Exhibit 3.10

                     FIRST AMENDMENT TO MEMBERSHIP AGREEMENT
                           OF NEXTMEDIA OUTDOOR, L.LC.

          THIS FIRST AMENDMENT TO MEMBERSHIP AGREEMENT OF NEXTMEDIA OUTDOOR,
L.L.C. (this "Amendment") is entered into to be effective as of July 24, 2000 by
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and among Carl Hirsch, Steven Dinetz and Lori Baxter, in their capacities as
Managers of the Company, and Carl Hirsch and Steven Dinetz, in their capacities
as Members of the Company.

                                    RECITALS:

          WHEREAS, Section 13.5 of the Membership Agreement of NextMedia
Outdoor, L.L.C. dated October 26, 1999 (the "Agreement") provides generally that
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the Agreement may be amended or modified from time to time by a written
instrument adopted by the Managers and executed and agreed to by a Majority Vote
of Interests;

          WHEREAS, the parties hereto constitute all of the Managers of the
Company and desire to execute this Amendment in order to amend the referenced
provisions in the Agreement; and

          WHEREAS, the parties hereto executing this Amendment in their
capacities as Members of the Company collectively hold a Majority Vote of
Interests of the Company and desire to execute this Amendment in order to amend
the referenced provisions contained in the Agreement.

          NOW, THEREFORE, in consideration of the recitals outlined above and of
the agreements contained herein, and intending to be legally bound hereby, the
parties hereby agree as follows:

          1. Defined Terms. Any capitalized term used herein and not otherwise
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defined shall have the meaning ascribed to such term in the Agreement.

          2. Definitional Amendment. The definition of "Disposed," "Disposing,"
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or "Disposition" contained in Section 2.1 of the Agreement is hereby amended and
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restated in its entirety to read as follows:

          "Disposed," "Disposing," or "Disposition" shall mean a sale,
     assignment, transfer, exchange, devise, gift, donation or other disposition
     (including, without limitation, by operation of law) or the acts thereof.

          3. Amendment of Section 6.1(b). Section 6.1(b) of the Agreement is
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hereby amended and restated in its entirety to read as follows:

          (b) Number; Tenure; Qualifications. The Managers shall be elected by
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     the Members at an annual or special meeting of the Members in accordance
     with Article 7 of this Agreement. All Managers shall be natural persons.
     The number of Managers may be increased or decreased from time to time by
     the Majority Vote of


     Interests; provided, however, that there shall not be less than one nor
     more than five (5) Managers, with one seat on the Board of Managers to be
     reserved for former Shareholders of Promote It, Inc. Each Manager shall
     hold office for the term for which he is elected and thereafter until his
     successor has been elected and qualified, or until his death, resignation
     or removal. Unless otherwise provided in the Articles, Managers need not be
     Members or residents of the State of Delaware.

          4. Remainder of Asset Purchase Agreement Unchanged. Except as
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expressly set forth herein, this Amendment shall in no way be construed to
modify any other provision of the Agreement.

          5. Governing Law. The construction and performance of this Amendment
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shall be governed by the laws of the State of Delaware without giving effect to
the choice of law provisions thereof.

          6. Counterparts. This Amendment may be executed in two or more
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counterparts, each of which will be deemed an original, but all of which
together shall constitute but one and the same instrument.

          [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.

                                     MANAGERS:


                                     ___________________________________________
                                     Carl Hirsch


                                     ___________________________________________
                                     Steven Dinetz


                                     ___________________________________________
                                     Lori Baxter


                                     MEMBERS:


                                     ___________________________________________
                                     Carl Hirsch


                                     ___________________________________________
                                     Steven Dinetz