**Exhibit10.16****FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER**     THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), is datedas of May 5, 2006, among COCONUT PALM ACQUISITION CORP., a Delaware corporation (“CoconutPalm”), EQUITY BROADCASTING CORPORATION, an Arkansas corporation (“EBC”) and certainshareholders of EBC who are signatories to this Amendment (collectively, the “Major EBCShareholders”). All terms not defined herein shall have the meaning ascribed to them in theAgreement and Plan of Merger which is referenced below.**RECITALS**     **WHERERAS**, Coconut Palm, EBC and the Major EBC Shareholders entered into that certain Agreementand Plan of Merger dated as of April 7, 2006 (the “Merger Agreement”), pursuant to whichEBC will merge with and into Coconut Palm with Coconut Palm being the surviving corporation; and     **WHEREAS**, the parties desire to extend the Due Diligence Termination Date and clarify certainother provisions of the Merger Agreement as provided below;     **NOW, THEREFORE**, in consideration of the mutual premises set forth herein, and for other goodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto hereby agree as follows:**TERMS OF AMENDMENT**     1. Amendment of Section 2.01(a)(iii); Conversion of Securities. Section 2.01(a)(iii)of the Merger Agreement is amended by replacing the phrase “. . . (and each Affiliate thereof whichare signatories to this Agreement, (collectively, “Sycamore”)), . . .” with “. . .(and each Affiliate thereof, or other party whose signature is subscribed by John R. Whitman, whichare signatories to this Agreement (collectively, “Sycamore”)), . . .”     2. Amendment of Section 2.01(d); Percentage Ownership of Coconut Palm Common Stock.The parties hereby agree that the reference to “approximately 67.52%” in Section 2.01(d) of theMerger Agreement is amended and restated to read “approximately 67.03%”.     3. Amendment of Section 3.03(b); Capitalization; Shareholders; Books and Records.Section 3.03(b) of the Merger Agreement is amended by replacing “13,131,999” (in each instance)with “13,101,999”.     4. Amendment of Section 3.03(d); Capitalization; Shareholders; Books and Records:Section 3.03(d) of the Merger Agreement is amended and restated in its entirety to read as follows:     ”(d) As of the date of this Agreement and as of the Closing Date, the aggregateIndebtedness of EBC and the Subsidiaries shall not exceed $62,000,000.00, subject toincrease in accordance with the provisions of Section 7.02(s) (“EBCMaximum Indebtedness”).”
 

 
     5. Amendment of Section 6.12(h); Indemnification — EBC Shareholder Representative.Section 6.12(h) of the Merger Agreement is amended by replacing the name “John Whitmore”with “John R. Whitman”.     6. Amendment of Section 6.16; Due Diligence Review. The parties hereby agree that thereference to “four (4) weeks” in the first clause of the first sentence of Section 6.16 of theMerger Agreement is amended and restated to read “five (5) weeks”. Provided that for purposes ofSection 7.02(n) hereof, the foregoing change from four (4) weeks to five (5) weeks shall not apply.     7. Amendment of Section 7.02; Conditions to the Obligations of Coconut Palm — EBCIndebtedness:(s) EBC Indebtedness. The total EBC Closing Date Indebtedness of EBC asreflected on a balance sheet of EBC dated as of the date prior to the Closing,certified by the chief financial officer of EBC (the “Closing BalanceSheet”), shall be no more than the EBC Maximum Indebtedness; provided however,that in the event (i) EBC shall not have sold or transferred one or both (or anyportion) of its TV stations WBMM and KPOU and one or both (or any portion) of suchTV stations remain as assets of EBC which are freely transferable (subject only tocustomary approvals including from the FCC and presently existing third partylenders), or (ii) EBC has entered into a binding written agreement with a thirdparty providing for the sale of one or both (or any portion) of its TV stations WBMMand KPOU (subject only to customary approvals including from the FCC and presentlyexisting third party lenders), and the collective net sale price of such TV stationsas provided in the related sales agreement(s) is not less than (a) $15,683,400 withrespect to KPOU (excluding the assets of EBC Boise, Inc. and EBC Pocatello, Inc.),(b) $387,000 with respect to the assets of EBC Boise, Inc., (c) $387,000 withrespect to the assets of EBC Pocatello, Inc., and (d) $1,542,600 with respect toWBMM, then the EBC Maximum Indebtedness shall be increased by the following amounts:(1) $10,455,600, in the event that the conditions of either of clause (i) or (ii)above are satisfied with respect to KPOU (excluding the assets of EBC Boise, Inc.and EBC Pocatello, Inc.); (2) $258,000, in the event that the conditions of eitherof clause (i) or (ii) above are satisfied with respect to the assets of EBC Boise,Inc.; (3) $258,000, in the event that the conditions of either of clause (i) or (ii)above are satisfied with respect to the assets of EBC Pocatello, Inc.; and (4)$1,028,000, in the event that the conditions of either of clause (i) or (ii) aboveare satisfied with respect to WBMM. The Closing Balance Sheet shall have beenprepared in accordance with GAAP, consistently applied, throughout the periodscovered thereby and present fairly in all material respects the financial conditionof EBC and its assets and liabilities as of such date; provided, that, the ClosingBalance Sheet shall be subject to normal year-end audit adjustments (which in theaggregate are not material) and omit footnotes and other presentation items whichare required by GAAP. The Closing Balance Sheet reflect all adjustments necessaryfor a fair presentation of the financial information contained therein, subject tothe exceptions from GAAP noted herein.
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     This Amendment shall form and be a part of the Merger Agreement. This Amendment shall modifythe Merger Agreement solely as to the terms which are expressly stated herein, and all other termsand conditions of the Merger Agreement shall remain in full force and effect. This Amendment maybe executed in one or more counterparts, each of which will be deemed an original and all of whichtogether will constitute one and the same instrument.[Signatures follow]
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     **IN WITNESS WHEREOF**, the parties have executed and delivered this Amendment on the date firstwritten above.      **COCONUT PALM ACQUISITION CORP.**