**ASSET
      PURCHASE AGREEMENT**





This **ASSET PURCHASE AGREEMENT** (this
“Agreement *”* ),
      made
      as of the 12th day of December, 2006, is by and between AM Radio 790, Inc.,
      a
      Utah corporation (“Seller”) and KDWN License Limited Partnership, a Delaware
      limited partnership (“KDWN”), and Beasley FM Acquisition Corp., a Delaware
      corporation (“BFMA,” together, KDWN and BFMA are “Buyer *”* ).





**RECITALS**





**WHEREAS** ,
      Seller
      holds a construction permit (FCC File No. BNP-20011010ABN and an application
      for
      modification thereto, FCC File No. BMP-20061101AEG, together, the “Permit”)
      issued by the Federal Communications Commission (“ *FCC* ”)
      for
      radio broadcast station KBET(AM), 790 kHz, Winchester, Nevada, FCC Facility
      ID
      No. 136292 (the “Station *”* );
      and





**WHEREAS** ,
      Seller
      has filed an application with the FCC requesting a license to cover the Permit
      (FCC File No. BL-20060714ACX, the “License Application”) and has received
      program test authority (FCC File No. BPTA-20060711ADI) to operate the Station
      pending a grant of the License Application and the issuance of a license to
      cover the Permit (the “License”); and





**WHEREAS** ,
      Seller
      and Beasley Broadcasting of Nevada, LLC (“Beasley Nevada”), an affiliate of
      Buyer, have previously entered into an option agreement (the “Option
      Agreement”), dated as of August 22, 2005, pursuant to which Beasley Nevada paid
      Fifty Thousand Dollars ($50,000) to Seller for Beasley Nevada’s right to
      purchase the Station (the “Option Payment”); and





**WHEREAS** ,
      Seller
      desires to sell and assign and Buyer desires to acquire and assume all of the
      assets used or useful in connection with the operation of the Station, including
      but not limited to the License when issued, whether existing on the date hereof
      or acquired hereafter, on the terms and subject to the conditions set forth
      in
      this Agreement.








**NOW** , **THEREFORE** ,
      for
      good and valuable consideration, the parties agree as follows:





**ARTICLE
      1**


**ASSETS
      TO BE CONVEYED**





**1.1.**  **Closing** .
      Subject
      to Section 17.1 hereof and except as otherwise mutually agreed upon by Seller
      and Buyer, the closing of this transaction (the *“* Closing *”* )
      shall
      take place on a date agreed upon by Buyer and Seller within five (5) business
      days after all of the conditions specified in Sections 11.2 and 12.2 hereof
      have
      been fulfilled (or waived by the party entitled to waive such condition). The
      Closing shall be held at 10:00 a.m. local Washington D.C. time at the offices
      of
      Leventhal Senter & Lerman PLLC ( *“* LS&L *”* ),
      or at
      such other place and time as the parties may otherwise agree.








**1.2.**  **Station
      Assets** .
      At the
      Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer
      shall purchase from Seller, certain of the assets used in connection with the
      business and operation of the Station, including but not limited to the
      following assets:





(a)  Seller’s
      rights in and to the Permit and License, and all other authorizations issued
      to
      Seller by any governmental authority and used in the conduct of the business
      and
      operation of the Station, including those listed in Schedule
      1.2(a) ,
      together with any additions thereto (including renewals or modifications of
      such
      licenses, permits and authorizations and applications therefor) between the
      date
      hereof and the Closing Date and all of Seller’s rights in and to the call
      letters “KBET”;





(b)  Seller’s
      right and interest in and to the licensed real property used as the tower and
      transmitter sites of the Station, including the tower site License for the
      Station, and the real property listed in Schedule
      1.2(b) ,
      and any
      amendments thereto made between the date of execution of this Agreement and
      the
      Closing Date that Buyer expressly approves in writing to assume, including
      but
      not limited to any easements, rights of ingress and egress, and rights of way
      associated therewith, and the buildings, towers, and fixtures located thereon
      (the “Real Property”);





(c)  all
      equipment and supplies, inventory, spare parts, and other tangible personal
      property of every kind and description to be owned by Seller and used or useful
      in the conduct of the business and operation of the Station, including but
      not
      limited to that which is listed in Schedule
      1.2(c) ,
      together with any replacements thereof and additions made thereto (the “Personal
      Property”);





(d)  subject
      to the provisions of Article 3 hereof, all of Seller’s rights under and interest
      in the Contracts listed in Schedule
      1.2(d) hereto,
      together with all of Seller’s rights under and interest in all Contracts entered
      into or acquired by Seller between the date hereof and the Closing Date that
      Buyer expressly agrees in writing to assume (the “Assumed
      Contracts”);





(e)  all
      of
      Seller’s rights in and to any and all registered and unregistered trademarks,
      trade names, service marks, franchises, copyrights, including registrations
      and
      applications for registration of any of them, jingles, logos, slogans, licenses,
      patents, Internet domain names, Internet URLs, Internet web sites, content
      and
      databases, FCC authorizations and privileges, and other intangible property
      rights and interests applied for, issued to or owned by Seller for use in the
      conduct of the business and operation of the Station, including those listed
      in Schedule
      1.2(e) ,
      and
      including the call letters “KBET,” together with any additions thereto between
      the date hereof and the Closing Date (the *“* Intellectual
      Property *”* );





2


(f)  all
      files, records, books of account, and logs relating to the Station, including,
      without limitation, the Station’s public inspection files, filings with the FCC
      related to the Station, invoices, statements, technical information and
      engineering data relating to the Station, filings with the FCC and copies of
      all
      written Contracts to be assigned hereunder;





(g)  all
      rights under manufacturers’ and vendors’ warranties as exist at Closing and
      which relate to any of the Station Assets, as defined herein; and





(h)  all
      computer software and programs used or held for use in the operation of the
      Station.





The
      assets to be transferred to Buyer hereunder are hereinafter collectively
      referred to as the “Station Assets.” The Station Assets shall be transferred to
      Buyer free and clear of any debts, Liens, or encumbrances of any kind or
      nature.





**1.3.**  **Excluded
      Assets** .
      The
      Station Assets shall not include the following (the “Excluded Assets *”* ):





(a)  Seller’s
      books and records pertaining to the organization, existence or capitalization
      of
      Seller, and duplicate copies of such records as are necessary to enable Seller
      to file tax returns and reports;





(b)  any
      cash,
      cash equivalents, or similar type investments of Seller, such as certificates
      of
      deposit, treasury bills, and other marketable securities on hand and/or in
      banks; and





(c)  any
      insurance policies, except for any rights that may be assigned pursuant to
      Article 20 hereof.





**ARTICLE
      2**


**PURCHASE
      PRICE**





**2.1.**  **Purchase
      Price** .
      The
      total consideration to be paid by Buyer for the Station Assets shall be Two
      Million Five Hundred Thousand Dollars ($2,500,000), (the *“* Purchase
      Price *”* ),
      subject to upward or downward adjustment, as the case may be, on and after
      the
      Closing Date, pursuant to Article 5.





**2.2.**  **Payment
      of Purchase Price.**





(a)  Beasley
      Nevada has previously paid to John Pierce & Co., LLC, as Escrow Agent,
      $200,000.00 (the “Escrow Deposit”). Upon the filing of the FCC Application, as
      defined below, Buyer shall pay to Seller an additional $500,000 by wire transfer
      of immediately available federal funds (the “First Additional Deposit”). The
      First Additional Deposit shall be used solely to repay debt owing by Seller
      to
      U.S. Capital, Inc., except as may be permitted by U.S. Capital. Schedule
      2.2 hereto
      lists all of the current outstanding obligations of Seller to U.S. Capital,
      Inc.
      Upon the grant of the License, Buyer shall pay to Seller additional $500,000
      by
      wire transfer of immediately available federal funds (the “Second Additional
      Deposit”). The First Additional Deposit and the Second Additional Deposit shall
      be secured by a security interest senior to all other liens and claims in the
      Station Assets, except for the liens and claims of U.S. Capital, Inc., including
      but not limited to the proceeds from any sale thereof, including any sale of
      the
      Permit or the License, such security interest to be evidenced by a Security
      Agreement in the form of Exhibit
      A attached
      hereto and incorporated by reference. Prior to payment by Buyer of the First
      Additional Deposit, Seller shall execute and deliver to Buyer one or more UCC-1
      financing statements as may be necessary to perfect the security interests
      of
      Buyer in the collateral.





3


(b)  At
      the
      Closing, the parties shall jointly instruct the Escrow Agent to pay the Escrow
      Deposit to Seller, and the interest accrued thereon to Buyer. Buyer shall
      receive a credit towards payment of the Purchase Price in the amount of the
      Escrow Deposit paid to Seller. In addition, at the Closing, Buyer shall receive
      a credit towards payment of the Purchase Price in the amount of the $50,000
      Option Payment paid by Beasley Nevada to Seller, the First Additional Deposit,
      and the Second Additional Deposit.





(c)  Beasley
      Nevada has provided a loan of $190,000 to Paragon Communications and
      Advertising, Inc. (“ *Paragon* ”)
      as
      evidenced by a Promissory Note dated May 11, 2006. At the Closing, Buyer shall
      cause Beasley Nevada to cancel the Promissory Note, and to release Paragon
      from
      its indebtedness under the Promissory Note, and Buyer shall be credited
      $190,000, plus all interest accrued on the Promissory Note, towards payment
      of
      the Purchase Price.





(d)  At
      the
      Closing, Buyer shall pay to Seller, or as Seller otherwise designates in
      writing, the balance of the Purchase Price by wire transfer of immediately
      available funds pursuant to wire transfer instructions provided by
      Seller.





**ARTICLE
      3**


**ASSUMPTION
      OF OBLIGATIONS**





**3.1.**  **Assumption
      of Obligations** .
      Subject
      to the provisions of this Article 3 and of Article 5 of this Agreement, at
      the
      Closing Buyer shall assume and undertake to pay, satisfy or discharge the
      liabilities, obligations and commitments of Seller under the Station Assets
      to
      the extent that either (i) the obligations and liabilities relate to the period
      after the Effective Time and arise out of events related to Buyer’s ownership of
      the Station Assets or Buyer’s operation of the Station on or after the Effective
      Time or (ii) the Purchase Price was reduced pursuant to Article 5 as a result
      of
      the proration or adjustment of such obligations and liabilities.





4


**3.2.**  **Limitation** .
      Except
      as set forth in Section 3.1 hereof, Buyer expressly does not, and shall not,
      assume or be deemed to assume, under this Agreement or otherwise by reason
      of
      the transactions contemplated hereby, any liabilities, obligations or
      commitments of Seller of any nature whatsoever and Seller shall at all times
      indemnify and hold Buyer harmless from and against any claim or liability
      arising therefrom. Seller shall discharge all liabilities in a timely manner
      as
      they become due and payable. Any liabilities that exist or may arise that create
      any Liens of any kind against any of the Station Assets shall be fully paid
      by
      Seller prior to or at Closing and Seller shall cause the Station Assets to
      be
      fully released from all such claims.





**ARTICLE
      4**


**REQUIRED
      CONSENTS**





**4.1.**  **FCC
      Application** .
      The
      assignment of the License as contemplated by this Agreement is subject to the
      prior consent and approval of the FCC. No later than two (2) business days
      after
      the date that the parties execute this Agreement, Buyer and Seller shall file
      the FCC Application. Seller and Buyer shall thereafter prosecute the FCC
      Application with all reasonable diligence and otherwise use their best efforts
      to obtain the grant of the FCC Application as expeditiously as practicable.
      If
      reconsideration or judicial review is sought with respect to the FCC Consent,
      the party affected shall vigorously oppose such efforts for reconsideration
      or
      judicial review; provided, however, that nothing herein shall be construed
      to
      limit either party’s right to terminate this Agreement pursuant to Article 17
      hereof.





**4.2.**  **Other
      Governmental Consents** .
      Promptly after the date of this Agreement, the parties shall prepare and file
      with the appropriate governmental authorities any other requests for approval
      or
      waiver that are required from such governmental authorities in connection with
      the transactions contemplated hereby, and shall diligently and expeditiously
      prosecute, and shall cooperate fully with each other in the prosecution of,
      such
      requests for approval or waiver and all proceedings necessary to secure such
      approvals and waivers.




**ARTICLE
      5**


**PRORATIONS
      AND ALLOCATION**





**5.1.**  **Proration
      of Expenses** .
      All
      revenues and expenses arising from the conduct of the business and operation
      of
      the Station, including expenses under the Assumed Contracts, and similar prepaid
      and deferred items, shall be prorated between Buyer and Seller as of the
      Effective Time. Such prorations shall be based upon the principle that Seller
      shall be responsible for all liabilities and obligations incurred or accruing
      in
      connection with the operation of the Station until the Effective Time, and
      Buyer
      shall be responsible for such liabilities and obligations incurred by Buyer
      thereafter. Such prorations shall include, without limitation, all ad valorem,
      real estate and other property taxes, business and license fees, FCC regulatory
      fees, utility expenses, liabilities and obligations under the Assumed Contracts,
      rents and similar prepaid and deferred items, except taxes arising by reason
      of
      the transfer of the Station Assets as contemplated hereby, which shall be paid
      in accordance with Section 14.2. To the extent not known, real estate taxes
      shall be apportioned on the basis of taxes assessed for the preceding year,
      with
      a reapportionment as soon as the new tax rate and valuation can be ascertained.
      Notwithstanding the foregoing, there shall be no adjustment for, and Seller
      shall remain solely liable with respect to any obligations or liabilities not
      being assumed by Buyer in accordance with Article 3 hereof.





5


**5.2.**  **Payment
      of Proration Items** .
      Three
      (3) business days prior to Closing, Seller shall deliver to Buyer a preliminary
      list of all items to be prorated pursuant to Section 5.1 (the “ *Preliminary
      Proration Schedule”* ),
      and,
      to the extent feasible, such prorations shall be credited against or added
      to
      the Purchase Price at Closing. In the event Buyer and Seller do not reach a
      final agreement on such prorations and adjustments at Closing, Seller shall
      deliver to Buyer a schedule of its proposed prorations and adjustments (the
      “ *Proration
      Schedule”* )
      no
      later than forty-five (45) days after the Closing Date. The Proration Schedule
      shall be conclusive and binding upon Buyer unless Buyer provides Seller with
      written notice of objection (the “ *Notice
      of Disagreement”* )
      within
      ten (10) business days after Buyer’s receipt of the Proration Schedule, which
      notice shall state the prorations of expenses proposed by Buyer (the
“ *Buyer’s
      Proration Amount”* ).
      Seller
      shall have ten (10) business days from receipt of a Notice of Disagreement
      to
      accept or reject Buyer’s Proration Amount. If Seller rejects Buyer’s Proration
      Amount, and the amount in dispute exceeds $5,000, the dispute shall be submitted
      within ten (10) days to an accounting firm, mutually agreeable to the parties,
      that is unaffiliated with either party (the “ *Referee”* )
      for
      resolution, such resolution to be made within twenty (20) days after submission
      to the Referee and to be final, conclusive and binding on Seller and Buyer.
      Buyer and Seller agree to share equally the cost and expenses of the Referee,
      but each party shall bear its own legal and other expenses, if any. If the
      amount in dispute is equal to or less than $5,000, such amount shall be divided
      equally between Buyer and Seller. Payment by Buyer or Seller, as the case may
      be, of the proration amounts determined pursuant to this Section 5.2 shall
      be
      due five (5) business days after the last to occur of (i) Buyer’s acceptance of
      the Proration Schedule or Buyer’s failure to give Seller a timely Notice of
      Disagreement; (ii) Seller’s acceptance of Buyer’s Proration Amount or failure to
      reject Buyer’s Proration Amount within ten (10) days after receipt of a Notice
      of Disagreement; (iii) Seller’s rejection of Buyer’s Proration Amount in the
      event the amount in dispute equals or is less than $5,000; and (iv) notice
      to
      Seller and Buyer of the resolution of the disputed amount by the Referee in
      the
      event that the amount in dispute exceeds $5,000. Any payment required by Seller
      to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2
      shall
      be paid by check or wire transfer of immediately available federal funds to
      the
      account of the payee with a financial institution in the United States as
      designated by Seller in the Proration Schedule or by Buyer in the Notice of
      Disagreement (or by separate notice in the event that Buyer does not send a
      Notice of Disagreement). If either Buyer or Seller fails to pay when due any
      amount under this Section 5.2, interest on such amount will accrue from the
      date
      payment was due to the date such payment is made at a per annum rate equal
      to
      the Prime Rate *plus* two
      percent (2%), and such interest shall be payable upon demand.





**5.3.**  **Allocation** .
      Buyer
      and Seller shall use reasonable efforts to agree to an allocation of the
      Purchase Price pursuant to the requirements of Section 1060 of the Internal
      Revenue Code of 1986 within 30 days after the Closing Date. The parties also
      agree to use such Purchase Price allocation in completing and filing Internal
      Revenue Code Form 8594 for federal income tax purposes.




6


**ARTICLE
      6**


**REPRESENTATIONS
      AND WARRANTIES OF BUYER**





Buyer
      represents and warrants to Seller as follows:





**6.1.**  **Organization
      and Standing** .
      KWDN is
      a limited liability company___ organized, validly existing and in good standing
      under the laws of the State of Delaware and is qualified, or as of the Closing
      will be qualified, to do business in the State of Nevada. BFMA is a corporation
      organized, validly existing and in good standing under the laws of the State
      of
      Delaware and is qualified, or as of the Closing will be qualified, to do
      business in the State of Nevada.





**6.2.**  **Authorization
      and Binding Obligation** .
      Buyer
      each have all necessary power and authority to enter into and perform under
      this
      Agreement and the transactions contemplated hereby, and Buyer’s execution,
      delivery and performance of this Agreement has been duly and validly authorized
      by all necessary action on its part. This Agreement has been duly executed
      and
      delivered by Buyer and constitutes its valid and binding obligation, enforceable
      in accordance with its terms, except as limited by laws affecting creditors’
rights or equitable principles generally.





**6.3.**  **Absence
      of Conflicting Agreements or Required Consents** .
      Except
      as set forth in Article 4 with respect to FCC and other governmental consents,
      the execution, delivery and performance of this Agreement and the consummation
      of the transactions contemplated hereby by Buyer: (a) do and will not require
      the consent of any third party; (b) do and will not violate any provisions
      of
      Buyer’s organizational documents; (c) do and will not violate any applicable
      law, judgment, order, injunction, decree, rule, regulation or ruling of any
      governmental authority to which Buyer is a party; and (d) do and will not,
      either alone or with the giving of notice or the passage of time, or both,
      conflict with, constitute grounds for termination of or result in a breach
      of
      the terms, conditions or provisions of, or constitute a default under any
      agreement, instrument, license or FCC authorization to which Buyer is now
      subject.





**6.4.**  **Absence
      of Litigation** .
      There
      is no claim, litigation, proceeding or investigation pending or, to the best
      of
      Buyer’s knowledge, threatened against Buyer which seeks to enjoin or prohibit,
      or which otherwise questions the validity of, any action taken or to be taken
      in
      connection with this Agreement.





**6.5.**  **Bankruptcy** .
      No
      insolvency proceedings of any character, including without limitation,
      bankruptcy, receivership, reorganization, composition or arrangement with
      creditors, voluntary or involuntary, affecting Buyer, are pending or, to the
      best of Buyer’s knowledge, threatened, and Buyer has not made any assignment for
      the benefit of creditors or taken any action which would constitute the basis
      for the institution of such insolvency proceedings.




7


**ARTICLE
      7**


**REPRESENTATIONS
      AND WARRANTIES OF SELLER**





Seller
      represents and warrants to Buyer as follows:





**7.1.**  **Organization
      and Standing** .
      Seller
      is a corporation duly formed, validly existing and in good standing under the
      laws of the State of Utah, and has all necessary power and authority to own,
      lease and operate the Station Assets between the date hereof and the Closing
      Date.





**7.2.**  **Authorization
      and Binding Obligation** .
      Seller
      has all necessary power and authority to enter into and perform this Agreement
      and the transactions contemplated hereby, and Seller’s execution, delivery and
      performance of this Agreement has been duly and validly authorized by all
      necessary action on its part. This Agreement has been duly executed and
      delivered by Seller and constitutes its valid and binding obligation,
      enforceable in accordance with its terms, except as limited by laws affecting
      the enforcement of creditors’ rights or equitable principles
      generally.





**7.3.**  **Absence
      of Conflicting Agreements or Required Consents** .
      Except
      as set forth in Article 4 with respect to FCC and other governmental consents
      and/or as disclosed on Schedule
      1.2(d) ,
      the
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby by Seller (a) do not and will not require
      the consent of any third party; (b) do not and will not violate any provisions
      of Seller’s organizational documents; (c) do not and will not violate any
      applicable law, judgment, order, injunction, decree, rule, regulation or ruling
      of any governmental authority to which Seller is a party or by which it or
      the
      Station Assets are bound; (d) do not and will not, either alone or with the
      giving of notice or the passage of time, or both, conflict with, constitute
      grounds for termination of or result in a breach of the terms, conditions or
      provisions of, or constitute a default under any lease, contract, agreement,
      instrument, license or permit to which either Seller or the Station Assets
      are
      now subject; and (e) do not and will not result in the creation of any lien,
      charge or encumbrance on any of the Station Assets.





**7.4.**  **FCC
      Authorizations** .





(a)  Schedule
      1.2(a) contains
      a true and complete list of the licenses and permits issued in connection with
      the Station, including their expiration dates. Seller has delivered to Buyer
      true and complete copies of such licenses and permits. The licenses, permits
      and
      authorizations listed in Schedule
      1.2(a) are
      validly held (or when issued, will be validly held) by Seller, and are in full
      force and effect. There are no applications pending before the FCC relating
      to
      the Station, except as listed on Schedule
      1.2(a) .





8


(b)  There
      are
      no applications, complaints or proceedings pending or, to the best of Seller’s
      knowledge, threatened before the FCC that may result in the revocation,
      materially adverse modification, or suspension of the FCC authorizations
      associated with the Station, or the imposition of any fines, forfeitures, or
      other administrative actions with respect to the Station other than proceedings
      affecting the broadcasting industry generally.





(c)  There
      are
      no facts which, under the Communications Act of 1934, as amended, or the
      existing rules and regulations of the FCC, would disqualify Seller as the
      assignor of the License, when issued.




**7.5.**  **Title
      to and Condition of Real Property** .





(a)  Schedule
      1.2(b) contains
      descriptions of all of Seller’s interests, including licensed interests,
      easements and rights in and agreements with respect to the Real Property. The
      Real Property and the use thereof by Seller comply in all respects with all
      applicable laws, statutes, ordinances, rules and regulations of federal, state
      and local governmental authorities, including, without limitation, those
      relating to zoning. All improvements upon the Real Property and the present
      use
      thereof at Closing comply or conform in all material respects with all deed
      restrictions, restrictive covenants, building codes, and federal, state and
      local laws, regulations and ordinances, and no permits, licenses or certificates
      pertaining to ownership or operation of the Real Property, other than those
      that
      are transferable with the Real Property, are required by any federal, state
      or
      local government, agency, board or other governmental authority having
      jurisdiction over the Real Property. All improvements are in good working
      condition and repair, insurable at standard rates, and in compliance with the
      rules and regulations of the FCC, the Federal Aviation Administration and all
      other applicable federal, state and local statutes, ordinances, rules and
      regulations. There are no structural, electrical, mechanical, plumbing, air
      conditioning, heating or other defects in the improvements on the Real Property.
      All towers located upon the Real Property are structurally sound, comply with
      current wind-loading requirements and not be in need of repair or maintenance.
      There are no modifications or improvements to the Real Property required to
      bring it into compliance with any law, notwithstanding that Seller’s current
      operations on the Real Property may be grandfathered or otherwise subject to
      an
      exception, exemption or waiver. Seller has paid, or shall at or prior to Closing
      will pay, all amounts owed to any contractor, architect or subcontractor for
      labor or materials performed, rendered or supplied in connection with the Real
      Property; and all contributions required to have been paid by a landlord or
      Seller in connection with the construction of, or modification to, any licensed
      Real Property have been or will be paid at or prior to Closing.





(b)  Seller
      has not received any notice of any appropriation, eminent domain proceeding,
      condemnation or like proceeding, or of any violation of any applicable zoning
      law, regulation or other law, order, regulation or requirement affecting the
      Real Property or the improvements thereon, or of the need for any material
      repair, remedy, construction, alteration or installation with respect to the
      Real Property or improvements thereon, or any material change in the means
      or
      methods of conducting operations thereon.





9


(c)  Seller
      has valid and subsisting licensed interests, insurable at standard rates, to
      the
      Real Property, free and clear of all Liens, of any nature whatsoever, and
      without any reservation or exclusion of any mineral, timber, or other rights
      or
      interests, except for liens disclosed on Schedule
      1.2(b) .





(d)  All
      towers, guy anchors, and buildings and other improvements included in the
      Station Assets shall be located entirely on the Real Property.





(e)  Seller
      has delivered to Buyer true and complete copies of all deeds, Licenses and
      easements held by Seller pertaining to the Real Property and copies of all
      title
      policies and surveys in its possession pertaining to the Real Property. The
      Real
      Property, including the improvements thereon (i) are in good condition and
      repair, and (ii) are available for immediate use in the conduct of the business
      and operations of the Station.





(f)  Seller
      has full legal and practical access to the Real Property, including to the
      towers located upon the Real Property, and all easements, rights-of-way, and
      real property licenses included in the Real Property shall have been properly
      recorded in the appropriate public recording offices.





**7.6.**  **Title
      to and Condition of Personal Property** .
      Seller
      is the sole owner of the Personal Property and has good and marketable title
      to
      all Personal Property free and clear of all Liens. Seller possesses full right
      to sell or dispose of the Personal Property as Seller may choose. Following
      Closing, no other person or entity will have any claim, right, title, or
      interest in, or Lien against, the Personal Property. All of the items of
      tangible personal property and facilities included in the Station Assets are
      in
      good operating condition and repair (reasonable wear and tear excepted), are
      be
      insurable at standard rates, have been properly maintained in accordance with
      industry standards, are performing satisfactorily and in accordance with
      standards of good engineering practice, comply in all respects with applicable
      rules and regulations of the FCC, the terms of the Permit (and, when issued,
      the
      License), and with other applicable federal, state and local statutes,
      ordinances, rules and regulations, and are be available for immediate use in
      the
      operation of the Station. Seller has no knowledge of any defect in the condition
      or operation of any item of Personal Property which is reasonably likely to
      have
      a material adverse effect on the operations of the Station. All items of
      transmitting and studio equipment included in the Personal Property will permit
      the Station to operate in accordance with the terms of the Permit and, when
      issued, the License, and the rules and regulations of the FCC, and with all
      other applicable federal, state and local statutes, ordinances, rules and
      regulations.





**7.7.**  **Contracts** .
      Seller
      has delivered to Buyer true and complete copies of all written Assumed Contracts
      and true and complete memoranda of all oral Assumed Contracts, including any
      amendments and other modifications to such Assumed Contracts. The Assumed
      Contracts constitute valid and binding obligations of Seller and, to the best
      of
      Seller’s knowledge, of all other parties thereto, and are in full force and
      effect as of the date hereof. Seller is not in default under any of the Assumed
      Contracts and, to the best of Seller’s knowledge, the other parties to such
      Assumed Contracts are not in default thereunder. Seller has not received or
      given written notice of any default thereunder from or to any of the other
      parties thereto. Except as disclosed on Schedule
      1.2(d) ,
      at
      Closing Seller has all requisite power and authority to assign its rights under
      the Assumed Contracts to Buyer in accordance with this Agreement on terms and
      conditions no less favorable than those in effect on the date hereof, and such
      assignment will not affect the validity, enforceability or continuity of any
      such Assumed Contracts.





10


**7.8.**  **Intellectual
      Property** . Schedule
      1.2(e) lists
      all Intellectual Property applied for, issued to or owned by Seller for use
      in
      the operation of the Station, or under which Seller is licensed or franchised
      to
      be assigned hereunder, all of which rights and interests are issued to or owned
      by Seller, or if licensed or franchised to Seller, are valid and uncontested.
      Seller has delivered to Buyer copies of all documents, if any, establishing
      such
      rights, licenses or other authority. There is no pending or, to the best of
      Seller’s knowledge, threatened proceeding or litigation affecting or with
      respect to the Intellectual Property. Seller is not infringing upon or otherwise
      acting adversely to any trademarks, trade names, service marks, service names,
      copyrights, patents, patent applications, internet domain names, know-how,
      methods, or processes owned by any other person or persons, and there is no
      claim or action pending, or to the knowledge of Seller threatened, with respect
      thereto. The Intellectual Property listed on Schedule
      1.2(e) comprises all material intangible property interests used or held for use in
      connection with the Station.





**7.9.**  **Taxes** .
      Seller
      has duly, timely and in the required manner filed all federal, state, local
      and
      foreign income, franchise, sales, use, property, excise, and other tax returns
      and forms required to be filed, and has paid in full or discharged all taxes,
      assessments, excises, interest, penalties, deficiencies and losses required
      to
      be paid. As of the time of filing, such returns were true, complete and correct
      in all material respects. There are no governmental investigations or other
      legal, administrative, or tax proceedings pending, or to the best of Seller’s
      knowledge, threatened pursuant to which Seller is or could be made liable for
      any taxes, penalties, interest, or other charges, the liability for which could
      extend to Buyer as transferee of the Station, or could result in a Lien on
      any
      of the Station Assets, and no event has occurred that could impose on Buyer
      any
      transferee liability for any taxes, penalties, or interest due or to become
      due
      from Seller.





**7.10.**  **Bankruptcy** .
      No
      insolvency proceedings of any character, including without limitation,
      bankruptcy, receivership, reorganization, composition or arrangement with
      creditors, voluntary or involuntary, affecting Seller or any of the Station
      Assets, are pending or, to the best of Seller’s knowledge, threatened, and
      Seller has not made any assignment for the benefit of creditors or taken any
      action which would constitute the basis for the institution of such insolvency
      proceedings.





**7.11.**  **Environmental
      Matters** .
      (a)
      There has been no release, nor is there a threat of a release, of any Hazardous
      Substance or Hazardous Waste at or from the Real Property by Seller; (b) to
      the
      best of Seller’s knowledge, there are no Hazardous Substances or Hazardous
      Wastes present on the Real Property except for ordinary quantities of properly
      stored Hazardous Substances or Hazardous Wastes found in consumer or commercial
      products that are used in the normal course of broadcast station operations,
      including grounds and building operation and maintenance; (c) to the best of
      Seller’s knowledge, there are no aboveground or underground storage tanks,
      whether in use or closed, on or under the Real Property; and (d) to the best
      of
      Seller’s knowledge, neither the Real Property, equipment or installations on the
      Real Property nor any Personal Property contain PCBs or asbestos in quantities
      sufficient to mandate the labeling or removal of such PCBs or asbestos in
      accordance with federal, state or local government environmental standards
      or to
      warrant the imposition of any penalty, civil or criminal, against Seller. The
      terms “ *Hazardous
      Substance* ”
and
      “ *Hazardous
      Waste* ”
shall
      have the meanings set forth in the Resource Conservation and Recovery Act,
      as
      amended from time to time, the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended from time to time, any other
      applicable Environmental Law, and the regulations promulgated under all such
      laws. Seller has obtained all environmental, health and safety permits necessary
      for the operation of the Station, all such permits are in full force and effect,
      and the Seller is in compliance with the terms and conditions of all such
      permits. Seller has not received any notice, nor does Seller have any knowledge
      of any administrative or judicial investigations, proceedings or actions with
      respect to violations, alleged, or proved, of any Environmental Law involving
      Station operations or the Real Property.





11


**7.12.**  **UCC
      Financing Statements** .
      All of
      the Station Assets have been located in the State of Nevada following their
      acquisition by Seller and except as listed in Schedule
      7.12, no
      party
      has filed a deed of trust, mortgage or UCC financing statement with respect
      to
      the Station Assets.





**7.13**  **Insurance** .
      The
      Station Assets are insured against loss, damage, or injury in amounts customary
      in the broadcast industry.





**7.14**  **Compliance
      With Laws** .
      Seller
      is in compliance with all laws, regulations and governmental orders applicable
      to the construction and operation of the Station. Seller is not in default
      or in
      violation of any law, regulation, court order, or order of any federal, state,
      municipal, foreign or other government department, board, bureau, agency, or
      instrumentality, wherever located, that would materially adversely affect
      construction or operation of the Station, Station Assets, the Permit or, when
      issued, the License, including but not limited to state and federal
      environmental laws and regulations. There is no pending or threatened
      investigation, audit, review or other examination of the Station, Station
      Assets, the Permit or, when issued, the License and Seller is not subject to
      any
      order, agreement, memorandum of understanding or other regulatory enforcement
      action or proceeding with or by the FCC or any other federal or state
      governmental agency having supervisory or regulatory authority with respect
      to
      the Station, Station Assets, the Permit or, when issued, the License, nor is
      Seller aware of any basis for any such investigation or audit.




12


**ARTICLE
      8**


**COVENANTS
      OF BUYER**





**8.1.**  **Notification** .
      Buyer
      shall notify Seller of any litigation, arbitration or administrative proceeding
      pending or threatened against Buyer which challenges the transactions
      contemplated hereby, including any challenges to the FCC Application, and shall
      use reasonable efforts to remove any such impediment to the transactions
      contemplated by this Agreement.





**8.2.**  **No
      Inconsistent Action** .
      Buyer
      shall not take any action materially inconsistent with its obligations under
      this Agreement or that would hinder or delay the consummation of the
      transactions contemplated by this Agreement.





**ARTICLE
      9**


**COVENANTS
      OF SELLER**





**9.1.**  **Interim
      Operation** .
      Between
      the date of this Agreement and the Closing Date, except with the prior written
      consent of Buyer:





(a)  Seller
      shall not sell, assign, lease or otherwise transfer or dispose of any of the
      Station Assets, except where replaced by a like asset;





(b)  Seller
      shall not create, assume or permit to exist any mortgage, Lien, pledge, or
      encumbrance of any nature whatsoever upon the Station Assets;





(c)  Seller
      shall operate the Station in compliance with the FCC’s rules and regulations,
      the Permit, and when issued, the License, and with all other applicable laws,
      regulations, rules and orders, including without limitation by performing all
      tests and measurements required in connection with the construction of the
      Station;





(d)  Seller
      shall comply in all respects with the Assumed Contracts, and shall not, without
      the express written consent of Buyer, modify, amend, cancel or terminate any
      of
      the Assumed Contracts;





(e)  Seller
      shall promptly notify Buyer of any default by, or claim of default against,
      any
      party under any of the Assumed Contracts, and any event or condition which,
      with
      notice or lapse of time or both, would constitute an event of default under
      such;





(f)  Seller
      shall maintain insurance policies on the Station Assets as is customary in
      the
      broadcast industry; and





(g)  Seller
      shall maintain the Station Assets in good operating condition; repair or replace
      all items of Personal Property at time intervals consistent with prior practice;
      maintain adequate supplies of spare parts consistent with past practices; and
      repair or replace (subject to Article 20) any Station Asset that may be damaged
      or destroyed with items of equal or greater value and utility.





13


**9.2.**  **Access
      to Station** .
      Between
      the date of this Agreement and the Closing Date, Seller shall give Buyer and
      Buyer’s counsel, accountants, engineers and other representatives, reasonable
      access during normal business hours to all of Seller’s properties, records and
      employees relating to the Station, and shall furnish Buyer with all information
      related to the Station that Buyer reasonably requests. The rights of Buyer
      under
      this Section 9.2 shall not be exercised in such a manner as to interfere
      unreasonably with or disrupt the business or operation of the
      Station.





**9.3.**  **Notification** .
      If
      Seller receives notice thereof or otherwise becomes aware of same, Seller shall
      notify Buyer of any litigation, arbitration or administrative proceeding pending
      or threatened against Seller which challenges the transactions contemplated
      hereby, including any challenges to the FCC Application, and shall use its
      reasonable efforts to take such steps as may be necessary to remove any such
      impediment to the transactions contemplated by this Agreement.





**9.4.**  **Third-Party
      Consents** .
      Seller
      shall use its best efforts to obtain the consent of any third party necessary
      for the assignment to Buyer of any Assumed Contract to be assigned
      hereunder.





**9.5.**  **Closing
      Covenant** .
      On the
      Closing Date, Seller shall transfer, convey, assign and deliver to Buyer the
      Station Assets as provided in Article 1 of this Agreement.





**9.6.**  **No
      Inconsistent Action** .
      Seller
      shall not take any action which is materially inconsistent with its obligations
      under this Agreement or that would hinder or delay the consummation of the
      transactions contemplated by this Agreement.





**9.7**  **Non-Solicitation** .
      Seller
      shall not offer or solicit offers, or entertain or discuss any offer, to sell
      the Station or any of the Station Assets, including but not limited to the
      Permit and the License, when issued, nor shall it permit its principals, brokers
      or other representatives to offer, to solicit offers, or entertain or discuss
      any offer to sell, any interest in the Station or any of the Station Assets,
      including but not limited to the Permit and the License, when issued, to third
      parties unless Buyer has expressly consented thereto in writing.





**ARTICLE
      10**


**JOINT
      COVENANTS**





**10.1.**  **Conditions** .
      If any
      event should occur between the date hereof and the Closing, either within or
      without the control of any party hereto, which would prevent fulfillment of
      the
      conditions upon the obligations of any party to consummate the transactions
      contemplated by this Agreement, the parties shall use their reasonable efforts
      to cure the event as expeditiously as possible.





14


**10.2.**  **Commercially
      Reasonable Efforts** .
      Between
      the date of this Agreement and the Closing, each party shall use commercially
      reasonable efforts to cause the fulfillment at the earliest practicable date
      of
      all of the conditions to the obligations of the other party to consummate the
      sale and purchase under this Agreement.





**10.3.**  **Control
      of Station** .
      Between
      the date of this Agreement and the Closing, Buyer shall not, directly or
      indirectly, control, supervise or direct the operations of the Station. Such
      operations shall be the sole responsibility of Seller.





**10.4.**  **Confidentiality** .
      Buyer
      and Seller shall each keep confidential all information obtained by it with
      respect to the other in connection with this Agreement, and if the transactions
      contemplated hereby are not consummated for any reason, each shall return to
      the
      other, without retaining a copy thereof, any schedules, documents or other
      written information, including all financial information, obtained from the
      other in connection with this Agreement and the transactions contemplated
      hereby, except where such information is known or available through other lawful
      sources or where such party is advised by counsel that its disclosure is
      required in accordance with applicable law.





**10.5.**  **Access
      to Records** .
      For a
      period of two (2) years from the Closing Date, each party to this Agreement
      shall provide to the other party access during normal business hours to such
      financial records as may be necessary for either party to prepare any required
      tax filings.





**10.6**  **Environmental
      Studies** .
      Buyer
      may obtain, within forty-five (45) calendar days after the execution of this
      Agreement, a completed Phase I environmental audit report (the “ *Phase
      I Report* ”)
      regarding the Real Property. The cost of the Phase I Report shall be paid by
      Buyer. The Phase I Report shall be reasonably satisfactory to Buyer in all
      respects, and Buyer agrees to notify Seller of any objection to the status
      of
      the Phase I Report within ten (10) business days after Buyer’s receipt of the
      Phase I Report. To the extent Buyer does not notify Seller within such ten
      (10)
      day period of any objection to the Phase I Report, Buyer hereby waives any
      right
      to refuse to consummate this Agreement or to terminate this Agreement as a
      result of any noncompliance with Environmental Laws disclosed in the Phase
      I
      Report. If, in Buyer’s reasonable judgment, a Phase II environmental audit
      report (“ *Phase
      II Report* ”)
      is
      necessary in light of the contents of the Phase I Report and Buyer has timely
      objected to the applicable Phase I Report, Buyer shall obtain such Phase II
      Report within thirty (30) calendar days following Buyer’s objection to the Phase
      I Report, at Buyer’s sole expense, which shall be satisfactory to Buyer in all
      respects. In the event that a Phase I Report and/or a Phase II report discloses
      an environmental condition or matter which is reasonably unsatisfactory to
      Buyer
      and to which Buyer objects on a timely basis, Seller shall have sixty (60)
      calendar days from Seller’s receipt of notice to remediate and eliminate such
      condition or matter and bring such Real Property into compliance with all
      Environmental Laws. If the environmental condition or matter is not remediated
      and eliminated by Seller within the prescribed 60 day period, Buyer may
      terminate this Agreement, without any further liability hereunder.





15


**10.7.**  **Title
      Insurance and Surveys** . **** Within
      thirty (30) after the execution of this Agreement, at Buyer’s option, Buyer may
      obtain at Buyer’s expense: (a) a commitment for an ALTA title insurance policy
      related to the Real Property reasonably acceptable to Buyer (the “ *Title* ”);
      or
      (b) a staked-on-ground boundary survey of the Real Property reasonably
      acceptable to Buyer, certified current as of the date of delivery thereof,
      prepared by a duly licensed and registered land surveyor acceptable to Buyer
      (the “ *Survey* ”).
      The
      Title and the Survey will be ordered by the Buyer, and shall in all respects
      be
      reasonably acceptable to Buyer. Buyer agrees to notify Seller of any objection
      to the status of the Title and/or Survey within ten (10) business days after
      Buyer’s receipt of the Title and Survey. In the event that the Title and/or
      Survey are reasonably unsatisfactory to Buyer and Buyer has timely objected
      thereto, Seller shall have sixty (60) calendar days from Seller’s receipt of
      notice to eliminate such condition or matter. If the condition or matter is
      not
      eliminated by Seller within the prescribed 60 day period, Buyer may terminate
      this Agreement, without any further liability hereunder.




**ARTICLE
      11**


**CONDITIONS
      PRECEDENT TO BUYER’S OBLIGATION TO CLOSE**





The
      obligations of Buyer hereunder are, at its option, subject to satisfaction,
      at
      or prior to the Closing Date, of each of the following conditions:





**11.1.**  **Representations,
      Warranties and Covenants** .





(a)  All
      representations and warranties of Seller made in this Agreement shall be true
      and complete in all material respects on and as of the Closing Date as if made
      on and as of that date.





(b)  All
      of
      the terms, covenants and conditions to be complied with and performed by Seller
      on or prior to Closing Date shall have been complied with or performed in all
      material respects.





**11.2.**  **Governmental
      Consents** .
      The
      conditions specified in Article 4 of this Agreement shall have been satisfied,
      and the FCC Consent shall have been granted and become a Final Order, provided
      that Buyer may waive the requirement that the FCC Consent shall have become
      a
      Final Order. If the Closing occurs before the FCC Consent has become a Final
      Order, the parties will, at Buyer’s option, enter into a mutually acceptable
      unwind agreement. Buyer shall have received any necessary governmental
      approvals.





**11.3.**  **Governmental
      Authorizations** .
      Seller
      shall be the lawful holder of the License and all other material licenses,
      permits and other authorizations listed in Schedule
      1.2(a) ,
      and
      there shall not have been any modification of any of such licenses, permits
      and
      other authorizations which would have a material adverse effect on the
      operations of the Station. No proceeding shall be pending which seeks or the
      effect of which reasonably could be to revoke, cancel, fail to renew, suspend
      or
      modify adversely any of the permits or any other material licenses, permits
      or
      other authorizations relating to the Station.





16


**11.4.**  **Adverse
      Proceedings** .
      No
      suit, action, claim or governmental proceeding shall be pending against, and
      no
      order, decree or judgment of any court, agency or other governmental authority
      shall have been rendered against, any party hereto that would render it
      unlawful, as of the Closing Date, to effect the transactions contemplated by
      this Agreement in accordance with its terms.





**11.5.**  **Deliveries** .
      Seller
      shall have made or stand willing to make all the deliveries required under
      Section 13.1.





**11.6.**  **Transmitter
      Site Obligations** .
      Seller
      shall have completed the items on Schedule
      11.6 hereto
      to Buyer’s reasonable satisfaction.





**ARTICLE
      12**


**CONDITIONS
      PRECEDENT TO SELLER’S OBLIGATION TO CLOSE**





The
      obligations of Seller hereunder are subject to satisfaction, at or prior to
      the
      Closing Date, of each of the following conditions:





**12.1.**  **Representations,
      Warranties and Covenants** .





(a)
      All
      representations and warranties made by Buyer in this Agreement shall be true
      and
      complete in all material respects on and as of the Closing Date as if made
      on
      and as of that date.





(b)
      All
      the terms, covenants and conditions to be complied with and performed by Buyer
      under this Agreement on or prior to the Closing Date shall have been complied
      with or performed in all material respects.





**12.2.**  **Governmental
      Consents** .
      The
      conditions specified in Article 4 of this Agreement shall have been satisfied,
      and the FCC Consent shall have been granted.





**12.3.**  **Adverse
      Proceedings** .
      No
      suit, action, claim or governmental proceeding shall be pending against, and
      no
      order, decree or judgment of any court, agency or other governmental authority
      shall have been rendered against any party hereto that would render it unlawful,
      as of the Closing Date, to effect the transactions contemplated by this
      Agreement in accordance with its terms.





**12.4.**  **Deliveries** .
      Buyer
      shall have made or stand willing to make all the deliveries required under
      Section 13.2.





17





**ARTICLE
      13**


**DOCUMENTS
      TO BE DELIVERED AT THE CLOSING**





**13.1.**  **Documents
      to be Delivered by Seller** .
      At the
      Closing, Seller shall deliver to Buyer the following:





(a)  a
      certificate of an officer of Seller, dated the Closing Date, in form and
      substance reasonably satisfactory to Buyer, certifying to the fulfillment of
      the
      conditions set forth in Sections 11.1 through 11.6 hereof;





(b)  instruments
      of conveyance and transfer, in form and substance reasonably satisfactory to
      counsel to Buyer, effecting the sale, transfer, assignment and conveyance of
      the
      Station Assets to Buyer, including, but not limited to, the
      following:





(i)  assignment
      of the License and other licenses, permits and registrations included in the
      Station Assets;





(ii)  bill
      of
      sale for all Personal Property;





(iii)  assignment
      of the Assumed Contracts;





(iv)  assignment
      of the tower site License for the Station.





(c)  resolutions
      of Seller’s Board of Directors authorizing the execution, delivery and
      performance of this Agreement, certified by an officer of Seller;





(d)  UCC
      Termination Statements with respect to Liens which have been placed of record
      on
      the Station Assets;





(e)  a
      general
      warranty deed for all owned Real Property, if any, included in the Station
      Assets, in a form acceptable in all material respects to Buyer;





(f)  Certificates
      of Good Standing of Seller issued by the states of Utah and Nevada;





(g)  confirmation
      from the United States Department of Reclamation that Seller is in good standing
      with respect to the tower site License constituting the Real
      Property;





(h)  consents
      from third parties required for the assignment of the Assumed Contracts;
      and





18


(i)  such
      other documents as may reasonably be requested by Buyer’s counsel.





**13.2.**  **Buyer
      Deliveries** .
      At the
      Closing, Buyer shall deliver to Seller the following:





(a)  a
      certificate of an officer of Buyer, dated the Closing Date, in form and
      substance reasonably satisfactory to Seller, certifying to the fulfillment
      of
      the conditions specified in Sections 12.1 through 12.4 hereof;





(b)  wire
      transfer of immediately available funds as provided in Section 2.2;





(c)  instruments,
      in form and substance reasonably satisfactory to Seller and its counsel,
      pursuant to which Buyer assumes obligations, liabilities and commitments as
      provided in Article 3; and





(d)  such
      other documents as may reasonably be requested by Seller’s counsel.




**ARTICLE
      14**


**FEES
      AND EXPENSES** ; **TRANSFER TAXES**





**14.1.**  **Governmental
      Filing or Grant Fees** .
      Except
      as otherwise specified herein, any filing or grant fees imposed by any
      governmental authority, the consent of which is required for the transactions
      contemplated hereby, shall be paid by the party making such filing, except
      that
      the filing fees incurred pursuant to Article 4 in connection with the FCC
      Application, shall be borne equally by Buyer and Seller.





**14.2.**  **Transfer
      Taxes.** Any
      taxes arising by reason of the transfer of the Station Assets as contemplated
      hereby shall be paid equally by Seller and Buyer.





**14.3.**  **Expenses** .
      Each
      party hereto shall be solely responsible for and shall pay all costs and
      expenses incurred by it in connection with the negotiation, preparation and
      performance of and compliance with the terms of this Agreement.





**ARTICLE
      15**


**BROKER’S
      COMMISSION OR FINDER’S FEE**





19


**15.1.**  **Buyer’s
      Representation and Agreement to Indemnify** .
      Buyer
      represents and warrants to Seller that, except as regards John L. Pierce &
Company, LLC (“ *Broker* ”),
      neither it nor any person or entity acting on its behalf has agreed to pay
      a
      commission, finder’s fee or similar payment in connection with this Agreement or
      any matter related hereto to any person or entity, nor has it or any person
      or
      entity acting on its behalf taken any action on which a claim for any such
      payment could be based. At the Closing, Buyer shall pay Forty-Three Thousand
      Seven Hundred Fifty Dollars ($43,750.00), which represents one half of the
      commission that will be owed to the Broker. Buyer agrees to indemnify and hold
      Seller harmless from and against any and all claims, losses, liabilities and
      expenses (including reasonable attorneys’ fees) arising out of a claim by any
      person or entity other than Broker, based on any such arrangement or agreement
      made or alleged to have been made by Buyer.





**15.2.**  **Seller’s
      Representation and Agreement to Indemnify** .
      Seller
      represents and warrants to Buyer that, except as regards Broker, neither it
      nor
      any person or entity acting on its behalf has agreed to pay a commission,
      finder’s fee or similar payment in connection with this Agreement or any matter
      related hereto to any person or entity, nor has it or any person or entity
      acting on its behalf taken any action on which a claim for any such payment
      could be based. At the Closing, Seller shall pay Forty-Three Thousand Seven
      Hundred Fifty Dollars ($43,750.00), which represents one half of the commission
      that will be owed to the Broker. Seller agrees to indemnify and hold Buyer
      harmless from and against any and all claims, losses, liabilities and expenses
      (including reasonable attorneys’ fees) arising out of a claim by any person or
      entity other than Broker, based on any such arrangement or agreement made or
      alleged to have been made by Seller.




**ARTICLE
      16**


**INDEMNIFICATION**





**16.1.**  **Indemnification
      by Seller** .
      Notwithstanding the Closing, Seller hereby agrees to indemnify, defend and
      hold
      Buyer harmless against and with respect to, and shall reimburse Buyer
      for:





(a)  Any
      and
      all losses, direct or indirect, liabilities, or damages resulting from any
      untrue representation, breach of warranty, or nonfulfillment of any covenant
      or
      obligation by Seller contained herein or in any certificate, document or
      instrument delivered to Buyer hereunder;





(b)  Any
      and
      all obligations of Seller not assumed by Buyer pursuant to the terms of this
      Agreement;





(c)  Any
      and
      all losses, liabilities or damages resulting from the construction, operation
      or
      ownership of the Station prior to the Effective Time, or Seller’s acts or
      omissions generally, including but not limited to any and all liabilities not
      assumed by Buyer pursuant to Article 3 hereof;





20


(d)  Any
      and
      all actions, suits, proceedings, claims, demands, assessments, judgments, costs
      and expenses, including reasonable legal fees and expenses, incident to any
      of
      the foregoing or incurred in opposing the imposition thereof, or in enforcing
      this indemnity, subject to the notice and opportunity to remedy requirements
      of
      Section 16.3 hereof; and





(e)  Interest
      at the Prime Rate on any reimbursable expense or loss incurred by Buyer from
      the
      date of payment, in the case of a reimbursable expense, and from the date of
      incurrence, in the case of any other losses, until the date of reimbursement
      by
      Seller.





**16.2.**  **Indemnification
      by Buyer** .
      Notwithstanding the Closing, Buyer hereby agrees to indemnify and hold the
      Seller harmless against and with respect to, and shall reimburse the Seller
      for:





(a)  Any
      and
      all losses, direct or indirect, liabilities, or damages resulting from any
      untrue representation, breach of warranty, or nonfulfillment of any covenant
      or
      obligation by Buyer contained herein or in any certificate, document or
      instrument delivered to Seller hereunder;





(b)  Any
      and
      all obligations of Seller assumed by Buyer pursuant to the terms of this
      Agreement;





(c)  Any
      and
      all losses, liabilities or damages resulting from the operation or ownership
      of
      the Station by Buyer on and after the Effective Time, or Buyer’s acts or
      omissions generally, including but not limited to any and all liabilities
      assumed by Buyer pursuant to Article 3 hereof;





(d)  Any
      and
      all actions, suits, proceedings, claims, demands, assessments, judgments, costs
      and expenses, including reasonable legal fees and expenses, incident to any
      of
      the foregoing or incurred in opposing the imposition thereof, or in enforcing
      this indemnity, subject to the notice and opportunity to remedy requirements
      of
      Section 16.3 hereof; and





(e)  Interest
      at the Prime Rate on any reimbursable expense or loss incurred by Seller from
      the date of payment, in the case of a reimbursable expense, and from the date
      of
      incurrence, in the case of any other losses, until the date of reimbursement
      by
      Buyer.





**16.3.**  **Procedure
      for Indemnification** .
      The
      procedure for indemnification shall be as follows:


(a)  The
      party
      seeking indemnification under this Article 16 (the “ *Claimant”* )
      shall
      give notice to the party from whom indemnification is sought (the “ *Indemnitor”* )
      of any
      claim, whether solely between the parties or brought by a third party,
      specifying (i) the factual basis for the claim, and (ii) the amount of the
      claim. If the claim relates to an action, suit or proceeding filed by a third
      party against Claimant, notice shall be given by Claimant within fifteen (15)
      business days after written notice of the action, suit or proceeding was given
      to Claimant. In all other circumstances, notice shall be given by Claimant
      within thirty (30) days after Claimant becomes, or should have become, aware
      of
      the facts giving rise to the claim. Notwithstanding the foregoing, Claimant’s
      failure to give Indemnitor timely notice shall not preclude Claimant from
      seeking indemnification from Indemnitor except to the extent that Claimant’s
      failure has materially prejudiced Indemnitor’s ability to defend the claim or
      litigation.





21


(b)  With
      respect to claims between the parties, following receipt of notice from the
      Claimant of a claim, the Indemnitor shall have thirty (30) calendar days to
      make
      any investigation of the claim that the Indemnitor deems necessary or desirable.
      For the purposes of this investigation, the Claimant agrees to make available
      to
      the Indemnitor and/or its authorized representatives the information relied
      upon
      by the Claimant to substantiate the claim. If the Claimant and the Indemnitor
      cannot agree as to the validity and amount of the claim within the 30-day period
      (or any mutually agreed upon extension thereof), the Claimant may seek
      appropriate legal remedy.





(c)  With
      respect to any claim by a third party as to which the Claimant is entitled
      to
      indemnification hereunder, the Indemnitor shall have the right at its own
      expense to participate in or assume control of the defense of the claim, and
      the
      Claimant shall cooperate fully with the Indemnitor, subject to reimbursement
      for
      actual out-of-pocket expenses incurred by the Claimant as the result of a
      request by the Indemnitor. If the Indemnitor elects to assume control of the
      defense of any third-party claim, the Claimant shall have the right to
      participate in the defense of the claim as its own expense. If the Indemnitor
      does not elect to assume control or otherwise participate in the defense of
      any
      third party claim, Claimant may, but shall have no obligation to, defend or
      settle such claim or litigation in such manner as it deems appropriate, and
      in
      any event Indemnitor shall be bound by the results obtained by the Claimant
      with
      respect to the claim (by default or otherwise) and shall promptly reimburse
      Claimant for the amount of all expenses (including the amount of any judgment
      rendered), legal or otherwise, incurred in connection with such claim or
      litigation. The Indemnitor shall be subrogated to all rights of the Claimant
      against any third party with respect to any claim for which indemnity was
      paid.





**16.4.**  **Limitations** .
      Neither
      Seller nor Buyer shall have any obligation to the other party for any matter
      described in Section 16.1 or Section 16.2, as the case may be, except upon
      compliance by the other party with the provisions of this Article 16,
      particularly Section 16.3. Neither party shall be required to indemnify the
      other party under this Article 16 for any breach of any representation or
      warranty contained in this Agreement unless written notice of a claim under
      this
      Article 16 was received by the party within the pertinent survival period
      specified in Article 18 of this Agreement.





**16.5.**  **Sole
      Remedy.** After
      the Closing, the right to indemnification under this Article 16 shall be the
      exclusive remedy of any party in connection with any breach by another party
      of
      its representations, warranties and covenants.





22


**ARTICLE
      17**


**TERMINATION
      RIGHTS**





**17.1.**  **Termination** .





This
      Agreement may be terminated by Buyer, pursuant to the terms of Sections 10.6
      and
      10.7 hereof. This Agreement may be terminated by either Buyer or Seller if
      the
      party seeking to terminate is not in material default or breach of this
      Agreement, upon written notice to the other upon the occurrence of any of the
      following:





(a)  if,
      on or
      prior to the Closing Date, the other party defaults in any material respect
      in
      the observance or in the due and timely performance of any of its covenants
      or
      agreements contained herein and such default has not been cured within twenty
      (20) business days from receipt of written notice of default from the
      non-defaulting party;





(b)  if
      the
      FCC denies the FCC Application by Final Order, or designates it for a trial-type
      hearing; or





(c)  if
      there
      shall be in effect any judgment, final decree or order that would prevent or
      make unlawful the Closing;





In
      the
      event Buyer terminates this Agreement pursuant to this Section 17.1, the Escrow
      Deposit, including all interest earned thereon, the First Additional Deposit,
      and the Second Additional Deposit shall be promptly refunded to
      Buyer.





**17.2.**  **Liability** .
      The
      termination of this Agreement under Section 17.1 hereof shall not relieve any
      party of any liability for breach of this Agreement prior to the date of
      termination.




**ARTICLE
      18**


**SURVIVAL
      OF REPRESENTATIONS,**


**WARRANTIES
      AND COVENANTS**





The
      representations, warranties, covenants, indemnities and agreements contained
      in
      this Agreement or in any certificate, document or instrument delivered pursuant
      to this Agreement are and will be deemed and construed to be continuing
      representations, warranties, covenants, indemnities and agreements and shall
      survive the Closing for a period of two years after the Closing Date. No claim
      may be brought under this Agreement or any other certificate, document or
      instrument delivered pursuant to this Agreement unless written notice describing
      in reasonable detail the nature and basis of such claim is given on or prior
      to
      the last day of the applicable survival period. In the event such a notice
      is
      given, the right to indemnification with respect thereto shall survive the
      applicable survival period until such claim is finally resolved and any
      obligations thereto are fully satisfied. Any investigation by or on behalf
      of
      any party hereto shall not constitute a waiver as to enforcement of any
      representation, warranty, covenant or agreement contained herein.





23


**ARTICLE
      19**


**REMEDIES
      UPON DEFAULT**





**19.1.**  **Default
      by Seller** .
      Seller
      recognizes that upon a default of this Agreement by Seller, monetary damages
      alone will not be adequate, and Buyer shall therefore be entitled in the event
      of a default by Seller, in addition to bringing suit at law or equity for money
      or other damages or for indemnification under Article 16 hereof, to obtain
      specific performance of the terms of this Agreement. In any action to enforce
      the provisions of this Agreement, Seller shall waive the defense that there
      is
      an adequate remedy at law or equity and agree that Buyer shall have the right
      to
      obtain specific performance of the terms of this Agreement without being
      required to prove actual damages, post bond or furnish other security. In
      addition, Buyer shall be entitled to obtain from Seller court costs and
      reasonable attorneys’ fees incurred by it in enforcing its rights hereunder,
      plus interest at the Prime Rate on the amount of any judgment obtained against
      Seller from the date of default until the date of payment of the judgment.
      As a
      condition to seeking specific performance, Buyer shall not be required to have
      tendered the Purchase Price specified in Section 2.1 of this Agreement, but
      shall be required to demonstrate that it is willing and able to do so and to
      perform its other closing obligations in all respects.





**19.2.**  **Default
      by Buyer** .
      If the
      transactions contemplated by this Agreement are not consummated as a result
      of
      Buyer’s default of this Agreement or wrongful failure to close hereunder, and
      Seller is not also in material breach hereunder, Seller shall be entitled to
      payment of One Hundred Thousand Dollars ($100,000.00) as liquidated damages
      in
      full settlement of any damages of any nature or kind that Seller may suffer
      or
      allege to suffer as the result thereof. It is understood and agreed that the
      amount of liquidated damages represents Buyer’s and Seller’s reasonable estimate
      of actual damages and does not constitute a penalty. Recovery of liquidated
      damages under this Section 19.2 shall be the sole and exclusive remedy of Seller
      against Buyer for breach of or failure to consummate this Agreement and shall
      be
      applicable regardless of the actual amount of damages sustained. In addition,
      Seller shall be entitled to obtain from Buyer court costs and reasonable
      attorneys’ fees incurred by it in enforcing its rights hereunder, plus interest
      at the Prime Rate on the amount of any judgment obtained against Buyer from
      the
      date of default until the date of payment of the judgment. As a condition to
      obtaining liquidated damages, Seller shall not be required to have tendered
      the
      Station Assets but shall be required to demonstrate that it is willing and
      able
      to do so and to perform its other closing obligations in all material
      respects.





**ARTICLE
      20**


**RISK
      OF LOSS**





The
      risk
      of loss or damage to the Station Assets prior to the Effective Time shall be
      upon Seller. Seller shall repair, replace and restore, or assign to Buyer the
      insurance proceeds that will fully reimburse Buyer for repairing, replacing
      and
      restoring, any damaged or lost material Station Asset to its prior condition
      as
      soon as possible and in no event later than the Effective Time. If Seller is
      unable or fails to repair, restore or replace a lost or damaged item required
      to
      be repaired or replaced by Seller prior to the Closing, or if Seller fails
      to
      assign the associated insurance proceeds to Buyer, then at Buyer’s sole election
      (i) there shall be a reduction in the Purchase Price equal to the cost of such
      repair, restoration, or replacement, or (ii) Seller shall reimburse Buyer for
      the cost of the repair, restoration or replacement of such item incurred by
      Buyer after the Closing.





24





**ARTICLE
      21**


**OTHER
      PROVISIONS**





**21.1.**  **Publicity** .
      Except
      as required by applicable law or with the other party’s express written consent,
      no party to this Agreement nor any affiliate of any party shall issue any press
      release or similar public statement regarding the transactions contemplated
      by
      this Agreement.





**21.2.**  **Benefit
      and Assignment** .
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns. Neither Buyer nor Seller
      may
      assign this Agreement without the prior written consent of the other party
      hereto, except that Buyer may assign this Agreement to an Affiliate if Buyer
      fully guarantees to Seller the performance hereunder of its
      Affiliate.





**21.3.**  **Entire
      Agreement** .
      This
      Agreement and the exhibits and schedules hereto and thereto embody the entire
      agreement and understanding of the parties hereto and supersedes any and all
      prior agreements, arrangements and understandings relating to the matters
      provided for herein. No amendment, waiver of compliance with any provision
      or
      condition hereof, or consent pursuant to this Agreement shall be effective
      unless evidenced by an instrument in writing signed by the party against whom
      enforcement of any waiver, amendment, change, extension or discharge is sought.
      Any matter that is disclosed in a Schedule hereto in such a way as to make
      its
      relevance to the information called for by another Schedule readily apparent
      shall be deemed to have been included in such other Schedule, notwithstanding
      the omission of an appropriate cross-reference.





**21.4.**  **Headings** .
      The
      headings set forth in this Agreement are for convenience only and will not
      control or affect the meaning or construction of the provisions of this
      Agreement.





**21.5.**  **Computation
      of Time** .
      If
      after making computations of time provided for in this Agreement, a time for
      action or notice falls on Saturday, Sunday or a Federal holiday, then such
      time
      shall be extended to the next business day.





25


**21.6.**  **Governing
      Law** .
      The
      construction and performance of this Agreement shall be governed by the laws
      of
      the State of Nevada without regard to its principles of conflict of
      law.





**21.7.**  **Notices** .
      Any
      notice, demand or request required or permitted to be given under the provisions
      of this Agreement shall be in writing, addressed to the following addresses,
      or
      to such other address as any party may request in writing.





If
      to
      Buyer:





Beasley
      Broadcast Group Inc.


Suite
      200


3033
      Riviera Drive


Naples,
      FL 34103


Attention:
      Ms. Caroline Beasley


Telephone:
      239-263-5000





With
      a
      copy to:





Leventhal
      Senter & Lerman PLLC


2000
      K
      Street, N.W.


Suite
      600


Washington,
      DC 20006-1809


Attention:
      Sally A. Buckman, Esq.


Telephone:
      (202) 429-8970


Facsimile:
      (202) 293-7783








If
      to
      Seller:





AM
      Radio
      790, Inc.


210
      N.
      1000 East


St.
      George, UT 84770


Att’n:
      E.
      Morgan Skinner, Jr.


Telephone:
      (435) 628-1000


Facsimile:
      (435) 628-6636





26


With
      a
      copy to:





Dan
      J.
      Alpert, Esq.


The
      Law
      Office of Dan J. Alpert


2120
      N.
      21 st Rd.


Arlington,
      VA 22201


Telephone:
      (703) 243-8690


Facsmile:
      (703) 243-8692





Any
      such
      notice, demand or request shall be deemed to have been duly delivered and
      received (i) on the date of personal delivery, or (ii) on the date of
      transmission, if sent by facsimile (but only if a hard copy is also sent by
      overnight courier), or (iii) on the date of receipt, if mailed by registered
      or
      certified mail, postage prepaid and return receipt requested, or (iv) on the
      date of a signed receipt, if sent by an overnight delivery service, but only
      if
      sent in the same manner to all persons entitled to receive notice or a
      copy.





**21.8.**  **Counterparts** .
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed an original and all of which together will constitute one and the same
      instrument.





**21.9.**  **Further
      Assurances** .
      Seller
      shall at any time and from time to time after the Closing execute and deliver
      to
      Buyer such further conveyances, assignments and other written assurances as
      Buyer may reasonably request in order to vest and confirm in Buyer (or its
      assignees) the title and rights to and in all of the Station Assets to be and
      intended to be transferred, assigned and conveyed hereunder.





**ARTICLE
      22**


**DEFINITIONS**





Unless
      otherwise stated in this Agreement, the following terms when used herein shall
      have the meanings assigned to them below (such meanings to be equally applicable
      to both the singular and plural forms of the terms defined).





*“Affiliate”* shall
      mean any person or entity that is controlling, controlled by or under common
      control with the named person or entity.





*“Agreement”* shall
      mean this Asset Purchase Agreement, including the exhibits and schedules
      hereto.





*“Assumed
      Contracts”* shall
      have the meaning set forth in Section 1.2(d).





*“Buyer”* shall
      have the meaning set forth in the preamble to this Agreement.





*“Buyer’s
      Proration Amount”* shall
      have the meaning set forth in Section 5.2.





27


*“Business
      Day”* whether
      or not capitalized, shall mean every day of the week excluding Saturdays,
      Sundays and Federal holidays.





*“Claimant”* shall
      have the meaning set forth in Section 16.3(a).





*“Closing”* shall
      have the meaning set forth in Section 1.1.





*“Closing
      Date”* shall
      mean the date on which the Closing is completed.





*“Contracts”* shall
      mean the contracts, agreements, including employment agreements, commitments
      and
      understandings of Seller or to which Seller is a party, relating to the conduct
      of the business and operation of the Station.





*“Effective
      Time”* shall
      mean 12:01 a.m., local Winchester, Nevada time, on the Closing
      Date.





*“Environmental
      Laws”* shall
      mean any applicable federal, state or local law, statute, charter, ordinance,
      rule or regulation or any governmental agency interpretation, policy or
      guidance, and any FCC authorization, order, directive, court ruling or order
      or
      consent decree applicable to or affecting the Real Property.





*“ERISA”* shall
      have the meaning set forth in Section 7.8(c).





*“Excluded
      Assets”* shall
      have the meaning set forth in Section 1.3.





*“FCC”* shall
      mean the Federal Communications Commission.





*“FCC
      Application”* shall
      mean the application or applications (FCC Form 314) that Seller and Buyer must
      file with the FCC requesting its consent to the assignment of the Permit or
      License.





*“FCC
      Consent”* shall
      mean the action by the FCC granting the FCC Application.





*“Final
      Order”* shall
      mean action by the FCC (i) which has not been vacated, reversed, stayed, set
      aside, annulled or suspended, (ii) with respect to which no timely appeal,
      request for stay or petition for rehearing, reconsideration or review by any
      party or by the FCC on its own motion, is pending, and (iii) as to which the
      time for filing any such appeal, request, petition, or similar document or
      for
      the reconsideration or review by the FCC on its own motion under the
      Communications Act of 1934, as amended, and the rules and regulations of the
      Commission, has expired.





*“First
      Additional Deposit”* shall
      have the meaning set forth in Section 2.2.





“ *Hazardous
      Substance* ”
shall
      have the meaning set forth in Section 7.13.





28


“ *Hazardous
      Waste* ”
shall
      have the meaning set forth in Section 7.13.





*“Indemnitor”* shall
      have the meaning set forth in Section 16.3(a).





*“Intellectual
      Property”* shall
      have the meaning set forth in Section 7.9.





“ *License* ”
shall
      have the meaning set forth in the Recitals to this Agreement.





*“License
      Application”* shall
      have the meaning set forth in the Recitals to this Agreement.





*“Liens”* shall
      mean mortgages, deeds of trust, liens, pledges, collateral assignments, security
      interests, leases, subleases, conditional sales agreements, easements,
      covenants, encroachments, encumbrances, restrictions, charges or other defects
      of title.





*“LS&L”* shall
      have the meaning set forth in Section 1.1.





*“Notice
      of Disagreement”* shall
      have the meaning set forth in Section 5.2.





*“Option
      Agreement”* shall
      have the meaning set forth in the Recitals to this Agreement.





*“Option
      Payment”* shall
      have the meaning set forth in the Recitals to this Agreement.





*“Permit”* shall
      have the meaning set forth in the Recitals to this Agreement.





*“Personal
      Property”* shall
      have the meaning set forth in Section 1.2(c).





*“Phase
      I Report”* shall
      have the meaning set forth in Section 10.7.





*“Phase
      II Report”* shall
      have the meaning set forth in Section 10.7.





*“Preliminary
      Proration Schedule”* shall
      have the meaning set forth in Section 5.2.





*“Prime
      Rate”* shall
      mean a per annum rate equal to the “prime rate” as published in the Money Rates
      column of the Eastern Edition of The
      Wall Street Journal (or the
      average of such rates if more than one rate is indicated).





*“Proration
      Schedule”* shall
      have the meaning set forth in Section 5.2.





*“Purchase
      Price”* shall
      have the meaning set forth in Section 2.1(a).





29


*“Real
      Property”* shall
      have the meaning set forth in Section 1.2(b).





*“Referee”* shall
      have the meaning set forth in Section 5.2.





*“Second
      Additional Deposit”* shall
      have the meaning set forth in Section 2.2.





*“Seller”* shall
      have the meaning set forth in the preamble to this Agreement.





*“Station”* shall
      have the meaning set forth in the Recitals to this Agreement..





*“Station
      Assets”* shall
      have the meaning set forth in Section 1.2.





30




**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have caused this Agreement to be duly executed as of the date
      first written above.





**KDWN
              LICENSE LIMITED PARTNERSHIP**By:
            /s/
              Caroline BeasleyName:
              Caroline BeasleyTitle:Managing
              Member




**BEASLEY
              FM
              ACQUISITION CORP.**By:
            /s/
              Caroline BeasleyName:
              Caroline BeasleyTitle:President





**AM
              RADIO
              790, INC.**By:
            /s/
              E.
              Morgan Skinner, Jr.Name:E.
              Morgan Skinner, Jr.Title:
              President




31








**SCHEDULES**





Schedules








Schedule
                1.2(a)
            Station
                Licenses and PermitsSchedule
                1.2(b)
            Real
                PropertySchedule
                1.2(c)
            Personal
                PropertySchedule
                1.2(d)
            Assumed
                ContractsSchedule
                1.2(e)
            Intangible
                PropertySchedule
                2.2
            Obligations
                to U.S. Capital, Inc.Schedule
                7.12
            Outstanding
                UCC FilingsSchedule
                11.6
            Transmitter
                Site Obligations








32





**SCHEDULE
      1.1(a)**


**Station
      Licenses and Permits**





Station
      KBET FCC Authorizations


Construction
      Permit File No. BMP-20060105ACO, granted 2/13/2006


Program
      Test Authority File No. BPTA-20060711ADI, granted 11/1/1006


License
      to Cover, File No. BL-20060714ACX (pending)


Application
      for Modification (Augmentation) of Construction Permit, File No.
      BMP- 20061101AEG
      (pending)





“License
      for Four AM Radio Towers,” dated October 10, 2005, between the United States Department
      of the Interior and AM Radio 790, Inc.




33





**SCHEDULE
      1.2(b)**


**Real
      Property**





“License
      for Four AM Radio Towers,” dated October 10, 2005, between the United States Department
      of the Interior and AM Radio 790, Inc.





Liens


U.S.
      Capital, Inc.


Dan
      J.
      Alpert


Paragon
      Advertising and Communication, Inc.





40
 34





**SCHEDULE
      1.2(c)**


**Personal
      Property**








4
              195’
                  Steel Towers painted per BoR color
                  recommendation


4
              Guyed
                  & anchored. Engineered to withstand 90-mph
                  top-winds


4
            Each
                tower top-loaded with 19.6-degree of upper-most guy
                cables.


4
              Each
                  tower surrounded by 120 equally spaced #8 awg. Copper ground radials
                  311’
                  in length


4
              Antenna
                  Tuning Boxes w/components


1,080’
            Transmission
                Line (Andrews 1⁄2”)


1,560’
            Sample
                Lines (Andrews 1⁄2”)


4
            Security
                fences 6’ w/security wire 15’ from base of each tower


1
            Sine
                Systems RFC-1/B
                Remote Facilities


1
              Orban
                  AM9200U Audio Processor


1
              Belar
                  AMM-3 Modulation Monitor


1
              Nautel
                  -Jazz Series J1000


1
              Equipment
                  rack - Mid-Atlantic


2
              4-Tower
                  Phasor, Bill Sitzman, PE
                  -Design


1
              4-tower
                  Potomac Phase Monitor, Model
                  19


1
            Kintronics
                Phasor controller


1
            Tellular
                Wireless Phone w/Sprint wireless
                service


1
              Secure
                  (12’x18’) Air Conditioned
                  Building


1
              2
                  1/2 ton A/C unit


1
              Perimeter
                  fence - Tortoise Exclusion fence with 3-strandnon-barbed
                  wire w/steel posts





35


**SCHEDULE
      1.2(d)**


**Assumed
      Contracts**






“Affiliation
      Agreement” between Westwood One Radio Networks and AM Radio 790, Inc., dated
      October 13, 2004, and “Rider” to Affiliation Agreement, dated October 13,
      2005.









36





**SCHEDULE
      1.2(e)**


**Intangible
      Property**





Call
      Letters “KBET”







37





**SCHEDULE
      2.2**


**Obligations
      to U.S. Capital**





Creditor:
            US
                Capital, Inc. - $603,500.Creditor:
            US
                Capital, Inc. - $750,000












38


**SCHEDULE
      7.2**


**Outstanding
      UCC Filings**





U.S.
      Capital, Inc.


Dan
      J.
      Alpert


Paragon
      Advertising and Communication, Inc.









39





**SCHEDULE
      11.6**


**Transmitter
      Site Obligations**





Prior
      to
      Closing, Seller shall have completed the following at the Station’s transmitter
      site:





1.
              Install
                  appropriate fencing around tower bases to prevent public
                  access.


2.
              Post
                  RF warning signs around perimeter fence and transmitter building
                  as
                  required by FCC and OSHA
                  rules.


3.
              Install
                  air conditioning system at transmitter
                  building.


4.
              Replace
                  stolen items including phasor controller, Tellular Cellular Remote
                  interface, and Common point
                  meter.


5.
              Connect
                  ATU relay controls.


.






40