Exhibit 10.16

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT(this
"Amendment"), is made as of January 9th, 2003, by and among BIG CITY RADIO, INC., a Delaware corporation
("BCR"), BIG CITY RADIO-CHI, L.L.C., a Delaware limited liability company ("BCR License
Sub"; BCR, together with BCR License Sub, "Seller"), and HBC ILLINOIS, INC., a Delaware corporation
("Purchaser").

WHEREAS,Seller and Purchaser are parties to that certain Asset Purchase Agreement dated as of January 2, 2003 (the
"Purchase Agreement"), pursuant to which Purchaser will acquire from Seller the Purchased Assets and Purchaser will assume the obligations of Seller
under the Assumed Contract, all subject to the terms and conditions set forth in the Purchase Agreement;

WHEREAS,simultaneously with the execution and delivery of this Amendment, BCR License Sub and Purchaser are entering into a Time
Brokerage Agreement pursuant to which BCR License Sub will retain Purchaser to provide programming and related services for the Station;

WHEREAS,in connection with the execution and delivery of the Time Brokerage Agreement, Purchaser and Seller desire to make certain
modifications to the Purchase Agreement; and

WHEREAS,all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase
Agreement.

NOW, THEREFORE,in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as
follows:

1.Section 3.5.1,Section 3.5.2and Section 3.5.3of the Purchase Agreement are hereby amended by adding the
phrase "Subject to the terms and conditions of the Time Brokerage
Agreement" at the beginning of the first sentence of each such Section.

2.Section 6.6of the Purchase Agreement is hereby amended by adding the phrase "Subject to the terms and conditions
of the Time Brokerage Agreement and the obligations of the parties thereunder" at the beginning of the first sentence of such Section.

3.Section 6.7of the Purchase Agreement is hereby amended by adding the phrase ", except as contemplated by the Time
Brokerage Agreement" at the end of such Section.

4.Article 6of the Purchase Agreement is hereby amended by adding Section 6.10, the text of which reads as follows:

"6.10. Time
Brokerage Agreement.



5.Section 10.1of the Purchase Agreement is hereby amended by adding Section 10.1.5andSection 10.1.6, the
text of which read as follows:



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6.Annex Iof the Purchase Agreement is hereby amended by adding the definition for "Time Brokerage
Agreement", the text of which reads as follows:

"Time Brokerage Agreement" shall mean the Time Brokerage Agreement between BCR License Sub and Purchaser dated as of January 10,
2003."

7.    Except
as expressly modified hereby, all other terms and conditions of the Purchase Agreement shall remain in full force and effect in accordance with their terms.

8.    This
Amendment 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.

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IN
WITNESS WHEREOF, each of the parties hereto has caused this First Amendment to Asset Purchase Agreement to be executed as of the date first written above.

| |  | BIG CITY RADIO, INC.      
| |  | --------------------------
| |  | By:                       
| |  | Name:                     
| |  | Title:                    
| |  | BIG CITY RADIO-CHI, L.L.C.
| |  | By:                       
| |  | By:                       
| |  | Name:                     
| |  | Title:                    
| |  | HBC ILLINOIS, INC.        
| |  | By:                       
| |  |                           
| |  | Name:                     
| |  |                           
| |  | Title:                    
| |  |                           

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