Noncompete Agreement

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:

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