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                     AMENDMENT TO AGREEMENT OF SALE (O&O)
                     ------------------------------

          This Amendment (this "Amendment"), to that certain Agreement of Sale,
by and between the parties hereto, dated as of February __, 2000 (the
"Agreement"), is made as of this ___ day of December 2000, by and between the
Beasley FM Acquisition Corp., a Delaware corporation (the "Seller"), and Beasley
Family Towers, Inc., a Delaware corporation (the "Buyer").

                                  WITNESSETH:

          WHEREAS, Seller and Buyer entered into the Agreement whereby Buyer
purchased from Seller communications tower facilities used in the operation of
radio broadcast stations WMGV-FM, WUKS-FM and WAZZ-AM (each a "Tower" and
collectively the "Towers") and certain personal property belonging to Seller and
associated with the Towers;

          WHEREAS, Seller and Buyer desire to amend the Agreement in certain
respects to clarify the nature of the assets sold pursuant to the Agreement;

          NOW, THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Seller, intending to be
legally bound hereby, agree as follows:

          1.  The Purchase Price is hereby amended and restated as follows:

          Nine Hundred and Nine Thousand One Hundred and Seven Dollars
($909,107.00)

          2.  The Payments Prior To Maturity Date under the Purchase Note are
hereby amended and restated as follows:

          Six Thousand Nine Hundred and Twenty Three Dollars and Thirty Seven
Cents ($6,923.37)

          3.  The Monthly Rent Payment and the Rent Per Lease Year under the
Lease are hereby amended and restated as follows:

          Monthly Rent Payment          $ 6,923.37
          Rent Per Lease Year           $83,080.44

          4.  The first sentence under the section entitled "WMGV-FM" in Exhibit
A of the Lease is hereby amended and restated as follows:

          That certain one thousand twenty-four (1024) foot communications tower
situated on that certain tract of land more particularly described as follows:

          5.  The second sentence under the section entitled "WUKS-FM" in
Exhibit A of the Lease is hereby amended and restated as follows:

          Lying and being in Red Springs Township, Robeson County, North
Carolina, about 1.2 miles north of the Town of Red Springs, about 0.35 miles
southwest of the intersection of Secondary Road No. 1700 with Secondary Road No.
1806, 1546.6 feet northeast of the centerline intersection of Secondary Road No.
1806 with N.C. Highway No. 211, and on the northwest side of and adjoining soil
Secondary Road No. 1806.  Bounded on the southeast by Secondary Road No. 1806,
on the southwest by Building Red Springs, Inc., and on the northwest and
northeast by other lands of Frederick R. Keith, Jr. and Thomas J. Rogers, and
being more particularly described as follows:

          BEGINNING at an iron rod in the northwestern right-of-way (30 feet
from center) of soil Secondary Road No. 1806, said iron being the southwest
corner of the tract of which this is a part, and runs thence as the northwestern
right-of-way of said Secondary Road No. 1806, North 72 degrees 25 minutes East
413.50 feet to an iron rod; thence as a new line, North 17 degrees 28 minutes
West 364.63 feet to an iron rod; thence as another new line, South 72 degrees 25
minutes West 413.50 feet to an iron rod in the southwestern line of the tract of
which this is a part; thence as the original southwestern line, South 17 degree
28 minutes East 364.63 feet to the BEGINNING, containing 3.46 acres as shown on
a map entitled "PROPERTY OF RADIO
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STATION WYRU," prepared by George T. Paris, RLS, dated May 11, 1977, and being a
portion of a 10.5 acre tract of land conveyed from K and R Broadcasting
Corporation to Frederick R. Keith, Jr. and Thomas J. Rogers by deed dated August
28, 1969, and recorded in Deed Book 17-K, page 186, Robeson County Registry.

          6.  The last sentence under the section entitled "WAZZ-AM" in Exhibit
A of the Lease is hereby amended and restated as follows:

          The real property conveyed hereunder shall be exclusive of the
building which is located on the WAZZ-AM Tower Site and used as a studio for
radio broadcast stations WAZZ-AM and WFLB-FM, but shall be inclusive of the
transmitter building situated near the base of the WAZZ-AM Tower on the WAZZ-AM
Tower Site.

          7.  Except as expressly provided herein, the Agreement shall continue
to be, and shall remain, in full force and effect. Except as expressly provided
herein, this Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Agreement.

          8.  For the convenience of the parties, this Amendment may be executed
in one or more counterparts, each of which shall be deemed an original for all
purposes.

          9.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NORTH CAROLINA.

                           [Signature page follows]

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          IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound,
have caused this Amendment to be duly executed on the day and year first written
above.

                              SELLER:

                              BEASLEY FM ACQUISITION CORP.

                              By:  ____________________________________
                                   Name:  George G. Beasley
                                   Title: Chief Executive Officer

                              BUYER:

                              BEASLEY FAMILY TOWERS, INC.

                              BY:  ____________________________________
                                   Name:  B. Caroline Beasley
                                   Title: Secretary

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