of its {insert class of capital stock}, par value

$____ per share (the "{insert class of capital stock}"). {If the Underwriter(s)

will be granted an over-allotment option to purchase additional Securities, then

the following provision will be inserted and the defined term "Securities" above

will be changed to "Firm Securities".} {In addition, the Company has granted to

the Underwriter(s) an option to purchase up to an additional {___} shares (the

"Option Securities") of {insert class of capital stock}, as provided in Section

2. The Firm Securities and, if and to the extent such option is exercised, the

Option Securities, are collectively called the "Securities."}]



        [Lamar Advertising Company, a Delaware corporation (the "Company"),

proposes to issue and sell to you (the "Underwriter(s)") $_________ aggregate

principal amount of its {insert full title of security} (the "Securities") to be

issued pursuant to an indenture to be dated as of {insert date} (the

"Indenture") {between} {among} the Company {if the securities will be

guaranteed, then the following phrase will be inserted-"certain subsidiaries of

the Company as guarantors (the "Guarantors")"} and {name of financial

institution}, as trustee (the "Trustee"). {If the Underwriters will be granted

an over-allotment option to purchase additional securities, then the following

provision will be inserted and the defined term "Securities" above will be

changed to "Firm Securities"}. {In addition, the Company has granted to the

Underwriter(s) an option to purchase up to $_____________ additional aggregate

principal amount of Securities (the "Option Securities") to be issued pursuant

to the Indenture, as provided in Section 2. The Firm Securities, and if and to

the extent such option is exercised, the Option Securities, are collectively

called the "Securities".} {If the Securities will be guaranteed, then the

following provision will be inserted- "Payment of the principal, interest and

premium, if any, on the Securities shall be guaranteed on a senior, subordinated

basis by each of the Guarantors as provided and to the extent set forth in the

Indenture (the "Guarantees"). All references herein to the Securities include

the Guarantees. The Company and the Guarantors are collectively called the

"Registrants"}].





<PAGE>



        In consideration of the mutual agreements contained herein and of the

interests of the parties in the transactions contemplated hereby, the parties

hereto agree as follows:



        SECTION 1.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



        The Company represents and warrants as follows:



        (a) A registration statement on Form S-3 (File No. 333-48288) (the "2000

Registration Statement") and a registration statement on Form S-3 (File No.

333-file number of 2003 Registration Statement will be inserted) (the "2003

Registration Statement") with respect to, among other securities, the Securities

[if the Securities are convertible, the following will be inserted-"and the

shares of {insert title of underlying securities} issuable upon exercise or

conversion of the Securities (the "Underlying Securities")], have been filed

with the Securities and Exchange Commission (the "Commission") under the

Securities Act of 1933, as amended (the "Act") and have become effective. On the

effective date of each such registration statement, such registration statement

conformed in all material respects with the requirements of the Act, [if debt

securities will be issued-", Trust Indenture Act of 1939, as amended (the "Trust

Indenture Act")" will be inserted], and the Rules and Regulations of the

Commission (the "Rules and Regulations"). Copies of the 2003 Registration

Statement, including the prospectus contained therein but excluding exhibits to

such registration statement other than those documents incorporated by reference

in such prospectus, as finally amended and revised, have heretofore been

delivered by the Company to the Underwriter(s). The 1998 and 2003 Registration

Statements, including any documents incorporated therein by reference and any

exhibits, financial statements and schedules thereto, are herein collectively

referred to as the "Registration Statements". No post-effective amendments to

the Registration Statements have been filed as of the date of this Agreement,

except that the 2003 Registration Statement constitutes a post-effective

amendment of the 2000 Registration Statement. The form of prospectus dated [date

of prospectus included in 2003 Registration Statement will be inserted], 2003

included in the 2003 Registration Statement, as supplemented by the prospectus

supplement, dated the date of this Agreement, relating to the offering of the

Securities and to be filed by the Company with the Commission pursuant to Rule

424(b), is herein referred to as the "Prospectus." Any reference herein to the

Registration Statements or the Prospectus shall be deemed to refer to and

include the documents incorporated by reference therein, and, in the case of any

reference herein to the Prospectus, also shall be deemed to include any

supplements relating to the Securities being issued and sold pursuant hereto

filed with the Commission under Rule 424(b), in each case, subsequent to the

date hereof and prior to the termination of the offering of the Securities by

the Underwriter(s).



        (b) Except as otherwise disclosed in the Prospectus, subsequent to the

respective dates as of which information is given in the Prospectus: (i) there

has been no material adverse change, or any development that could reasonably be

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