NONCOMPETE AGREEMENT 	THIS NONCOMPETE AGREEMENT (this "Agreement"), dated as of the 22nd day of November, 1999, is by and between Lee CATV Corporation., a Nebraska corporation (the "Company"), and Deborah R. Weideman ("Shareholder"). RECITALS 	WHEREAS, Shareholder was a stockholder of Diamond W Investments, Inc. ("Diamond") and is a party to that certain Agreement and Plan of Merger of even date herewith (the "Merger Agreement") by and among the Company, TULSAT Corporation, an Oklahoma corporation, Diamond and ADDvantage Media Group, Inc. ("AMG") whereby Diamond has been merged with and into the Company and Shareholder and the other shareholder of Diamond, Randy L. Weideman, have received AMG preferred stock and a promissory note and in exchange for their shares of the capital stock of Diamond; and 	WHEREAS, the parties have agreed in the Merger Agreement that, as a condition to the Closing of the merger contemplated thereby, the Company and Shareholder shall enter into this Agreement. 	NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the parties hereto do hereby agree as follows: 		1.	Covenants and Commitments of Shareholder. 		(a)	Confidentiality. The term "Confidential Information" shall 	include, without limitation, the Company's financial, marketing and 	sales information, vendor, customer and client lists, contracts and 	licenses, trade secrets, business arrangements, computer programs and 	related business methods and practices. Shareholder recognizes and 	agrees that Confidential Information is proprietary to the Company. 	Shareholder agrees that she will not use for herself or for others or 	disclose or authorize disclosure to others any Confidential Information. 	All documents, including all copies thereof, and all other tangible 	property (including, without limitation, magnetic tapes and disks) made 	by or made available to Shareholder, whether or not such tangible items 	contain Confidential Information are and will be the property of the 	Company and will be delivered by Shareholder to the Company immediately 	upon the execution hereof. Shareholder's obligations specified in this 	Section shall not apply, and Shareholder shall have no further 	obligations with respect to any items of Confidential Information which: 			(i) are disclosed in a printed publication available to 		the public, are described in an issued patent anywhere in the 		world, are otherwise in the public domain at the time of 		disclosure, or become publicly known through no wrongful act on 		the part of Shareholder who received such Confidential 		Information; 			(ii)	become known to Shareholder through disclosure by 		sources other than the Shareholder, which sources have the right 		to disclose such Confidential Information; and 		 (iii) are disclosed pursuant to the requirement of a 		government agency or any law requiring disclosure thereof, 		provided that the Company is provided with prior written notice of 		any such disclosure. 	A breach of the foregoing obligations shall not be absolved by the subsequent occurrence of any of the above exceptions. 		(b) Solicitation of Customers. Shareholder agrees that for so 	long as Randy L. Weideman is subject to the restrictions of Section 4(b) 	of the Employment Agreement entered into with the Company ("Employment 	Agreement"), she will not directly or indirectly: 			(i) solicit any person or entity with whom the Company 		currently conducts business with the Company for the purpose of 		selling any products which are competitive with the products sold 		by the Company or of providing any services which are competitive 		with the services provided by the Company, including services 		heretofore provided by Diamond; or 			(ii) accept any order or contract from any person or entity 		with whom the Company currently conducts business with the Company 		for the purpose of selling products or providing the types of 		services which are competitive with those sold or provided by the 		Company. 		(c) Restriction. For so long as Randy L. Weideman is subject to 	the restrictions of Section 4(c) of the Employment Agreement, 	Shareholder shall not, directly or indirectly, own, operate, participate 	in or be connected with, as an officer, consultant, Shareholder, 	partner, stockholder or otherwise, any business, individual, 	partnership, firm, corporation or other entity engaged in any business 	engaged in by the Company including, but not limited to, manufacturing, 	remanufacturing, selling or distributing products which are competitive 	with the products of the Company, or providing services which are 	competitive with the services provided by the Company. Nothing herein 	shall prohibit Shareholder from owning not more than five percent (5%) 	of the outstanding shares of a publicly held corporation if such 	ownership does not involve managerial or operational responsibility. 	The restrictions described in this paragraph shall apply only with 	respect to the market areas in which the Company has operations or 	employees or has otherwise conducted business as of the date hereof. 	Shareholder agrees that the foregoing restrictions are reasonable both 	as to time and geographical extent given the nature and scope of the 	Company's present business. Upon any event of default under the -2- 	Promissory Note of even date herewith issued to the Shareholder and her 	spouse pursuant to the Merger Agreement, the restrictions contained in 	this Section 1(b) and (c) shall cease and be of no further force or 	effect if (i) the maker of the Promissory Note has not cured or remedied 	such default within 30 days after receipt of written notice thereof, and 	(ii) if Shareholder and her spouse are still the holders of the 	Promissory Note (i.e., they have not assigned, transferred or 	negotiated the Promissory Note to a third party without recourse). Any 	failure by the maker to make payments under the Promissory Note because 	of a breach by the Shareholder or her spouse of the restrictions 	contained in this Agreement or in such Employment Agreement, as 	applicable, shall not be deemed an event of default under the Promissory 	Note for these purposes. 		(d)	Enforcement.	The invalidity or non-enforceability of 	this Section in any respect shall not affect the validity or 	enforceability of this Section in any other respect or of any other 	provisions of this Agreement. In the event that any provision of this 	Section shall be held invalid or unenforceable by a court of competent 	jurisdiction by reason of the geographic or business scope or the 	duration thereof, such invalidity or unenforceability shall attach only 	to the scope or duration of such provision and shall not affect or 	render invalid or unenforceable any other provision of this agreement, 	and, to the fullest extent permitted by law, this Agreement shall be 	construed as if the geographic or business scope or the duration of such 	provision had been more narrowly drafted so as not to be invalid or 	unenforceable. 		2.	Notices. The address of Shareholder for the purposes of notices 	hereunder shall be her last address as shown on the records of the Company. 	Notice by mail shall be by certified or registered mail, postage and 	certification or registration charges prepaid. The effective date of notice 	by mail shall be three days after mailing or the date of receipt, whichever 	shall first occur. 		3.	Other Agreements. Shareholder warrants to the Company that she 	has no obligations inconsistent herewith, that the execution and performance 	of this Agreement by her will not constitute a breach of any other Agreement 	by which she is bound. 		4.	Miscellaneous. The language of this Agreement and all parts 	hereof shall in all cases be construed as a whole, according to its fair 	meaning, and not strictly for or against either party hereto. No waiver 	of any provision hereof by any party hereto shall be binding unless such 	waiver shall be evidenced by a writing signed by such party. This 	Agreement may not be modified in any manner except by instruments in 	writing signed by both parties hereto. The headings of the various 	paragraphs this Agreement are solely for the purpose of convenience and 	shall not be relied upon in construing any provision hereof. For 	purposes of this Agreement, the term "Company" shall include its 	predecessor, Diamond, and its parent and sibling companies, AMG 	and TULSAT. 		5.	Separability. If any provision of this Agreement is rendered 	or declared illegal or unenforceable by reason of any existing or 	subsequently enacted legislation or by the decision of any arbitrator or 	by any court of competent jurisdiction, the Shareholder and the Company 	shall either meet and negotiate substitute provisions or promptly request 	the court to substitute provisions for those rendered or declared illegal 	or unenforceable to preserve the original intent of this Agreement to the 	extent legally possible, but all other provisions of this Agreement shall 	remain in full force and effect. 		6.	Injunction. In the event of breach of any provisions of this 	Agreement, the Company shall be entitled to seek damages if determinable 	but it is hereby agreed that any such remedy at law is inadequate as to a -3- 	breach of Section 1 of this Agreement, and thus, the Company shall also be 	entitled to injunctive relief. Such a breach shall cause the applicable 	restrictive time period stated herein to be extended to run from the date 	of full compliance with any court-ordered injunction. The prevailing party 	shall be entitled to reasonable attorney's fees. The remedies herein 	provided shall be cumulative and no single remedy shall be construed as 	exclusive of any other or of any remedy provided at law. Failure of the 	Company to exercise any remedy at any time shall not operate as a waiver 	of the right of the Company to exercise any remedy for the same or 	subsequent breach at any time thereafter. EXECUTED in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement, as of the date herein first above written. 							LEE CATV CORPORATION: . 							By: \s\ Randy L. Weideman 								 Randy L. Weideman, President 							 \s\ Deborah R. Weideman 								 Deborah R. Weideman