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Amendment To Agreement - BEASLEY BROADCAST GROUP INC - 2-16-2001

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Amendment To Agreement - BEASLEY BROADCAST GROUP INC - 2-16-2001 Powered By Docstoc
					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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Radio, Inc., 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 a communications tower facility used in the operation of radio broadcast station WWCN-AM (the "Tower"), and certain personal property belonging to Seller and associated with the Tower; 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 text of Exhibit A of the Lease is hereby amended and restated as follows: That certain communications tower used in the operation of WWCN-AM situated on that certain tract of land more particularly described as follows: Land situate, lying and being in Charlotte County, Florida, viz: The Northwest 1/4 of southeast 1/4 of Section 31, Township 42 South Range 25 East, said lands lying and being in Charlotte County, Florida. 2. 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. 3. 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. 4. 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 FLORIDA. [Signature page follows]

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 RADIO, INC. BY: ___________________________________ Name: George G. Beasley Title: Chief Executive Officer

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 RADIO, INC. BY: ___________________________________ Name: George G. Beasley Title: Chief Executive Officer BUYER: BEASLEY FAMILY TOWERS, INC. BY: ____________________________________ Name: B. Caroline Beasley Title: Secretary 2 AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Radio, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WWCN-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interests obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 5. Section 2.01(b) of the Lease is hereby deleted. 6. The second sentence of Section 3.01(b) of the Lease is hereby deleted. 7. Section 7.01 of the Lease is amended and restated as follows: 7.01. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. 8. Section 8.01 of the Lease is amended and restated as follows: 8.01 During Term of Lease.

AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Radio, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WWCN-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interests obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 5. Section 2.01(b) of the Lease is hereby deleted. 6. The second sentence of Section 3.01(b) of the Lease is hereby deleted. 7. Section 7.01 of the Lease is amended and restated as follows: 7.01. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. 8. Section 8.01 of the Lease is amended and restated as follows: 8.01 During Term of Lease. (a) Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Towers. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to 3

avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. (b) Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry

avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. (b) Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, and the Tower Site, or the prevention of interference with Lessor or any other user of the Towers or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. (c) With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Tower, and the Tower Site, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing the property and equipment of Lessee which Lessee has failed to properly maintain. (d) No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the event of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. 4

(e) With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Tower (including any ascension of the Tower), or in or about the Tower Site, Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. (f) All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Site. (g) Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be

(e) With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Tower (including any ascension of the Tower), or in or about the Tower Site, Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. (f) All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Site. (g) Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease. (h) In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. 9. Sections 14.03 and 14.04 of the Lease are amended and restated as follows: 14.03 Insurance on the Tower. Lessee shall procure and maintain physical damage insurance on the Tower and any building on the Tower Site used or leased by Lessee pursuant to this Lease in an amount sufficient to repair or replace the Tower and any such building with such coverage to be on an "All Risks" basis, including, without limitation, coverage for the perils of fire, lightning, windstorm, hall, flood, earthquake, collapse, explosion, 5

aircraft and vehicle damage, vandalism, and malicious mischief. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. 14.04 Tower Damage. In the event that the Tower is destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower as required of Lessor under this Section 14.04. If the Tower is in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee an alternative tower

aircraft and vehicle damage, vandalism, and malicious mischief. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. 14.04 Tower Damage. In the event that the Tower is destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower as required of Lessor under this Section 14.04. If the Tower is in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee an alternative tower if available, during such reconstruction/repair period. If such tower on the Tower Site is not available, then Lessee shall be responsible for procuring its own alternative tower. No monetary or other rental shall be due pursuant to the terms of this Lease for such time as Lessee is unable to conduct its broadcasting activities on the Tower without significant diminution of signal quality as a result of such total or partial destruction or damage or need of repair, and Lessor shall refund to Lessee any rent paid in advance for such time. Should Lessor not either (a) inform Lessee in writing within ninety (90) days of the date of destruction of Lessor's intent to replace the Tower or (b) replace the Tower within one (1) year if Lessor has provided the notice described in clause (a) above, of the date of destruction, or repair the same within such shorter time period after the casualty as may be reasonable, then Lessee, upon thirty (30) days' written notice to Lessor, may terminate this Lease, provided if Lessor has provided the notice described in clause (a) above, Lessee must make such election within one hundred twenty (120) days prior to the expiration of said repair or replacement period. Lessee agrees that it shall maintain adequate business interruption insurance at all times during the term of this Lease to adequately protect it from any interruption of signal activities due to damage to the Tower (including costs of reinstallation of its equipment and lines), and Lessor shall have no liability on account of such business interruption or reinstallation costs due to damage or destruction under this paragraph. 10. Section 15(a) of the Lease is hereby restated as follows: 15. Eminent Domain. (a) In the event that the Tower Site (or any portion of the Tower Site necessary for the Tower, guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower as a replacement for the Tower on the condemned property, 6

Lessor agrees to lease to Lessee the new tower on terms reasonably equivalent to the terms of this Lease. (b) In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. 11. Section 21.10 of the Lease is hereby restated as follows: 21.10 Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Tower, or Tower Site, or for any loss or damage to

Lessor agrees to lease to Lessee the new tower on terms reasonably equivalent to the terms of this Lease. (b) In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. 11. Section 21.10 of the Lease is hereby restated as follows: 21.10 Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Tower, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages sustained by Lessee. 12. Exhibit B of the Lease is amended and restated as follows: That certain tract of land more particularly described as follows: Land situate, lying and being in Charlotte County, Florida, viz: The Northwest 1/4 of southeast 1/4 of Section 31, Township 42 South Range 25 East, said lands lying and being in Charlotte County, Florida. 7

13. Exhibit C of the Lease is hereby deleted. 14. Except as expressly provided herein, the Lease 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 Lease. 15. 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. 16. 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 FLORIDA. [Signature page follows] 8

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. LESSOR:

13. Exhibit C of the Lease is hereby deleted. 14. Except as expressly provided herein, the Lease 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 Lease. 15. 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. 16. 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 FLORIDA. [Signature page follows] 8

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY RADIO, INC. BY: ________________________________ Name: George G. Beasley Title: Chief Executive Officer 9 AGREEMENT OF SALE (O&L) This Agreement of Sale (the "Agreement") is made this ___ day of February, 2000, between Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller"), and Beasley Family Towers Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns two (2) communications towers used in the operation of radio broadcast station WGAC-AM (the "______ Tower" and the "______ Tower", and collectively called herein the "Towers"), the ______ Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "______ Tower Site"), and the ______ Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "______ Tower Site", and together with the ______ Tower Site, collectively called herein the "Tower Sites"), the ______ Tower and the ______ Tower Site are more particularly described on Exhibit A attached hereto and the ______ Tower and the ______ Tower Site are more particularly described on Exhibit B attached hereto; WHEREAS, Seller desires to sell and Buyer desires to purchase the Towers and certain personal property belonging to Seller and associated with the Tower Sites;

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY RADIO, INC. BY: ________________________________ Name: George G. Beasley Title: Chief Executive Officer 9 AGREEMENT OF SALE (O&L) This Agreement of Sale (the "Agreement") is made this ___ day of February, 2000, between Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller"), and Beasley Family Towers Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns two (2) communications towers used in the operation of radio broadcast station WGAC-AM (the "______ Tower" and the "______ Tower", and collectively called herein the "Towers"), the ______ Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "______ Tower Site"), and the ______ Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "______ Tower Site", and together with the ______ Tower Site, collectively called herein the "Tower Sites"), the ______ Tower and the ______ Tower Site are more particularly described on Exhibit A attached hereto and the ______ Tower and the ______ Tower Site are more particularly described on Exhibit B attached hereto; WHEREAS, Seller desires to sell and Buyer desires to purchase the Towers and certain personal property belonging to Seller and associated with the Tower Sites; 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, the Parties, intending to be legally bound hereby, agree as follows: 1. Agreement to Sell and Purchase. Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from Seller, the following assets upon the terms and conditions contained herein (collectively, the "Assets"): (a) The Towers; and (b) The ground lease for each of the Tower Sites (the "Ground Leases"), such Ground Leases attached as Exhibit C hereto and incorporated herein. 2. Assumption of Liabilities (a) Upon the terms and subject to the conditions contained herein, Buyer shall assume and become responsible

AGREEMENT OF SALE (O&L) This Agreement of Sale (the "Agreement") is made this ___ day of February, 2000, between Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller"), and Beasley Family Towers Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns two (2) communications towers used in the operation of radio broadcast station WGAC-AM (the "______ Tower" and the "______ Tower", and collectively called herein the "Towers"), the ______ Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "______ Tower Site"), and the ______ Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "______ Tower Site", and together with the ______ Tower Site, collectively called herein the "Tower Sites"), the ______ Tower and the ______ Tower Site are more particularly described on Exhibit A attached hereto and the ______ Tower and the ______ Tower Site are more particularly described on Exhibit B attached hereto; WHEREAS, Seller desires to sell and Buyer desires to purchase the Towers and certain personal property belonging to Seller and associated with the Tower Sites; 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, the Parties, intending to be legally bound hereby, agree as follows: 1. Agreement to Sell and Purchase. Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from Seller, the following assets upon the terms and conditions contained herein (collectively, the "Assets"): (a) The Towers; and (b) The ground lease for each of the Tower Sites (the "Ground Leases"), such Ground Leases attached as Exhibit C hereto and incorporated herein. 2. Assumption of Liabilities (a) Upon the terms and subject to the conditions contained herein, Buyer shall assume and become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time"), under the Ground Leases, and with respect to the ownership of the Towers, and the operation of the business relating to the Assets (collectively, the "Assumed Liabilities"). (b) Subject to the provisions of Section 13 hereof, it is understood and agreed that all liabilities to third parties relating to the Assets that arise out of any act, event, or transaction of Seller or the ownership of the Assets or the operation of the business relating to the

Assets prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and subject to Section 13 hereof Seller shall and hereby agrees to satisfy in due course all such Retained Liabilities, and Seller shall protect and forever hold Buyer harmless from all claims with respect to such Retained Liabilities. Subject to the provisions of Section 13 hereof, it is understood and agreed that all liabilities relating to the Assets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to Section 13 hereof Buyer shall protect and forever hold Seller harmless from all claims with respect to such Assumed Liabilities.

Assets prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and subject to Section 13 hereof Seller shall and hereby agrees to satisfy in due course all such Retained Liabilities, and Seller shall protect and forever hold Buyer harmless from all claims with respect to such Retained Liabilities. Subject to the provisions of Section 13 hereof, it is understood and agreed that all liabilities relating to the Assets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to Section 13 hereof Buyer shall protect and forever hold Seller harmless from all claims with respect to such Assumed Liabilities. 3. Purchase Price. (a) The purchase price for the Assets shall be the amount of Five Hundred Eighty Eight Thousand Eight Hundred Seventeen Dollars ($588,817.00) (the "Purchase Price"). The Purchase Price shall be adjusted at the Closing by the amount of any prorations derived by operation of Section 6 hereof, and for any other normal income and expense items related to the operation of the Tower Sites as of 12:01 am on the day on which the Closing occurs. The Purchase Price shall be allocated among the Assets in accordance with Section 3(b). (b) Buyer and Seller agree to allocate the aggregate of the Purchase Price, the Assumed Liabilities and other relevant items among the Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). Buyer and Seller will each report the federal, state, and local and other tax consequences of the purchase and sale contemplated hereby (including the filing of IRS Form 8594) in a manner consistent with such allocation. 4. Delivery of Purchase Price. (a) The Purchase Price shall be payable at Closing (as defined in Section 8 below) in the manner set forth in Section 4(b). (b) As payment of the Purchase, Price Buyer shall deliver to Seller at Closing an unsecured promissory note of Buyer in the aggregate principal amount of Five Hundred Eighty Eight Thousand Eight Hundred Seventeen Dollars ($588,817.00), substantially in the form of Exhibit D (the "Purchase Note"). 5. Transfer of Assets. (a) Transfer of ownership of the Towers and assumption of the Assumed Liabilities (except for the Ground Leases, which shall be transferred according to Section 5(c) below) pursuant to Section 2 hereof shall be pursuant to the Assignment, Bill of Sale and Assumption Agreement from the Seller to Buyer in the form of Exhibit E attached hereto and incorporated herein (the "Assignment, Bill of Sale and Assumption Agreement"). 2

(b) The Assets shall be transferred to Buyer free and clear of all liens, encumbrances other than Permitted Encumbrances, if any. "Permitted Encumbrances" shall mean: (i) encumbrances for taxes, assessments, or governmental charges or levies which are not yet due and payable, or that, subject to adequate security for payment, are being contested; (ii) existing building restrictions, ordinances, easements of roads, privileges, or rights of public service companies or other rights of way, other restrictions or conditions of record, if any or other encumbrances disclosed in this Agreement (including the Exhibits attached hereto); (iii) easements, rights of way or other encumbrances that do not have a material adverse effect on the Assets or the operation of the business relating to the Assets as currently operated; (iv) encumbrances imposed by law, such as materialmen's, mechanic's, carrier's, workmen's, or repairmen's liens or other similar encumbrances attaching in the ordinary course of business or securing obligations that are not overdue; (v) encumbrances securing indebtedness, which will be removed prior to or at the Closing; and (vi) encumbrances pursuant to contracts and leases to be assumed by Buyer pursuant to Section 2. (c) Assumption of the Ground Leases pursuant to Section 2 hereof shall be pursuant to the Ground Leases

(b) The Assets shall be transferred to Buyer free and clear of all liens, encumbrances other than Permitted Encumbrances, if any. "Permitted Encumbrances" shall mean: (i) encumbrances for taxes, assessments, or governmental charges or levies which are not yet due and payable, or that, subject to adequate security for payment, are being contested; (ii) existing building restrictions, ordinances, easements of roads, privileges, or rights of public service companies or other rights of way, other restrictions or conditions of record, if any or other encumbrances disclosed in this Agreement (including the Exhibits attached hereto); (iii) easements, rights of way or other encumbrances that do not have a material adverse effect on the Assets or the operation of the business relating to the Assets as currently operated; (iv) encumbrances imposed by law, such as materialmen's, mechanic's, carrier's, workmen's, or repairmen's liens or other similar encumbrances attaching in the ordinary course of business or securing obligations that are not overdue; (v) encumbrances securing indebtedness, which will be removed prior to or at the Closing; and (vi) encumbrances pursuant to contracts and leases to be assumed by Buyer pursuant to Section 2. (c) Assumption of the Ground Leases pursuant to Section 2 hereof shall be pursuant to the Ground Leases Assignment and Assumption Agreement from Seller to Buyer in the form of Exhibit F attached hereto and incorporated herein (the "Ground Leases Assignment and Assumption Agreement"). 6. Apportionment of Real Estate Taxes, Rent, Utilities. (a) Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be apportioned between the parties to reflect the principle that all expenses and income arising from the operation of the Assets up through the Adjustment Time shall be for the account of Seller, and all expenses and income arising from the operation of the business relating to the Assets acquired by Buyer after the Adjustment Time shall be for the account of Buyer. (b) As soon as practicable following the Closing Date, or at such other time as the parties agree, Buyer shall deliver to Seller a certificate from Buyer which sets forth as of the Adjustment Time, all adjustments to be made as provided in Section 6(a) above (the "Buyer's Certificate"). Buyer shall provide Seller or its representatives access to copies of such portions of books and records Seller may reasonably request solely for the purposes of verifying such adjustments. The Buyer's Certificate shall be final and conclusive unless objected to by Seller in writing within ninety (90) days after delivery. Buyer and Seller shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within thirty (30) days after receipt of such written objection, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. (c) In the event of a disagreement between Buyer and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Buyer and Seller shall be the final arbiter of such disagreement. (d) Any amounts due for the adjustments provided for herein shall be paid within thirty (30) business days after final determination. 3 7. Expenses. All costs and expenses incurred by the Parties in this transaction, including, but not limited to attorneys' fees, shall be paid by the party incurring them. 8. Closing; Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree

7. Expenses. All costs and expenses incurred by the Parties in this transaction, including, but not limited to attorneys' fees, shall be paid by the party incurring them. 8. Closing; Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b) above, and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof. 9. Closing Deliveries. (a) At Closing, Seller shall execute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Assignment, Bill of Sale and Assumption Agreement; (ii) The Ground Leases Assignment and Assumption Agreement; 4

(iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to the effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) A lease agreement, by and between Buyer as lessor, and Seller, as lessee, substantially in the form of Exhibit G (the "Lease Agreement"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and the transactions contemplated herein;

(iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to the effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) A lease agreement, by and between Buyer as lessor, and Seller, as lessee, substantially in the form of Exhibit G (the "Lease Agreement"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and the transactions contemplated herein; (ii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) A lease agreement, by and between Buyer as lessor, and Seller, as lessee, substantially in the form of Exhibit G (the "Lease Agreement"); (v) The Assignment, Bill of Sale and Assumption Agreement; and (vi) The Ground Leases Assignment and Assumption Agreement. (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller agree that such other documents as may be legally necessary or appropriate to carry out the terms of this Agreement or as reasonably requested by the other party shall be executed and delivered by the appropriate party at Closing. 5 10. Representations and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows: (a) Seller has good and marketable title to the Towers, and the Assets are free and clear of liens, encumbrances, restrictions and security interests other than Permitted Encumbrances. (b) Seller has full power and authority to execute and deliver this Agreement and Seller's Closing Documents, and to perform its obligations hereunder and thereunder. (c) This Agreement and Seller's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their terms. (d) The sale of the Assets shall not materially conflict with, or result in, a breach of the terms of any agreements or instruments to which the Seller is a party which would result in the creation or imposition of any lien, charge or encumbrance on, or give to others any interest in or right to, any of the Assets. (e) Seller has paid or will pay, at or prior to Closing, all outstanding obligations for utilities and taxes through the Closing Date, except for such items as are covered by the proration of items of income and expense as set forth in Section 6 hereof.

10. Representations and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows: (a) Seller has good and marketable title to the Towers, and the Assets are free and clear of liens, encumbrances, restrictions and security interests other than Permitted Encumbrances. (b) Seller has full power and authority to execute and deliver this Agreement and Seller's Closing Documents, and to perform its obligations hereunder and thereunder. (c) This Agreement and Seller's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their terms. (d) The sale of the Assets shall not materially conflict with, or result in, a breach of the terms of any agreements or instruments to which the Seller is a party which would result in the creation or imposition of any lien, charge or encumbrance on, or give to others any interest in or right to, any of the Assets. (e) Seller has paid or will pay, at or prior to Closing, all outstanding obligations for utilities and taxes through the Closing Date, except for such items as are covered by the proration of items of income and expense as set forth in Section 6 hereof. (f) No third-party authorization or approval of, or filing with, any person, entity, or authority will be required in connection with the execution and delivery of this Agreement or the transactions contemplated by this Agreement. (g) Assuming all consents and approvals required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Seller's compliance with, the terms and provisions of this Agreement will conflict with, or result in, a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Seller, or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Seller is subject or any material agreement or contract to which Seller is a party or to which it is subject, or constitute a material default thereunder. (h) Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 6 11. Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows: (a) Buyer has full power and authority to execute and deliver this Agreement and Buyer's Closing Documents, and to perform its respective obligations hereunder and thereunder. (b) This Agreement and Buyer's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Buyer enforceable against Buyer, in accordance with their terms. (c) Assuming all consents and approvals required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Buyer's compliance with, the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Buyer or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Buyer is subject or any material agreement or contract to which Buyer is a party or to which it is subject, or constitute a material default thereunder. (d) Buyer acknowledges that the Towers are located on land which is leased and subject to the Ground Leases. Buyer acknowledges that it has received a copy of the Ground Leases and that there are no assurances that such

11. Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows: (a) Buyer has full power and authority to execute and deliver this Agreement and Buyer's Closing Documents, and to perform its respective obligations hereunder and thereunder. (b) This Agreement and Buyer's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Buyer enforceable against Buyer, in accordance with their terms. (c) Assuming all consents and approvals required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Buyer's compliance with, the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Buyer or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Buyer is subject or any material agreement or contract to which Buyer is a party or to which it is subject, or constitute a material default thereunder. (d) Buyer acknowledges that the Towers are located on land which is leased and subject to the Ground Leases. Buyer acknowledges that it has received a copy of the Ground Leases and that there are no assurances that such Ground Leases will be extended or, if extended, whether the terms and conditions of any such extension will be the same as the terms and conditions of the current Ground Leases. 12. Representations and Warranties Survive Closing. All of the provisions of this Agreement and of the Closing Documents and all of the representations, warranties, considerations, and agreements contained herein and in the Closing Documents shall survive Closing and continue in full force and effect for a period of twelve (12) months from the Closing Date; provided that if a claim for indemnification is made by either party under Section 13 hereof within such twelve (12) month period, the provisions of Section 13 shall survive until the resolution of such claim. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature of the claim is given on or prior to the last day of the twelve (12) month period following the Closing Date. 13. Indemnification. (a) For a period of one (1) year from the date of this Agreement, Seller shall indemnify, defend, and hold Buyer, its affiliates, partners, employees, officers, directors, agents, and representatives harmless from and against any and all reasonable losses, costs, expenses, liabilities, penalties, claims, and other damages including, but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigation, reasonably incurred and resulting from: 7

(i) any breach of Seller's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Seller of any of its covenants or agreements contained herein or in any Seller's Closing Document; (iii) the Retained Liabilities; and (iv) any and all losses, liabilities or damages resulting from Sellers' operations or ownership of any Tower prior to the Closing Date, including any and all liabilities arising under the Assets which relate to events occurring prior to the Closing Date. (b) For a period of one (1) year from the date of this Agreement, Buyer shall indemnify, defend and hold Seller,

(i) any breach of Seller's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Seller of any of its covenants or agreements contained herein or in any Seller's Closing Document; (iii) the Retained Liabilities; and (iv) any and all losses, liabilities or damages resulting from Sellers' operations or ownership of any Tower prior to the Closing Date, including any and all liabilities arising under the Assets which relate to events occurring prior to the Closing Date. (b) For a period of one (1) year from the date of this Agreement, Buyer shall indemnify, defend and hold Seller, its affiliates, employees, officers, directors, agents and representatives harmless from and against any and all losses, costs, expenses, liabilities, penalties, claims, and other damages, including but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigations, reasonably incurred and resulting from: (i) any breach of Buyer's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Buyer of any of its covenants or agreements contained herein or in any Buyer's Closing Document; (iii) the Assumed Liabilities; and (iv) any and all losses, liabilities or damages resulting from Buyer's operations or ownership of any Tower subsequent to the Closing Date, including any and all liabilities arising under the Assets which related to events occurring subsequent to the Closing Date. (c) In the event either Buyer or Seller (the "Indemnified Party") becomes aware of circumstances which would entitle such party to indemnification by the other party hereunder (the "Indemnifying Party"), the Indemnified Party shall give the Indemnifying Party prompt written notice, with reasonable detail, of such claim. Upon receipt of such notice by the Indemnified Party to the Indemnifying Party, the Indemnifying Party shall have the option of defending against such pending litigation through engagement of legal counsel of its choice, provided, however, that the Indemnifying Party's choice of legal counsel must be acceptable to the Indemnified Party in its reasonable discretion. In the event the Indemnifying Party elects to defend, the Indemnifying Party shall keep the Indemnified Party fully informed on a timely basis of the status of the pending litigation. In the event that the Indemnifying Party elects to defend 8

and is unsuccessful in such defense, it shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages as described above, including but not limited to, reasonable attorney's fees and other costs and expenses associated with the pending litigation being so defended. In the event the Indemnifying Party elects not to defend and the Indemnified Party defends, but is unsuccessful, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages, as described above, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. In the event that Indemnifying Party elects not to defend and the Indemnified Party defends successfully, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all costs and expenses incurred, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payment made by the Indemnified Party at any time after Closing, based on the final judgement of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions in respect to any damages to which the foregoing indemnification relates.

and is unsuccessful in such defense, it shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages as described above, including but not limited to, reasonable attorney's fees and other costs and expenses associated with the pending litigation being so defended. In the event the Indemnifying Party elects not to defend and the Indemnified Party defends, but is unsuccessful, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages, as described above, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. In the event that Indemnifying Party elects not to defend and the Indemnified Party defends successfully, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all costs and expenses incurred, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payment made by the Indemnified Party at any time after Closing, based on the final judgement of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions in respect to any damages to which the foregoing indemnification relates. (d) Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Sixty Thousand Dollars ($60,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder. (e) Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Buyer with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. 9

(f) Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to indemnify Seller shall be subject to all of the following limitations: (i) The amount of any Losses incurred by Seller shall be reduced by (A) the amount Seller recovers (after deducting all attorneys' fees, expenses and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Seller shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Seller shall be entitled to indemnification only for Losses as to which Seller has given Buyer a Notice of Claim on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Seller by Buyer pursuant to this Section 13 shall be limited to Sixty Thousand Dollars ($60,000.00) and Buyer shall have no other liability or responsibility for Indemnification hereunder. (g) Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Seller with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder.

(f) Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to indemnify Seller shall be subject to all of the following limitations: (i) The amount of any Losses incurred by Seller shall be reduced by (A) the amount Seller recovers (after deducting all attorneys' fees, expenses and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Seller shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Seller shall be entitled to indemnification only for Losses as to which Seller has given Buyer a Notice of Claim on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Seller by Buyer pursuant to this Section 13 shall be limited to Sixty Thousand Dollars ($60,000.00) and Buyer shall have no other liability or responsibility for Indemnification hereunder. (g) Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Seller with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. 14. Termination; Liquidated Damages. (a) Right of Termination. This Agreement may be terminated prior to Closing: (i) By written notice from a party that is not then in material breach of this Agreement if: (A) The other party has continued in material breach of this Agreement for twenty (20) days after written notice of such breach from the terminating party; (B) Closing does not occur by May 31, 2000 or such other date as is mutually agreed to by Buyer and Seller. 10 (b) Obligations Upon Termination. (i) Upon termination of this Agreement, each party shall thereafter remain liable for breach of this Agreement prior to such termination and remain liable to pay and perform any obligation under Section 13. (ii) If Closing shall not have occurred, Seller's sole remedy at law or in equity for any breach or default by Buyer described in Section 14(a)(i)(A) shall be the termination by Seller of this Agreement by giving of written notice to Buyer pursuant to Section 14(a)(i)(A). (c) Termination Notice. Each notice given by a party pursuant to Section 14(a) to terminate this Agreement shall specify the subsection of Section 14(a) pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one subsection of Section 14(a), the subsection pursuant to which such notice is given and termination is effected shall be deemed to be the subsection specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified subsection. 15. Default; Disputes. If Seller fails to perform under this Agreement, the Buyer may exercise any right it has against the Seller, including bringing an action for specific performance. The remedies provided by this Section are in addition to any right or remedies provided elsewhere in this Agreement or at law or in equity. In the event a dispute arises between the Parties over the interpretation of this Agreement, or the performance, alleged non-performance or breach by either Party hereunder, the Parties hereby agree to seek resolution of such dispute in good faith through an alternative dispute resolution process mutually agreeable to the Parties prior to the institution of any legal

(b) Obligations Upon Termination. (i) Upon termination of this Agreement, each party shall thereafter remain liable for breach of this Agreement prior to such termination and remain liable to pay and perform any obligation under Section 13. (ii) If Closing shall not have occurred, Seller's sole remedy at law or in equity for any breach or default by Buyer described in Section 14(a)(i)(A) shall be the termination by Seller of this Agreement by giving of written notice to Buyer pursuant to Section 14(a)(i)(A). (c) Termination Notice. Each notice given by a party pursuant to Section 14(a) to terminate this Agreement shall specify the subsection of Section 14(a) pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one subsection of Section 14(a), the subsection pursuant to which such notice is given and termination is effected shall be deemed to be the subsection specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified subsection. 15. Default; Disputes. If Seller fails to perform under this Agreement, the Buyer may exercise any right it has against the Seller, including bringing an action for specific performance. The remedies provided by this Section are in addition to any right or remedies provided elsewhere in this Agreement or at law or in equity. In the event a dispute arises between the Parties over the interpretation of this Agreement, or the performance, alleged non-performance or breach by either Party hereunder, the Parties hereby agree to seek resolution of such dispute in good faith through an alternative dispute resolution process mutually agreeable to the Parties prior to the institution of any legal proceedings related thereto. 16. Liabilities. Buyer shall not, in connection with the purchase and sale of Assets contemplating herein, assume any liabilities or obligations of the Seller except as specifically set forth herein. 17. Third Party Brokerage. Seller and Buyer hereby represent and warrant to each other that neither Seller or Buyer has dealt with any broker or finder in connection with the transaction which is the subject of this Agreement. Each party hereby agrees to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorney's fees, arising out of any claim made by any broker, finder or other intermediary who claims to have dealt with such party in connection with the transaction which is the subject of this Agreement. The provisions of the paragraph shall survive Closing hereunder. 11 18. Entire Agreement. This Agreement (which includes the exhibits and schedules attached hereto) constitutes the entire agreement between the Parties and there are no other understandings, representations or warranties, oral or written, relating to the subject matter hereof. 19. Amendment. This Agreement may not be changed, modified or amended, in whole or in part, except in writing, signed by all parties. 20. Notice. Notices given pursuant to this Agreement shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may

18. Entire Agreement. This Agreement (which includes the exhibits and schedules attached hereto) constitutes the entire agreement between the Parties and there are no other understandings, representations or warranties, oral or written, relating to the subject matter hereof. 19. Amendment. This Agreement may not be changed, modified or amended, in whole or in part, except in writing, signed by all parties. 20. Notice. Notices given pursuant to this Agreement shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this Section. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Seller: Beasley Broadcasting of Augusta, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George Beasley President Phone: (941) 263-5000 Fax: (941) 434-8950 Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

If to the Buyer:

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to: Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Ave., N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 12 21. Construction. Whenever used in this Agreement the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 22. Assignment and Recording. Seller hereby covenants not to assign or record this Agreement except with the prior written consent of the Buyer. Buyer may assign this Agreement freely to any affiliated entity, provided such assignment shall not relieve Buyer of its obligations hereunder.

21. Construction. Whenever used in this Agreement the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 22. Assignment and Recording. Seller hereby covenants not to assign or record this Agreement except with the prior written consent of the Buyer. Buyer may assign this Agreement freely to any affiliated entity, provided such assignment shall not relieve Buyer of its obligations hereunder. 23. Binding Effect. This Agreement and all of its terms and conditions shall extend to and be binding upon the Parties hereto and upon their respective heirs, executors, administrators, successors and assigns. 24. Further Assurances. Seller and Buyer agree to execute and deliver any further documents or assurances that in law or otherwise are necessary, desirable or proper to consummate the transactions contemplated by this Agreement and to vest, perfect, assign or confirm, of record or otherwise, in Buyer title to the Assets. 25. Governing Law. This Agreement is made and shall be governed by and construed in accordance with the internal laws of the State of Georgia. 26. Headings. The headings and captions in this Agreement are for convenience only and are not part of this Agreement. 27. Interpretation. Neither this Agreement nor any provision contained herein shall be interpreted for or against either party solely because that party or that party's legal representative drafted the provision. 28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute the same Agreement. 13 29. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement and the remainder shall remain in full force and effect. [Signature page follows] 14

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement to be duly executed on the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC.

29. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement and the remainder shall remain in full force and effect. [Signature page follows] 14

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement to be duly executed on the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: __________________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: __________________________________ Name: B. Caroline Beasley Title: Secretary 15 INDEX OF EXHIBITS
Exhibit A Description of ______ Tower and ______ Tower Site Description of ______ Tower and ______ Tower Site Ground Leases Form of Purchase Note Form of Assignment, Bill of Sale and Assumption Agreement Form of Ground Leases Assignment and Assumption Agreement Form of Lease Agreement

Exhibit G

Exhibit C Exhibit D Exhibit E

Exhibit F

Exhibit G

EXHIBIT A DESCRIPTION OF ______ TOWER AND ______ TOWER SITE WGAC-AM [INSERT TOWER AND LEGAL DESCRIPTION]

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement to be duly executed on the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: __________________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: __________________________________ Name: B. Caroline Beasley Title: Secretary 15 INDEX OF EXHIBITS
Exhibit A Description of ______ Tower and ______ Tower Site Description of ______ Tower and ______ Tower Site Ground Leases Form of Purchase Note Form of Assignment, Bill of Sale and Assumption Agreement Form of Ground Leases Assignment and Assumption Agreement Form of Lease Agreement

Exhibit G

Exhibit C Exhibit D Exhibit E

Exhibit F

Exhibit G

EXHIBIT A DESCRIPTION OF ______ TOWER AND ______ TOWER SITE WGAC-AM [INSERT TOWER AND LEGAL DESCRIPTION]

EXHIBIT B DESCRIPTION OF ______ TOWER AND ______ TOWER SITE [INSERT 2/nd/ TOWER AND LEGAL DESCRIPTION] EXHIBIT C GROUND LEASES

INDEX OF EXHIBITS
Exhibit A Description of ______ Tower and ______ Tower Site Description of ______ Tower and ______ Tower Site Ground Leases Form of Purchase Note Form of Assignment, Bill of Sale and Assumption Agreement Form of Ground Leases Assignment and Assumption Agreement Form of Lease Agreement

Exhibit G

Exhibit C Exhibit D Exhibit E

Exhibit F

Exhibit G

EXHIBIT A DESCRIPTION OF ______ TOWER AND ______ TOWER SITE WGAC-AM [INSERT TOWER AND LEGAL DESCRIPTION]

EXHIBIT B DESCRIPTION OF ______ TOWER AND ______ TOWER SITE [INSERT 2/nd/ TOWER AND LEGAL DESCRIPTION] EXHIBIT C GROUND LEASES LEASE AGREEMENT (O&L WGAC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of February, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY BROADCASTING OF AUGUSTA, INC., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns two (2) communications towers, the first of such towers described on Exhibit A attached hereto (the "______ Tower"), and located on a certain tract of real estate located in Augusta, Georgia described in Exhibit B attached hereto (hereinafter referred to as the "______ Tower Site"); and the second of such towers described on Exhibit C attached hereto (the "______ Tower" and together with the ______ Tower, collectively called herein the "Towers"), such ______ Tower located on a certain tract of real estate located in Augusta, Georgia and described in Exhibit D attached hereto (hereinafter referred to as the "______ Tower Site", and together with the ______ Tower Site, collectively called herein the "Tower Sites"; the term "Tower Sites" shall also include any appurtenant easements on each of such tracts of land); WHEREAS, Lessor desires to lease the Towers for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Towers from Lessor therefor.

EXHIBIT A DESCRIPTION OF ______ TOWER AND ______ TOWER SITE WGAC-AM [INSERT TOWER AND LEGAL DESCRIPTION]

EXHIBIT B DESCRIPTION OF ______ TOWER AND ______ TOWER SITE [INSERT 2/nd/ TOWER AND LEGAL DESCRIPTION] EXHIBIT C GROUND LEASES LEASE AGREEMENT (O&L WGAC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of February, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY BROADCASTING OF AUGUSTA, INC., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns two (2) communications towers, the first of such towers described on Exhibit A attached hereto (the "______ Tower"), and located on a certain tract of real estate located in Augusta, Georgia described in Exhibit B attached hereto (hereinafter referred to as the "______ Tower Site"); and the second of such towers described on Exhibit C attached hereto (the "______ Tower" and together with the ______ Tower, collectively called herein the "Towers"), such ______ Tower located on a certain tract of real estate located in Augusta, Georgia and described in Exhibit D attached hereto (hereinafter referred to as the "______ Tower Site", and together with the ______ Tower Site, collectively called herein the "Tower Sites"; the term "Tower Sites" shall also include any appurtenant easements on each of such tracts of land); WHEREAS, Lessor desires to lease the Towers for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Towers from Lessor therefor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: Lease Commencement. Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof.

Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. Description of the Leasehold. Towers. Lessor hereby leases to Lessee, and Lessee leases from Lessor, the Towers for the purposes of the broadcast transmission of WGAC-AM, Augusta, Georgia. Ownership of Property; Access.

EXHIBIT B DESCRIPTION OF ______ TOWER AND ______ TOWER SITE [INSERT 2/nd/ TOWER AND LEGAL DESCRIPTION] EXHIBIT C GROUND LEASES LEASE AGREEMENT (O&L WGAC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of February, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY BROADCASTING OF AUGUSTA, INC., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns two (2) communications towers, the first of such towers described on Exhibit A attached hereto (the "______ Tower"), and located on a certain tract of real estate located in Augusta, Georgia described in Exhibit B attached hereto (hereinafter referred to as the "______ Tower Site"); and the second of such towers described on Exhibit C attached hereto (the "______ Tower" and together with the ______ Tower, collectively called herein the "Towers"), such ______ Tower located on a certain tract of real estate located in Augusta, Georgia and described in Exhibit D attached hereto (hereinafter referred to as the "______ Tower Site", and together with the ______ Tower Site, collectively called herein the "Tower Sites"; the term "Tower Sites" shall also include any appurtenant easements on each of such tracts of land); WHEREAS, Lessor desires to lease the Towers for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Towers from Lessor therefor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: Lease Commencement. Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof.

Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. Description of the Leasehold. Towers. Lessor hereby leases to Lessee, and Lessee leases from Lessor, the Towers for the purposes of the broadcast transmission of WGAC-AM, Augusta, Georgia. Ownership of Property; Access. Except for "Lessee's Property" as defined below, all tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Towers after the Lessee vacates same. The Lessee's antenna, transmission line, and other equipment, together with any replacements thereof and modifications and additions thereto which are permitted

Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. Description of the Leasehold. Towers. Lessor hereby leases to Lessee, and Lessee leases from Lessor, the Towers for the purposes of the broadcast transmission of WGAC-AM, Augusta, Georgia. Ownership of Property; Access. Except for "Lessee's Property" as defined below, all tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Towers after the Lessee vacates same. The Lessee's antenna, transmission line, and other equipment, together with any replacements thereof and modifications and additions thereto which are permitted hereunder, shall be and remain Lessee's property, and are hereinafter referred to as "Lessee's Property". Lessee will be solely responsible for the maintenance of Lessee's Property, including all expenses associated with such repair. Lessee shall have reasonable right of access to the Towers at all times in emergency situations and whenever reasonably necessary for equipment maintenance and repair. Lessee shall also have reasonable rights of access at any time to the Towers for ingress, egress, utilities, the locating and usage of cabling and related equipment, operations, maintenance, repair or remodeling, or other engineering purposes. Permitted Uses. By Lessee. Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Towers may be used only for activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations. Except as expressly permitted by this Lease and unless prior written approval of Lessor has been given, Lessee shall not construct or make any improvements or install any equipment on the Towers. Lessee may repair and maintain 19

equipment as it deems necessary to its operations within Lessee's space in all respects in compliance with the terms hereof. The Towers, Lessee's interior and exterior equipment, and all other improvements shall be maintained in an orderly and professional manner. By Lessor.

equipment as it deems necessary to its operations within Lessee's space in all respects in compliance with the terms hereof. The Towers, Lessee's interior and exterior equipment, and all other improvements shall be maintained in an orderly and professional manner. By Lessor. Subject to the rights elsewhere granted to Lessee in this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, nonrecurring and de minimis amount), Lessor reserves the right to use the Towers, at its own expense, as it sees fit and to fasten additional equipment to the Towers for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02(a) to the hours of 1:00 a.m. to 5:00 a.m. Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Sites or use of any of the improvements thereon, space in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and all rental revenues received therefrom shall belong exclusively to Lessor. Prior to permitting the fastening of a material amount of additional equipment, Lessor shall cause a structural analysis of the Towers to be conducted by a reputable mechanical consultant chosen by Lessor in order to ensure that any such additions conform to recognized engineering standards. Except as expressly provided for herein, Lessor shall have no liability for any action or omission taken in exercise of its rights hereunder upon reasonable reliance on recommendation of its engineering personnel. Subject to the terms of this Lease, Lessor also reserves the right to erect one (1) or more additional towers either of on the Tower Sites. 20 Term. Term. This Lease shall have an initial term of twenty (20) years from the Commencement Date established in Paragraph 1.01 hereof. Rent. Rental. Lessee shall pay rent for each consecutive twelve- month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made, without any setoff or deduction whatever, according to the following schedule: 21
Lease Year 1 2 3 4 5 6 Rent Per Lease Year $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 Monthly Rent $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17

Term. Term. This Lease shall have an initial term of twenty (20) years from the Commencement Date established in Paragraph 1.01 hereof. Rent. Rental. Lessee shall pay rent for each consecutive twelve- month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made, without any setoff or deduction whatever, according to the following schedule: 21
Lease Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Rent Per Lease Year $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 Monthly Rent $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17

Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated _______________, 2000, on the first day of each month during the term of this Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. Electricity and Other Utilities. In addition to the payments prescribed under Section 5.01 of this Lease, Lessee shall pay for its own telephone lines and service, electrical service (including electrical service to the Towers used by Lessee as measured by a separate electrical meter at Lessee's expense). Lessor shall pay for the electrical service to the Towers for the lighting of the Towers. Authority. Quiet Enjoyment. Lessor represents and warrants that it has the full power and authority to enter into this Lease, and covenants and agrees that Lessee, upon paying the rents described herein and observing and keeping the covenants, agreements, and stipulations of 22

Lease Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20

Rent Per Lease Year $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04 $53,810.04

Monthly Rent $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17 $4,484.17

Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated _______________, 2000, on the first day of each month during the term of this Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. Electricity and Other Utilities. In addition to the payments prescribed under Section 5.01 of this Lease, Lessee shall pay for its own telephone lines and service, electrical service (including electrical service to the Towers used by Lessee as measured by a separate electrical meter at Lessee's expense). Lessor shall pay for the electrical service to the Towers for the lighting of the Towers. Authority. Quiet Enjoyment. Lessor represents and warrants that it has the full power and authority to enter into this Lease, and covenants and agrees that Lessee, upon paying the rents described herein and observing and keeping the covenants, agreements, and stipulations of 22

this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the Towers, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. Permits. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Towers except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment);

this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the Towers, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. Permits. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Towers except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. 23 Maintenance of Towers and Lessee's Property. During Term of Lease. Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Towers. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Towers or the Tower Sites, or the prevention of interference with Lessor or any other user of the Towers or any other broadcaster, Lessor may, at its option, make such emergency repairs to the property as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. 24

With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Towers or Tower Sites, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall

Maintenance of Towers and Lessee's Property. During Term of Lease. Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Towers. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Towers or the Tower Sites, or the prevention of interference with Lessor or any other user of the Towers or any other broadcaster, Lessor may, at its option, make such emergency repairs to the property as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. 24

With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Towers or Tower Sites, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing the property and equipment of Lessee which Lessee has failed to properly maintain. No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the event of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Towers unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Towers (including any ascension of the Towers), or in or about the Tower Sites. Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the 25

With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Towers or Tower Sites, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing the property and equipment of Lessee which Lessee has failed to properly maintain. No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the event of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Towers unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Towers (including any ascension of the Towers), or in or about the Tower Sites. Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the 25

sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Sites. Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease. In the event that any notice of lien or lien shall be filed against any part of the Tower Sites for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, 26

sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Sites. Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease. In the event that any notice of lien or lien shall be filed against any part of the Tower Sites for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, 26

or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. At Expiration or Termination. At the expiration or termination of this Lease, Lessee shall promptly surrender possession of the Towers to Lessor in as good a condition as the same were received at the commencement of the term, reasonable wear and tear and damage by fire or other casualty beyond Lessee's reasonable control excepted. Maintenance of Towers. Maintenance of Towers. Lessor shall maintain the Towers in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, marking and lighting of the Towers. Lessor shall maintain the Towers and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Towers or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the shortest practical period of time (except for emergency situations), close entrance doors, common areas, drive-ways, rights-ofway, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be grounds for termination of this Lease or the withholding of any rental payments or other payments or performances

or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. At Expiration or Termination. At the expiration or termination of this Lease, Lessee shall promptly surrender possession of the Towers to Lessor in as good a condition as the same were received at the commencement of the term, reasonable wear and tear and damage by fire or other casualty beyond Lessee's reasonable control excepted. Maintenance of Towers. Maintenance of Towers. Lessor shall maintain the Towers in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, marking and lighting of the Towers. Lessor shall maintain the Towers and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Towers or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the shortest practical period of time (except for emergency situations), close entrance doors, common areas, drive-ways, rights-ofway, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be grounds for termination of this Lease or the withholding of any rental payments or other payments or performances required to be paid or made by Lessee under the terms hereof, provided, Lessor shall use reasonable efforts to ensure that any action taken in accordance with this paragraph shall not adversely affect the rights of Lessee hereunder. Under no such circumstances shall Lessee be entitled to terminate this 27

Lease nor shall it be entitled to compensation for any loss or damage it may sustain (including loss of use, loss of advertising/sponsorship revenues, and consequential damages) by reason of such changes or alterations. Alterations by Lessee. Alterations. Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Towers, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of any or all of the Towers, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision shall be final and binding upon both parties. The cost of such study or any other costs reasonably incurred by Lessor in determining the feasibility of any proposed change or alteration in the type, location, or positioning of Lessee's Property shall be borne entirely by Lessee.

Lease nor shall it be entitled to compensation for any loss or damage it may sustain (including loss of use, loss of advertising/sponsorship revenues, and consequential damages) by reason of such changes or alterations. Alterations by Lessee. Alterations. Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Towers, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of any or all of the Towers, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision shall be final and binding upon both parties. The cost of such study or any other costs reasonably incurred by Lessor in determining the feasibility of any proposed change or alteration in the type, location, or positioning of Lessee's Property shall be borne entirely by Lessee. Interference. Preliminary Steps to Avoid Interference. Before Lessee shall make any new installation on the Towers after the date hereof, notification of the particulars of such proposed installation shall be submitted to Lessor hereto and any other lessees or users of space on the Towers whose names and addresses are 28

supplied to Lessee by Lessor in writing, and the Lessor and such other users will be requested to advise, in writing, the Lessee and Lessor, as applicable, within ten (10) days after receipt of such notification, whether they have any reasonable objections thereto on the grounds that objectionable interference may result; provided, this Section 11.01 shall not apply to any currently installed Lessee's Property or its replacement, maintenance or repair. If the Lessor or any other user shall reasonably object within this period to such plans and Lessee is unwilling to alter its plans to meet the objections, the dispute shall be submitted to an independent professional engineer chosen by Lessor, and such engineers decision shall be final and binding upon all parties. The cost of any such studies shall be borne by Lessee. Interference with Lessor, Lessee, or Others. Notwithstanding the provisions of Paragraph 11.01, should any change, after the date hereof, in the facilities or mode of operation of Lessee or Lessee's failure to comply with the Maintenance Standards, as defined in Paragraph 11.04, cause any objectionable electrical or physical interference (including interference from any other structure erected on either of the Tower Sites) to the television and/or radio broadcasting and/or receiving operations of any other lessee, then, promptly after written notification of such interference, the Lessee, at its sole expense, will take such steps as may be reasonably required to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filters or other equipment, provided that, if such interference is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph. 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and

supplied to Lessee by Lessor in writing, and the Lessor and such other users will be requested to advise, in writing, the Lessee and Lessor, as applicable, within ten (10) days after receipt of such notification, whether they have any reasonable objections thereto on the grounds that objectionable interference may result; provided, this Section 11.01 shall not apply to any currently installed Lessee's Property or its replacement, maintenance or repair. If the Lessor or any other user shall reasonably object within this period to such plans and Lessee is unwilling to alter its plans to meet the objections, the dispute shall be submitted to an independent professional engineer chosen by Lessor, and such engineers decision shall be final and binding upon all parties. The cost of any such studies shall be borne by Lessee. Interference with Lessor, Lessee, or Others. Notwithstanding the provisions of Paragraph 11.01, should any change, after the date hereof, in the facilities or mode of operation of Lessee or Lessee's failure to comply with the Maintenance Standards, as defined in Paragraph 11.04, cause any objectionable electrical or physical interference (including interference from any other structure erected on either of the Tower Sites) to the television and/or radio broadcasting and/or receiving operations of any other lessee, then, promptly after written notification of such interference, the Lessee, at its sole expense, will take such steps as may be reasonably required to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filters or other equipment, provided that, if such interference is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph. 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed interference. If such interference is found not to be caused by such changed facilities or operations, the fees and charges of the engineer to whom the dispute is referred shall be borne by the objecting party. All other leases and/or agreements to lease space at the Tower Sites shall contain this language. Interference by Other User. Any subsequent agreement under which Lessor allows any other person to occupy any portion of the Towers shall provide that, should the installation, operation, or maintenance of the equipment or the activities of such other person cause any objectionable interference with the operations of Lessor or Lessee, then, promptly after written notification of such, such other tenant or user, at its sole expense, will take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment, provided that if such interference is caused by the failure of any other lessee to comply with the Maintenance Standards, as defined in Paragraph 11.04, such other lessee will, at its sole expense, comply with such Maintenance Standards. To the best of its ability, Lessor shall not permit any operations by other tenants, the effect of which would be to prohibit Lessee from operating in the manner contemplated herein, without the prior written consent of Lessee. Lessor shall have no liability for any action or omission taken upon reasonable reliance on the 29

recommendation of qualified engineering personnel. Lessor agrees that it will take commercially reasonable efforts to ensure that the installation, operation or maintenance of its equipment which is installed after the commencement date of this Lease on, in or around the Towers shall not cause any objectionable interference with the operations of Lessee. Immediately upon notification of such interference by Lessee, Lessor shall at its sole expense take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment. Definition of "Maintenance Standards". For the purposes of this Lease, compliance with "Maintenance Standards" shall mean that a tenant or user of the Towers shall (a) maintain and operate its equipment in accordance with the requirements, rules, regulations, and guidelines of the FCC, and the standards of manufacturers of the equipment; and (b) maintain and operate its equipment in accordance with good engineering practice.

recommendation of qualified engineering personnel. Lessor agrees that it will take commercially reasonable efforts to ensure that the installation, operation or maintenance of its equipment which is installed after the commencement date of this Lease on, in or around the Towers shall not cause any objectionable interference with the operations of Lessee. Immediately upon notification of such interference by Lessee, Lessor shall at its sole expense take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment. Definition of "Maintenance Standards". For the purposes of this Lease, compliance with "Maintenance Standards" shall mean that a tenant or user of the Towers shall (a) maintain and operate its equipment in accordance with the requirements, rules, regulations, and guidelines of the FCC, and the standards of manufacturers of the equipment; and (b) maintain and operate its equipment in accordance with good engineering practice. Utilities. Utilities. Subject to the required approvals and cooperation of any governmental authority or public utilities, Lessee shall arrange and be responsible for the installation and provision of electrical and telephone lines serving Lessee's Property at any building on the Tower Sites owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. Taxes. Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Tower Sites (including the Towers), and all taxes which may be assessed against the Towers and any buildings thereon. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes. Insurance. Public Liability. Lessee shall procure and maintain comprehensive public liability insurance, naming Lessor as an additional insured as its interests shall appear, covering all of the Lessee's operations and activities on the Towers, including but not limited to, the operations of contractors and subcontractors and the operation of vehicles and equipment (including the elevators on the Towers), with limits of liability for the term of this Lease of not less than [Five Million Dollars ($5,000,000.00)] in the aggregate for personal injury or death in any occurrence and not less than [Five Million Dollars ($5,000,000.00)] to cover property damage, with a liability umbrella of not less than [One Million Dollars ($1,000,000.00).] Certificates evidencing such insurance shall be furnished to Lessor upon its request. The amounts specified hereunder shall be revised every [five (5) years] to such amounts as Lessor may reasonably require upon the advice of its insurance consultants. [Foregoing obligation is 30

subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Contractor Liability. Lessee shall also cause the contractors erecting, installing, or maintaining Lessee's Property or performing any other work for Lessee on the Tower Sites to procure reasonable public liability insurance acceptable to Lessor and naming the Lessee and Lessor as named insureds. Certificates evidencing such insurance shall be furnished to Lessor in advance of any work being performed. Insurance on the Towers. Lessee shall procure and maintain physical damage insurance on the Towers in an amount sufficient to repair or replace the Towers with such coverage to be on an "All Risks" basis, including, without limitation, coverage for the perils of fire, lightning, windstorm, hall, flood, earthquake, collapse, explosion, aircraft and vehicle damage, vandalism, and malicious mischief. [Foregoing obligation is subject to $200,000 12-

subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Contractor Liability. Lessee shall also cause the contractors erecting, installing, or maintaining Lessee's Property or performing any other work for Lessee on the Tower Sites to procure reasonable public liability insurance acceptable to Lessor and naming the Lessee and Lessor as named insureds. Certificates evidencing such insurance shall be furnished to Lessor in advance of any work being performed. Insurance on the Towers. Lessee shall procure and maintain physical damage insurance on the Towers in an amount sufficient to repair or replace the Towers with such coverage to be on an "All Risks" basis, including, without limitation, coverage for the perils of fire, lightning, windstorm, hall, flood, earthquake, collapse, explosion, aircraft and vehicle damage, vandalism, and malicious mischief. [Foregoing obligation is subject to $200,000 12month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. Damage to the Towers. In the event that the Towers are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Towers to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Towers as required of Lessor under this Section 14.04. If the Towers are in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee alternative towers, if available, during such reconstruction/repair period. If such towers are not available, then Lessee shall be responsible for procuring its own alternative towers. No monetary or other rental shall be due pursuant to the terms of this Lease for such time as Lessee is unable to conduct its broadcasting activities on the Towers without significant diminution of signal quality as a result of such total or partial destruction or damage or need of repair, and Lessor shall refund to Lessee any rent paid in advance for such time. Should Lessor not either (a) inform Lessee in writing within ninety (90) days of the date of destruction of Lessor's intent to replace the Towers or (b) replace the Towers within one (1) year if Lessor has provided the notice described in clause (a) above, of the date of destruction, or repair the same within such shorter time period after the casualty as may be reasonable, then Lessee, upon thirty (30) days' written notice to Lessor, may terminate this Lease, provided if Lessor has provided the notice described in clause (a) above, Lessee must make such election within one hundred twenty (120) days prior to the expiration of said repair or replacement period. Lessee agrees that it shall maintain adequate business interruption insurance at all times during the term of this Lease to adequately protect it from any interruption of signal activities due to damage to any or all of the Towers 31

(including costs of reinstallation of its equipment and lines), and Lessor shall have no liability on account of such business interruption or reinstallation costs due to damage or destruction under this paragraph. Eminent Domain. In the event that any or all of the Towers (or any portion of the Towers necessary for the guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build new towers as a replacement for the Towers on the condemned property, Lessor agrees to lease the new tower on terms reasonably equivalent to the terms of this Lease. In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any

(including costs of reinstallation of its equipment and lines), and Lessor shall have no liability on account of such business interruption or reinstallation costs due to damage or destruction under this paragraph. Eminent Domain. In the event that any or all of the Towers (or any portion of the Towers necessary for the guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build new towers as a replacement for the Towers on the condemned property, Lessor agrees to lease the new tower on terms reasonably equivalent to the terms of this Lease. In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. Successors and Assignment. Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to the extent that such are assignable, extend to and bind the several and respective successors and assigns of the parties hereto. Assignment. Lessee shall not assign, sublet, or transfer this Lease or any interest therein, or permit or allow through any act or default of itself, or of any other person, any transfer thereof by operations of law or otherwise without the prior written consent of Lessor except: Lessee may assign this Lease to any bona fide third party purchaser of substantially all the assets comprising of Lessee's radio station broadcasting from the Tower Sites, who shall execute an assignment and assumption agreement in form reasonably acceptable to Lessor; and 32

Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. Right to Remove Lessee's Property in Event of Termination. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment shall not be deemed fixtures) on the Towers within thirty (30) days of such termination. Such removal shall be conducted in accordance with Paragraph 8.01 hereof Lessee shall promptly repair any and all damage caused by such removal. Any of Lessee's Property remaining on the Towers after the expiration of the thirty (30) day period shall be deemed to be the property of Lessor, which Lessor may have removed at Lessee's expense.

Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. Right to Remove Lessee's Property in Event of Termination. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment shall not be deemed fixtures) on the Towers within thirty (30) days of such termination. Such removal shall be conducted in accordance with Paragraph 8.01 hereof Lessee shall promptly repair any and all damage caused by such removal. Any of Lessee's Property remaining on the Towers after the expiration of the thirty (30) day period shall be deemed to be the property of Lessor, which Lessor may have removed at Lessee's expense. Lessor's Protection. Default by Lessee. If Lessee shall make default in making any payment herein provided for and any such default shall continue for a period of ten (10) business days after written notice to Lessee, or if Lessee shall make default in the performance of any obligation of Lessee herein (other than as to payment of money) and any such default shall continue for a period of thirty (30) days after written notice to Lessee, or if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall file any petition or institute any proceedings under any Insolvency or Bankruptcy Act or any amendment thereto hereafter made, seeking to effect its reorganization or a composition with its creditors, or if, in any proceedings based on the insolvency of Lessee or relating to bankruptcy 33

proceedings, a receiver or trustee shall be appointed for Lessee or either or both of the Towers, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time thereafter, reenter the Towers by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter said Towers. Lessor may, in addition to any other remedy provided by law or permitted herein, at its option, relet the Towers (or any part thereof) on behalf of Lessee, applying any monies collected first

proceedings, a receiver or trustee shall be appointed for Lessee or either or both of the Towers, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time thereafter, reenter the Towers by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter said Towers. Lessor may, in addition to any other remedy provided by law or permitted herein, at its option, relet the Towers (or any part thereof) on behalf of Lessee, applying any monies collected first to the payment of expenses of resuming or obtaining possession, and, second, to the payment of the costs of placing the premises in rentable condition, including any leasing commission, and, third, to the payment of rent due hereunder, and any other damages due to the Lessor. Any surplus remaining thereafter shall be paid to Lessee, and Lessee shall remain liable for any deficiency in rental, the amount of which deficiency shall be paid upon demand therefor to Lessor. Should Lessor re-enter and terminate according to the provisions of this subparagraph, Lessor may remove and store the Lessee's Property at the expense and for the account of Lessee. Alternatively, Lessor may sell, or cause to be sold, Lessee's Property at public sale to the highest bidder for cash, and remove from the proceeds of such sale any rent or other payment then due Lessor under this Lease. Any disposition of the Lessee's Property pursuant thereto shall be subject to the rights of any lender to Lessee holding a mortgage on Lessee's Property and shall be made in a manner that is commercially reasonable within the meaning of the Uniform Commercial Code as in effect in the State of Georgia at the time of such disposition. 34 Indemnification. Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Towers by Lessee, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessee's failure to maintain equipment in proper working order; and (f) out of Lessee's failure to comply with any of its other obligations under the terms of this Lease. (b) Lessor agrees to indemnify and defend Lessee against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessor of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Towers by Lessor, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessor, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessor to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessor's failure to maintain equipment in proper working order; and (f) out of Lessor's failure to comply with any of its other obligations under the terms of this Lease. Any party seeking indemnification hereunder ("Indemnified Party") shall provide the other party ("Indemnifying Party") reasonably prompt notice of known claims giving rise to any claim for indemnity, and the Indemnifying Party shall have the right and opportunity to undertake the legal defense of such claims. The Indemnified Party and its counsel may nevertheless participate in (but not control) such proceedings, negotiations, or defense at its own expense. In all such cases, the Indemnified Party will give all reasonable assistance to the Indemnifying Party, including making the Indemnified Party's employees and documents available as reasonably requested without charge. 35

Indemnification. Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Towers by Lessee, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessee's failure to maintain equipment in proper working order; and (f) out of Lessee's failure to comply with any of its other obligations under the terms of this Lease. (b) Lessor agrees to indemnify and defend Lessee against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessor of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Towers by Lessor, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessor, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessor to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessor's failure to maintain equipment in proper working order; and (f) out of Lessor's failure to comply with any of its other obligations under the terms of this Lease. Any party seeking indemnification hereunder ("Indemnified Party") shall provide the other party ("Indemnifying Party") reasonably prompt notice of known claims giving rise to any claim for indemnity, and the Indemnifying Party shall have the right and opportunity to undertake the legal defense of such claims. The Indemnified Party and its counsel may nevertheless participate in (but not control) such proceedings, negotiations, or defense at its own expense. In all such cases, the Indemnified Party will give all reasonable assistance to the Indemnifying Party, including making the Indemnified Party's employees and documents available as reasonably requested without charge. 35 Estoppel Certificate and Attornment. Estoppel Certificate. Within ten (10) days after either party's request, the other party shall deliver, executed in recordable form, a declaration to any person designated by the requesting party (a) ratifying this Lease; (b) stating the commencement and termination dates; and (c) certifying (i) that this Lease is in full force and effect, and has not been assigned, modified, supplemented, or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to be performed have been satisfied (stating exceptions, if any); (iii) that no defenses or offsets against the enforcement of this Lease by the requesting party exist (or stating those claimed); (iv) advance rent, if any, paid by Lessee; (v) the date to which rent has been paid; (vi) the amount of security deposited with Lessor (if hereafter applicable for any reason); and (vii) such other information as the requesting party reasonably requires. Persons receiving such statements shall be entitled to rely upon them. Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Towers, or, if any of the Towers come into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such provisions as such mortgagee, Trustee, or other person reasonably requires, provided, however, that such attornment shall not modify the terms of this Lease. Failure to Execute Instruments. Either party's failure, without good and reasonable cause, to execute instruments or certificates provided for in this Paragraph 20, within fifteen (15) days after the receipt by such party of a written request, shall be a default under his Lease. Miscellaneous.

Estoppel Certificate and Attornment. Estoppel Certificate. Within ten (10) days after either party's request, the other party shall deliver, executed in recordable form, a declaration to any person designated by the requesting party (a) ratifying this Lease; (b) stating the commencement and termination dates; and (c) certifying (i) that this Lease is in full force and effect, and has not been assigned, modified, supplemented, or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to be performed have been satisfied (stating exceptions, if any); (iii) that no defenses or offsets against the enforcement of this Lease by the requesting party exist (or stating those claimed); (iv) advance rent, if any, paid by Lessee; (v) the date to which rent has been paid; (vi) the amount of security deposited with Lessor (if hereafter applicable for any reason); and (vii) such other information as the requesting party reasonably requires. Persons receiving such statements shall be entitled to rely upon them. Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Towers, or, if any of the Towers come into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such provisions as such mortgagee, Trustee, or other person reasonably requires, provided, however, that such attornment shall not modify the terms of this Lease. Failure to Execute Instruments. Either party's failure, without good and reasonable cause, to execute instruments or certificates provided for in this Paragraph 20, within fifteen (15) days after the receipt by such party of a written request, shall be a default under his Lease. Miscellaneous. Relationship of Parties. Nothing contained herein and no acts of the parties herein shall be deemed or construed as creating any relationship between the parties hereto other than the relationship of Lessor and Lessee or Landlord and Tenant. Governing Law. This Lease shall be governed and construed and enforced in accordance with the laws of the State of Georgia. Captions. The captions contained in this Lease are included solely for convenience and shall in no event affect or be used in connection with the interpretation of this Lease. Amendments. This Lease only may be amended or modified as may be agreed upon by written instrument executed by the parties hereto. Interest and Attorney's Fees. All sums becoming due or payable under this Lease, including all money expended pursuant to the provisions hereof or on account of any 36

default in the performance and observance of any agreements or covenants herein, shall bear interest at the rate of eight and one-half percent (8.5%) per annum (or at such lesser rate which is the maximum permitted by applicable law) from thirty (30) days after the date such sums become due or payable, or, in the event one of the parties expends money because of a default by the other, from thirty (30) days after the date the defaulting party received written notice that such money was expended. The prevailing party shall be entitled to its reasonable attorney's fees to collect any payment or to compel any performance ultimately held to be due under the provisions of this Lease. Brokers and Third Parties. Each party represents that it has not had dealings with any real estate broker or other person who may claim a commission or finder's fee with respect to this Lease in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the

default in the performance and observance of any agreements or covenants herein, shall bear interest at the rate of eight and one-half percent (8.5%) per annum (or at such lesser rate which is the maximum permitted by applicable law) from thirty (30) days after the date such sums become due or payable, or, in the event one of the parties expends money because of a default by the other, from thirty (30) days after the date the defaulting party received written notice that such money was expended. The prevailing party shall be entitled to its reasonable attorney's fees to collect any payment or to compel any performance ultimately held to be due under the provisions of this Lease. Brokers and Third Parties. Each party represents that it has not had dealings with any real estate broker or other person who may claim a commission or finder's fee with respect to this Lease in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the Indemnified Party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above: 37
If to the Lessor: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to:
Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Ave., N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 If to the Lessee: Beasley Broadcasting of Augusta, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley President Phone: (941) 263-5000

Fax: (941) 434-8950 Waiver. It is agreed that the waiving of any of the covenants of this Lease by either party shall be limited to the particular instance, and shall not be deemed to waive any other breaches of such covenant or any provision herein contained. Accord and Satisfaction. No receipt of money by Lessor after the termination of this Lease or after the service of any notice or after the commencement of any suit reinstates, continues, or extends the term of this Lease or affects any such notice or suit.

If to the Lessor:

Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to:
Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Ave., N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 If to the Lessee: Beasley Broadcasting of Augusta, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley President Phone: (941) 263-5000

Fax: (941) 434-8950 Waiver. It is agreed that the waiving of any of the covenants of this Lease by either party shall be limited to the particular instance, and shall not be deemed to waive any other breaches of such covenant or any provision herein contained. Accord and Satisfaction. No receipt of money by Lessor after the termination of this Lease or after the service of any notice or after the commencement of any suit reinstates, continues, or extends the term of this Lease or affects any such notice or suit. Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Towers, or Tower Sites, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Towers, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Towers; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Towers and Tower Sites, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to 38

Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages sustained by Lessee. Partial Invalidity. The invalidity of any provision, clause, or phrase contained in this Lease shall not serve to render the balance of this Lease ineffective or void; and the same shall be construed as if such had not been herein set forth. Documentary Stamps. Lessee shall bear the cost of any documentary stamps occasioned by this Lease should it wish to record this Lease.

Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages sustained by Lessee. Partial Invalidity. The invalidity of any provision, clause, or phrase contained in this Lease shall not serve to render the balance of this Lease ineffective or void; and the same shall be construed as if such had not been herein set forth. Documentary Stamps. Lessee shall bear the cost of any documentary stamps occasioned by this Lease should it wish to record this Lease. Rules and Regulations. Lessor may from time to time issue such rules and regulations in writing which it may consider necessary and desirable. Lessee agrees to abide by such rules and regulations so long as they do not unreasonably interfere with Lessee's use and occupancy of the Towers or conflict with this Lease. Force Majeure. Lessor assumes no responsibility for any losses or damages to Lessee's Property caused by acts of God, including, but not limited to, wind, lightning, rain, ice, earthquake, floods, or rising water, or by aircraft or vehicle damage. Lessor furthermore assumes no responsibility for losses or damages to Lessee's Property caused by any person other than employees and agents of Lessor. In the event that Lessor shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of acts of God (including, but not limited to, wind, lightning, rain, ice, earthquake, flood, or rising water), aircraft or vehicle damage or other casualty, unforeseen soil conditions, acts of third parties who are not employees of Lessor, strikes, lock-outs, labor troubles, inability to procure material, failure of power, governmental actions, laws or regulations, riots, insurrection, war, or other reasons beyond its control, then the performance of such act shall be excused for the period of delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay. Entire Agreement. This Lease, together with its Exhibits, constitutes and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous offers, negotiations, and agreements (whether oral or written) between the parties (or any of their related entities) concerning the subject matter of this Lease. Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. The Lease may also be executed in duplicate editions, each of which shall be effective as an original. 39

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ Witness By: ________________________________ (SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC.
_________________________ Witness By: ________________________________ (SEAL) Name: George G. Beasley Title: President

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ Witness By: ________________________________ (SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC.
_________________________ Witness By: ________________________________ (SEAL) Name: George G. Beasley Title: President

40 EXHIBIT D FORM OF PURCHASE NOTE PROMISSORY NOTE $588,817.00 February ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order of Beasley Broadcasting of Coastal Carolina, Inc., ("Payee"), the principal amount of FIVE HUNDRED EIGHTY-EIGHT THOUSAND EIGHT HUNDRED SEVENTEEN DOLLARS ($588,817.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated February ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%), compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay, in advance, Four Thousand Four Hundred Eighty Four Dollars and Seventeen Cents ($4,484.17). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). (d) Prepayment.

EXHIBIT D FORM OF PURCHASE NOTE PROMISSORY NOTE $588,817.00 February ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order of Beasley Broadcasting of Coastal Carolina, Inc., ("Payee"), the principal amount of FIVE HUNDRED EIGHTY-EIGHT THOUSAND EIGHT HUNDRED SEVENTEEN DOLLARS ($588,817.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated February ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%), compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay, in advance, Four Thousand Four Hundred Eighty Four Dollars and Seventeen Cents ($4,484.17). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). (d) Prepayment. (i) Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note.

(ii) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 2. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or (b) Payor pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or

(ii) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 2. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or (b) Payor pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or (c) an involuntary case or proceeding is commenced against Payor under any Bankruptcy Law and is not dismissed, bonded or discharged within ninety (90) days thereafter, or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against Payor in an involuntary case or proceeding; (ii) appoints a Custodian of Payor or for all or substantially all of its properties; or (iii) orders the liquidation of Payor; and in each case the order or decree remains unstayed and in effect for ninety (90) days. If any Event of Default shall have occurred and be continuing, Payee may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Payee under this Note. 2 (b) Assignment. The holders of this Note may not assign or otherwise transfer all or any portion of their rights and obligations under this Note to any other person or entity, without the prior written consent of the Payor, which consent shall not be unreasonably withheld. 3. Certain Definitions. "Bankruptcy Law" means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Payor. "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Event of Default" means any of the occurrences specified in Section 2 of this Note. 4. Miscellaneous (a) Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

(b) Assignment. The holders of this Note may not assign or otherwise transfer all or any portion of their rights and obligations under this Note to any other person or entity, without the prior written consent of the Payor, which consent shall not be unreasonably withheld. 3. Certain Definitions. "Bankruptcy Law" means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Payor. "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Event of Default" means any of the occurrences specified in Section 2 of this Note. 4. Miscellaneous (a) Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note. (b) Amendment and Waiver. No provision of this Note may be amended or waived unless Payor shall have obtained the written agreement of Payee. No failure or delay in exercising any right, power or privilege hereunder shall imply or otherwise operate as a waiver of any rights of Payee, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. (c) Successors, Assigns and Transferors. The foregoing, the obligations of Payor and Payee under this Note shall be binding upon, and inure to the benefit of, and be enforceable by, Payor and Payee, and their respective successors and permitted assigns, whether or not so expressed. (d) Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to any conflicts of laws principles thereof that would otherwise require the application of the law of any other jurisdiction. (e) Notices. Any notice, request, instruction or other document to be given hereunder by either party to the other shall be in writing and shall be deemed given when received and shall be (i) delivered personally or (ii) mailed by certified mail, postage prepaid, return receipt requested or (iii) delivered by Federal Express or a similar overnight courier or (iv) sent via facsimile transmission to the fax number given below, as follows: 3

If to Payor, addressed to: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Fax: (941) 434-8950 With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Attn: Joseph D. Sullivan, Esq. Fax: (202) 637-2201

If to Payor, addressed to: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Fax: (941) 434-8950 With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Attn: Joseph D. Sullivan, Esq. Fax: (202) 637-2201 If to Payee, addressed to: Beasley Broadcasting of Augusta 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Fax: (941) 434-8950 or to such other place and with such other copies as either party may designate as to itself by written notice to the other party. 4

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. BEASLEY FAMILY TOWERS, INC. By: ____________________________ Name: B. Caroline Beasley Title: Secretary 5 EXHIBIT E FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of February, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of February ___, 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Towers and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement):

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. BEASLEY FAMILY TOWERS, INC. By: ____________________________ Name: B. Caroline Beasley Title: Secretary 5 EXHIBIT E FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of February, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of February ___, 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Towers and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to the Towers described in Exhibits A and B of the Asset Purchase Agreement. 2. Purchaser hereby accepts the sale, conveyance and assignment of the Towers, effective as of 12:01 a.m. Eastern Time on February __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on February __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Towers and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Towers.

5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. [Signature page follows]

EXHIBIT E FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of February, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of February ___, 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Towers and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to the Towers described in Exhibits A and B of the Asset Purchase Agreement. 2. Purchaser hereby accepts the sale, conveyance and assignment of the Towers, effective as of 12:01 a.m. Eastern Time on February __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on February __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Towers and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Towers.

5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. [Signature page follows]

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: ___________________________ Name: George G. Beasley

5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. [Signature page follows]

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: ___________________________ Name: George G. Beasley Title: President PURCHASER: BEASLEY FAMILY TOWERS, INC. By: ___________________________ Name: B. Caroline Beasley Title: Secretary

EXHIBIT F FORM OF GROUND LEASES ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is entered into as of this _____ day of February, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Assignor"), and BEASLEY FAMILY TOWERS, INC., ("Assignee"). WHEREAS, Assignor and George G. Beasley ("Beasley"), entered into those certain Lease Agreements, dated _____________, where Beasley leased certain real property to Assignor (such Lease Agreements called herein the "Ground Leases"); WHEREAS, Assignor intends to sell and convey to Assignee certain tower assets used and held for use in the operation of broadcast station WGAC-AM, Augusta, Georgia, pursuant to the terms of that certain Agreement of Sale (the "Purchase Agreement"), dated as of February ___, 2000, by and between Assignor and Assignee; WHEREAS, in connection with such transaction, Assignor is required to assign to Assignee all of Assignor's right, title and interest, as lessee, in and to the Ground Leases. NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Assignor hereby transfers, conveys and assigns to Assignee all of Assignor's right, title and interest in, to and under the Ground Leases. 2. Assumption of Ground Leases Liabilities. Assignee assumes the liabilities, duties and obligations of Assignor under the Ground Leases which accrue on or after the date hereof, and Assignor shall have no further liability or responsibility therefor.

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: ___________________________ Name: George G. Beasley Title: President PURCHASER: BEASLEY FAMILY TOWERS, INC. By: ___________________________ Name: B. Caroline Beasley Title: Secretary

EXHIBIT F FORM OF GROUND LEASES ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is entered into as of this _____ day of February, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Assignor"), and BEASLEY FAMILY TOWERS, INC., ("Assignee"). WHEREAS, Assignor and George G. Beasley ("Beasley"), entered into those certain Lease Agreements, dated _____________, where Beasley leased certain real property to Assignor (such Lease Agreements called herein the "Ground Leases"); WHEREAS, Assignor intends to sell and convey to Assignee certain tower assets used and held for use in the operation of broadcast station WGAC-AM, Augusta, Georgia, pursuant to the terms of that certain Agreement of Sale (the "Purchase Agreement"), dated as of February ___, 2000, by and between Assignor and Assignee; WHEREAS, in connection with such transaction, Assignor is required to assign to Assignee all of Assignor's right, title and interest, as lessee, in and to the Ground Leases. NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Assignor hereby transfers, conveys and assigns to Assignee all of Assignor's right, title and interest in, to and under the Ground Leases. 2. Assumption of Ground Leases Liabilities. Assignee assumes the liabilities, duties and obligations of Assignor under the Ground Leases which accrue on or after the date hereof, and Assignor shall have no further liability or responsibility therefor. 3. Counterparts. This Assignment may be executed in counterparts. [Signature pages follow]

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the day and year first written above.

EXHIBIT F FORM OF GROUND LEASES ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF LEASE ("Assignment") is entered into as of this _____ day of February, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Assignor"), and BEASLEY FAMILY TOWERS, INC., ("Assignee"). WHEREAS, Assignor and George G. Beasley ("Beasley"), entered into those certain Lease Agreements, dated _____________, where Beasley leased certain real property to Assignor (such Lease Agreements called herein the "Ground Leases"); WHEREAS, Assignor intends to sell and convey to Assignee certain tower assets used and held for use in the operation of broadcast station WGAC-AM, Augusta, Georgia, pursuant to the terms of that certain Agreement of Sale (the "Purchase Agreement"), dated as of February ___, 2000, by and between Assignor and Assignee; WHEREAS, in connection with such transaction, Assignor is required to assign to Assignee all of Assignor's right, title and interest, as lessee, in and to the Ground Leases. NOW, THEREFORE, in consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Assignment. Assignor hereby transfers, conveys and assigns to Assignee all of Assignor's right, title and interest in, to and under the Ground Leases. 2. Assumption of Ground Leases Liabilities. Assignee assumes the liabilities, duties and obligations of Assignor under the Ground Leases which accrue on or after the date hereof, and Assignor shall have no further liability or responsibility therefor. 3. Counterparts. This Assignment may be executed in counterparts. [Signature pages follow]

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the day and year first written above.
[SEAL] ASSIGNOR:

BEASLEY BROADCASTING OF AUGUSTA, INC. ATTEST: By: __________________________ Name: George G. Beasley Title: President

____________________________ Name: B. Caroline Beasley Title: Secretary

STATE OF: _________________) )ss. COUNTY OF _________________) This is to certify that on the _____ day of [February, 2000], before me personally appeared George G. Beasley

IN WITNESS WHEREOF, the undersigned have executed this Assignment as of the day and year first written above.
[SEAL] ASSIGNOR:

BEASLEY BROADCASTING OF AUGUSTA, INC. ATTEST: By: __________________________ Name: George G. Beasley Title: President

____________________________ Name: B. Caroline Beasley Title: Secretary

STATE OF: _________________) )ss. COUNTY OF _________________) This is to certify that on the _____ day of [February, 2000], before me personally appeared George G. Beasley with whom I am personally acquainted, who, being by me duly sworn, says: That he is President and B. Caroline Beasley is the Secretary of BEASLEY BROADCASTING OF AUGUSTA, INC., the corporation described in and which executed the foregoing instrument; that he knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal, and the name of the corporation was subscribed thereto by the said President, attested by said Secretary, and said common seal was affixed, all by authority duly conferred, and that said instrument is the act and deed of said corporation. WITNESS, my hand and notarial seal, this ____ day of February, 2000.

NOTARY PUBLIC My commission expires:

[SEAL]

ASSIGNEE:

BEASLEY FAMILY TOWERS, INC.

ATTEST:

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

Name: B. Caroline Beasley Title: Secretary STATE OF: _________________) )ss.

[SEAL]

ASSIGNEE:

BEASLEY FAMILY TOWERS, INC.

ATTEST:

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

Name: B. Caroline Beasley Title: Secretary STATE OF: _________________) )ss. COUNTY OF _________________) This is to certify that on the _____ day of February, 2000, before me personally appeared George G. Beasley with whom I am personally acquainted, who, being by me duly sworn, says: That he is Chief Executive Officer and B. Caroline Beasley is the Secretary of BEASLEY FAMILY TOWERS, INC., the corporation described in and which executed the foregoing instrument; that she knows the common seal of said corporation; that the seal affixed to the foregoing instrument is said common seal, and the name of the corporation was subscribed thereto by the said Chief Executive Officer, attested by said Secretary and said common seal was affixed, all by authority duly conferred, and that said instrument is the act and deed of said corporation. WITNESS, my hand and notarial seal, this ____ day of February, 2000. NOTARY PUBLIC My commission expires:

EXHIBIT G FORM OF LEASE AGREEMENT

AMENDMENT TO AGREEMENT OF SALE 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 Beasley Broadcasting of Augusta, Inc., 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 two (2) communications tower facilities used in the operation of radio broadcast station WGAC-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;

EXHIBIT G FORM OF LEASE AGREEMENT

AMENDMENT TO AGREEMENT OF SALE 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 Beasley Broadcasting of Augusta, Inc., 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 two (2) communications tower facilities used in the operation of radio broadcast station WGAC-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 first recital of the Agreement is hereby amended and restated as follows: WHEREAS, Seller owns two (2) communications towers used in the operation of radio broadcast station WGAC-AM (the "Daytime Tower" and the "Nighttime Tower", and collectively called herein the "Towers"), the Daytime Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "Daytime Tower Site"), and the Nighttime Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "Nighttime Tower Site", and together with the Daytime Tower Site, collectively called herein the "Tower Sites"), the Daytime Tower and the Daytime Tower Site are more particularly described on Exhibit A attached hereto and the Nighttime Tower and the Nighttime Tower Site are more particularly described on Exhibit B attached hereto; INDEX OF EXHIBITS The first two (2) Exhibit listings in the Index of Exhibits are amended and restated as follows: Exhibit A Description of Daytime Tower and Daytime Tower Site Exhibit B Description of Nighttime Tower and Nighttime Tower Site

2. Exhibit A of the Agreement is hereby amended and restated as shown on Exhibit 1 of this Amendment. 3. Exhibit B of the Agreement is hereby amended and restated as shown on Exhibit 2 of this Amendment. 4. 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. 5. 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. 6. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW

AMENDMENT TO AGREEMENT OF SALE 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 Beasley Broadcasting of Augusta, Inc., 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 two (2) communications tower facilities used in the operation of radio broadcast station WGAC-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 first recital of the Agreement is hereby amended and restated as follows: WHEREAS, Seller owns two (2) communications towers used in the operation of radio broadcast station WGAC-AM (the "Daytime Tower" and the "Nighttime Tower", and collectively called herein the "Towers"), the Daytime Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "Daytime Tower Site"), and the Nighttime Tower situated on a certain tract of land which Seller leases from a third party (such tract of land called herein the "Nighttime Tower Site", and together with the Daytime Tower Site, collectively called herein the "Tower Sites"), the Daytime Tower and the Daytime Tower Site are more particularly described on Exhibit A attached hereto and the Nighttime Tower and the Nighttime Tower Site are more particularly described on Exhibit B attached hereto; INDEX OF EXHIBITS The first two (2) Exhibit listings in the Index of Exhibits are amended and restated as follows: Exhibit A Description of Daytime Tower and Daytime Tower Site Exhibit B Description of Nighttime Tower and Nighttime Tower Site

2. Exhibit A of the Agreement is hereby amended and restated as shown on Exhibit 1 of this Amendment. 3. Exhibit B of the Agreement is hereby amended and restated as shown on Exhibit 2 of this Amendment. 4. 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. 5. 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. 6. 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 GEORGIA. [Signature page follows]

2. Exhibit A of the Agreement is hereby amended and restated as shown on Exhibit 1 of this Amendment. 3. Exhibit B of the Agreement is hereby amended and restated as shown on Exhibit 2 of this Amendment. 4. 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. 5. 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. 6. 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 GEORGIA. [Signature page follows]

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 BROADCASTING OF AUGUSTA, INC. By: _________________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: _________________________________ Name: B. Caroline Beasley Title: Secretary

EXHIBIT 1 EXHIBIT A DESCRIPTION OF DAYTIME TOWER AND DAYTIME TOWER SITE WGAC-AM That certain Four Hundred Thirty-Five (435) foot radio broadcast tower situated on that tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT 2 EXHIBIT B DESCRIPTION OF NIGHTTIME TOWER AND NIGHTTIME TOWER SITE

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 BROADCASTING OF AUGUSTA, INC. By: _________________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: _________________________________ Name: B. Caroline Beasley Title: Secretary

EXHIBIT 1 EXHIBIT A DESCRIPTION OF DAYTIME TOWER AND DAYTIME TOWER SITE WGAC-AM That certain Four Hundred Thirty-Five (435) foot radio broadcast tower situated on that tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT 2 EXHIBIT B DESCRIPTION OF NIGHTTIME TOWER AND NIGHTTIME TOWER SITE That certain Two Hundred Sixty-Two (262) foot radio broadcast tower situated on that tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor two (2) communications tower facilities (each a "Tower" and collectively, the "Towers"), each used in the operation of radio broadcast station WGAC-AM, such Towers used for the purpose of Lessee's radio broadcast transmission activities;

EXHIBIT 1 EXHIBIT A DESCRIPTION OF DAYTIME TOWER AND DAYTIME TOWER SITE WGAC-AM That certain Four Hundred Thirty-Five (435) foot radio broadcast tower situated on that tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT 2 EXHIBIT B DESCRIPTION OF NIGHTTIME TOWER AND NIGHTTIME TOWER SITE That certain Two Hundred Sixty-Two (262) foot radio broadcast tower situated on that tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor two (2) communications tower facilities (each a "Tower" and collectively, the "Towers"), each used in the operation of radio broadcast station WGAC-AM, such Towers used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Towers obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 7. The first recital of the Lease is amended and restated as follows: WHEREAS, Lessor owns two (2) communications towers, the first of such towers described on Exhibit A attached hereto (the "Daytime Tower"), and located on a certain tract of real estate located in Augusta, Georgia described in Exhibit B attached hereto (hereinafter referred to as the "Daytime Tower Site"); and the second of such towers described on Exhibit C attached hereto (the "Nighttime Tower" and together with the Daytime Tower, collectively called herein the "Towers"), such Nighttime Tower located on a certain tract of real estate located in North Augusta, South Carolina and described in Exhibit D attached hereto (hereinafter referred to as the "Nighttime Tower Site", and together with the Daytime Tower Site, collectively called herein the "Tower Sites"; the term "Tower Sites" shall also include any appurtenant easements on each of such tracts of land);

EXHIBIT 2 EXHIBIT B DESCRIPTION OF NIGHTTIME TOWER AND NIGHTTIME TOWER SITE That certain Two Hundred Sixty-Two (262) foot radio broadcast tower situated on that tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor two (2) communications tower facilities (each a "Tower" and collectively, the "Towers"), each used in the operation of radio broadcast station WGAC-AM, such Towers used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Towers obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 7. The first recital of the Lease is amended and restated as follows: WHEREAS, Lessor owns two (2) communications towers, the first of such towers described on Exhibit A attached hereto (the "Daytime Tower"), and located on a certain tract of real estate located in Augusta, Georgia described in Exhibit B attached hereto (hereinafter referred to as the "Daytime Tower Site"); and the second of such towers described on Exhibit C attached hereto (the "Nighttime Tower" and together with the Daytime Tower, collectively called herein the "Towers"), such Nighttime Tower located on a certain tract of real estate located in North Augusta, South Carolina and described in Exhibit D attached hereto (hereinafter referred to as the "Nighttime Tower Site", and together with the Daytime Tower Site, collectively called herein the "Tower Sites"; the term "Tower Sites" shall also include any appurtenant easements on each of such tracts of land);

8. The second sentence of Section 13.01 of the Lease is hereby deleted. 9. The last sentence of Section 14.01 of the Lease is hereby deleted. 10. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 11. Exhibit A of the Lease is amended and restated as follows: DESCRIPTION OF DAYTIME TOWER WGAC-AM That certain Four Hundred Thirty-Five (435) foot tower situated on a tract of land described on Exhibit B herein.

AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor two (2) communications tower facilities (each a "Tower" and collectively, the "Towers"), each used in the operation of radio broadcast station WGAC-AM, such Towers used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Towers obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 7. The first recital of the Lease is amended and restated as follows: WHEREAS, Lessor owns two (2) communications towers, the first of such towers described on Exhibit A attached hereto (the "Daytime Tower"), and located on a certain tract of real estate located in Augusta, Georgia described in Exhibit B attached hereto (hereinafter referred to as the "Daytime Tower Site"); and the second of such towers described on Exhibit C attached hereto (the "Nighttime Tower" and together with the Daytime Tower, collectively called herein the "Towers"), such Nighttime Tower located on a certain tract of real estate located in North Augusta, South Carolina and described in Exhibit D attached hereto (hereinafter referred to as the "Nighttime Tower Site", and together with the Daytime Tower Site, collectively called herein the "Tower Sites"; the term "Tower Sites" shall also include any appurtenant easements on each of such tracts of land);

8. The second sentence of Section 13.01 of the Lease is hereby deleted. 9. The last sentence of Section 14.01 of the Lease is hereby deleted. 10. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 11. Exhibit A of the Lease is amended and restated as follows: DESCRIPTION OF DAYTIME TOWER WGAC-AM That certain Four Hundred Thirty-Five (435) foot tower situated on a tract of land described on Exhibit B herein. 12. Exhibit B of the Lease is amended and restated as shown on Exhibit 1 to this Amendment. 13. Exhibit C of the Lease is amended and restated as follows: DESCRIPTION OF NIGHTTIME TOWER WGAC-AM That certain Two Hundred Sixty-Two (262) foot tower situated on a tract of land described on Exhibit D herein. 14. Exhibit D of the Lease is amended and restated as shown on Exhibit 2 to this Amendment.

8. The second sentence of Section 13.01 of the Lease is hereby deleted. 9. The last sentence of Section 14.01 of the Lease is hereby deleted. 10. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 11. Exhibit A of the Lease is amended and restated as follows: DESCRIPTION OF DAYTIME TOWER WGAC-AM That certain Four Hundred Thirty-Five (435) foot tower situated on a tract of land described on Exhibit B herein. 12. Exhibit B of the Lease is amended and restated as shown on Exhibit 1 to this Amendment. 13. Exhibit C of the Lease is amended and restated as follows: DESCRIPTION OF NIGHTTIME TOWER WGAC-AM That certain Two Hundred Sixty-Two (262) foot tower situated on a tract of land described on Exhibit D herein. 14. Exhibit D of the Lease is amended and restated as shown on Exhibit 2 to this Amendment. 15. Except as expressly provided herein, the Lease 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 Lease. 16. 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. 17. 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 GEORGIA. [Signature page follows]

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ____________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC. BY: ____________________________________ Name: George G. Beasley

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ____________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC. BY: ____________________________________ Name: George G. Beasley Title: President

AGREEMENT OF SALE (O&O) This Agreement of Sale (the "Agreement") is made this ___ day of December, 2000, between Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller") and Beasley Family Towers, Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns certain real and personal property comprising one parcel of real property and one (1) communications tower facilities (the "Tower"), located in New Ellanton, SC and used in connection with the operation of radio broadcast station WAJY-FM (the "Tower Site"); WHEREAS, Seller desires to sell and Buyer desires to purchase the Tower and certain real and personal property belonging to Seller and associated with the Tower Site; 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, the Parties, intending to be legally bound hereby, agree as follows: 1. Agreement to Sell and Purchase. Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from Seller, the following assets upon the terms and conditions contained herein (collectively, the "Assets"): (a) That certain tract of land, and easements or appurtenances incident to such tract of land, that are associated with the Tower Site (collectively, such land, easements and appurtenances, the "Land"), and the Tower, such Tower and the Land more particularly described in Exhibit A attached hereto and incorporated herein; and (b) The lease for use of space the Tower located at the Tower Site and certain real property within the Tower Site as more particularly discussed in Section 5(d) of this Agreement. 2. Assumption of Liabilities. (a) Upon the terms and subject to the conditions contained herein, Buyer shall assume and become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") under the Tower Lease and with respect to the ownership of the Land and Tower, and the operation of the business relating to the Assets (as defined in Section

AGREEMENT OF SALE (O&O) This Agreement of Sale (the "Agreement") is made this ___ day of December, 2000, between Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller") and Beasley Family Towers, Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns certain real and personal property comprising one parcel of real property and one (1) communications tower facilities (the "Tower"), located in New Ellanton, SC and used in connection with the operation of radio broadcast station WAJY-FM (the "Tower Site"); WHEREAS, Seller desires to sell and Buyer desires to purchase the Tower and certain real and personal property belonging to Seller and associated with the Tower Site; 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, the Parties, intending to be legally bound hereby, agree as follows: 1. Agreement to Sell and Purchase. Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from Seller, the following assets upon the terms and conditions contained herein (collectively, the "Assets"): (a) That certain tract of land, and easements or appurtenances incident to such tract of land, that are associated with the Tower Site (collectively, such land, easements and appurtenances, the "Land"), and the Tower, such Tower and the Land more particularly described in Exhibit A attached hereto and incorporated herein; and (b) The lease for use of space the Tower located at the Tower Site and certain real property within the Tower Site as more particularly discussed in Section 5(d) of this Agreement. 2. Assumption of Liabilities. (a) Upon the terms and subject to the conditions contained herein, Buyer shall assume and become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") under the Tower Lease and with respect to the ownership of the Land and Tower, and the operation of the business relating to the Assets (as defined in Section 5(d) hereof) (collectively, the "Assumed Liabilities"). (b) Subject to the provisions of Section 13 hereof, it is understood and agreed that all liabilities to third parties relating to the Assets that arise out of any act, event, or transaction of Seller or the ownership of the Assets or the operation of the business relating to

the Assets prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and, (subject to Section 13 hereof), Seller shall and hereby agrees to satisfy in due course all such Retained Liabilities, and Seller shall protect and forever hold Buyer harmless from all claims with respect to such Retained Liabilities. It is understood and agreed that all liabilities relating to the Assets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to Section 13 hereof Buyer shall protect and forever hold Seller harmless from all claims with respect to such Assumed Liabilities. 3. Purchase Price. (a) The purchase price for the Assets shall be the amount of One Hundred Fifty One Thousand Two Hundred Fifty Dollars ($151,250.00) (the "Purchase Price"). The Purchase Price shall be adjusted at the Closing by the

the Assets prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and, (subject to Section 13 hereof), Seller shall and hereby agrees to satisfy in due course all such Retained Liabilities, and Seller shall protect and forever hold Buyer harmless from all claims with respect to such Retained Liabilities. It is understood and agreed that all liabilities relating to the Assets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to Section 13 hereof Buyer shall protect and forever hold Seller harmless from all claims with respect to such Assumed Liabilities. 3. Purchase Price. (a) The purchase price for the Assets shall be the amount of One Hundred Fifty One Thousand Two Hundred Fifty Dollars ($151,250.00) (the "Purchase Price"). The Purchase Price shall be adjusted at the Closing by the amount of any prorations derived by operation of Section 6 hereof, and for any other normal income and expense items related to the operation of the Tower Sites as of 12:01 am on the day on which the Closing occurs. The Purchase Price shall be allocated among the Assets in accordance with Section 3(b). (b) Buyer and Seller agree to allocate the aggregate of the Purchase Price, the Assumed Liabilities and other relevant items among the Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). Buyer and Seller will each report the federal, state, and local and other tax consequences of the purchase and sale contemplated hereby (including the filing of IRS Form 8594) in a manner consistent with such allocation. 4. Delivery of Purchase Price. (a) The Purchase Price shall be payable at Closing (as defined in Section 8 below) in the manner set forth in Section 4(b). (b) As payment of the Purchase Price, Buyer shall deliver to Seller at Closing an unsecured promissory note of Buyer in the aggregate principal amount of One Hundred Fifty One Thousand Two Hundred Fifty Dollars ($151,250.00), substantially in the form of Exhibit B (the "Purchase Note"). 5. Transfer of Tower; Title Insurance. (a) Transfer of title to the Land shall be by deed from the Seller to the Buyer (a "Deed"), which Deed shall be in the form of Exhibit C attached hereto and incorporated herein. Transfer of ownership of the Tower and assumption of the Assumed Liabilities pursuant to Section 2 hereof shall be pursuant to the Assignment, Bill of Sale and Assumption Agreement from the Seller to Buyer in the form of Exhibit D attached hereto and incorporated herein (the "Assignment, Bill of Sale and Assumption Agreement"). 2

(b) The Assets shall be transferred to Buyer free and clear of all liens, encumbrances other than Permitted Encumbrances, if any; otherwise the title to the Land shall be good and marketable or such as will be insured by a reputable title insurance company at regular rates. "Permitted Encumbrances" shall mean: (i) encumbrances for taxes, assessments, or governmental charges or levies which are not yet due and payable, or that, subject to adequate security for payment, are being contested; (ii) existing building restrictions, ordinances, easements of roads, privileges, or rights of public service companies or other rights of way, other restrictions or conditions of record, if any or other encumbrances disclosed in this Agreement (including the Exhibits attached hereto); (iii) easements, rights of way or other encumbrances that do not have a material adverse effect on the Assets or the operation of the business relating to the Assets as currently operated; (iv) encumbrances imposed by law, such as materialmen's, mechanic's, carrier's, workmen's, or repairmen's liens or other similar encumbrances attaching in the ordinary course of business or securing obligations that are not overdue; (v) encumbrances securing indebtedness, which will be removed prior to or at the Closing; and (vi) encumbrances pursuant to contracts and leases to be assumed by Buyer pursuant to Section 2.

(b) The Assets shall be transferred to Buyer free and clear of all liens, encumbrances other than Permitted Encumbrances, if any; otherwise the title to the Land shall be good and marketable or such as will be insured by a reputable title insurance company at regular rates. "Permitted Encumbrances" shall mean: (i) encumbrances for taxes, assessments, or governmental charges or levies which are not yet due and payable, or that, subject to adequate security for payment, are being contested; (ii) existing building restrictions, ordinances, easements of roads, privileges, or rights of public service companies or other rights of way, other restrictions or conditions of record, if any or other encumbrances disclosed in this Agreement (including the Exhibits attached hereto); (iii) easements, rights of way or other encumbrances that do not have a material adverse effect on the Assets or the operation of the business relating to the Assets as currently operated; (iv) encumbrances imposed by law, such as materialmen's, mechanic's, carrier's, workmen's, or repairmen's liens or other similar encumbrances attaching in the ordinary course of business or securing obligations that are not overdue; (v) encumbrances securing indebtedness, which will be removed prior to or at the Closing; and (vi) encumbrances pursuant to contracts and leases to be assumed by Buyer pursuant to Section 2. (c) As soon as practicable following the Closing, or at such other time as the parties agree, Seller, at its expense, shall obtain and deliver to Buyer a commitment for title insurance (the "Title Commitment") issued by a nationally recognized title company in the ALTA Owner's Form Policy of Title Insurance (each a "Title Policy" and collectively, "Title Policies") covering each tract of Land, setting forth the current status of title thereto, showing all recorded liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions and any other matters of public record affecting title to the Land pursuant to which such title company agrees to issue to Buyer the Title Policies. The cost of the Title Policies shall be borne by the Buyer. Seller shall execute such customary documents as the title company reasonably requests, including, but not limited to, an affidavit of debts and liens and customary closing statements. (d) Buyer and Seller acknowledge that the Tower is occupied by a tenant pursuant to a tower lease between such tenant and the Seller, for space on the Tower, such tower lease made effective prior to the effective date of this Agreement (the "Tower Lease"). Buyer acknowledges receipt of copies of the Tower Lease from Seller. At Closing, Seller will assign all of its right, title, and interest in the Tower Lease to Buyer, and Buyer shall assume the obligations under such Tower Lease, in the Assignment, Bill of Sale and Assumption Agreement. In the event that the Buyer receives after Closing any lease payments from the tenant pursuant to the Tower Lease for rent that accrued prior to Closing, Buyer shall remit such lease payments promptly to Seller. Conversely, in the event Seller receives after Closing any lease payments from the tenant pursuant to the Tower Lease for rent that accrued after Closing, Seller shall remit such lease payments promptly to Buyer. 6. Apportionment of Real Estate Taxes, Rent, Utilities. (a) Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be apportioned between the parties to reflect the principle that all expenses and income arising from the operation of the Assets up through the Adjustment Time shall be for the account of Seller, and all expenses and income arising from the 3

operation of the business relating to the Assets acquired by Buyer after the Adjustment Time shall be for the account of Buyer. (b) As soon as practicable following the Closing Date, or at such other time as the parties agree, Buyer shall deliver to Seller a certificate from Buyer which sets forth as of the Adjustment Time, all adjustments to be made as provided in Section 6(a) above (the "Buyer's Certificate"). Buyer shall provide Seller or its representatives access to copies of such portions of books and records Seller may reasonably request solely for the purposes of verifying such adjustments. The Buyer's Certificate shall be final and conclusive unless objected to by Seller in writing within ninety (90) days after delivery. Buyer and Seller shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within thirty (30) days after receipt of such written objection, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review.

operation of the business relating to the Assets acquired by Buyer after the Adjustment Time shall be for the account of Buyer. (b) As soon as practicable following the Closing Date, or at such other time as the parties agree, Buyer shall deliver to Seller a certificate from Buyer which sets forth as of the Adjustment Time, all adjustments to be made as provided in Section 6(a) above (the "Buyer's Certificate"). Buyer shall provide Seller or its representatives access to copies of such portions of books and records Seller may reasonably request solely for the purposes of verifying such adjustments. The Buyer's Certificate shall be final and conclusive unless objected to by Seller in writing within ninety (90) days after delivery. Buyer and Seller shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within thirty (30) days after receipt of such written objection, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. (c) In the event of a disagreement between Buyer and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Buyer and Seller shall be the final arbiter of such disagreement. (d) Any amounts due for the adjustments provided for herein shall be paid within thirty (30) business days after final determination. 7. Expenses. (a) Seller and Buyer shall share equally the costs of preparation of the Deeds, acknowledgement of the Deeds, Federal, state and local revenue stamps, and real estate transfer taxes. (b) All other costs and expenses incurred by the Parties in this transaction, including, but not limited to attorneys' fees, shall be paid by the party incurring them . 8. Closing; Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the 4

transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b), and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or

transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b), and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof. 9. Closing Deliveries. (a) At Closing, Seller shall execute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deed; (ii) The Assignment, Bill of Sale and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to the effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) A lease agreement, by and between Buyer, as lessor, and Seller, as lessee, substantially in the form of Exhibit F (the "Lease Agreement"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and the transactions contemplated herein; and (ii) the Assignment, Bill of Sale and Assumption Agreement; 5

(iii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iv) The Purchase Note executed by a duly authorized officer of Buyer; and (v) A lease agreement, by and between Buyer, as lessor, and Seller, as lessee, substantially in the form of Exhibit F (the "Lease Agreement"). (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller agree that such other documents as may be legally necessary or appropriate to

(iii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iv) The Purchase Note executed by a duly authorized officer of Buyer; and (v) A lease agreement, by and between Buyer, as lessor, and Seller, as lessee, substantially in the form of Exhibit F (the "Lease Agreement"). (c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller agree that such other documents as may be legally necessary or appropriate to carry out the terms of this Agreement or as reasonably requested by the other party shall be executed and delivered by the appropriate party at Closing. 10. Representations and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows : (a) Seller has good and marketable title to the Tower and the Land (or such condition of title as will be insured by any reputable title insurance company at their regular rates), and the Assets are free and clear of liens, encumbrances, restrictions and security interests other than Permitted Encumbrances. (b) Seller has full power and authority to execute and deliver this Agreement and Seller's Closing Documents, and to perform its obligations hereunder and thereunder. (c) This Agreement and Seller's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their terms. (d) The sale of the Assets shall not materially conflict with, or result in, a breach of the terms of any agreements or instruments to which the Seller is a party or which would result in the creation or imposition of any lien, charge or encumbrance on, or give to others any interest in or right to, any of the Assets. (e) Seller has paid or will pay, at or prior to Closing, all outstanding obligations for utilities and taxes through the Closing Date except for such items as are covered by the proration of items of income and expense as set forth in Section 6 hereof. (f) No third-party authorization or approval of, or filing with, any person, entity, or authority will be required in connection with the execution and delivery of this Agreement or the transactions contemplated by this Agreement. 6

(g) Assuming all consents and approvals required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Seller's compliance with, the terms and provisions of this Agreement will conflict with, or result in, a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Seller, or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Seller is subject or any material agreement or contract to which Seller is a party or to which it is subject, or constitute a material default thereunder. (h) Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 11. Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows:

(g) Assuming all consents and approvals required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Seller's compliance with, the terms and provisions of this Agreement will conflict with, or result in, a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Seller, or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Seller is subject or any material agreement or contract to which Seller is a party or to which it is subject, or constitute a material default thereunder. (h) Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 11. Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows: (a) Buyer has full power and authority to execute and deliver this Agreement and Buyer's Closing Documents, and to perform its respective obligations hereunder and thereunder. (b) This Agreement and Buyer's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Buyer enforceable against Buyer, in accordance with their terms. (c) Assuming all consents and approvals required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Buyer's compliance with, the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Buyer or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Buyer is subject or any material agreement or contract to which Buyer is a party or to which it is subject, or constitute a material default thereunder. 12. Representations and Warranties Survive Closing. All of the provisions of this Agreement and of the Closing Documents and all of the representations, warranties, considerations, and agreements contained herein and in the Closing Documents shall survive Closing and continue in full force and effect for a period of twelve (12) months from the Closing Date; provided that if a claim for indemnification is made by either party under Section 13 hereof within such twelve (12) month period, the provisions of Section 13 shall survive until resolution of such claim. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature of the claim is given on or prior to the last day of the twelve (12) month period following the Closing Date. 7 13. Indemnification. (a) Seller shall indemnify, defend, and hold Buyer, its affiliates, partners, employees, officers, directors, agents, and representatives harmless from and against any and all reasonable losses, costs, expenses, liabilities, penalties, claims, and other damages including, but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigation, reasonably incurred and resulting from: (i) any breach of Seller's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Seller of any of its covenants or agreements contained herein or in any Seller's Closing Document; (iii) the Retained Liabilities;

13. Indemnification. (a) Seller shall indemnify, defend, and hold Buyer, its affiliates, partners, employees, officers, directors, agents, and representatives harmless from and against any and all reasonable losses, costs, expenses, liabilities, penalties, claims, and other damages including, but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigation, reasonably incurred and resulting from: (i) any breach of Seller's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Seller of any of its covenants or agreements contained herein or in any Seller's Closing Document; (iii) the Retained Liabilities; (iv) any and all losses, liabilities or damages resulting from Sellers' operations or ownership of any Tower Site prior to the Closing Date, including any and all liabilities arising under the Assets which relate to events occurring prior to the Closing Date. (b) Buyer shall indemnify, defend and hold Seller, its affiliates, employees, officers, directors, agents and representatives harmless from and against any and all losses, costs, expenses, liabilities, penalties, claims, and other damages, including but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigations, reasonably incurred and resulting from: (i) any breach of Buyer's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Buyer of any of its covenants or agreements contained herein or in any Buyer's Closing Document; (iii) the Assumed Liabilities; (iv) any and all losses, liabilities or damages resulting from Buyer's operations or ownership of any Tower Site subsequent to the Closing Date, including any and all liabilities arising under the Assets which related to events occurring subsequent to the Closing Date. (c) In the event either Buyer or Seller (the "Indemnified Party") becomes aware of circumstances which would entitle such party to indemnification by the other party hereunder (the "Indemnifying Party"), the Indemnified Party shall give the Indemnifying 8

Party prompt written notice, with reasonable detail, of such claim. Upon receipt of such notice by the Indemnified Party to the Indemnifying Party, the Indemnifying Party shall have the option of defending against such pending litigation through engagement of legal counsel of its choice, provided, however, that the Indemnifying Party's choice of legal counsel must be acceptable to the Indemnified Party in its reasonable discretion. In the event the Indemnifying Party elects to defend, the Indemnifying Party shall keep the Indemnified Party fully informed on a timely basis of the status of the pending litigation. In the event that the Indemnifying Party elects to defend and is unsuccessful in such defense, it shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages as described above, including but not limited to, reasonable attorney's fees and other costs and expenses associated with the pending litigation being so defended. In the event the Indemnifying Party elects not to defend and the Indemnified Party defends, but is unsuccessful, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages, as described above, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. In the event that Indemnifying Party elects not to defend and the Indemnified Party defends successfully, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all costs and expenses incurred, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. The

Party prompt written notice, with reasonable detail, of such claim. Upon receipt of such notice by the Indemnified Party to the Indemnifying Party, the Indemnifying Party shall have the option of defending against such pending litigation through engagement of legal counsel of its choice, provided, however, that the Indemnifying Party's choice of legal counsel must be acceptable to the Indemnified Party in its reasonable discretion. In the event the Indemnifying Party elects to defend, the Indemnifying Party shall keep the Indemnified Party fully informed on a timely basis of the status of the pending litigation. In the event that the Indemnifying Party elects to defend and is unsuccessful in such defense, it shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages as described above, including but not limited to, reasonable attorney's fees and other costs and expenses associated with the pending litigation being so defended. In the event the Indemnifying Party elects not to defend and the Indemnified Party defends, but is unsuccessful, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages, as described above, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. In the event that Indemnifying Party elects not to defend and the Indemnified Party defends successfully, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all costs and expenses incurred, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payment made by the Indemnified Party at any time after Closing, based on the final judgement of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions in respect to any damages to which the foregoing indemnification relates. (d) Limitations on Seller Indemnification. Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to Twenty Thousand Dollars 9

($20,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder. (e) Buyer's Exclusive Remedy. Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Buyer with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. (f) Limitation on Buyer's Indemnification. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to indemnify Seller shall be subject to all of the following limitations: (i) The amount of any Losses incurred by Seller shall be reduced by (A) the amount Seller recovers (after deducting all attorneys' fees, expenses and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Seller shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Seller shall be entitled to indemnification only for Losses as to which Seller has given Buyer a Notice of Claim on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Seller by Buyer pursuant to this

($20,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder. (e) Buyer's Exclusive Remedy. Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Buyer with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. (f) Limitation on Buyer's Indemnification. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to indemnify Seller shall be subject to all of the following limitations: (i) The amount of any Losses incurred by Seller shall be reduced by (A) the amount Seller recovers (after deducting all attorneys' fees, expenses and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Seller shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Seller shall be entitled to indemnification only for Losses as to which Seller has given Buyer a Notice of Claim on or prior to the first anniversary of the Closing Date. (iii) Any amounts owed to Seller by Buyer pursuant to this Section 13 shall be limited to Twenty Thousand Dollars ($20,000.00) and Buyer shall have no other liability or responsibility for Indemnification hereunder. (g) Seller's Exclusive Remedy. Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Seller with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. 14. Termination; Liquidated Damages (a) Right of Termination. This Agreement may be terminated prior to Closing: (i) By written notice from a party that is not then in material breach of this Agreement if: (A) The other party has continued in material breach of this Agreement for twenty (20) days after written notice of such breach from the terminating party; (B) Closing does not occur by May 31, 2000 or such other date as is mutually agreed to by Buyer and Seller. 10 (b) Obligations Upon Termination. (i) Upon termination of this Agreement, each party shall thereafter remain liable for breach of this Agreement prior to such termination and remain liable to pay and perform any obligation under Section 13. (ii) If Closing shall not have occurred, Seller's sole remedy at law or in equity for any breach or default by Buyer described in Section 14(a)(i)(A) shall be the termination by Seller of this Agreement by giving of written notice to Buyer pursuant to Section 14(a)(i)(A). (c) Termination Notice. Each notice given by a party pursuant to Section 14(a) to terminate this Agreement shall specify the subsection of Section 14(a) pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one subsection of Section 14(a), the subsection pursuant to which such notice is given and termination is effected shall be deemed to be the subsection specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified subsection. 15. Default; Disputes.

(b) Obligations Upon Termination. (i) Upon termination of this Agreement, each party shall thereafter remain liable for breach of this Agreement prior to such termination and remain liable to pay and perform any obligation under Section 13. (ii) If Closing shall not have occurred, Seller's sole remedy at law or in equity for any breach or default by Buyer described in Section 14(a)(i)(A) shall be the termination by Seller of this Agreement by giving of written notice to Buyer pursuant to Section 14(a)(i)(A). (c) Termination Notice. Each notice given by a party pursuant to Section 14(a) to terminate this Agreement shall specify the subsection of Section 14(a) pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one subsection of Section 14(a), the subsection pursuant to which such notice is given and termination is effected shall be deemed to be the subsection specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified subsection. 15. Default; Disputes. If Seller fails to perform under this Agreement, the Buyer may exercise any right he has against the Seller, including bringing an action for specific performance. The remedies provided by this Section are in addition to any right or remedies provided elsewhere in this Agreement or at law or in equity. In the event a dispute arises between the Parties over the interpretation of this Agreement, or the performance, alleged non-performance or breach by either Party hereunder, the Parties hereby agree to seek resolution of such dispute in good faith through an alternative dispute resolution process mutually agreeable to the Parties prior to the institution of any legal proceedings related thereto. 16. Liabilities. Buyer shall not, in connection with the purchase and sale of Assets contemplating herein, assume any liabilities or obligations of the Seller except as specifically set forth herein. 17. Third Party Brokerage. Seller and Buyer hereby represent and warrant to each other that neither Seller or Buyer has dealt with any broker or finder in connection with the transaction which is the subject of this Agreement. Each party hereby agrees to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorney's fees, arising out of any claim made by any broker, finder or other intermediary who claims to have dealt with such party in connection with the transaction which is the subject of this Agreement. The provisions of the paragraph shall survive Closing hereunder. 11 18. Entire Agreement. This Agreement (which includes the exhibits and schedules attached hereto) constitutes the entire agreement between the Parties and there are no other understandings, representations or warranties, oral or written, relating to the subject matter hereof. 19. Amendment. This Agreement may not be changed, modified or amended, in whole or in part, except in writing, signed by all parties. 20. Notice. Notices given pursuant to this Agreement shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may

18. Entire Agreement. This Agreement (which includes the exhibits and schedules attached hereto) constitutes the entire agreement between the Parties and there are no other understandings, representations or warranties, oral or written, relating to the subject matter hereof. 19. Amendment. This Agreement may not be changed, modified or amended, in whole or in part, except in writing, signed by all parties. 20. Notice. Notices given pursuant to this Agreement shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this Section. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Seller: Beasley Broadcasting of Augusta, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley Chief Executive Officer Phone: (941) 263-5000 Fax: (941) 434-8950 Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

If to the Buyer:

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to: Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 12 21. Construction. Whenever used in this Agreement the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 22. Assignment and Recording. Seller hereby covenants not to assign or record this Agreement except with the prior written consent of the Buyer. Buyer may assign this Agreement freely to any affiliated entity, provided such assignment shall not relieve Buyer of its obligations hereunder.

21. Construction. Whenever used in this Agreement the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 22. Assignment and Recording. Seller hereby covenants not to assign or record this Agreement except with the prior written consent of the Buyer. Buyer may assign this Agreement freely to any affiliated entity, provided such assignment shall not relieve Buyer of its obligations hereunder. 23. Binding Effect. This Agreement and all of its terms and conditions shall extend to and be binding upon the Parties hereto and upon their respective heirs, executors, administrators, successors and assigns. 24. Further Assurances. Seller and Buyer agree to execute and deliver any further documents or assurances that in law or otherwise are necessary, desirable or proper to consummate the transactions contemplated by this Agreement and to vest, perfect, assign or confirm, of record or otherwise, in Buyer title to the Assets. 25. Governing Law. This Agreement is made and shall be governed by and construed in accordance with the internal laws of the State of South Carolina. 26. Headings. The headings and captions in this Agreement are for convenience only and are not part of this Agreement. 27. Interpretation. Neither this Agreement nor any provision contained herein shall be interpreted for or against either party solely because that party or that party's legal representative drafted the provision. 28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute the same Agreement. 13 29. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement and the remainder shall remain in full force and effect. 30. Covenant of Seller. Seller shall make all reasonable efforts to resolve any title or restriction issues prior to the Closing, but will continue these efforts subsequent to the Closing to the extent reasonably necessary. 14

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

29. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement and the remainder shall remain in full force and effect. 30. Covenant of Seller. Seller shall make all reasonable efforts to resolve any title or restriction issues prior to the Closing, but will continue these efforts subsequent to the Closing to the extent reasonably necessary. 14

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement to be duly executed on the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: _________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: _________________________ Name: B. Caroline Beasley Title: Secretary 15 INDEX OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Description of Land and Tower Form of Purchase Note Form of Deed Form of Assignment, Bill of Sale and Assumption Agreement Form of Lease Agreement

Exhibit E

EXHIBIT A DESCRIPTION OF LAND AND TOWER WAJY-FM That certain communications tower situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement to be duly executed on the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: _________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: _________________________ Name: B. Caroline Beasley Title: Secretary 15 INDEX OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Description of Land and Tower Form of Purchase Note Form of Deed Form of Assignment, Bill of Sale and Assumption Agreement Form of Lease Agreement

Exhibit E

EXHIBIT A DESCRIPTION OF LAND AND TOWER WAJY-FM That certain communications tower situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $51,250.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order BEASLEY BROADCASTING OF AUGUSTA, INC. a Delaware corporation, ("Payee"), the principal amount of ONE HUNDRED FIFTY ONE THOUSAND TWO HUNDRED FIFTY DOLLARS ($151,250.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately

INDEX OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Description of Land and Tower Form of Purchase Note Form of Deed Form of Assignment, Bill of Sale and Assumption Agreement Form of Lease Agreement

Exhibit E

EXHIBIT A DESCRIPTION OF LAND AND TOWER WAJY-FM That certain communications tower situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $51,250.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order BEASLEY BROADCASTING OF AUGUSTA, INC. a Delaware corporation, ("Payee"), the principal amount of ONE HUNDRED FIFTY ONE THOUSAND TWO HUNDRED FIFTY DOLLARS ($151,250.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated December ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest. (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%) compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay, in advance, ONE THOUSAND ONE HUNDRED FIFTY ONE DOLLARS AND EIGHTY SIX CENTS ($1,151.86). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). (d) Prepayment.

EXHIBIT A DESCRIPTION OF LAND AND TOWER WAJY-FM That certain communications tower situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $51,250.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order BEASLEY BROADCASTING OF AUGUSTA, INC. a Delaware corporation, ("Payee"), the principal amount of ONE HUNDRED FIFTY ONE THOUSAND TWO HUNDRED FIFTY DOLLARS ($151,250.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated December ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest. (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%) compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay, in advance, ONE THOUSAND ONE HUNDRED FIFTY ONE DOLLARS AND EIGHTY SIX CENTS ($1,151.86). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). (d) Prepayment. (i) Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note.

(ii) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 2. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $51,250.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order BEASLEY BROADCASTING OF AUGUSTA, INC. a Delaware corporation, ("Payee"), the principal amount of ONE HUNDRED FIFTY ONE THOUSAND TWO HUNDRED FIFTY DOLLARS ($151,250.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated December ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest. (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%) compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay, in advance, ONE THOUSAND ONE HUNDRED FIFTY ONE DOLLARS AND EIGHTY SIX CENTS ($1,151.86). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). (d) Prepayment. (i) Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note.

(ii) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 2. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or (b) Payor pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or

(ii) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 2. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or (b) Payor pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or (c) an involuntary case or proceeding is commenced against Payor under any Bankruptcy Law and is not dismissed, bonded or discharged within ninety (90) days thereafter, or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against Payor in an involuntary case or proceeding; (ii) appoints a Custodian of Payor or for all or substantially all of its properties; or (iii) orders the liquidation of Payor; and in each case the order or decree remains unstayed and in effect for ninety (90) days. (d) The following terms used in this Note have the meanings assigned below: "Bankruptcy Law" means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Payor. 2 "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Event of Default" means any of the occurrences specified in Section 2 of this Note. If any Event of Default shall have occurred and be continuing, Payee may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Payee under this Note. 3. Assignment. The holders of this Note may not assign or otherwise transfer all or any portion of their rights and obligations under this Note to any other person or entity, without the prior written consent of the Payor, which consent shall not be unreasonably withheld. 4. Miscellaneous. (a) Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

"Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. "Event of Default" means any of the occurrences specified in Section 2 of this Note. If any Event of Default shall have occurred and be continuing, Payee may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Payee under this Note. 3. Assignment. The holders of this Note may not assign or otherwise transfer all or any portion of their rights and obligations under this Note to any other person or entity, without the prior written consent of the Payor, which consent shall not be unreasonably withheld. 4. Miscellaneous. (a) Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note. (b) Amendment and Waiver. No provision of this Note may be amended or waived unless Payor shall have obtained the written agreement of Payee. No failure or delay in exercising any right, power or privilege hereunder shall imply or otherwise operate as a waiver of any rights of Payee, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. (c) Successors, Assigns and Transferors. The foregoing, the obligations of Payor and Payee under this Note shall be binding upon, and inure to the benefit of, and be enforceable by, Payor and Payee, and their respective successors and permitted assigns, whether or not so expressed. (d) Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of South Carolina without giving effect to any conflicts of laws principles thereof that would otherwise require the application of the law of any other jurisdiction. 3 (e) Notices. Any notice, request, instruction or other document to be given hereunder by either party to the other shall be in writing and shall be deemed given when received and shall be (i) delivered personally or (ii) mailed by certified mail, postage prepaid, return receipt requested or (iii) delivered by Federal Express or a similar overnight courier or (iv) sent via facsimile transmission to the fax number given below, as follows: If to Payor, addressed to: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Fax: (941) 434-8950 With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Attn: Joseph D. Sullivan, Esq. Fax: (202) 637-2201 If to Payee, addressed to:

(e) Notices. Any notice, request, instruction or other document to be given hereunder by either party to the other shall be in writing and shall be deemed given when received and shall be (i) delivered personally or (ii) mailed by certified mail, postage prepaid, return receipt requested or (iii) delivered by Federal Express or a similar overnight courier or (iv) sent via facsimile transmission to the fax number given below, as follows: If to Payor, addressed to: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Fax: (941) 434-8950 With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Attn: Joseph D. Sullivan, Esq. Fax: (202) 637-2201 If to Payee, addressed to: Beasley Broadcasting of Augusta, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Fax: (941) 434-8950 or to such other place and with such other copies as either party may designate as to itself by written notice to the other party. 4

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. BEASLEY FAMILY TOWERS, INC. By: _____________________________ Name: B. Caroline Beasley Title: Secretary 5 EXHIBIT C FORM OF DEED

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of December, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. BEASLEY FAMILY TOWERS, INC. By: _____________________________ Name: B. Caroline Beasley Title: Secretary 5 EXHIBIT C FORM OF DEED

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of December, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of December ___, 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Tower and Tower Leases and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to: a. The Tower described in Exhibit A of the Asset Purchase Agreement; and b. The Tower Lease. Items a. and b. above are hereinafter referred to as the "Assigned Assets." 2. Purchaser hereby accepts the sale, conveyance and assignment of the Assigned Assets, effective as of 12:01 a.m. Eastern Time on December __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on December __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or

EXHIBIT C FORM OF DEED

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of December, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of December ___, 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Tower and Tower Leases and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to: a. The Tower described in Exhibit A of the Asset Purchase Agreement; and b. The Tower Lease. Items a. and b. above are hereinafter referred to as the "Assigned Assets." 2. Purchaser hereby accepts the sale, conveyance and assignment of the Assigned Assets, effective as of 12:01 a.m. Eastern Time on December __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on December __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or

documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Assigned Assets and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Assigned Assets. 5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. 2

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of December, 2000 by and between BEASLEY BROADCASTING OF AUGUSTA, INC. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of December ___, 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Tower and Tower Leases and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to: a. The Tower described in Exhibit A of the Asset Purchase Agreement; and b. The Tower Lease. Items a. and b. above are hereinafter referred to as the "Assigned Assets." 2. Purchaser hereby accepts the sale, conveyance and assignment of the Assigned Assets, effective as of 12:01 a.m. Eastern Time on December __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on December __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or

documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Assigned Assets and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Assigned Assets. 5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. 2

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above.

documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Assigned Assets and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Assigned Assets. 5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. 2

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: ________________________________ Name: George G. Beasley Title: President PURCHASER: BEASLEY FAMILY TOWERS, INC. By: ________________________________ Name: B. Caroline Beasley Title: Secretary EXHIBIT E FORM OF LEASE AGREEMENT LEASE AGREEMENT (O&O - WAJY-FM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY BROADCASTING OF AUGUSTA, INC., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns a communications tower described on Exhibit A attached hereto, (the "Tower"), together with other improvements on a certain tract of real estate located in New Ellanton, South Carolina and described in Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant 3

easements or improvements on such land, including, without limitation, any buildings or other structures, but not including that certain transmitter building owned by a tenant of Lessor); WHEREAS, Lessor desires to lease the Tower Site and space on the Tower for the purpose of Lessee's radio transmission activities; and

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY BROADCASTING OF AUGUSTA, INC. By: ________________________________ Name: George G. Beasley Title: President PURCHASER: BEASLEY FAMILY TOWERS, INC. By: ________________________________ Name: B. Caroline Beasley Title: Secretary EXHIBIT E FORM OF LEASE AGREEMENT LEASE AGREEMENT (O&O - WAJY-FM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY BROADCASTING OF AUGUSTA, INC., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns a communications tower described on Exhibit A attached hereto, (the "Tower"), together with other improvements on a certain tract of real estate located in New Ellanton, South Carolina and described in Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant 3

easements or improvements on such land, including, without limitation, any buildings or other structures, but not including that certain transmitter building owned by a tenant of Lessor); WHEREAS, Lessor desires to lease the Tower Site and space on the Tower for the purpose of Lessee's radio transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and space on the Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: Lease Commencement. Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. Description of the Leasehold.

easements or improvements on such land, including, without limitation, any buildings or other structures, but not including that certain transmitter building owned by a tenant of Lessor); WHEREAS, Lessor desires to lease the Tower Site and space on the Tower for the purpose of Lessee's radio transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and space on the Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: Lease Commencement. Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. Description of the Leasehold. Leased Premises. Lessor hereby leases to Lessee, and Lessee leases from Lessor, with a right of access thereto and parking therefor in accordance with Section 9: Space on the Tower, as more fully described in Exhibit C hereto, for the purpose of the broadcast transmission of WAJY-FM, New Ellanton, South Carolina; and Space in the transmitter building owned by Lessor and located on the Tower Site, as such space is more fully described in Exhibit D hereto (the "Transmitter Building") for the purposes of the housing, operation and maintenance of Lessee's transmitter and related equipment (such space "Lessee's Building Space"); All of the property leased under this Paragraph 2.01 shall hereinafter be called the "Leased Premises". Ownership of Property; Access. Except for "Lessee's Property" (as defined below), all tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Leased Premises after the Lessee vacates same. 4

The Lessee's antenna, transmission line, and other equipment, including, without limitation, an electrical power generator, together with any replacements thereof and modifications and additions thereto, which are permitted hereunder, shall be and remain lessee's property, and are hereinafter referred to as "Lessee's Property". Lessee will be solely responsible for the maintenance of Lessee's Property, including all expenses associated with such repair. Lessee shall have reasonable right of access to the Leased Premises at all times in emergency situations and whenever reasonably necessary for equipment maintenance and repair. Lessee shall also have reasonable rights of access at any time to the Leased Premises for ingress, egress, utilities, the locating and usage of cabling and related equipment, operations, maintenance, repair or remodeling, or other engineering purposes. Permitted Uses. By Lessee.

The Lessee's antenna, transmission line, and other equipment, including, without limitation, an electrical power generator, together with any replacements thereof and modifications and additions thereto, which are permitted hereunder, shall be and remain lessee's property, and are hereinafter referred to as "Lessee's Property". Lessee will be solely responsible for the maintenance of Lessee's Property, including all expenses associated with such repair. Lessee shall have reasonable right of access to the Leased Premises at all times in emergency situations and whenever reasonably necessary for equipment maintenance and repair. Lessee shall also have reasonable rights of access at any time to the Leased Premises for ingress, egress, utilities, the locating and usage of cabling and related equipment, operations, maintenance, repair or remodeling, or other engineering purposes. Permitted Uses. By Lessee. Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Leased Premises may be used only for radio activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations. Except as expressly permitted by this Lease and unless prior written approval of Lessor has been given, Lessee shall not construct or make any improvements or install any equipment on the Tower. Lessee may repair and maintain equipment as it reasonably deems necessary to its operations within Lessee's space in all respects in compliance with the terms hereof. Lessee's space on the Tower, Lessee's Building Space, Lessee's interior and exterior equipment, and all other improvements shall be maintained in an orderly and professional manner. 5

By Lessor. Subject to the rights elsewhere granted to Lessee in this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, nonrecurring and de minimis amount), Lessor reserves the right to use the Tower, at its own expense, as it sees fit and to fasten additional equipment to the Tower for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02(a) to the hours of 1:00 a.m. to 5:00 a.m. Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Site or use of any of the improvements thereon, space on the Tower or in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and

By Lessor. Subject to the rights elsewhere granted to Lessee in this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, nonrecurring and de minimis amount), Lessor reserves the right to use the Tower, at its own expense, as it sees fit and to fasten additional equipment to the Tower for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02(a) to the hours of 1:00 a.m. to 5:00 a.m. Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Site or use of any of the improvements thereon, space on the Tower or in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and all rental revenues received therefrom shall belong exclusively to Lessor. Prior to permitting the fastening of a material amount of additional equipment, Lessor shall cause a structural analysis of the Tower to be conducted by a reputable mechanical consultant chosen by Lessor in order to ensure that any such additions conform to recognized engineering standards. Except as expressly provided for herein, Lessor shall have no liability for any action or omission taken in exercise of its rights hereunder upon reasonable reliance on recommendation of its engineering personnel. Subject to the terms of this Lease, Lessor also reserves the right to erect one (1) or more additional towers on the Tower Site. Term. Term. This Lease shall have a term of twenty (20) years from the Commencement Date established in Paragraph 1.01 hereof. 6 Rent. Rental. Lessee shall pay rent for each consecutive twelve-month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made according to the following schedule: 7
-----------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -----------------------------------------------------1 $13,822.32 $1,151.86 -----------------------------------------------------2 $13,822.32 $1,151.86 -----------------------------------------------------3 $13,822.32 $1,151.86 -----------------------------------------------------4 $13,822.32 $1,151.86 -----------------------------------------------------5 $13,822.32 $1,151.86

Rent. Rental. Lessee shall pay rent for each consecutive twelve-month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made according to the following schedule: 7
-----------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -----------------------------------------------------1 $13,822.32 $1,151.86 -----------------------------------------------------2 $13,822.32 $1,151.86 -----------------------------------------------------3 $13,822.32 $1,151.86 -----------------------------------------------------4 $13,822.32 $1,151.86 -----------------------------------------------------5 $13,822.32 $1,151.86 -----------------------------------------------------6 $13,822.32 $1,151.86 -----------------------------------------------------7 $13,822.32 $1,151.86 -----------------------------------------------------8 $13,822.32 $1,151.86 -----------------------------------------------------9 $13,822.32 $1,151.86 -----------------------------------------------------10 $13,822.32 $1,151.86 -----------------------------------------------------11 $13,822.32 $1,151.86 -----------------------------------------------------12 $13,822.32 $1,151.86 -----------------------------------------------------13 $13,822.32 $1,151.86 -----------------------------------------------------14 $13,822.32 $1,151.86 -----------------------------------------------------15 $13,822.32 $1,151.86 -----------------------------------------------------16 $13,822.32 $1,151.86 -----------------------------------------------------17 $13,822.32 $1,151.86 -----------------------------------------------------18 $13,822.32 $1,151.86 -----------------------------------------------------19 $13,822.32 $1,151.86 -----------------------------------------------------20 $13,822.32 $1,151.86 ------------------------------------------------------

Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by the Lessee by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated ________, 2000, on the first day of each month during the term of the Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. Electricity and Other Utilities. In addition to the payments prescribed under Section 5.01 of this Lease, Lessee

-----------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -----------------------------------------------------1 $13,822.32 $1,151.86 -----------------------------------------------------2 $13,822.32 $1,151.86 -----------------------------------------------------3 $13,822.32 $1,151.86 -----------------------------------------------------4 $13,822.32 $1,151.86 -----------------------------------------------------5 $13,822.32 $1,151.86 -----------------------------------------------------6 $13,822.32 $1,151.86 -----------------------------------------------------7 $13,822.32 $1,151.86 -----------------------------------------------------8 $13,822.32 $1,151.86 -----------------------------------------------------9 $13,822.32 $1,151.86 -----------------------------------------------------10 $13,822.32 $1,151.86 -----------------------------------------------------11 $13,822.32 $1,151.86 -----------------------------------------------------12 $13,822.32 $1,151.86 -----------------------------------------------------13 $13,822.32 $1,151.86 -----------------------------------------------------14 $13,822.32 $1,151.86 -----------------------------------------------------15 $13,822.32 $1,151.86 -----------------------------------------------------16 $13,822.32 $1,151.86 -----------------------------------------------------17 $13,822.32 $1,151.86 -----------------------------------------------------18 $13,822.32 $1,151.86 -----------------------------------------------------19 $13,822.32 $1,151.86 -----------------------------------------------------20 $13,822.32 $1,151.86 ------------------------------------------------------

Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by the Lessee by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated ________, 2000, on the first day of each month during the term of the Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. Electricity and Other Utilities. In addition to the payments prescribed under Section 5.01 of this Lease, Lessee shall pay for its own telephone lines and service, electrical service (including electrical service to the Tower used by Lessee as measured by a separate electrical meter at Lessee's expense). Lessor shall pay for the electrical service to the Tower for the Tower lighting. Authority. Quiet Enjoyment. Lessor represents and warrants that it has the full power and authority to enter into this Lease, and covenants and agrees that Lessee, upon paying the rents described herein and observing and keeping the covenants, agreements, and stipulations of

8

this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the Leased Premises, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. Permits. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower and the Transmitter Building except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment and generator); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. Maintenance of Leased Premises and Lessee's Property. During Term of Lease. Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. 9

Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the

this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the Leased Premises, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. Permits. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower and the Transmitter Building except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment and generator); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. Maintenance of Leased Premises and Lessee's Property. During Term of Lease. Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. 9

Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the

Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Tower or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing the property and equipment of Lessee which Lessee has failed to properly maintain. No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the event of a failure, will be performed by the Lessee in connection with the installation, alteration, 10

maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Tower (including any ascension of the Tower), in the Transmitter Building, or in or about the Tower Site, Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Site. Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease.

maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Tower (including any ascension of the Tower), in the Transmitter Building, or in or about the Tower Site, Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Site. Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease. 11

In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. At Expiration or Termination. At the expiration or termination of this Lease, Lessee shall promptly surrender possession of the Leased Premises to Lessor in as good a condition as the same were received at the commencement of the term, reasonable wear and tear and damage by fire or other casualty beyond Lessee's reasonable control excepted. Use and Maintenance of Common Premises. Use of Common Premises. Lessee, at its own risk, shall have the right to use in common with Lessor and its licensees, invitees, and other tenants, and in connection with Lessee's permissible activities and operations (a) any access road from any public highway to the Tower Site or to any building on the Tower Site; (b) any parking lot on the Tower Site; and (c) all common areas in the Transmitter Building (such items (a), (b) and (c) called collectively herein the "Common Premises"). Maintenance of Common Premises.

In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. At Expiration or Termination. At the expiration or termination of this Lease, Lessee shall promptly surrender possession of the Leased Premises to Lessor in as good a condition as the same were received at the commencement of the term, reasonable wear and tear and damage by fire or other casualty beyond Lessee's reasonable control excepted. Use and Maintenance of Common Premises. Use of Common Premises. Lessee, at its own risk, shall have the right to use in common with Lessor and its licensees, invitees, and other tenants, and in connection with Lessee's permissible activities and operations (a) any access road from any public highway to the Tower Site or to any building on the Tower Site; (b) any parking lot on the Tower Site; and (c) all common areas in the Transmitter Building (such items (a), (b) and (c) called collectively herein the "Common Premises"). Maintenance of Common Premises. Lessor shall maintain the Common Premises and any fence around the Tower in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, 12

marking and lighting of the Tower. Lessor shall maintain the Tower and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Tower or any building or structure constructed by Lessor on the Tower Site, any common areas, or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the shortest practical period of time (except for emergency situations), close entrance doors, common areas, drive-ways, rights-of- way, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m.. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be grounds for termination of this Lease or the withholding of any rental payments or other payments or performances required to be paid or made by Lessee under the terms hereof, provided, Lessor shall use reasonable efforts to ensure that any action taken in accordance with this paragraph shall not adversely affect the rights of Lessee hereunder. Under no such circumstances shall Lessee be entitled to terminate this Lease nor shall it be entitled to compensation for any loss or damage it may sustain (including loss of use, loss of advertising/sponsorship revenues, and consequential damages) by reason of such changes or alterations.

marking and lighting of the Tower. Lessor shall maintain the Tower and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Tower or any building or structure constructed by Lessor on the Tower Site, any common areas, or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the shortest practical period of time (except for emergency situations), close entrance doors, common areas, drive-ways, rights-of- way, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m.. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be grounds for termination of this Lease or the withholding of any rental payments or other payments or performances required to be paid or made by Lessee under the terms hereof, provided, Lessor shall use reasonable efforts to ensure that any action taken in accordance with this paragraph shall not adversely affect the rights of Lessee hereunder. Under no such circumstances shall Lessee be entitled to terminate this Lease nor shall it be entitled to compensation for any loss or damage it may sustain (including loss of use, loss of advertising/sponsorship revenues, and consequential damages) by reason of such changes or alterations. Alterations by Lessee. Alterations. Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Tower, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if 13

necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of the Tower, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision shall be final and binding upon both parties. The cost of such study or any other costs reasonably incurred by Lessor in determining the feasibility of any proposed change or alteration in the type, location, or positioning of Lessee's Property shall be borne entirely by Lessee. Interference. Preliminary Steps to Avoid Interference. Before Lessee shall make any new installation on the Leased Premises or on the Tower after the date hereof, notification of the particulars of such proposed installation shall be submitted to Lessor hereto and any other lessees or users of space on the Tower whose names and addresses are supplied to Lessee by Lessor in writing, and the Lessor and such other users will be requested to advise, in writing, the Lessee and Lessor, as applicable, within ten (10) days after receipt of such notification, whether they have any reasonable objections thereto on the grounds that objectionable interference may result; provided, this Section 11.01 shall not apply to any currently

necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of the Tower, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision shall be final and binding upon both parties. The cost of such study or any other costs reasonably incurred by Lessor in determining the feasibility of any proposed change or alteration in the type, location, or positioning of Lessee's Property shall be borne entirely by Lessee. Interference. Preliminary Steps to Avoid Interference. Before Lessee shall make any new installation on the Leased Premises or on the Tower after the date hereof, notification of the particulars of such proposed installation shall be submitted to Lessor hereto and any other lessees or users of space on the Tower whose names and addresses are supplied to Lessee by Lessor in writing, and the Lessor and such other users will be requested to advise, in writing, the Lessee and Lessor, as applicable, within ten (10) days after receipt of such notification, whether they have any reasonable objections thereto on the grounds that objectionable interference may result; provided, this Section 11.01 shall not apply to any currently installed Lessee's Property or its replacement, maintenance or repair. If the Lessor or any other user shall reasonably object within this period to such plans and Lessee is unwilling to alter its plans to meet the objections, the dispute shall be submitted to an independent professional engineer chosen by Lessor, and such engineers decision shall be final and binding upon all parties. The cost of any such studies shall be borne by Lessee. Interference with Lessor, Lessee, or Others. Notwithstanding the provisions of Paragraph 11.01, should any change, after the date hereof, in the facilities or mode of operation of Lessee or Lessee's failure to comply with the Maintenance Standards, as defined in Paragraph 11.04, cause any objectionable electrical or physical interference (including interference from any other structure erected on the Tower Site) to the television and/or radio broadcasting and/or receiving operations of any other lessee, then, promptly after written 14

notification of such interference, the Lessee, at its sole expense, will take such steps as may be reasonably required to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filters or other equipment, provided that, if such interference is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed interference. If such interference is found not to be caused by such changed facilities or operations, the fees and charges of the engineer to whom the dispute is referred shall be borne by the objecting party. All other leases and/or agreements to lease space at the Tower Site shall contain this language. Interference by Other User. Any subsequent agreement under which Lessor allows any other person to occupy any portion of the Tower, Tower Site or any building on the Tower Site shall provide that, should the installation, operation, or maintenance of the equipment or the activities of such other person cause any objectionable interference with the operations of Lessor or Lessee, then, promptly after written notification of such, such other tenant or user, at its sole expense, will take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the

notification of such interference, the Lessee, at its sole expense, will take such steps as may be reasonably required to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filters or other equipment, provided that, if such interference is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed interference. If such interference is found not to be caused by such changed facilities or operations, the fees and charges of the engineer to whom the dispute is referred shall be borne by the objecting party. All other leases and/or agreements to lease space at the Tower Site shall contain this language. Interference by Other User. Any subsequent agreement under which Lessor allows any other person to occupy any portion of the Tower, Tower Site or any building on the Tower Site shall provide that, should the installation, operation, or maintenance of the equipment or the activities of such other person cause any objectionable interference with the operations of Lessor or Lessee, then, promptly after written notification of such, such other tenant or user, at its sole expense, will take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment, provided that if such interference is caused by the failure of any other lessee to comply with the Maintenance Standards, as defined in Paragraph 11.04, such other lessee will, at its sole expense, comply with such Maintenance Standards. To the best of its ability, Lessor shall not permit any operations by other tenants, the effect of which would be to prohibit Lessee from operating in the manner contemplated herein, without the prior written consent of Lessee. Lessor shall have no liability for any action or omission taken upon reasonable reliance on the recommendation of qualified engineering personnel. Lessor agrees that it will take commercially reasonable efforts to ensure that the installation, operation or maintenance of its equipment which is installed after the commencement date of this Lease on, in or around the Tower, Tower Site or any buildings on the Tower Site shall not cause any objectionable interference with the operations of Lessee. Immediately upon notification of such interference by Lessee, Lessor shall at its sole expense take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment. Definition of "Maintenance Standards". For the purposes of this Lease, compliance with "Maintenance Standards" shall mean that a tenant or user of the Tower shall (a) maintain and operate its equipment in accordance with the requirements, rules, regulations, and guidelines of the FCC, and the standards of manufacturers of the equipment; and (b) maintain and operate its equipment in accordance with good engineering practice. 15 Utilities. Utilities. Subject to the required approvals and cooperation of any governmental authority or public utilities, Lessee shall arrange and be responsible for the installation and provision of electrical and telephone lines serving Lessee's Property at any building on the Tower Site owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. Taxes. Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Leased Premises. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes.

Utilities. Utilities. Subject to the required approvals and cooperation of any governmental authority or public utilities, Lessee shall arrange and be responsible for the installation and provision of electrical and telephone lines serving Lessee's Property at any building on the Tower Site owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. Taxes. Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Leased Premises. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes. Insurance. Public Liability. Lessee shall procure and maintain comprehensive public liability insurance, naming Lessor as an additional insured as its interests shall appear, covering all of the Lessee's operations and activities on the Leased Premises, including but not limited to, the operations of contractors and subcontractors and the operation of vehicles and equipment (including the Tower elevator), with limits of liability for the term of this Lease of not less than Five Million Dollars ($5,000,000.00) in the aggregate for personal injury or death in any occurrence and not less than Five Million Dollars ($5,000,000.00) to cover property damage, with a liability umbrella of not less than One Million Dollars ($1,000,000.00). Certificates evidencing such insurance shall be furnished to Lessor upon its request. The amounts specified hereunder shall be revised every five (5) years to such amounts as Lessor may reasonably require upon the advice of its insurance consultants. [Foregoing obligation is subject to $200,000 12month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Contractor Liability. Lessee shall also cause the contractors erecting, installing, or maintaining Lessee's Property or performing any other work for Lessee on the Tower Site to procure reasonable public liability insurance acceptable to Lessor and naming the Lessee and Lessor as named insureds. Certificates evidencing such insurance shall be furnished to Lessor in advance of any work being performed. Tower and Transmitter Building Insurance. Lessee shall procure and maintain physical damage insurance on the Tower and any building on the Tower Site used or leased by Lessee pursuant to this Lease in an amount sufficient to repair or replace the Tower and any such building with such coverage to be on an "All Risks" basis, including, without limitation, coverage for the perils of fire, lightning, windstorm, hall, flood, earthquake, collapse, explosion, aircraft and vehicle damage, vandalism, and malicious mischief. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 16

1.5D of First Amendment to Credit Agreement]. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. Tower and/or Transmitter Building Damage. In the event that the Tower and/or the Transmitter Building are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower and/or the Transmitter Building affected to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower and/or Transmitter Building as required of Lessor under this Section 14.01. If the Tower and/or the Transmitter Building are in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without

1.5D of First Amendment to Credit Agreement]. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. Tower and/or Transmitter Building Damage. In the event that the Tower and/or the Transmitter Building are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower and/or the Transmitter Building affected to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower and/or Transmitter Building as required of Lessor under this Section 14.01. If the Tower and/or the Transmitter Building are in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee alternative space, if available, on the Tower and/or in the Transmitter Building during such reconstruction/repair period. If such space is not available, then Lessee shall be responsible for procuring its own alternative space. No monetary or other rental shall be due pursuant to the terms of this Lease for such time as Lessee is unable to conduct its broadcasting activities on the Tower without significant diminution of signal quality as a result of such total or partial destruction or damage or need of repair, and Lessor shall refund to Lessee any rent paid in advance for such time. Should Lessor not either (a) inform Lessee in writing within ninety (90) days of the date of destruction of Lessor's intent to replace the Tower and/or the Transmitter Building or (b) replace the Tower and/or the Transmitter Building within one (1) year if Lessor has provided the notice described in clause (a) above, of the date of destruction, or repair the same within such shorter time period after the casualty as may be reasonable, then Lessee, upon thirty (30) days' written notice to Lessor, may terminate this Lease, provided if Lessor has provided the notice described in clause (a) above, Lessee must make such election within one hundred twenty (120) days prior to the expiration of said repair or replacement period. Lessee agrees that it shall maintain adequate business interruption insurance at all times during the term of this Lease to adequately protect it from any interruption of signal activities due to damage to the Tower and/or Transmitter Building (including costs of reinstallation of its equipment and lines), and Lessor shall have no liability on account of such business interruption or reinstallation costs due to damage or destruction under this paragraph. Eminent Domain. In the event that all of the Tower Site (or any portion of the Tower Site necessary for the Tower, guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall 17

be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower or a new transmitter building as a replacement for the Tower and/or Transmitter Building on the condemned property, Lessor agrees to lease space to Lessee on the new tower and space in the new building reasonably comparable to the space leased to Lessee pursuant to this Lease and on terms reasonably equivalent to the terms of this Lease. In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. Successors and Assignment. Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to the extent that such are assignable, extend to and bind the several and respective successors and assigns of the

be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower or a new transmitter building as a replacement for the Tower and/or Transmitter Building on the condemned property, Lessor agrees to lease space to Lessee on the new tower and space in the new building reasonably comparable to the space leased to Lessee pursuant to this Lease and on terms reasonably equivalent to the terms of this Lease. In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. Successors and Assignment. Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to the extent that such are assignable, extend to and bind the several and respective successors and assigns of the parties hereto. Assignment. Lessee shall not assign, sublet, or transfer this Lease or any interest therein, or permit or allow through any act or default of itself, or of any other person, any transfer thereof by operations of law or otherwise without the prior written consent of Lessor except: Lessee may assign this Lease to any bona fide third party purchaser of substantially all the assets comprising of Lessee's radio station broadcasting from the Tower Site, who shall execute an assignment and assumption agreement in form reasonably acceptable to Lessor; and Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into 18

documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. Right to Remove Lessee's Property in Event of Termination. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment shall not be deemed fixtures) on the Leased Premises within thirty (30) days of such termination. Such removal shall be conducted in accordance with Paragraph 8.01 hereof Lessee shall promptly repair any and all damage caused by such removal. Any of Lessee's Property remaining on the Leased Premises after the expiration of the thirty (30) day period shall be deemed to be the property of Lessor, which Lessor may have removed at Lessee's expense. Lessor's Protection. Default by Lessee.

documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. Right to Remove Lessee's Property in Event of Termination. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment shall not be deemed fixtures) on the Leased Premises within thirty (30) days of such termination. Such removal shall be conducted in accordance with Paragraph 8.01 hereof Lessee shall promptly repair any and all damage caused by such removal. Any of Lessee's Property remaining on the Leased Premises after the expiration of the thirty (30) day period shall be deemed to be the property of Lessor, which Lessor may have removed at Lessee's expense. Lessor's Protection. Default by Lessee. If Lessee shall make default in making any payment herein provided for and any such default shall continue for a period of ten (10) business days after written notice to Lessee, or if Lessee shall make default in the performance of any obligation of Lessee herein (other than as to payment of money) and any such default shall continue for a period of thirty (30) days after written notice to Lessee, or if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall file any petition or institute any proceedings under any Insolvency or Bankruptcy Act or any amendment thereto hereafter made, seeking to effect its reorganization or a composition with its creditors, or if, in any proceedings based on the insolvency of Lessee or relating to bankruptcy proceedings, a receiver or trustee shall be appointed for Lessee or the Leased Premises, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time 19

thereafter, reenter the Leased Premises by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter said Leased Premises. Lessor may, in addition to any other remedy provided by law or permitted herein, at its option, relet the Leased Premises (or any part thereof) on behalf of Lessee, applying any monies collected first to the payment of

thereafter, reenter the Leased Premises by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter said Leased Premises. Lessor may, in addition to any other remedy provided by law or permitted herein, at its option, relet the Leased Premises (or any part thereof) on behalf of Lessee, applying any monies collected first to the payment of expenses of resuming or obtaining possession, and, second, to the payment of the costs of placing the premises in rentable condition, including any leasing commission, and, third, to the payment of rent due hereunder, and any other damages due to the Lessor. Any surplus remaining thereafter shall be paid to Lessee, and Lessee shall remain liable for any deficiency in rental, the amount of which deficiency shall be paid upon demand therefor to Lessor. Should Lessor re-enter and terminate according to the provisions of this subparagraph, Lessor may remove and store the Lessee's Property at the expense and for the account of Lessee. Alternatively, Lessor may sell, or cause to be sold, Lessee's Property at public sale to the highest bidder for cash, and remove from the proceeds of such sale any rent or other payment then due Lessor under this Lease. Any disposition of the Lessee's Property pursuant thereto shall be subject to the rights of any lender to Lessee holding a mortgage on Lessee's Property and shall be made in a manner that is commercially reasonable within the meaning of the Uniform Commercial Code as in effect in the State of South Carolina at the time of such disposition. Indemnification. Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessee, its agents, or invitees; (c) out of any omissions, 20

negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessee's failure to maintain equipment in proper working order; and (f) out of Lessee's failure to comply with any of its other obligations under the terms of this Lease. (b) Lessor agrees to indemnify and defend Lessee against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessor of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessor, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessor, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessor to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessor's failure to maintain equipment in proper working order; and (f) out of Lessor's failure to comply with any of its other obligations under the terms of this Lease. Any party seeking indemnification hereunder ("Indemnified Party") shall provide the other party ("Indemnifying Party") reasonably prompt notice of known claims giving rise to any claim for indemnity, and the Indemnifying Party shall have the right and opportunity to undertake the legal defense of such claims. The Indemnified Party and its counsel may nevertheless participate in (but not control) such proceedings, negotiations, or defense at its own expense. In all such cases, the Indemnified Party will give all reasonable assistance to the Indemnifying Party, including making the Indemnified Party's employees and documents available as reasonably requested without charge. Estoppel Certificate and Attornment. Estoppel Certificate. Within ten (10) days after either party's request, the other party shall deliver, executed in recordable form, a declaration to any person designated by the requesting party (a) ratifying this Lease; (b) stating the commencement and termination dates; and (c) certifying (i) that this Lease is in full force and effect, and has not been assigned, modified, supplemented, or amended

negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessee's failure to maintain equipment in proper working order; and (f) out of Lessee's failure to comply with any of its other obligations under the terms of this Lease. (b) Lessor agrees to indemnify and defend Lessee against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessor of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessor, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessor, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessor to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessor's failure to maintain equipment in proper working order; and (f) out of Lessor's failure to comply with any of its other obligations under the terms of this Lease. Any party seeking indemnification hereunder ("Indemnified Party") shall provide the other party ("Indemnifying Party") reasonably prompt notice of known claims giving rise to any claim for indemnity, and the Indemnifying Party shall have the right and opportunity to undertake the legal defense of such claims. The Indemnified Party and its counsel may nevertheless participate in (but not control) such proceedings, negotiations, or defense at its own expense. In all such cases, the Indemnified Party will give all reasonable assistance to the Indemnifying Party, including making the Indemnified Party's employees and documents available as reasonably requested without charge. Estoppel Certificate and Attornment. Estoppel Certificate. Within ten (10) days after either party's request, the other party shall deliver, executed in recordable form, a declaration to any person designated by the requesting party (a) ratifying this Lease; (b) stating the commencement and termination dates; and (c) certifying (i) that this Lease is in full force and effect, and has not been assigned, modified, supplemented, or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to be performed have been satisfied (stating exceptions, if any); (iii) that no defenses or offsets against the enforcement of this Lease by the requesting party exist (or stating those claimed); (iv) advance rent, if any, paid by Lessee; (v) the date to which rent has been paid; (vi) the amount of security deposited with Lessor (if hereafter applicable for any reason); and (vii) such other information as the requesting party reasonably requires. Persons receiving such statements shall be entitled to rely upon them. 21

Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Leased Premises, or, if any of the Leased Premises or any building thereon comes into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such provisions as such mortgagee, Trustee, or other person reasonably requires, provided, however, that such attornment shall not modify the terms of this Lease. Failure to Execute Instruments. Either party's failure, without good and reasonable cause, to execute instruments or certificates provided for in this Paragraph 20, within fifteen (15) days after the receipt by such party of a written request, shall be a default under his Lease. Miscellaneous. Relationship of Parties. Nothing contained herein and no acts of the parties herein shall be deemed or construed as creating any relationship between the parties hereto other than the relationship of Lessor and Lessee or Landlord and Tenant. Governing Law. This Lease shall be governed and construed and enforced in accordance with the laws of the State of South Carolina.

Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Leased Premises, or, if any of the Leased Premises or any building thereon comes into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such provisions as such mortgagee, Trustee, or other person reasonably requires, provided, however, that such attornment shall not modify the terms of this Lease. Failure to Execute Instruments. Either party's failure, without good and reasonable cause, to execute instruments or certificates provided for in this Paragraph 20, within fifteen (15) days after the receipt by such party of a written request, shall be a default under his Lease. Miscellaneous. Relationship of Parties. Nothing contained herein and no acts of the parties herein shall be deemed or construed as creating any relationship between the parties hereto other than the relationship of Lessor and Lessee or Landlord and Tenant. Governing Law. This Lease shall be governed and construed and enforced in accordance with the laws of the State of South Carolina. Captions. The captions contained in this Lease are included solely for convenience and shall in no event affect or be used in connection with the interpretation of this Lease. Amendments. This Lease only may be amended or modified as may be agreed upon by written instrument executed by the parties hereto. Interest and Attorney's Fees. All sums becoming due or payable under this Lease, including all money expended pursuant to the provisions hereof or on account of any default in the performance and observance of any agreements or covenants herein, shall bear interest at the rate of eight and one-half percent (8.5%) per annum (or at such lesser rate which is the maximum permitted by applicable law) from thirty (30) days after the date such sums become due or payable, or, in the event one of the parties expends money because of a default by the other, from thirty (30) days after the date the defaulting party received written notice that such money was expended. The prevailing party shall be entitled to its reasonable attorney's fees to collect any payment or to compel any performance ultimately held to be due under the provisions of this Lease. Brokers and Third Parties. Each party represents that it has not had dealings with any real estate broker or other person who may claim a commission or finder's fee with respect to this Lease in any manner. Each party shall hold harmless the other party from all 22

damages resulting from any claims that may be asserted against the Indemnified Party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Lessor: Beasley Family Towers, Inc.

damages resulting from any claims that may be asserted against the Indemnified Party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Lessor: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to:
Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Ave., N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 If to the Lessee: Beasley Broadcasting of Augusta, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley Chief Executive Officer Phone: (941) 263-5000

Fax: (941) 434-8950 23

Waiver. It is agreed that the waiving of any of the covenants of this Lease by either party shall be limited to the particular instance, and shall not be deemed to waive any other breaches of such covenant or any provision herein contained. Accord and Satisfaction. No receipt of money by Lessor after the termination of this Lease or after the service of any notice or after the commencement of any suit reinstates, continues, or extends the term of this Lease or affects any such notice or suit. Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Tower, Transmitter Building, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower, Transmitter Building, and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property

Waiver. It is agreed that the waiving of any of the covenants of this Lease by either party shall be limited to the particular instance, and shall not be deemed to waive any other breaches of such covenant or any provision herein contained. Accord and Satisfaction. No receipt of money by Lessor after the termination of this Lease or after the service of any notice or after the commencement of any suit reinstates, continues, or extends the term of this Lease or affects any such notice or suit. Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Tower, Transmitter Building, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower, Transmitter Building, and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages sustained by Lessee. Partial Invalidity. The invalidity of any provision, clause, or phrase contained in this Lease shall not serve to render the balance of this Lease ineffective or void; and the same shall be construed as if such had not been herein set forth. Documentary Stamps. Lessee shall bear the cost of any documentary stamps occasioned by this Lease should it wish to record this Lease. Rules and Regulations. Lessor may from time to time issue such rules and regulations in writing which it may consider necessary and desirable. Lessee agrees to abide by such rules and regulations so long as they do not unreasonably interfere with Lessee's use and occupancy of the Leased Premises or conflict with this Lease. Force Majeure. Lessor assumes no responsibility for any losses or damages to Lessee's Property caused by acts of God, including, but not limited to, wind, lightning, rain, ice, earthquake, floods, or rising water, or by aircraft or vehicle damage. Lessor furthermore assumes no responsibility for losses or damages to Lessee's Property caused by any person other than employees and agents of Lessor. In the event that Lessor shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of acts of God (including, but not limited to, wind, lightning, rain, ice, earthquake, flood, or rising water), aircraft or vehicle damage or other casualty, unforeseen soil conditions, acts of third parties who are not employees of Lessor, strikes, lock-outs, labor troubles, inability to procure material, failure of power, governmental actions, laws or regulations, riots, insurrection, war, or other 24

reasons beyond its control, then the performance of such act shall be excused for the period of delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay. Entire Agreement. This Lease, together with its Exhibits, constitutes and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous offers, negotiations, and agreements (whether oral or written) between the parties (or any of their related entities) concerning the subject matter of this Lease. Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. This Lease may also be executed in duplicate editions, each of which shall be effective as an original. 25

reasons beyond its control, then the performance of such act shall be excused for the period of delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay. Entire Agreement. This Lease, together with its Exhibits, constitutes and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous offers, negotiations, and agreements (whether oral or written) between the parties (or any of their related entities) concerning the subject matter of this Lease. Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. This Lease may also be executed in duplicate editions, each of which shall be effective as an original. 25

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written.
ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.

_________________________ Witness

By:

____________________________ (SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC.

_________________________ Witness

By:

____________________________ (SEAL) Name: George G. Beasley Title: Chief Executive Officer

26

EXHIBIT A DESCRIPTION OF TOWER WAJY-FM That certain communications tower situated on that certain tract of land described on Exhibit B herein. 27 EXHIBIT B DESCRIPTION OF TOWER SITE WAJY-FM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written.
ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.

_________________________ Witness

By:

____________________________ (SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC.

_________________________ Witness

By:

____________________________ (SEAL) Name: George G. Beasley Title: Chief Executive Officer

26

EXHIBIT A DESCRIPTION OF TOWER WAJY-FM That certain communications tower situated on that certain tract of land described on Exhibit B herein. 27 EXHIBIT B DESCRIPTION OF TOWER SITE WAJY-FM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C [TOWER SPACE DIAGRAM OR DESCRIPTION]

EXHIBIT D [TRANSMITTER BUILDING SPACE DIAGRAM OR DESCRIPTION]

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller"), and Beasley Family Towers, Inc., a Delaware corporation (the "Buyer").

EXHIBIT A DESCRIPTION OF TOWER WAJY-FM That certain communications tower situated on that certain tract of land described on Exhibit B herein. 27 EXHIBIT B DESCRIPTION OF TOWER SITE WAJY-FM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C [TOWER SPACE DIAGRAM OR DESCRIPTION]

EXHIBIT D [TRANSMITTER BUILDING SPACE DIAGRAM OR DESCRIPTION]

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Broadcasting of Augusta, Inc., 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 one (1) communications tower facility used in the operation of radio broadcast station WAJY-FM (the "Tower") and certain personal property belonging to Seller and associated with the Tower; 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 text of Exhibit A is hereby amended and restated as follows: That certain three hundred (300) foot radio broadcast tower situated on that tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east of the city of Aiken, in the Community of Montmorenci, Aiken County, South Carolina, shown and designated as Tract 1 and Tract 2 upon plat of said property prepared by Tripp Land Surveying, Inc., under date of February

EXHIBIT B DESCRIPTION OF TOWER SITE WAJY-FM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C [TOWER SPACE DIAGRAM OR DESCRIPTION]

EXHIBIT D [TRANSMITTER BUILDING SPACE DIAGRAM OR DESCRIPTION]

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Broadcasting of Augusta, Inc., 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 one (1) communications tower facility used in the operation of radio broadcast station WAJY-FM (the "Tower") and certain personal property belonging to Seller and associated with the Tower; 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 text of Exhibit A is hereby amended and restated as follows: That certain three hundred (300) foot radio broadcast tower situated on that tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east of the city of Aiken, in the Community of Montmorenci, Aiken County, South Carolina, shown and designated as Tract 1 and Tract 2 upon plat of said property prepared by Tripp Land Surveying, Inc., under date of February 9, 1995, and recorded February 13, 1995, in Plat Book 33, page 108-2, records of the RMC for Aiken County, South Carolina. Reference is hereby made to said plat for a more complete and accurate description as to metes, bounds and location of said property; said plat is made a part and parcel hereof by this express reference. TOGETHER with an easement for ingress and egress fifty (50') feet in width running from S.C. Highway S-2113 along lands now or formerly of Walker Realty to the subject property. Said easement being more fully shown upon plat above referenced. Derivation: Deed Book 1106, at page 120. Tax Parcel No.: 00- 204-01057.

EXHIBIT C [TOWER SPACE DIAGRAM OR DESCRIPTION]

EXHIBIT D [TRANSMITTER BUILDING SPACE DIAGRAM OR DESCRIPTION]

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Broadcasting of Augusta, Inc., 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 one (1) communications tower facility used in the operation of radio broadcast station WAJY-FM (the "Tower") and certain personal property belonging to Seller and associated with the Tower; 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 text of Exhibit A is hereby amended and restated as follows: That certain three hundred (300) foot radio broadcast tower situated on that tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east of the city of Aiken, in the Community of Montmorenci, Aiken County, South Carolina, shown and designated as Tract 1 and Tract 2 upon plat of said property prepared by Tripp Land Surveying, Inc., under date of February 9, 1995, and recorded February 13, 1995, in Plat Book 33, page 108-2, records of the RMC for Aiken County, South Carolina. Reference is hereby made to said plat for a more complete and accurate description as to metes, bounds and location of said property; said plat is made a part and parcel hereof by this express reference. TOGETHER with an easement for ingress and egress fifty (50') feet in width running from S.C. Highway S-2113 along lands now or formerly of Walker Realty to the subject property. Said easement being more fully shown upon plat above referenced. Derivation: Deed Book 1106, at page 120. Tax Parcel No.: 00- 204-01057. Such real property shall include the transmitter building located thereon. 2. 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.

3. 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.

EXHIBIT D [TRANSMITTER BUILDING SPACE DIAGRAM OR DESCRIPTION]

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Broadcasting of Augusta, Inc., 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 one (1) communications tower facility used in the operation of radio broadcast station WAJY-FM (the "Tower") and certain personal property belonging to Seller and associated with the Tower; 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 text of Exhibit A is hereby amended and restated as follows: That certain three hundred (300) foot radio broadcast tower situated on that tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east of the city of Aiken, in the Community of Montmorenci, Aiken County, South Carolina, shown and designated as Tract 1 and Tract 2 upon plat of said property prepared by Tripp Land Surveying, Inc., under date of February 9, 1995, and recorded February 13, 1995, in Plat Book 33, page 108-2, records of the RMC for Aiken County, South Carolina. Reference is hereby made to said plat for a more complete and accurate description as to metes, bounds and location of said property; said plat is made a part and parcel hereof by this express reference. TOGETHER with an easement for ingress and egress fifty (50') feet in width running from S.C. Highway S-2113 along lands now or formerly of Walker Realty to the subject property. Said easement being more fully shown upon plat above referenced. Derivation: Deed Book 1106, at page 120. Tax Parcel No.: 00- 204-01057. Such real property shall include the transmitter building located thereon. 2. 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.

3. 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. 4. 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 SOUTH CAROLINA. [Signature page follows]

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between Beasley Broadcasting of Augusta, Inc., 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 one (1) communications tower facility used in the operation of radio broadcast station WAJY-FM (the "Tower") and certain personal property belonging to Seller and associated with the Tower; 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 text of Exhibit A is hereby amended and restated as follows: That certain three hundred (300) foot radio broadcast tower situated on that tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east of the city of Aiken, in the Community of Montmorenci, Aiken County, South Carolina, shown and designated as Tract 1 and Tract 2 upon plat of said property prepared by Tripp Land Surveying, Inc., under date of February 9, 1995, and recorded February 13, 1995, in Plat Book 33, page 108-2, records of the RMC for Aiken County, South Carolina. Reference is hereby made to said plat for a more complete and accurate description as to metes, bounds and location of said property; said plat is made a part and parcel hereof by this express reference. TOGETHER with an easement for ingress and egress fifty (50') feet in width running from S.C. Highway S-2113 along lands now or formerly of Walker Realty to the subject property. Said easement being more fully shown upon plat above referenced. Derivation: Deed Book 1106, at page 120. Tax Parcel No.: 00- 204-01057. Such real property shall include the transmitter building located thereon. 2. 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.

3. 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. 4. 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 SOUTH CAROLINA. [Signature page follows] 2

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Amendment to be

3. 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. 4. 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 SOUTH CAROLINA. [Signature page follows] 2

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 BROADCASTING OF AUGUSTA, INC. By: ______________________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: ______________________________________ Name: B. Caroline Beasley Title: Secretary 3 AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor antenna space on a three hundred (300) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WAJY-FM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and the transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 5. The second sentence of Section 13.01 of the Lease is hereby deleted. 6. The last sentence of Section 14.01 of the Lease is hereby deleted.

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 BROADCASTING OF AUGUSTA, INC. By: ______________________________________ Name: George G. Beasley Title: President BUYER: BEASLEY FAMILY TOWERS, INC. By: ______________________________________ Name: B. Caroline Beasley Title: Secretary 3 AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor antenna space on a three hundred (300) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WAJY-FM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and the transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 5. The second sentence of Section 13.01 of the Lease is hereby deleted. 6. The last sentence of Section 14.01 of the Lease is hereby deleted. 7. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 8. The text of Exhibit A is amended and restated as follows: That certain three hundred (300) foot communications tower situated on that certain tract of land described on Exhibit B herein. 9. The text of Exhibit B is amended and restated as follows: That certain tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east

AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Augusta, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor antenna space on a three hundred (300) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WAJY-FM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and the transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 5. The second sentence of Section 13.01 of the Lease is hereby deleted. 6. The last sentence of Section 14.01 of the Lease is hereby deleted. 7. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 8. The text of Exhibit A is amended and restated as follows: That certain three hundred (300) foot communications tower situated on that certain tract of land described on Exhibit B herein. 9. The text of Exhibit B is amended and restated as follows: That certain tract of land more particularly described as follows: ALL that certain piece, parcel or tract of land, containing nine (9) acres, more or less, situate, lying and being east of the city of Aiken, in the Community of Montmorenci, Aiken County, South Carolina, shown and designated as Tract 1 and Tract 2 upon plat of said property prepared by Tripp Land Surveying, Inc., under date of February 9, 1995, and recorded February 13, 1995, in Plat Book 33, page 108-2, records of the RMC for Aiken County, South Carolina. Reference is hereby made to said plat for a more complete and accurate description as to metes, bounds and location of said property; said plat is made a part and parcel hereof by this express reference. 4

TOGETHER with an easement for ingress and egress fifty (50') feet in width running from S.C. Highway S-2113 along lands now or formerly of Walker Realty to the subject property. Said easement being more fully shown upon plat above referenced. Derivation: Deed Book 1106, at page 120. Tax Parcel No.: 00- 204-01057. 10. The text of Exhibit C of the Lease is amended and restated as follows: (1) One (1) Stl antenna located two hundred fifty (250) feet from ground level on the Tower. (2) One (1) side-mounted FM antenna located two hundred ninety (290) feet from ground level on the Tower.

TOGETHER with an easement for ingress and egress fifty (50') feet in width running from S.C. Highway S-2113 along lands now or formerly of Walker Realty to the subject property. Said easement being more fully shown upon plat above referenced. Derivation: Deed Book 1106, at page 120. Tax Parcel No.: 00- 204-01057. 10. The text of Exhibit C of the Lease is amended and restated as follows: (1) One (1) Stl antenna located two hundred fifty (250) feet from ground level on the Tower. (2) One (1) side-mounted FM antenna located two hundred ninety (290) feet from ground level on the Tower. 11. The text of Exhibit D of the Lease is amended and restated as follows: One (1) shingle roof transmitter building with approximately two hundred sixty-four (264) square feet of interior space. Lessee maintains a transmitter inside the transmitter building approximately ten (10) feet north of the double doors of the transmitter building and the tenant under the Tower Lease maintains a transmitter inside the transmitter building approximately six (6) feet north of such double doors. 12. Except as expressly provided herein, the Lease 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 Lease. 13. 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. 14. 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 SOUTH CAROLINA. [Signature page follows] 5

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: __________________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC. BY: __________________________________________ Name: George G. Beasley Title: President 6 AGREEMENT OF SALE (O&O)

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: __________________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF AUGUSTA, INC. BY: __________________________________________ Name: George G. Beasley Title: President 6 AGREEMENT OF SALE (O&O) This Agreement of Sale (the "Agreement") is made this ___ day of December, 2000, between Beasley FM Acquisition Corp., a Delaware corporation (the "Seller") and Beasley Family Towers, Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns certain real and personal property comprised of one parcel of real property and two (2) communications tower facilities (the "Towers"), located in Atlanta, Georgia used in the operation of radio broadcast stations WAEC-AM and WWWE-AM (the "Tower Site"); WHEREAS, Seller desires to sell and Buyer desires to purchase the Towers and certain real and personal property belonging to Seller and associated with the Tower Site; 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, the Parties, intending to be legally bound hereby, agree as follows: 1. Agreement To Sell And Purchase. Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from Seller, the following assets upon the terms and conditions contained herein (collectively, the "Assets"): (a) Those certain tracts of land, and easements or appurtenances incident to such tracts of land, that are associated with the Tower Site (collectively, such land, easements and appurtenances, the "Land"), and the Towers, such Towers and Land more particularly described in Exhibit A attached hereto. (b) [The leases for use of space on certain of the Towers located at the Tower Site as more particularly discussed in Section 5(d) of this Agreement.] 2. Assumption of Liabilities. (a) Upon the terms and subject to the conditions contained herein, Buyer shall assume and become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") with respect to the ownership of the Land and Towers, and the operation of the business relating to the Assets (collectively, the "Assumed Liabilities").

AGREEMENT OF SALE (O&O) This Agreement of Sale (the "Agreement") is made this ___ day of December, 2000, between Beasley FM Acquisition Corp., a Delaware corporation (the "Seller") and Beasley Family Towers, Inc., a Delaware corporation (the "Buyer") (together, the "Parties"). WITNESSETH: WHEREAS, Seller owns certain real and personal property comprised of one parcel of real property and two (2) communications tower facilities (the "Towers"), located in Atlanta, Georgia used in the operation of radio broadcast stations WAEC-AM and WWWE-AM (the "Tower Site"); WHEREAS, Seller desires to sell and Buyer desires to purchase the Towers and certain real and personal property belonging to Seller and associated with the Tower Site; 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, the Parties, intending to be legally bound hereby, agree as follows: 1. Agreement To Sell And Purchase. Seller agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from Seller, the following assets upon the terms and conditions contained herein (collectively, the "Assets"): (a) Those certain tracts of land, and easements or appurtenances incident to such tracts of land, that are associated with the Tower Site (collectively, such land, easements and appurtenances, the "Land"), and the Towers, such Towers and Land more particularly described in Exhibit A attached hereto. (b) [The leases for use of space on certain of the Towers located at the Tower Site as more particularly discussed in Section 5(d) of this Agreement.] 2. Assumption of Liabilities. (a) Upon the terms and subject to the conditions contained herein, Buyer shall assume and become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") with respect to the ownership of the Land and Towers, and the operation of the business relating to the Assets (collectively, the "Assumed Liabilities"). (b) Subject to the provisions of Section 13 hereof, it is understood and agreed that all liabilities to third parties relating to the Assets that arise out of any act, event, or transaction of Seller or the ownership of the Assets or the operation of the business relating to the Assets prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained

Liabilities, and Seller shall and hereby agrees to satisfy in due course all such Retained Liabilities, and subject to Section 13 hereof Seller shall protect and forever hold Buyer harmless from all claims with respect to such Retained Liabilities. It is understood and agreed that all liabilities relating to the Assets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to Section 13 hereof Buyer shall protect and forever hold Seller harmless from all claims with respect to such Assumed Liabilities. 3. Purchase Price. (a) The purchase price for the Assets shall be the amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), (the "Purchase Price"). The Purchase Price shall be adjusted at the Closing by the amount of any prorations derived by operation of Section 6 hereof, and for any other normal income and expense items related to the operation of the Tower Sites as of 12:01 am on the day on which the Closing occurs. The

Liabilities, and Seller shall and hereby agrees to satisfy in due course all such Retained Liabilities, and subject to Section 13 hereof Seller shall protect and forever hold Buyer harmless from all claims with respect to such Retained Liabilities. It is understood and agreed that all liabilities relating to the Assets that arise out of any act, event, or transaction of Buyer following the Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to Section 13 hereof Buyer shall protect and forever hold Seller harmless from all claims with respect to such Assumed Liabilities. 3. Purchase Price. (a) The purchase price for the Assets shall be the amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), (the "Purchase Price"). The Purchase Price shall be adjusted at the Closing by the amount of any prorations derived by operation of Section 6 hereof, and for any other normal income and expense items related to the operation of the Tower Sites as of 12:01 am on the day on which the Closing occurs. The Purchase Price shall be allocated among the Assets in accordance with Section 3(b). (b) Buyer and Seller agree to allocate the aggregate of the Purchase Price, the Assumed Liabilities and other relevant items among the Assets in accordance with section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"). Buyer and Seller will each report the federal, state, and local and other tax consequences of the purchase and sale contemplated hereby (including the filing of IRS Form 8594) in a manner consistent with such allocation. 4. Delivery of Purchase Price. (a) The Purchase Price shall be payable at Closing (as defined in Section 8 below) in the manner set forth in Section 4(b). (b) As payment of the Purchase Price, Buyer shall deliver to Seller at Closing an unsecured promissory note of Buyer in the aggregate principal amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), substantially in the form of Exhibit B (the "Purchase Note"). 5. Transfer of Towers; Title Insurance. (a) Transfer of title to the Land shall be by deed from the Seller to the Buyer (a "Deed"), which Deed shall be in the form of Exhibit C attached hereto and incorporated herein. Transfer of ownership of the Towers and assumption of the Assumed Liabilities pursuant to Section 2 hereof shall be pursuant to the Assignment, Bill of Sale and Assumption Agreement from the Seller to Buyer in the form of Exhibit D attached hereto and incorporated herein (the "Assignment, Bill of Sale and Assumption Agreement"). (b) The Assets shall be transferred to Buyer free and clear of all liens, encumbrances other than Permitted Encumbrances, if any; otherwise the title to the Land shall be 2

good and marketable or such as will be insured by a reputable title insurance company at regular rates. "Permitted Encumbrances" shall mean: (i) encumbrances for taxes, assessments, or governmental charges or levies which are not yet due and payable, or that, subject to adequate security for payment, are being contested; (ii) existing building restrictions, ordinances, easements of roads, privileges, or rights of public service companies or other rights of way, other restrictions or conditions of record, if any or other encumbrances disclosed in this Agreement (including the Exhibits attached hereto); (iii) easements, rights of way or other encumbrances that do not have a material adverse effect on the Assets or the operation of the business relating to the Assets as currently operated; (iv) encumbrances imposed by law, such as materialmen's, mechanic's, carrier's, workmen's, or repairmen's liens or other similar encumbrances attaching in the ordinary course of business or securing obligations that are not overdue; (v) encumbrances securing indebtedness, which will be removed prior to or at the Closing; and (vi) encumbrances pursuant to contracts and leases to be assumed by Buyer pursuant to Section 2.

good and marketable or such as will be insured by a reputable title insurance company at regular rates. "Permitted Encumbrances" shall mean: (i) encumbrances for taxes, assessments, or governmental charges or levies which are not yet due and payable, or that, subject to adequate security for payment, are being contested; (ii) existing building restrictions, ordinances, easements of roads, privileges, or rights of public service companies or other rights of way, other restrictions or conditions of record, if any or other encumbrances disclosed in this Agreement (including the Exhibits attached hereto); (iii) easements, rights of way or other encumbrances that do not have a material adverse effect on the Assets or the operation of the business relating to the Assets as currently operated; (iv) encumbrances imposed by law, such as materialmen's, mechanic's, carrier's, workmen's, or repairmen's liens or other similar encumbrances attaching in the ordinary course of business or securing obligations that are not overdue; (v) encumbrances securing indebtedness, which will be removed prior to or at the Closing; and (vi) encumbrances pursuant to contracts and leases to be assumed by Buyer pursuant to Section 2. (c) As soon as practicable following the Closing, or at such other time as the parties agree, Seller, at its expense, shall obtain and deliver to Buyer a commitment for title insurance (the "Title Commitment") issued by a nationally recognized title company in the ALTA Owner's Form Policy of Title Insurance (each a "Title Policy" and collectively, "Title Policies") covering each tract of Land, setting forth the current status of title thereto, showing all recorded liens, claims, encumbrances, easements, rights-of-way, encroachments, reservations, restrictions and any other matters of public record affecting title to the Land pursuant to which such title company agrees to issue to Buyer the Title Policies. The cost of the Title Policies shall be borne by the Buyer. Seller shall execute such customary documents as the title company reasonably requests, including, but not limited to, an affidavit of debts and liens and customary closing statements. 6. Apportionment of Real Estate Taxes, Rent, Utilities. (a) Current real estate taxes, rent, utilities and all other normal income and expense items related to the Assets shall be apportioned between the parties to reflect the principle that all expenses and income arising from the operation of the Assets up through the Adjustment Time shall be for the account of Seller, and all expenses and income arising from the operation of the business relating to the Assets acquired by Buyer after the Adjustment Time shall be for the account of Buyer. (b) As soon as practicable following the Closing Date, or at such other time as the parties agree, Buyer shall deliver to Seller a certificate from Buyer which sets forth as of the Adjustment Time, all adjustments to be made as provided in Section 6(a) above (the "Buyer's Certificate"). Buyer shall provide Seller or its representatives access to copies of such portions of books and records Seller may reasonably request solely for the purposes of verifying such adjustments. The Buyer's Certificate shall be final and conclusive unless objected to by Seller in writing within ninety (90) days after delivery. Buyer and Seller shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within thirty (30) days after receipt of such written objection, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. 3

(c) In the event of a disagreement between Buyer and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Buyer and Seller shall be the final arbiter of such disagreement. (d) Any amounts due for the adjustments provided for herein shall be paid within thirty (30) business days after final determination. 7. Expenses. (a) Seller shall pay the costs of preparation of the Deed, acknowledgement of the Deed, Federal, state and local revenue stamps, and real estate transfer taxes. (b) All other costs and expenses incurred by the Parties in this transaction, including, but not limited to attorneys' fees, shall be paid by the party incurring them.

(c) In the event of a disagreement between Buyer and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Buyer and Seller shall be the final arbiter of such disagreement. (d) Any amounts due for the adjustments provided for herein shall be paid within thirty (30) business days after final determination. 7. Expenses. (a) Seller shall pay the costs of preparation of the Deed, acknowledgement of the Deed, Federal, state and local revenue stamps, and real estate transfer taxes. (b) All other costs and expenses incurred by the Parties in this transaction, including, but not limited to attorneys' fees, shall be paid by the party incurring them. 8. Closing; Closing Conditions. (a) Closing of the transactions contemplated by this Agreement (the "Closing") shall occur at a place and time mutually agreeable to Seller and Buyer (the "Closing Date"). Seller and Buyer shall both make a good faith effort to close under this Agreement promptly. (b) Seller's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Buyer being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Buyer or any of its affiliates, which would render it unlawful as of the Closing Date to effect the transactions contemplated by this Agreement in accordance with its terms, (iv) the delivery by Buyer of the Purchase Price in the manner set forth in Section 4(b), and (v) the delivery by Buyer of Buyer's Closing Documents (as defined in Section 9 hereof) on or before the Closing Date. (c) Buyer's obligation to close hereunder shall be conditioned upon (i) all representations and warranties of Seller being then true and complete in all material respects as if made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specific date, in which case such representation or warranty shall have been true and correct as of such date, (ii) all consents of third parties required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, (iii) no order, decree or judgment of any court, agency or other governmental authority shall have been issued based on or arising out of the conduct, action, inaction, qualifications or status of Seller or any of its affiliates, which would render it unlawful as of the Closing Date to effect that 4

transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof. 9. Closing Deliveries. (a) At Closing, Seller shall execute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deed; (ii) The Assignment, Bill of Sale and Assumption Agreement;

transactions contemplated by this Agreement in accordance with its terms, and (iv) the delivery by Seller of Seller's Closing Documents as set forth in Section 9 hereof. 9. Closing Deliveries. (a) At Closing, Seller shall execute and/or deliver to Buyer the following (collectively "Seller's Closing Documents"): (i) The Deed; (ii) The Assignment, Bill of Sale and Assumption Agreement; (iii) A certificate from an officer of Seller reasonably acceptable to Buyer confirming the accuracy of the representations and warranties in Section 10 as of the Closing Date; (iv) Authorizing resolutions or minutes from Seller approving this Agreement and the transactions contemplated herein; (v) A FIRPTA affidavit to the effect that Seller is not a "foreign person" (as defined in Section 1445(f)(3) of the Code and the regulations issued thereunder); and (vi) Two (2) lease agreements, each lease agreement by and between Buyer, as lessor, and Seller, as lessee, and each lease agreement substantially in the form of Exhibit E (the "Lease Agreements"). (b) At Closing, Buyer shall execute and/or deliver to Seller the following (collectively "Buyer's Closing Documents"): (i) Authorizing resolutions from Buyer approving this Agreement and the transactions contemplated herein; and (ii) A certificate from an officer of Buyer reasonably acceptable to Seller confirming the accuracy of the representations and warranties in Section 11 as of the Closing Date; (iii) The Purchase Note executed by a duly authorized officer of Buyer; (iv) Two (2) lease agreements, each lease agreement by and between Buyer, as lessor, and Seller, as lessee, and each lease agreement substantially in the form of Exhibit E (the "Lease Agreements"); and (v) The Assignment, Bill of Sale and Assumption Agreement. 5

(c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller agree that such other documents as may be legally necessary or appropriate to carry out the terms of this Agreement or as reasonably requested by the other party shall be executed and delivered by the appropriate party at Closing. 10. Representations and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows : (a) Seller has good and marketable title to the Towers and the Land (or such condition of title as will be insured by any reputable title insurance company at their regular rates), and the Assets are free and clear of liens, encumbrances, restrictions and security interests other than Permitted Encumbrances. (b) Seller has full power and authority to execute and deliver this Agreement and Seller's Closing Documents, and

(c) Seller's Closing Documents and Buyer's Closing Documents shall be collectively called herein the "Closing Documents". Buyer and Seller agree that such other documents as may be legally necessary or appropriate to carry out the terms of this Agreement or as reasonably requested by the other party shall be executed and delivered by the appropriate party at Closing. 10. Representations and Warranties of Seller. As a material inducement to Buyer to enter into this Agreement, Seller represents and warrants to Buyer as follows : (a) Seller has good and marketable title to the Towers and the Land (or such condition of title as will be insured by any reputable title insurance company at their regular rates), and the Assets are free and clear of liens, encumbrances, restrictions and security interests other than Permitted Encumbrances. (b) Seller has full power and authority to execute and deliver this Agreement and Seller's Closing Documents, and to perform its obligations hereunder and thereunder. (c) This Agreement and Seller's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Seller, enforceable against Seller in accordance with their terms. (d) The sale of the Assets shall not materially conflict with, or result in, a breach of the terms of any agreements or instruments to which the Seller is a party or which would result in the creation or imposition of any lien, charge or encumbrance on, or give to others any interest in or right to, any of the Assets. (e) Seller has paid or will pay, at or prior to Closing, all outstanding obligations for utilities and taxes through the Closing Date except for such items as are covered by the proration of items of income and expense as set forth in Section 6 hereof. (f) No third-party authorization or approval of, or filing with, any person, entity, or authority will be required in connection with the execution and delivery of this Agreement or the transactions contemplated by this Agreement. (g) Assuming all consents and approvals required for Seller to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Seller's compliance with, the terms and provisions of this Agreement will conflict with, or result in, a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Seller, or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Seller is subject or any material agreement or contract to which Seller is a party or to which it is subject, or constitute a material default thereunder. 6

(h) Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 11. Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows: (a) Buyer has full power and authority to execute and deliver this Agreement and Buyer's Closing Documents, and to perform its respective obligations hereunder and thereunder. (b) This Agreement and Buyer's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Buyer enforceable against Buyer, in accordance with their terms. (c) Assuming all consents and approvals required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Buyer's

(h) Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 11. Representations and Warranties of Buyer. As a material inducement to Seller to enter into this Agreement, Buyer represents and warrants to Seller as follows: (a) Buyer has full power and authority to execute and deliver this Agreement and Buyer's Closing Documents, and to perform its respective obligations hereunder and thereunder. (b) This Agreement and Buyer's Closing Documents, when executed and delivered, will constitute valid and binding agreements of Buyer enforceable against Buyer, in accordance with their terms. (c) Assuming all consents and approvals required for Buyer to consummate the transactions contemplated under this Agreement shall have been obtained, neither the execution, delivery, and performance of, nor Buyer's compliance with, the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions, or provisions of the Articles of Incorporation or Bylaws of Buyer or any judgment, order, injunction, decree, regulation, or ruling of any court or any other governmental authority to which Buyer is subject or any material agreement or contract to which Buyer is a party or to which it is subject, or constitute a material default thereunder. 12. Representations and Warranties Survive Closing. All of the provisions of this Agreement and of the Closing Documents and all of the representations, warranties, considerations, and agreements contained herein and in the Closing Documents shall survive Closing and continue in full force and effect for a period of twelve (12) months from the Closing Date; provided that if a claim for indemnification is made by either party under Section 13 hereof within such twelve (12) month period, the provisions of Section 13 shall survive until the resolution of such claim. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature of the claim is given on or prior to the last day of the twelve (12) month period following the Closing Date. 13. Indemnification. (a) For a period of one (1) year from the date of this Agreement, Seller shall indemnify, defend, and hold Buyer, its affiliates, partners, employees, officers, directors, agents, and representatives harmless from and against any and all reasonable losses, costs, expenses, liabilities, penalties, claims, and other damages including, but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigation, reasonably incurred and resulting from: 7

(i) any breach of Seller's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Seller of any of its covenants or agreements contained herein or in any Seller's Closing Document; (iii) the Retained Liabilities; (iv) any and all losses, liabilities or damages resulting from Sellers' operations or ownership of the Tower Site prior to the Closing Date, including any and all liabilities arising under the Assets which relate to events occurring prior to the Closing Date. (b) For a period of one (1) year from the date of this Agreement, Buyer shall indemnify, defend and hold Seller, its affiliates, employees, officers, directors, agents and representatives harmless from and against any and all

(i) any breach of Seller's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Seller of any of its covenants or agreements contained herein or in any Seller's Closing Document; (iii) the Retained Liabilities; (iv) any and all losses, liabilities or damages resulting from Sellers' operations or ownership of the Tower Site prior to the Closing Date, including any and all liabilities arising under the Assets which relate to events occurring prior to the Closing Date. (b) For a period of one (1) year from the date of this Agreement, Buyer shall indemnify, defend and hold Seller, its affiliates, employees, officers, directors, agents and representatives harmless from and against any and all losses, costs, expenses, liabilities, penalties, claims, and other damages, including but not limited to, reasonable attorney's fees and other costs and expenses, including reasonable costs of investigations, reasonably incurred and resulting from: (i) any breach of Buyer's representations or warranties, or the breach of any other provision contained in this Agreement; (ii) nonfulfillment by Buyer of any of its covenants or agreements contained herein or in any Buyer's Closing Document; (iii) the Assumed Liabilities; (iv) any and all losses, liabilities or damages resulting from Buyer's operations or ownership of the Tower Site subsequent to the Closing Date, including any and all liabilities arising under the Assets which related to events occurring subsequent to the Closing Date. (c) In the event either Buyer or Seller (the "Indemnified Party") becomes aware of circumstances which would entitle such party to indemnification by the other party hereunder (the "Indemnifying Party"), the Indemnified Party shall give the Indemnifying Party prompt written notice, with reasonable detail, of such claim. Upon receipt of such notice by the Indemnified Party to the Indemnifying Party, the Indemnifying Party shall have the option of defending against such pending litigation through engagement of legal counsel of its choice, provided, however, that the Indemnifying Party's choice of legal counsel must be acceptable to the Indemnified Party in its reasonable discretion. In the event the Indemnifying Party elects to defend, the Indemnifying Party shall keep the Indemnified Party fully informed on a timely basis of the status of the pending litigation. In the event that the Indemnifying Party elects to defend 8

and is unsuccessful in such defense, it shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages as described above, including but not limited to, reasonable attorney's fees and other costs and expenses associated with the pending litigation being so defended. In the event the Indemnifying Party elects not to defend and the Indemnified Party defends, but is unsuccessful, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages, as described above, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. In the event that Indemnifying Party elects not to defend and the Indemnified Party defends successfully, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all costs and expenses incurred, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payment made by the Indemnified Party at any time after Closing, based on the final judgement of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions in respect to any damages to which the foregoing indemnification relates.

and is unsuccessful in such defense, it shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages as described above, including but not limited to, reasonable attorney's fees and other costs and expenses associated with the pending litigation being so defended. In the event the Indemnifying Party elects not to defend and the Indemnified Party defends, but is unsuccessful, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all losses, costs, expenses, liabilities, penalties, claims and other damages, as described above, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. In the event that Indemnifying Party elects not to defend and the Indemnified Party defends successfully, then the Indemnifying Party shall promptly pay to the Indemnified Party any and all costs and expenses incurred, including, but not limited to, reasonable attorney's fees and other costs and expenses incurred, including reasonable costs of investigation. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payment made by the Indemnified Party at any time after Closing, based on the final judgement of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions in respect to any damages to which the foregoing indemnification relates. (d) Limitations on Seller Indemnification. Notwithstanding anything in this Agreement to the contrary, Seller's obligation to indemnify Buyer shall be subject to all of the following limitations: (i) The amount of any losses, costs, expenses, liabilities, penalties, claims, and other damages ("Losses") incurred by Buyer shall be reduced by (A) the amount Buyer recovers (after deducting all attorneys' fees, expenses, and other out-of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Buyer shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Buyer shall be entitled to indemnification only for Losses as to which Buyer has given Seller written notice describing in reasonable detail the nature and basis for such indemnification ("Notice of Claim") on or prior to the first anniversary of the Closing Date. (iii) Seller shall not be required to make any indemnification under clause of Section 13(a) until the aggregate amount of Losses resulting from or arising out of the matters referred to in Section 13(a)(i) exceeds Ten Thousand Dollars ($10,000.00); provided that if the aggregate amount of such Losses exceeds such amount, Seller shall be required to indemnify Buyer for all Losses indemnifiable under Section 13(a)(i) without regard to such Ten Thousand Dollar ($10,000.00) limitation. 9

(iv) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to fifty Thousand Dollars ($ 50,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder. (e) Buyer's Exclusive Remedy. Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Buyer with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. (f) Limitation on Buyer's Indemnification. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to indemnify Seller shall be subject to all of the following limitations: (i) The amount of any Losses incurred by Seller shall be reduced by (A) the amount Seller recovers (after deducting all attorneys' fees, expenses and other out- of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Seller shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Seller shall be entitled to indemnification only for Losses as to which Seller has given Buyer a Notice of Claim on or prior to the first anniversary of the Closing Date. (iii) Buyer shall not be required to make any indemnification under clause (i) of Section 13(b) until the aggregate amount of Losses resulting from or arising out of the matters referred to in Section 13(b)(i) exceeds Ten

(iv) Any amounts owed to Buyer by Seller pursuant to this Section 13 shall be limited to fifty Thousand Dollars ($ 50,000.00) and Seller shall have no other liability or responsibility for indemnification hereunder. (e) Buyer's Exclusive Remedy. Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Buyer with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. (f) Limitation on Buyer's Indemnification. Notwithstanding anything in this Agreement to the contrary, Buyer's obligation to indemnify Seller shall be subject to all of the following limitations: (i) The amount of any Losses incurred by Seller shall be reduced by (A) the amount Seller recovers (after deducting all attorneys' fees, expenses and other out- of-pocket costs of recovery) from any insurer or other party liable for such Losses, and Seller shall use commercially reasonable efforts to effect any such recovery and (B) any tax benefit realized by Buyer or its owners as a result of any such Loss. (ii) Seller shall be entitled to indemnification only for Losses as to which Seller has given Buyer a Notice of Claim on or prior to the first anniversary of the Closing Date. (iii) Buyer shall not be required to make any indemnification under clause (i) of Section 13(b) until the aggregate amount of Losses resulting from or arising out of the matters referred to in Section 13(b)(i) exceeds Ten Thousand Dollars ($10,000.00); provided that if the aggregate amount of such Losses exceeds such amount, Buyer shall be required to indemnify Seller for all Losses indemnifiable under Section 13(b)(i) without regard to such Ten Thousand Dollar ($10,000.00) limitation. (iv) Any amounts owed to Seller by Buyer pursuant to this Section 13 shall be limited to Fifty Thousand Dollars ($50,000.00) and Buyer shall have no other liability or responsibility for Indemnification hereunder. (g) Seller's Exclusive Remedy. Subsequent to the Closing, indemnification under this Section 13 shall be the exclusive remedy of Seller with respect to any legal, equitable or other claim for relief based upon this Agreement or arising hereunder. 10 14. Termination; Liquidated Damages. (a) Right of Termination. This Agreement may be terminated prior to Closing: (i) By written notice from a party that is not then in material breach of this Agreement if: (A) The other party has continued in material breach of this Agreement for twenty (20) days after written notice of such breach from the terminating party; (B) Closing does not occur by May 31, 2000 or such other date as is mutually agreed to by Buyer and Seller. (b) Obligations Upon Termination. (i) Upon termination of this Agreement, each party shall thereafter remain liable for breach of this Agreement prior to such termination and remain liable to pay and perform any obligation under Section 13. (ii) If Closing shall not have occurred, Seller's sole remedy at law or in equity for any breach or default by Buyer described in Section 14(a)(i)(A) shall be the termination by Seller of this Agreement by giving of written notice to Buyer pursuant to Section 14(a)(i)(A). (c) Termination Notice. Each notice given by a party pursuant to Section 14(a) to terminate this Agreement shall specify the subsection of Section 14(a) pursuant to which such notice is given. If at the time a party gives a termination notice, such party is

14. Termination; Liquidated Damages. (a) Right of Termination. This Agreement may be terminated prior to Closing: (i) By written notice from a party that is not then in material breach of this Agreement if: (A) The other party has continued in material breach of this Agreement for twenty (20) days after written notice of such breach from the terminating party; (B) Closing does not occur by May 31, 2000 or such other date as is mutually agreed to by Buyer and Seller. (b) Obligations Upon Termination. (i) Upon termination of this Agreement, each party shall thereafter remain liable for breach of this Agreement prior to such termination and remain liable to pay and perform any obligation under Section 13. (ii) If Closing shall not have occurred, Seller's sole remedy at law or in equity for any breach or default by Buyer described in Section 14(a)(i)(A) shall be the termination by Seller of this Agreement by giving of written notice to Buyer pursuant to Section 14(a)(i)(A). (c) Termination Notice. Each notice given by a party pursuant to Section 14(a) to terminate this Agreement shall specify the subsection of Section 14(a) pursuant to which such notice is given. If at the time a party gives a termination notice, such party is entitled to give such notice pursuant to more than one subsection of Section 14(a), the subsection pursuant to which such notice is given and termination is effected shall be deemed to be the subsection specified in such notice provided that the party giving such notice is at such time entitled to terminate this Agreement pursuant to the specified subsection. 15. Default; Disputes. If Seller fails to perform under this Agreement, the Buyer may exercise any right he has against the Seller, including bringing an action for specific performance. The remedies provided by this Section are in addition to any right or remedies provided elsewhere in this Agreement or at law or in equity. In the event a dispute arises between the Parties over the interpretation of this Agreement, or the performance, alleged non-performance or breach by either Party hereunder, the Parties hereby agree to seek resolution of such dispute in good faith through an alternative dispute resolution process mutually agreeable to the Parties prior to the institution of any legal proceedings related thereto. 11 16. Liabilities. Buyer shall not, in connection with the purchase and sale of Assets contemplating herein, assume any liabilities or obligations of the Seller except as specifically set forth herein. 17. Third Party Brokerage. Seller and Buyer hereby represent and warrant to each other that neither Seller or Buyer has dealt with any broker or finder in connection with the transaction which is the subject of this Agreement. Each party hereby agrees to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorney's fees, arising out of any claim made by any broker, finder or other intermediary who claims to have dealt with such party in connection with the transaction which is the subject of this Agreement. The provisions of the paragraph shall survive Closing hereunder. 18. Entire Agreement. This Agreement (which includes the exhibits and schedules attached hereto) constitutes the entire agreement between the Parties and there are no other understandings, representations or warranties, oral or written, relating to the subject matter hereof.

16. Liabilities. Buyer shall not, in connection with the purchase and sale of Assets contemplating herein, assume any liabilities or obligations of the Seller except as specifically set forth herein. 17. Third Party Brokerage. Seller and Buyer hereby represent and warrant to each other that neither Seller or Buyer has dealt with any broker or finder in connection with the transaction which is the subject of this Agreement. Each party hereby agrees to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorney's fees, arising out of any claim made by any broker, finder or other intermediary who claims to have dealt with such party in connection with the transaction which is the subject of this Agreement. The provisions of the paragraph shall survive Closing hereunder. 18. Entire Agreement. This Agreement (which includes the exhibits and schedules attached hereto) constitutes the entire agreement between the Parties and there are no other understandings, representations or warranties, oral or written, relating to the subject matter hereof. 19. Amendment. This Agreement may not be changed, modified or amended, in whole or in part, except in writing, signed by all parties. 20. Notice. Notices given pursuant to this Agreement shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this Section. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Seller: Beasley FM Acquisition Corp. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley Chief Executive Officer Phone: (941) 263-5000 Fax: (941) 434-8950

12
If to the Buyer: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to: Joseph D. Sullivan, Esq. Latham & Watkins

If to the Buyer:

Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to: Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 21. Construction. Whenever used in this Agreement the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. 22. Assignment and Recording. Seller hereby covenants not to assign or record this Agreement except with the prior written consent of the Buyer. Buyer may assign this Agreement freely to any affiliated entity, provided such assignment shall not relieve Buyer of its obligations hereunder. 23. Binding Effect. This Agreement and all of its terms and conditions shall extend to and be binding upon the Parties hereto and upon their respective heirs, executors, administrators, successors and assigns. 24. Further Assurances. Seller and Buyer agree to execute and deliver any further documents or assurances that in law or otherwise are necessary, desirable or proper to consummate the transactions contemplated by this Agreement and to vest, perfect, assign or confirm, of record or otherwise, in Buyer title to the Assets. 25. Governing Law. This Agreement is made and shall be governed by and construed in accordance with the internal laws of the State of Georgia. 13 26. Headings. The headings and captions in this Agreement are for convenience only and are not part of this Agreement. 27. Interpretation. Neither this Agreement nor any provision contained herein shall be interpreted for or against either party solely because that party or that party's legal representative drafted the provision. 28. Counterparts.

26. Headings. The headings and captions in this Agreement are for convenience only and are not part of this Agreement. 27. Interpretation. Neither this Agreement nor any provision contained herein shall be interpreted for or against either party solely because that party or that party's legal representative drafted the provision. 28. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute the same Agreement. 29. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement and the remainder shall remain in full force and effect. 30. Covenant of Seller. Seller shall make all commercially reasonable efforts to resolve any title or restriction issues prior to the Closing, but will continue these efforts subsequent to the Closing to the extent reasonably necessary. 14

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement 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 15 INDEX OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Description of Land and Towers Form of Purchase Note Form of Deed Form of Assignment, Bill of Sale and Assumption Agreement Form of Lease Agreements

Exhibit E

IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound, have caused this Agreement 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 15 INDEX OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Description of Land and Towers Form of Purchase Note Form of Deed Form of Assignment, Bill of Sale and Assumption Agreement Form of Lease Agreements

Exhibit E

EXHIBIT A DESCRIPTION OF LAND AND TOWERS WAEC-AM & WWWE-AM Those two (2) certain two hundred seventy five (275) foot Utility G45 uniform cross-section, series-excited, guyed triangular communications towers, servicing WAEC-AM and WWWE-AM respectively, situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $448,210.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order of BEASLEY FM ACQUISITION CORP., a Delaware corporation, ("Payee"), the principal amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), together with accrued

INDEX OF EXHIBITS
Exhibit A Exhibit B Exhibit C Exhibit D Description of Land and Towers Form of Purchase Note Form of Deed Form of Assignment, Bill of Sale and Assumption Agreement Form of Lease Agreements

Exhibit E

EXHIBIT A DESCRIPTION OF LAND AND TOWERS WAEC-AM & WWWE-AM Those two (2) certain two hundred seventy five (275) foot Utility G45 uniform cross-section, series-excited, guyed triangular communications towers, servicing WAEC-AM and WWWE-AM respectively, situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $448,210.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order of BEASLEY FM ACQUISITION CORP., a Delaware corporation, ("Payee"), the principal amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated [December] ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest. (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%) compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay in advance _________________ Dollars ($ _____.00). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date").

EXHIBIT A DESCRIPTION OF LAND AND TOWERS WAEC-AM & WWWE-AM Those two (2) certain two hundred seventy five (275) foot Utility G45 uniform cross-section, series-excited, guyed triangular communications towers, servicing WAEC-AM and WWWE-AM respectively, situated on that certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $448,210.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order of BEASLEY FM ACQUISITION CORP., a Delaware corporation, ("Payee"), the principal amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated [December] ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest. (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%) compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay in advance _________________ Dollars ($ _____.00). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). 2. Prepayment. (a) Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note. (b) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 3. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and

EXHIBIT B FORM OF PURCHASE NOTE PROMISSORY NOTE $448,210.00 December ___, 2000 BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Payor"), for value received, promises to pay to the order of BEASLEY FM ACQUISITION CORP., a Delaware corporation, ("Payee"), the principal amount of Four Hundred Forty Eight Thousand Two Hundred Ten Dollars ($448,210.00), together with accrued interest thereon, calculated and payable as set forth below in this Note. The principal and interest on this Note is payable in lawful money of the United States of America in immediately available funds at such place in the United States as Payee may from time to time designate in writing to Payor. This Note is made pursuant to that certain Agreement of Sale (the "Sale Agreement"), dated [December] ____, 2000, by and among Payor and Payee. 1. Payment of Principal and Interest. (a) Calculation and Payment of Interest. Interest on the principal balance of this Note outstanding from time to time until paid in full shall accrue at the rate of six and seventy-seven one hundredths percent (6.77%) compounded annually (the "Rate"), computed on the basis of a 365 or 366-day year, as appropriate, for the actual number of days elapsed, commencing on the date hereof. (b) Payments Prior to Maturity Date. On the first day of each month Maker shall pay in advance _________________ Dollars ($ _____.00). All remaining principal, together with accrued and unpaid interest thereon shall be due and payable on the "Maturity Date" (defined below). Each monthly payment shall be credited first to interest then accrued and the remainder, if any, to principal, and interest shall thereupon cease to accrue upon the principal paid. (c) Payment on Maturity Date. The principal balance of, and any accrued and unpaid interest on, this Note shall be payable twenty (20) years from the effective date of this Note (such date the "Maturity Date"). 2. Prepayment. (a) Payor may, at its option at any time, without premium or penalty, prepay all or any portion of this Note. (b) Any prepayment of this Note shall be applied as follows: first, to payment of accrued interest; and second, to payment of principal. 3. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or (b) Payor pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or (c) an involuntary case or proceeding is commenced against Payor under any Bankruptcy Law and is not

3. Events of Default. The following shall constitute "Events of Default" under this Note: (a) Failure by Payor to make any payment required under this Note when the same shall become due and payable (whether at maturity or otherwise) and the continuation of such failure for a period of ninety (90) days; or (b) Payor pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a Custodian of it or for all or any substantial portion of its property or assets; (iv) makes a general assignment for the benefit of its creditors; or (c) an involuntary case or proceeding is commenced against Payor under any Bankruptcy Law and is not dismissed, bonded or discharged within ninety (90) days thereafter, or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against Payor in an involuntary case or proceeding; (ii) appoints a Custodian of Payor or for all or substantially all of its properties; or (iii) orders the liquidation of Payor; and in each case the order or decree remains unstayed and in effect for ninety (90) days. (d) The following terms used in this Note have the meaning, assigned below: "Bankruptcy Law" means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of Payor. "Custodian" means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 2 "Event of Default" means any of the occurrences specified in Section 2 of this Note. If any Event of Default shall have occurred and be continuing, Payee may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Payee under this Note. 4. Assignment. The holders of this Note may not assign or otherwise transfer all or any portion of their rights and obligations under this Note to any other person or entity, without the prior written consent of the Payor, which consent shall not be unreasonably withheld. 5. Miscellaneous. (a) Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note. (b) Amendment and Waiver. No provision of this Note may be amended or waived unless Payor shall have obtained the written agreement of Payee. No failure or delay in exercising any right, power or privilege hereunder shall imply or otherwise operate as a waiver of any rights of Payee, nor shall any single or partial exercise thereof

"Event of Default" means any of the occurrences specified in Section 2 of this Note. If any Event of Default shall have occurred and be continuing, Payee may proceed to protect and enforce its rights either by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the exercise of any power granted to Payee under this Note. 4. Assignment. The holders of this Note may not assign or otherwise transfer all or any portion of their rights and obligations under this Note to any other person or entity, without the prior written consent of the Payor, which consent shall not be unreasonably withheld. 5. Miscellaneous. (a) Section Headings. The section headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note. (b) Amendment and Waiver. No provision of this Note may be amended or waived unless Payor shall have obtained the written agreement of Payee. No failure or delay in exercising any right, power or privilege hereunder shall imply or otherwise operate as a waiver of any rights of Payee, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. (c) Successors, Assigns and Transferors. The foregoing, the obligations of Payor and Payee under this Note shall be binding upon, and inure to the benefit of, and be enforceable by, Payor and Payee, and their respective successors and permitted assigns, whether or not so expressed. (d) Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to any conflicts of laws principles thereof that would otherwise require the application of the law of any other jurisdiction. (e) Notices. Any notice, request, instruction or other document to be given hereunder by either party to the other shall be in writing and shall be deemed given when received and shall be (i) delivered personally or (ii) mailed by certified mail, postage prepaid, return receipt requested or (iii) delivered by Federal Express or a similar overnight courier or (iv) sent via facsimile transmission to the fax number given below, as follows: 3

If to Payor, addressed to: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Fax: (941) 434-8950 With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Attn: Joseph D. Sullivan, Esq. Fax: (202) 637-2201 If to Payee, addressed to: Beasley FM Acquisition Corp.

If to Payor, addressed to: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Fax: (941) 434-8950 With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, N.W. Washington, DC 20004-2505 Attn: Joseph D. Sullivan, Esq. Fax: (202) 637-2201 If to Payee, addressed to: Beasley FM Acquisition Corp. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Fax: (941) 434-8950 or to such other place and with such other copies as either party may designate as to itself by written notice to the other party. 4

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. BEASLEY FAMILY TOWERS, INC. By: _____________________________________ Name: B. Caroline Beasley Title: Secretary 5 EXHIBIT C FORM OF DEED

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of [December,] 2000 by and between BEASLEY FM ACQUISITION CORP. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS

IN WITNESS WHEREOF, Payor has executed and delivered this Note as of the date hereinabove first written. BEASLEY FAMILY TOWERS, INC. By: _____________________________________ Name: B. Caroline Beasley Title: Secretary 5 EXHIBIT C FORM OF DEED

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of [December,] 2000 by and between BEASLEY FM ACQUISITION CORP. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of [December __,] 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Towers and Tower Leases and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to the Towers described in Exhibit A of the Asset Purchase Agreement. Item a. above is hereinafter referred to as the "Assigned Assets." 2. Purchaser hereby accepts the sale, conveyance and assignment of the Assigned Assets, effective as of 12:01 a.m. Eastern Time on [December] __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on [December] __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Assigned Assets and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Assigned Assets.

EXHIBIT C FORM OF DEED

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of [December,] 2000 by and between BEASLEY FM ACQUISITION CORP. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of [December __,] 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Towers and Tower Leases and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to the Towers described in Exhibit A of the Asset Purchase Agreement. Item a. above is hereinafter referred to as the "Assigned Assets." 2. Purchaser hereby accepts the sale, conveyance and assignment of the Assigned Assets, effective as of 12:01 a.m. Eastern Time on [December] __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on [December] __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Assigned Assets and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Assigned Assets.

5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. 2

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above.

EXHIBIT D FORM OF ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT This Assignment, Bill of Sale and Assumption Agreement (this "Agreement") is made effective as of 12:01 a.m. Eastern Time, on the ____ day of [December,] 2000 by and between BEASLEY FM ACQUISITION CORP. ("Seller") and BEASLEY FAMILY TOWERS, INC. ("Purchaser"). RECITALS A. Reference is made to that certain Agreement of Sale (the "Asset Purchase Agreement") dated as of [December __,] 2000 by and between Seller and Purchaser. Capitalized terms used but not defined herein shall have the meanings given such terms in the Asset Purchase Agreement. B. The Asset Purchase Agreement provides that Seller shall sell, convey and assign to Purchaser all of Seller's right, title and interest to the Towers and Tower Leases and Purchaser shall assume the Assumed Liabilities, as defined in Section 2 of the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows (capitalized terms used herein but not defined herein shall have the meaning given to them in the Asset Purchase Agreement): 1. Seller hereby bargains, sells, conveys, assigns and delivers all of Seller's right, title and interest in and to the Towers described in Exhibit A of the Asset Purchase Agreement. Item a. above is hereinafter referred to as the "Assigned Assets." 2. Purchaser hereby accepts the sale, conveyance and assignment of the Assigned Assets, effective as of 12:01 a.m. Eastern Time on [December] __, 2000. 3. Purchaser hereby assumes and agrees to pay and perform the Assumed Liabilities pursuant to Section 2 of the Asset Purchase Agreement, effective as of 12:01 a.m. Eastern Time on [December] __, 2000. 4. After the date hereof, Purchaser and Seller will, at the request of the other party, promptly obtain, execute and deliver, or cause to be obtained, executed and delivered, to the other party such assignments, bills of sale, endorsements, and other such instruments or documents to be executed by Seller or Purchaser, as the case may be, in addition to this Agreement, in form and substance reasonably satisfactory to the other party, as such other party may reasonably deem necessary or desirable so as (i) to vest in Purchaser title to and possession of the Assigned Assets and (ii) to perfect and record, if necessary, the sale, assignment, conveyance, transfer and delivery to Purchaser of the Assigned Assets.

5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. 2

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY FM ACQUISITION CORP.

5. This Agreement is made pursuant to, and is subject to all of the terms, representations, warranties and covenants of, the Asset Purchase Agreement, the terms of which are hereby incorporated by reference. In the event of any conflict between this Agreement and the Asset Purchase Agreement, the terms of the Asset Purchase Agreement shall govern. 2

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY FM ACQUISITION CORP. By: __________________________________ Name: George G. Beasley Title: Chief Executive Officer PURCHASER: BEASLEY FAMILY TOWERS, INC. By: __________________________________ Name: B. Caroline Beasley Title: Secretary EXHIBIT E FORM OF LEASE AGREEMENTS LEASE AGREEMENT (O&O - WWWE-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee"). WITNESSETH:

IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this Agreement as of the day and year first written above. SELLER: BEASLEY FM ACQUISITION CORP. By: __________________________________ Name: George G. Beasley Title: Chief Executive Officer PURCHASER: BEASLEY FAMILY TOWERS, INC. By: __________________________________ Name: B. Caroline Beasley Title: Secretary EXHIBIT E FORM OF LEASE AGREEMENTS LEASE AGREEMENT (O&O - WWWE-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns a communications tower described on Exhibit A attached hereto (the "Towers"), together with other improvements on a certain tract of real estate located in Atlanta, Georgia and described in Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant easements or improvements on such land, including, without limitation, any buildings or other structures); 3

WHEREAS, Lessor desires to lease the Tower Site and the Tower for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: LEASE COMMENCEMENT. Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. DESCRIPTION OF THE LEASEHOLD. Leased Premises. Lessor hereby leases to Lessee, and Lessee leases from Lessor, with a right of access thereto

WHEREAS, Lessor desires to lease the Tower Site and the Tower for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: LEASE COMMENCEMENT. Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. DESCRIPTION OF THE LEASEHOLD. Leased Premises. Lessor hereby leases to Lessee, and Lessee leases from Lessor, with a right of access thereto and parking therefor in accordance with Section 9: The Tower for the purpose of the broadcast transmission of WWWE-AM, Atlanta, Georgia; Space in the transmitter building on the Tower Site, as such space is more fully described in Exhibit C hereto (the "Transmitter Building"), for the purposes of the housing, operation and maintenance of Lessee's transmitter and related equipment by Lessee in the Transmitter Building for the aforementioned purposes immediately prior to the effective date of this Lease (such space "Lessee's Building Space"); and The Tower Site. All of the property leased under this Paragraph 2.01 shall hereinafter be called the "Leased Premises". Ownership of Property; Access. 4 Except for "Lessee's Property" (as defined below), all tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Leased Premises after the Lessee vacates same. The Lessee's antenna, transmission line, and other equipment, together with any replacements thereof and modifications and additions thereto, which are permitted hereunder, shall be and remain Lessee's Property, and are hereinafter referred to as "Lessee's Property". Lessee will be solely responsible for the maintenance of Lessee's Property, including all expenses associated with such repair. Lessee shall have reasonable right of access to the Leased Premises at all times in emergency situations and whenever reasonably necessary for equipment maintenance and repair. Lessee shall also have reasonable rights of access at any time to the Leased Premises for ingress, egress, utilities, the locating and usage of cabling and related equipment, operations, maintenance, repair or remodeling, or other engineering purposes.

Except for "Lessee's Property" (as defined below), all tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Leased Premises after the Lessee vacates same. The Lessee's antenna, transmission line, and other equipment, together with any replacements thereof and modifications and additions thereto, which are permitted hereunder, shall be and remain Lessee's Property, and are hereinafter referred to as "Lessee's Property". Lessee will be solely responsible for the maintenance of Lessee's Property, including all expenses associated with such repair. Lessee shall have reasonable right of access to the Leased Premises at all times in emergency situations and whenever reasonably necessary for equipment maintenance and repair. Lessee shall also have reasonable rights of access at any time to the Leased Premises for ingress, egress, utilities, the locating and usage of cabling and related equipment, operations, maintenance, repair or remodeling, or other engineering purposes. PERMITTED USES. By Lessee. 5 Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Leased Premises may be used only for activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations. Except as expressly permitted by this Lease and unless prior written approval of Lessor has been given, Lessee shall not construct or make any improvements or install any equipment on the Tower. Lessee may repair and maintain equipment as it reasonably deems necessary to its operations within Lessee's Building Space in all respects in compliance with the terms hereof. Lessee shall maintain the Leased Premises, Lessee's interior and exterior equipment, and all other improvements in an orderly and professional manner. By Lessor. Subject to the rights elsewhere granted to Lessee in this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, non-recurring and de minimis amount), Lessor reserves the right to use the Tower, at its own expense, as it sees fit and to fasten additional equipment to the Tower for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02(a) to the hours of 1:00 a.m. to 5:00 a.m. Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Site or use of any of the improvements thereon, space in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and all rental revenues received therefrom shall belong exclusively to Lessor. Prior to permitting the fastening of a material amount of additional equipment, Lessor shall cause a structural

Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Leased Premises may be used only for activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations. Except as expressly permitted by this Lease and unless prior written approval of Lessor has been given, Lessee shall not construct or make any improvements or install any equipment on the Tower. Lessee may repair and maintain equipment as it reasonably deems necessary to its operations within Lessee's Building Space in all respects in compliance with the terms hereof. Lessee shall maintain the Leased Premises, Lessee's interior and exterior equipment, and all other improvements in an orderly and professional manner. By Lessor. Subject to the rights elsewhere granted to Lessee in this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, non-recurring and de minimis amount), Lessor reserves the right to use the Tower, at its own expense, as it sees fit and to fasten additional equipment to the Tower for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02(a) to the hours of 1:00 a.m. to 5:00 a.m. Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Site or use of any of the improvements thereon, space in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and all rental revenues received therefrom shall belong exclusively to Lessor. Prior to permitting the fastening of a material amount of additional equipment, Lessor shall cause a structural analysis of the Tower to be conducted by a reputable mechanical consultant chosen by Lessor in order to ensure that any such additions conform to recognized engineering standards. Except as expressly provided for herein, Lessor shall have no liability for any action or omission taken in exercise of its rights hereunder upon reasonable reliance on recommendation of its engineering personnel. Subject to the terms of this Lease, Lessor also reserves the right to erect one (1) or more additional towers on the Tower Site. TERM. Term. This Lease shall have a term of twenty (20) years from the Commencement Date established in Paragraph 1.01 hereof. 6

RENT. Rental. Lessee shall pay rent for each consecutive twelve-month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made to the following schedule:

RENT. Rental. Lessee shall pay rent for each consecutive twelve-month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made to the following schedule: 7
-------------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -------------------------------------------------------1 $__________ $__________ -------------------------------------------------------2 $__________ $__________ -------------------------------------------------------3 $__________ $__________ -------------------------------------------------------4 $__________ $__________ -------------------------------------------------------5 $__________ $__________ -------------------------------------------------------6 $__________ $__________ -------------------------------------------------------7 $__________ $__________ -------------------------------------------------------8 $__________ $__________ -------------------------------------------------------9 $__________ $__________ -------------------------------------------------------10 $__________ $__________ -------------------------------------------------------11 $__________ $__________ -------------------------------------------------------12 $__________ $__________ -------------------------------------------------------13 $__________ $__________ -------------------------------------------------------14 $__________ $__________ -------------------------------------------------------15 $__________ $__________ -------------------------------------------------------16 $__________ $__________ -------------------------------------------------------17 $__________ $__________ -------------------------------------------------------18 $__________ $__________ -------------------------------------------------------19 $__________ $__________ -------------------------------------------------------20 $__________ $__________ --------------------------------------------------------

Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated _______, 2000, on the first day of each month during the term of this Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. Electricity and Other Utilities. In addition to the payments prescribed under

-------------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -------------------------------------------------------1 $__________ $__________ -------------------------------------------------------2 $__________ $__________ -------------------------------------------------------3 $__________ $__________ -------------------------------------------------------4 $__________ $__________ -------------------------------------------------------5 $__________ $__________ -------------------------------------------------------6 $__________ $__________ -------------------------------------------------------7 $__________ $__________ -------------------------------------------------------8 $__________ $__________ -------------------------------------------------------9 $__________ $__________ -------------------------------------------------------10 $__________ $__________ -------------------------------------------------------11 $__________ $__________ -------------------------------------------------------12 $__________ $__________ -------------------------------------------------------13 $__________ $__________ -------------------------------------------------------14 $__________ $__________ -------------------------------------------------------15 $__________ $__________ -------------------------------------------------------16 $__________ $__________ -------------------------------------------------------17 $__________ $__________ -------------------------------------------------------18 $__________ $__________ -------------------------------------------------------19 $__________ $__________ -------------------------------------------------------20 $__________ $__________ --------------------------------------------------------

Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated _______, 2000, on the first day of each month during the term of this Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. Electricity and Other Utilities. In addition to the payments prescribed under Section 5.01 of this Lease, Lessee shall pay for its own telephone lines and service, electrical service (including electrical service to the Tower used by Lessee as measured by a separate electrical meter at Lessee's expense). Lessor shall pay for the electrical service to the Tower for the Tower lighting. AUTHORITY. Quiet Enjoyment. Lessor represents and warrants that it has the full power and authority to enter into this Lease, and covenants and agrees that Lessee, upon paying the rents described herein and observing and keeping the covenants, agreements, and stipulations of this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the

8

Leased Premises, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. PERMITS. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower and Transmitter Building except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. MAINTENANCE OF LEASED PREMISES AND LESSEE'S PROPERTY. During Term of Lease. 9 Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Towers or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain.

Leased Premises, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. PERMITS. Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower and Transmitter Building except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. MAINTENANCE OF LEASED PREMISES AND LESSEE'S PROPERTY. During Term of Lease. 9 Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Towers or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's

Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Towers or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Tower, the Transmitter Building and the Tower Site, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing the property and equipment of Lessee which Lessee has failed to properly maintain. 10 No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the event of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably

No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the event of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Tower (including any ascension of the Tower), in the Transmitter Building, or in or about the Tower Site, Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Site. Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease. 11 In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder.

In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. At Expiration or Termination. At the expiration or termination of this Lease, Lessee shall promptly surrender possession of the Leased Premises to Lessor in as good a condition as the same were received at the commencement of the term, reasonable wear and tear and damage by fire or other casualty beyond Lessee's reasonable control excepted. USE AND MAINTENANCE OF COMMON PREMISES. Use of Common Premises. Lessee, at its own risk, shall have the right to use in common with Lessor and its licensees, invitees, and other tenants, and in connection with Lessee's permissible activities and operations (a) any access road from any public highway to the Tower Site or to any building on the Tower Site; (b) any parking lot on the Tower Site; and (c) all common areas in the building (such items (a), (b) and (c) called collectively herein the "Common Premises"). 12

Maintenance of Common Premises. Lessor shall maintain the Common Premises and any fence around the Tower in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, marking and lighting of the Tower. Lessor shall maintain the Tower and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Tower or any building or structure constructed by Lessor on the Tower Site, any common areas, or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the shortest practical period of time (except for emergency situations), close entrance doors, common areas, drive-ways, rights-of-way, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m.. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be

Maintenance of Common Premises. Lessor shall maintain the Common Premises and any fence around the Tower in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, marking and lighting of the Tower. Lessor shall maintain the Tower and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Tower or any building or structure constructed by Lessor on the Tower Site, any common areas, or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the shortest practical period of time (except for emergency situations), close entrance doors, common areas, drive-ways, rights-of-way, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m.. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be grounds for termination of this Lease or the withholding of any rental payments or other payments or performances required to be paid or made by Lessee under the terms hereof, provided, Lessor shall use reasonable efforts to ensure that any action taken in accordance with this paragraph shall not adversely affect the rights of Lessee hereunder. Under no such circumstances shall Lessee be entitled to terminate this Lease nor shall it be entitled to compensation for any loss or damage it may sustain (including loss of use, loss of advertising/sponsorship revenues, and consequential damages) by reason of such changes or alterations. ALTERATIONS BY LESSEE. Alterations. 13 Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Tower, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of the Tower, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision

Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Tower, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of the Tower, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision shall be final and binding upon both parties. The cost of such study or any other costs reasonably incurred by Lessor in determining the feasibility of any proposed change or alteration in the type, location, or positioning of Lessee's Property shall be borne entirely by Lessee. INTERFERENCE. Preliminary Steps to Avoid Interference. Before Lessee shall make any new installation on the Leased Premises or on the Tower after the date hereof, notification of the particulars of such proposed installation shall be submitted to Lessor hereto and any other lessees or users of Tower space whose names and addresses are supplied to Lessee by Lessor in writing, and the Lessor and such other users will be requested to advise, in writing, the Lessee and Lessor, as applicable, within ten (10) days after receipt of such notification, whether they have any reasonable objections thereto on the grounds that objectionable interference may result; provided, this Section 11.01 shall not apply to any currently installed Lessee's Property or its replacement, maintenance or repair. If the Lessor or any other user shall reasonably object within this period to such plans and Lessee is unwilling to alter its plans to meet the objections, the dispute shall be submitted to an independent professional engineer chosen by Lessor, and such engineers decision shall be final and binding upon all parties. The cost of any such studies shall be borne by Lessee. Interference with Lessor, Lessee, or Others. Notwithstanding the provisions of Paragraph 11.01, should any change, after the date hereof, in the facilities or mode of operation of Lessee or Lessee's failure to comply with the Maintenance Standards, as defined in Paragraph 11.04, cause any objectionable electrical or physical interference (including interference from any other structure erected on the Tower Site) to the television and/or radio broadcasting and/or receiving operations of any other lessee, then, promptly after written notification of such interference, the Lessee, at its sole expense, will take such steps as may be reasonably required to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filters or other equipment, provided that, if such interference 14

is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed interference. If such interference is found not to be caused by such changed facilities or operations, the fees and charges of the engineer to whom the dispute is referred shall be borne by the objecting party. All other leases and/or agreements to lease space at the Tower

is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed interference. If such interference is found not to be caused by such changed facilities or operations, the fees and charges of the engineer to whom the dispute is referred shall be borne by the objecting party. All other leases and/or agreements to lease space at the Tower Site shall contain this language. Interference by Other User. Any subsequent agreement under which Lessor allows any other person to occupy any portion of the Tower, Tower Site or any building shall provide that, should the installation, operation, or maintenance of the equipment or the activities of such other person cause any objectionable interference with the operations of Lessor or Lessee, then, promptly after written notification of such, such other tenant or user, at its sole expense, will take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment, provided that if such interference is caused by the failure of any other lessee to comply with the Maintenance Standards, as defined in Paragraph 11.04, such other lessee will, at its sole expense, comply with such Maintenance Standards. To the best of its ability, Lessor shall not permit any operations by other tenants, the effect of which would be to prohibit Lessee from operating in the manner contemplated herein, without the prior written consent of Lessee. Lessor shall have no liability for any action or omission taken upon reasonable reliance on the recommendation of qualified engineering personnel. Lessor agrees that it will take commercially reasonable efforts to ensure that the installation, operation or maintenance of its equipment which is installed after the commencement date of this Lease on, in or around the Tower, Tower Site [or the Transmitter Building] shall not cause any objectionable interference with the operations of Lessee. Immediately upon notification of such interference by Lessee, Lessor shall at its sole expense take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment. Definition of "Maintenance Standards". For the purposes of this Lease, compliance with "Maintenance Standards" shall mean that a tenant or user of the Tower shall (a) maintain and operate its equipment in accordance with the requirements, rules, regulations, and guidelines of the FCC, and the standards of manufacturers of the equipment; and (b) maintain and operate its equipment in accordance with good engineering practice. UTILITIES. Utilities. Subject to the required approvals and cooperation of any governmental authority or public utilities, Lessee shall arrange and be responsible for the installation and provision of 15

electrical and telephone lines serving Lessee's Property at any building on the Tower Site owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. TAXES. Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Leased Premises. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement] Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes. INSURANCE.

electrical and telephone lines serving Lessee's Property at any building on the Tower Site owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. TAXES. Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Leased Premises. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement] Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes. INSURANCE. Public Liability. Lessee shall procure and maintain comprehensive public liability insurance, naming Lessor as an additional insured as its interests shall appear, covering all of the Lessee's operations and activities on the Leased Premises, including but not limited to, the operations of contractors and subcontractors and the operation of vehicles and equipment (including any elevators in the Tower), with limits of liability for the term of this Lease of not less than Five Million Dollars ($5,000,000.00) in the aggregate for personal injury or death in any occurrence and not less than Five Million Dollars ($5,000,000.00) to cover property damage, with a liability umbrella of not less than One Million Dollars ($1,000,000.00). Certificates evidencing such insurance shall be furnished to Lessor upon its request. The amounts specified hereunder shall be revised every five (5) years to such amounts as Lessor may reasonably require upon the advice of its insurance consultants. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Contractor Liability. Lessee shall also cause the contractors erecting, installing, or maintaining Lessee's Property or performing any other work for Lessee on the Tower Site to procure reasonable public liability insurance acceptable to Lessor and naming the Lessee and Lessor as named insureds. Certificates evidencing such insurance shall be furnished to Lessor in advance of any work being performed. Insurance on the Tower [and Transmitter Building.] Lessee shall procure and maintain physical damage insurance on the Tower and any building on the Tower Site used or leased by Lessee pursuant to this Lease in an amount sufficient to repair or replace the Tower and any such building with such coverage to be on an "All Risks" basis, including, without limitation, coverage for the perils of fire, lightning, windstorm, hall, flood, earthquake, collapse, explosion, aircraft and vehicle damage, vandalism, and malicious mischief. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. 16

Tower [and/or Transmitter Building Damage.] In the event that the Tower or the Transmitter Building are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower [and/or the Transmitter Building] to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower and/or Transmitter Building as required of Lessor under this Section 14.04. If the Tower or the Transmitter Building are in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee an alternative tower or transmitter building if available, during such reconstruction/repair period. If such towers or space in another transmitter building on the Tower Site is not available, then Lessee shall be responsible for procuring its own alternative towers. No monetary or other rental

Tower [and/or Transmitter Building Damage.] In the event that the Tower or the Transmitter Building are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower [and/or the Transmitter Building] to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower and/or Transmitter Building as required of Lessor under this Section 14.04. If the Tower or the Transmitter Building are in need of such repair or is so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee an alternative tower or transmitter building if available, during such reconstruction/repair period. If such towers or space in another transmitter building on the Tower Site is not available, then Lessee shall be responsible for procuring its own alternative towers. No monetary or other rental shall be due pursuant to the terms of this Lease for such time as Lessee is unable to conduct its broadcasting activities on the Tower without significant diminution of signal quality as a result of such total or partial destruction or damage or need of repair, and Lessor shall refund to Lessee any rent paid in advance for such time. Should Lessor not either (a) inform Lessee in writing within ninety (90) days of the date of destruction of Lessor's intent to replace the Tower and/or Transmitter Building or (b) replace the Tower [and/or Transmitter Building] within one (1) year if Lessor has provided the notice described in clause (a) above, of the date of destruction, or repair the same within such shorter time period after the casualty as may be reasonable, then Lessee, upon thirty (30) days' written notice to Lessor, may terminate this Lease, provided if Lessor has provided the notice described in clause (a) above, Lessee must make such election within one hundred twenty (120) days prior to the expiration of said repair or replacement period. Lessee agrees that it shall maintain adequate business interruption insurance at all times during the term of this Lease to adequately protect it from any interruption of signal activities due to damage to the Tower (including costs of reinstallation of its equipment and lines), and Lessor shall have no liability on account of such business interruption or reinstallation costs due to damage or destruction under this paragraph. 17

EMINENT DOMAIN. In the event that the Tower Site (or any portion of the Tower Site necessary for the Tower, Transmitter Building, guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower as a replacement for the Tower and/or the Transmitter Building on the condemned property, Lessor agrees to lease to Lessee the new tower and/or transmitter building on terms reasonably equivalent to the terms of this Lease. In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. SUCCESSORS AND ASSIGNMENT. Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to the extent that such are assignable, extend to and bind the several and respective successors and assigns of the

EMINENT DOMAIN. In the event that the Tower Site (or any portion of the Tower Site necessary for the Tower, Transmitter Building, guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower as a replacement for the Tower and/or the Transmitter Building on the condemned property, Lessor agrees to lease to Lessee the new tower and/or transmitter building on terms reasonably equivalent to the terms of this Lease. In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. SUCCESSORS AND ASSIGNMENT. Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to the extent that such are assignable, extend to and bind the several and respective successors and assigns of the parties hereto. Assignment. Lessee shall not assign, sublet, or transfer this Lease or any interest therein, or permit or allow through any act or default of itself, or of any other person, any transfer thereof by operations of law or otherwise without the prior written consent of Lessor except: 18 Lessee may assign this Lease to any bona fide third party purchaser of substantially all the assets comprising of Lessee's radio station broadcasting from the Tower Site, who shall execute an assignment and assumption agreement in form reasonably acceptable to Lessor; and Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. RIGHT TO REMOVE LESSEE'S PROPERTY IN EVENT OF TERMINATION. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment

Lessee may assign this Lease to any bona fide third party purchaser of substantially all the assets comprising of Lessee's radio station broadcasting from the Tower Site, who shall execute an assignment and assumption agreement in form reasonably acceptable to Lessor; and Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. RIGHT TO REMOVE LESSEE'S PROPERTY IN EVENT OF TERMINATION. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment shall not be deemed fixtures) on the Leased Premises within thirty (30) days of such termination. Such removal shall be conducted in accordance with Paragraph 8.01 hereof Lessee shall promptly repair any and all damage caused by such removal. Any of Lessee's Property remaining on the Leased Premises after the expiration of the thirty (30) day period shall be deemed to be the property of Lessor, which Lessor may have removed at Lessee's expense. 19

LESSOR'S PROTECTION. Default by Lessee. If Lessee shall make default in making any payment herein provided for and any such default shall continue for a period of ten (10) business days after written notice to Lessee, or if Lessee shall make default in the performance of any obligation of Lessee herein (other than as to payment of money) and any such default shall continue for a period of thirty (30) days after written notice to Lessee, or if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall file any petition or institute any proceedings under any Insolvency or Bankruptcy Act or any amendment thereto hereafter made, seeking to effect its reorganization or a composition with its creditors, or if, in any proceedings based on the insolvency of Lessee or relating to bankruptcy proceedings, a receiver or trustee shall be appointed for Lessee or the Leased Premises, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time thereafter, reenter the Leased Premises by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby

LESSOR'S PROTECTION. Default by Lessee. If Lessee shall make default in making any payment herein provided for and any such default shall continue for a period of ten (10) business days after written notice to Lessee, or if Lessee shall make default in the performance of any obligation of Lessee herein (other than as to payment of money) and any such default shall continue for a period of thirty (30) days after written notice to Lessee, or if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall file any petition or institute any proceedings under any Insolvency or Bankruptcy Act or any amendment thereto hereafter made, seeking to effect its reorganization or a composition with its creditors, or if, in any proceedings based on the insolvency of Lessee or relating to bankruptcy proceedings, a receiver or trustee shall be appointed for Lessee or the Leased Premises, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time thereafter, reenter the Leased Premises by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter said Leased Premises. Lessor may, in addition to any other remedy provided by law or permitted herein, at its option, relet the Leased Premises (or any part thereof) on behalf of Lessee, applying any monies collected first to the payment of expenses of resuming or obtaining possession, and, second, to the payment of the costs of placing the premises in rentable condition, including any leasing commission, and, third, to the payment of rent due hereunder, and any other damages due to the Lessor. Any surplus remaining thereafter shall be paid to Lessee, and Lessee shall remain liable for any deficiency in rental, the amount of which deficiency shall be paid upon demand therefor to Lessor. Should Lessor re-enter and terminate according to the provisions of this subparagraph, Lessor may remove and store the Lessee's Property at the expense and for the account of Lessee. Alternatively, Lessor may sell, or cause to be sold, Lessee's Property at public sale to the highest bidder for cash, and remove from the proceeds of such sale any rent or other payment then due Lessor under this Lease. Any disposition of the Lessee's Property pursuant thereto shall be subject to the rights of any lender to Lessee holding a mortgage on Lessee's Property and shall be made in a manner that is commercially reasonable within the meaning of the Uniform Commercial Code as in effect in the State of Georgia at the time of such disposition. INDEMNIFICATION. 20 Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of

Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessee, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessee's failure to maintain equipment in proper working order; and (f) out of Lessee's failure to comply with any of its other obligations under the terms of this Lease. (b) Lessor agrees to indemnify and defend Lessee against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessor of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessor, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessor, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessor to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessor's failure to maintain equipment in proper working order; and (f) out of Lessor's failure to comply with any of its other obligations under the terms of this Lease. Any party seeking indemnification hereunder ("Indemnified Party") shall provide the other party ("Indemnifying Party") reasonably prompt notice of known claims giving rise to any claim for indemnity, and the Indemnifying Party shall have the right and opportunity to undertake the legal defense of such claims. The Indemnified Party and its counsel may nevertheless participate in (but not control) such proceedings, negotiations, or defense at its own expense. In all such cases, the Indemnified Party will give all reasonable assistance to the Indemnifying Party, including making the Indemnified Party's employees and documents available as reasonably requested without charge. ESTOPPEL CERTIFICATE AND ATTORNMENT. Estoppel Certificate. Within ten (10) days after either party's request, the other party shall deliver, executed in recordable form, a declaration to any person designated by the requesting party (a) ratifying this Lease; (b) stating the commencement and termination dates; and (c) certifying (i) that this Lease is in full force and effect, and has not been assigned, modified, supplemented, or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to be performed have been satisfied (stating exceptions, if any); (iii) that no defenses or offsets against the enforcement of this Lease by the requesting party exist (or stating those claimed); (iv) advance rent, if any, paid by Lessee; (v) the date to which rent has been paid; (vi) the amount of security deposited with Lessor (if hereafter applicable for any reason); and (vii) such other information as the requesting party reasonably requires. Persons receiving such statements shall be entitled to rely upon them. 21

Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Leased Premises, or, if any of the Leased Premises or any building thereon comes into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such

Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Leased Premises, or, if any of the Leased Premises or any building thereon comes into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such provisions as such mortgagee, Trustee, or other person reasonably requires, provided, however, that such attornment shall not modify the terms of this Lease. Failure to Execute Instruments. Either party's failure, without good and reasonable cause, to execute instruments or certificates provided for in this Paragraph 20, within fifteen (15) days after the receipt by such party of a written request, shall be a default under his Lease. MISCELLANEOUS. Relationship of Parties. Nothing contained herein and no acts of the parties herein shall be deemed or construed as creating any relationship between the parties hereto other than the relationship of Lessor and Lessee or Landlord and Tenant. Governing Law. This Lease shall be governed and construed and enforced in accordance with the laws of the State of Georgia. Captions. The captions contained in this Lease are included solely for convenience and shall in no event affect or be used in connection with the interpretation of this Lease. Amendments. This Lease only may be amended or modified as may be agreed upon by written instrument executed by the parties hereto. Interest and Attorney's Fees. All sums becoming due or payable under this Lease, including all money expended pursuant to the provisions hereof or on account of any default in the performance and observance of any agreements or covenants herein, shall bear interest at the rate of eight and one-half percent (8.5%) per annum (or at such lesser rate which is the maximum permitted by applicable law) from thirty (30) days after the date such sums become due or payable, or, in the event one of the parties expends money because of a default by the other, from thirty (30) days after the date the defaulting party received written notice that such money was expended. The prevailing party shall be entitled to its reasonable attorney's fees to collect any payment or to compel any performance ultimately held to be due under the provisions of this Lease. Brokers and Third Parties. Each party represents that it has not had dealings with any real estate broker or other person who may claim a commission or finder's fee with respect to this Lease in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the Indemnified Party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. 22

Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Lessor: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200

Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Lessor: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: 941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to:
Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Ave., N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 If to the Lessee: Beasley FM Acquisition Corp. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley Chief Executive Officer Phone: (941) 263-5000

Fax: (941) 434-8950 Waiver. It is agreed that the waiving of any of the covenants of this Lease by either party shall be limited to the particular instance, and shall not be deemed to waive any other breaches of such covenant or any provision herein contained. Accord and Satisfaction. No receipt of money by Lessor after the termination of this Lease or after the service of any notice or after the commencement of any suit reinstates, continues, or extends the term of this Lease or affects any such notice or suit. Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or 23

damage caused by the acts or omissions of any other tenants or any other users of the Tower, Transmitter Building, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower, Transmitter Building, and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages

damage caused by the acts or omissions of any other tenants or any other users of the Tower, Transmitter Building, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower, Transmitter Building, and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages sustained by Lessee. Partial Invalidity. The invalidity of any provision, clause, or phrase contained in this Lease shall not serve to render the balance of this Lease ineffective or void; and the same shall be construed as if such had not been herein set forth. Documentary Stamps. Lessee shall bear the cost of any documentary stamps occasioned by this Lease should it wish to record this Lease. Rules and Regulations. Lessor may from time to time issue such rules and regulations in writing which it may consider necessary and desirable. Lessee agrees to abide by such rules and regulations so long as they do not unreasonably interfere with Lessee's use and occupancy of the Leased Premises or conflict with this Lease. Force Majeure. Lessor assumes no responsibility for any losses or damages to Lessee's Property caused by acts of God, including, but not limited to, wind, lightning, rain, ice, earthquake, floods, or rising water, or by aircraft or vehicle damage. Lessor furthermore assumes no responsibility for losses or damages to Lessee's Property caused by any person other than employees and agents of Lessor. In the event that Lessor shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of acts of God (including, but not limited to, wind, lightning, rain, ice, earthquake, flood, or rising water), aircraft or vehicle damage or other casualty, unforeseen soil conditions, acts of third parties who are not employees of Lessor, strikes, lock-outs, labor troubles, inability to procure material, failure of power, governmental actions, laws or regulations, riots, insurrection, war, or other reasons beyond its control, then the performance of such act shall be excused for the period of delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay. Entire Agreement. This Lease, together with its Exhibits, constitutes and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous offers, negotiations, and agreements (whether oral or written) between the parties (or any of their related entities) concerning the subject matter of this Lease. 24

Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. The Lease may also be executed in duplicate editions, each of which shall be effective as an original. 25

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ By: _____________________________(SEAL)

Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. The Lease may also be executed in duplicate editions, each of which shall be effective as an original. 25

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ Witness By: _____________________________(SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY FM ACQUISITION CORP.
_________________________ Witness By: _____________________________(SEAL) Name: George G. Beasley Title: Chief Executive Officer

26 EXHIBIT A DESCRIPTION OF TOWERS WWWE-AM One (1) two hundred seventy five (275) foot Utility Gas Uniform cross-section series excited guyed triangular communication tower used in the operation of WWWE-AM situated on that certain tract of land more particularly described on Exhibit B herein. 27 EXHIBIT B DESCRIPTION OF TOWER SITE WWWE-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] 28 EXHIBIT C [TRANSMITTER BUILDING DIAGRAM OR DESCRIPTION]

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ Witness By: _____________________________(SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY FM ACQUISITION CORP.
_________________________ Witness By: _____________________________(SEAL) Name: George G. Beasley Title: Chief Executive Officer

26 EXHIBIT A DESCRIPTION OF TOWERS WWWE-AM One (1) two hundred seventy five (275) foot Utility Gas Uniform cross-section series excited guyed triangular communication tower used in the operation of WWWE-AM situated on that certain tract of land more particularly described on Exhibit B herein. 27 EXHIBIT B DESCRIPTION OF TOWER SITE WWWE-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] 28 EXHIBIT C [TRANSMITTER BUILDING DIAGRAM OR DESCRIPTION] 29 LEASE AGREEMENT (O&O - WAEC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee").

EXHIBIT A DESCRIPTION OF TOWERS WWWE-AM One (1) two hundred seventy five (275) foot Utility Gas Uniform cross-section series excited guyed triangular communication tower used in the operation of WWWE-AM situated on that certain tract of land more particularly described on Exhibit B herein. 27 EXHIBIT B DESCRIPTION OF TOWER SITE WWWE-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] 28 EXHIBIT C [TRANSMITTER BUILDING DIAGRAM OR DESCRIPTION] 29 LEASE AGREEMENT (O&O - WAEC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns one (1) communications tower described on Exhibit A attached hereto (the "Tower"), together with other improvements on a certain tract of real estate located in Atlanta, Georgia and described on Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant easements or improvements on such land, including, without limitation, any buildings or other structures); WHEREAS, Lessor desires to lease the Tower Site and the Tower for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: 20. LEASE COMMENCEMENT. 20.01 Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. 20.02 Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference.

EXHIBIT B DESCRIPTION OF TOWER SITE WWWE-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION] 28 EXHIBIT C [TRANSMITTER BUILDING DIAGRAM OR DESCRIPTION] 29 LEASE AGREEMENT (O&O - WAEC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns one (1) communications tower described on Exhibit A attached hereto (the "Tower"), together with other improvements on a certain tract of real estate located in Atlanta, Georgia and described on Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant easements or improvements on such land, including, without limitation, any buildings or other structures); WHEREAS, Lessor desires to lease the Tower Site and the Tower for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: 20. LEASE COMMENCEMENT. 20.01 Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. 20.02 Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. 21. DESCRIPTION OF THE LEASEHOLD. 21.01 Leased Premises. Lessor hereby leases to Lessee, and Lessee leases from Lessor, with a right of access thereto and parking therefor in accordance with Section 9: 30 (a) The Tower for the purpose of the broadcast transmission of WAEC-AM, Atlanta, Georgia; (b) Space in the transmitter building on the Tower Site, as such space is more fully described in Exhibit C hereto (the "Transmitter

EXHIBIT C [TRANSMITTER BUILDING DIAGRAM OR DESCRIPTION] 29 LEASE AGREEMENT (O&O - WAEC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns one (1) communications tower described on Exhibit A attached hereto (the "Tower"), together with other improvements on a certain tract of real estate located in Atlanta, Georgia and described on Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant easements or improvements on such land, including, without limitation, any buildings or other structures); WHEREAS, Lessor desires to lease the Tower Site and the Tower for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: 20. LEASE COMMENCEMENT. 20.01 Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. 20.02 Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. 21. DESCRIPTION OF THE LEASEHOLD. 21.01 Leased Premises. Lessor hereby leases to Lessee, and Lessee leases from Lessor, with a right of access thereto and parking therefor in accordance with Section 9: 30 (a) The Tower for the purpose of the broadcast transmission of WAEC-AM, Atlanta, Georgia; (b) Space in the transmitter building on the Tower Site, as such space is more fully described in Exhibit C hereto (the "Transmitter Building"), for the purposes of the housing, operation and maintenance of Lessee's transmitter and related equipment by Lessee in the Transmitter Building for the aforementioned purposes immediately prior to the effective date of this Lease (such space "Lessee's Building Space"); and (c) The Tower Site. (d) All of the property leased under this Paragraph 2.01 shall hereinafter be called the "Leased Premises".
21.02 Ownership of Property; Access.

LEASE AGREEMENT (O&O - WAEC-AM) THIS LEASE AGREEMENT ("Lease"), made this ____ day of December, 2000 by and between BEASLEY FAMILY TOWERS, INC., a Delaware corporation ("Lessor"), and BEASLEY FM ACQUISITION CORP., a Delaware corporation ("Lessee"). WITNESSETH: WHEREAS, Lessor owns one (1) communications tower described on Exhibit A attached hereto (the "Tower"), together with other improvements on a certain tract of real estate located in Atlanta, Georgia and described on Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall also include any appurtenant easements or improvements on such land, including, without limitation, any buildings or other structures); WHEREAS, Lessor desires to lease the Tower Site and the Tower for the purpose of Lessee's radio broadcast transmission activities; and WHEREAS, Lessee wishes to lease such Tower Site and Tower from Lessor. NOW, THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein contained, the parties hereto agree as follows: 20. LEASE COMMENCEMENT. 20.01 Commencement of Term. The term of this Lease and the payment of rent and other performances in accordance with the terms of this Lease shall commence on the date hereof. 20.02 Exhibits. All Exhibits referred to in this Lease are incorporated herein by reference. 21. DESCRIPTION OF THE LEASEHOLD. 21.01 Leased Premises. Lessor hereby leases to Lessee, and Lessee leases from Lessor, with a right of access thereto and parking therefor in accordance with Section 9: 30 (a) The Tower for the purpose of the broadcast transmission of WAEC-AM, Atlanta, Georgia; (b) Space in the transmitter building on the Tower Site, as such space is more fully described in Exhibit C hereto (the "Transmitter Building"), for the purposes of the housing, operation and maintenance of Lessee's transmitter and related equipment by Lessee in the Transmitter Building for the aforementioned purposes immediately prior to the effective date of this Lease (such space "Lessee's Building Space"); and (c) The Tower Site. (d) All of the property leased under this Paragraph 2.01 shall hereinafter be called the "Leased Premises".
21.02 Ownership of Property; Access. (a) Except for "Lessee's Property" (as defined below), all ------------------------------------------------------

tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Leased Premises after the

(a) The Tower for the purpose of the broadcast transmission of WAEC-AM, Atlanta, Georgia; (b) Space in the transmitter building on the Tower Site, as such space is more fully described in Exhibit C hereto (the "Transmitter Building"), for the purposes of the housing, operation and maintenance of Lessee's transmitter and related equipment by Lessee in the Transmitter Building for the aforementioned purposes immediately prior to the effective date of this Lease (such space "Lessee's Building Space"); and (c) The Tower Site. (d) All of the property leased under this Paragraph 2.01 shall hereinafter be called the "Leased Premises".
21.02 Ownership of Property; Access. (a) Except for "Lessee's Property" (as defined below), all ------------------------------------------------------

tenant improvements including all fixtures and trade fixtures shall become the property of the Lessor, and shall remain with the Leased Premises after the Lessee vacates same. (b) The Lessee's antenna, transmission line, and other equipment, together with any replacements thereof and modifications and additions thereto, which are permitted hereunder, shall be and remain Lessee's Property, and are hereinafter referred to as "Lessee's Property". Lessee will be solely responsible for the maintenance of Lessee's Property, including all expenses associated with such repair. (c) Lessee shall have reasonable right of access to the Leased Premises at all times in emergency situations and whenever reasonably necessary for equipment maintenance and repair. Lessee shall also have reasonable rights of access at any time to the Leased Premises for ingress, egress, utilities, the locating and usage of cabling and related equipment, operations, maintenance, repair or remodeling, or other engineering purposes. 22. PERMITTED USES. 22.01 By Lessee. 31 (a) Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Leased Premises may be used only for activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations. (b) Except as expressly permitted by this Lease and unless prior written approval of Lessor has been given, Lessee shall not construct or make any improvements or install any equipment on the Tower. Lessee may repair and maintain equipment as it reasonably deems necessary to its operations within Lessee's Building Space in all respects in compliance with the terms hereof. Lessee shall maintain the Leased Premises, Lessee's interior and exterior equipment, and all other improvements in an orderly and professional manner.

(a) Subject to all appropriate government approvals, including the Federal Communications Commission ("FCC"), the Leased Premises may be used only for activities related to the operation of radio broadcast stations. Such operations, shall be conducted in accordance with the standards imposed by the FCC and any other governmental body with authority over such transmission and operations. (b) Except as expressly permitted by this Lease and unless prior written approval of Lessor has been given, Lessee shall not construct or make any improvements or install any equipment on the Tower. Lessee may repair and maintain equipment as it reasonably deems necessary to its operations within Lessee's Building Space in all respects in compliance with the terms hereof. Lessee shall maintain the Leased Premises, Lessee's interior and exterior equipment, and all other improvements in an orderly and professional manner.
22.02 By Lessor. (a) Subject to the rights elsewhere granted to Lessee in ----------------------------------------------------

this Lease and with prior notice to Lessee and no loss of service or interruption (beyond a temporary, non-recurring and de minimis amount), Lessor reserves the right to use the Tower, at its own expense, as it sees fit and to fasten additional equipment to the Tower for any purpose, including the right to install transmitting and/or receiving antennas of others; provided that Lessor shall use reasonable efforts to restrict any loss of Lessee's service or interruption pursuant to this Section 3.02(a) to the hours of 1:00 a.m. to 5:00 a.m. (b) Subject to the rights elsewhere granted to Lessee in this Lease, Lessor shall have the right to use for itself or lease to others the remainder of the Tower Site or use of any of the improvements thereon, space in any building constructed by Lessor for any purpose, including, but not limited to, any kind of broadcasting or communication, simultaneous transmissions on AM, FM, SSB, VBIF, UHF, and/or microwave frequencies, and all rental revenues received therefrom shall belong exclusively to Lessor. Prior to permitting the fastening of a material amount of additional equipment, Lessor shall cause a structural analysis of the Tower to be conducted by a reputable mechanical consultant chosen by Lessor in order to ensure that any such additions conform to recognized engineering standards. (c) Except as expressly provided for herein, Lessor shall have no liability for any action or omission taken in exercise of its rights hereunder upon reasonable reliance on recommendation of its engineering personnel. (d) Subject to the terms of this Lease, Lessor also reserves the right to erect one (1) or more additional towers on the Tower Site. 23. TERM. 23.01 Term. This Lease shall have a term of twenty (20) years from the Commencement Date established in Paragraph 1.01 hereof. 32

24. RENT.

24. RENT. 24.01 Rental. Lessee shall pay rent for each consecutive twelve-month period beginning on the Commencement Date (each a "Lease Year") during the term of this Lease. Such rental payment shall be payable in equal and successive monthly installments in advance beginning with the Commencement Date and continuing thereafter on the first day of each month during the term of this Lease, such rental payments to be made to the following schedule: 33
-------------------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -------------------------------------------------------------1 $__________ $__________ -------------------------------------------------------------2 $__________ $__________ -------------------------------------------------------------3 $__________ $__________ -------------------------------------------------------------4 $__________ $__________ -------------------------------------------------------------5 $__________ $__________ -------------------------------------------------------------6 $__________ $__________ -------------------------------------------------------------7 $__________ $__________ -------------------------------------------------------------8 $__________ $__________ -------------------------------------------------------------9 $__________ $__________ -------------------------------------------------------------10 $__________ $__________ -------------------------------------------------------------11 $__________ $__________ -------------------------------------------------------------12 $__________ $__________ -------------------------------------------------------------13 $__________ $__________ -------------------------------------------------------------14 $__________ $__________ -------------------------------------------------------------15 $__________ $__________ -------------------------------------------------------------16 $__________ $__________ -------------------------------------------------------------17 $__________ $__________ -------------------------------------------------------------18 $__________ $__________ -------------------------------------------------------------19 $__________ $__________ -------------------------------------------------------------20 $__________ $__________ --------------------------------------------------------------

24.02 Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated _______, 2000, on the first day of each month during the term of this Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective.

-------------------------------------------------------------Lease Year Rent Per Lease Year Monthly Rent -------------------------------------------------------------1 $__________ $__________ -------------------------------------------------------------2 $__________ $__________ -------------------------------------------------------------3 $__________ $__________ -------------------------------------------------------------4 $__________ $__________ -------------------------------------------------------------5 $__________ $__________ -------------------------------------------------------------6 $__________ $__________ -------------------------------------------------------------7 $__________ $__________ -------------------------------------------------------------8 $__________ $__________ -------------------------------------------------------------9 $__________ $__________ -------------------------------------------------------------10 $__________ $__________ -------------------------------------------------------------11 $__________ $__________ -------------------------------------------------------------12 $__________ $__________ -------------------------------------------------------------13 $__________ $__________ -------------------------------------------------------------14 $__________ $__________ -------------------------------------------------------------15 $__________ $__________ -------------------------------------------------------------16 $__________ $__________ -------------------------------------------------------------17 $__________ $__________ -------------------------------------------------------------18 $__________ $__________ -------------------------------------------------------------19 $__________ $__________ -------------------------------------------------------------20 $__________ $__________ --------------------------------------------------------------

24.02 Payment of Rentals. Rentals to be paid hereunder shall be paid monthly in lawful money of the United States of America and shall be paid in advance on the first day of each month during the term of this Lease by crediting the payment owed to Lessee by Lessor under that certain Promissory Note made by Lessor in favor of Lessee dated _______, 2000, on the first day of each month during the term of this Lease. In the event of prepayment of the Promissory Note by Lessor or other action resulting in amounts equal to any monthly rental payment not being concurrently due from Lessor under the Promissory Note, then Lessee shall pay the monthly rental amount in advance on the first day of the month in question by mailing payment to the Lessor c/o Beasley Family Towers, Inc., 3303 Riviera Drive, Suite 200, Naples, FL 34103, Attn: Ms. B. Caroline Beasley, or to such other person or address as Lessor may in writing direct. The payment of the monthly rental for the first month of the term of this Lease shall be prorated based on the number of days remaining in such month, including the first day on which this Lease become effective. 24.03 Electricity and Other Utilities. In addition to the payments prescribed under Section 5.01 of this Lease, Lessee shall pay for its own telephone lines and service, electrical service (including electrical service to the Tower used by Lessee as measured by a separate electrical meter at Lessee's expense). Lessor shall pay for the electrical service to the Tower for the Tower lighting. 25. AUTHORITY. 25.01 Quiet Enjoyment. Lessor represents and warrants that it has the full power and authority to enter into this Lease, and covenants and agrees that Lessee, upon paying the rents described herein and observing and keeping the covenants, agreements, and stipulations

34

of this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the Leased Premises, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. 25.02 Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. 26. PERMITS. 26.01 Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower and Transmitter Building except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. 27. MAINTENANCE OF LEASED PREMISES AND LESSEE'S PROPERTY. 27.01 During Term of Lease. 35 (a) Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. (b) Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Tower or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain.

of this Lease on Lessee's part to be observed and kept, shall lawfully, peaceably, and quietly hold, occupy, and enjoy the Leased Premises, and all other rights and privileges granted herein, without hindrance, eviction, or molestation by Lessor or any party claiming by or through Lessor. 25.02 Lessee's Approval. Lessee represents and warrants that it has the full power and authority to enter into and perform this Lease. Any and all necessary corporate resolutions, encumbrance certificates, etc., shall be supplied by Lessee upon the request of Lessor. 26. PERMITS. 26.01 Permits. Lessor shall obtain all necessary licenses or permits in connection with the Tower and Transmitter Building except that Lessee shall obtain, at its own expense, any and all necessary licenses or permits from such governmental authorities as shall have jurisdiction in connection with the (b) the operations, installation, repair, alteration, or replacement of Lessee's equipment (including, without limitation, Lessee's antenna and transmission and/or receiving equipment); or (c) with any of Lessee's activities thereon or contemplated by this Lease. At Lessor's request, Lessee shall furnish Lessor with copies of same, and shall abide by the terms and provisions of such licenses and permits. 27. MAINTENANCE OF LEASED PREMISES AND LESSEE'S PROPERTY. 27.01 During Term of Lease. 35 (a) Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. (b) Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Tower or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. (c) With respect to the non-emergency repairs which Lessor, in its

(a) Lessee, at its own cost and expense, shall maintain and repair Lessee's Property, including specifically its antenna, related equipment, transmission lines, transmitters, and other equipment. Lessor shall perform the same tasks with respect to the Tower and Transmitter Building. All such maintenance shall be conducted by the parties in accordance with good engineering standards and in conformity with the requirements of the FCC or any other body having jurisdiction over the Lessee and its property, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969 pertaining to electromagnetic or radio frequency radiation. Each of Lessor and Lessee shall take all reasonable precautions to avoid interference or hindrance to and with the operations of the other party hereto. In this regard, each party hereto agrees to eliminate, without cost to the other party hereto, any interference or hindrance to such other party's operation. Maintenance and repair of Lessee's Property shall be performed only by a reputable contractor and in accordance with the provisions of subsections (d), (e), and (f) hereof. (b) Lessor retains the right to inspect Lessee's Property during normal business hours upon reasonable notice to Lessee, except that, in the event of an emergency, as determined by Lessor, Lessor may enter at any time, giving notice of such emergency to Lessee as soon as is practical. In the event that Lessor reasonably determines that Lessee has not maintained Lessee's Property and equipment in good order and repair according to industry standards, and that such repairs are necessary for the safety of the Tower, the Transmitter Building, and the Tower Site, or the prevention of interference with Lessor or any other user of the Tower or any other broadcaster, Lessor may, at its option, make such emergency repairs to the Leased Premises as it deems reasonably necessary, and any amount expended by Lessor therefor shall be reimbursed to it by Lessee immediately upon presentation of a statement and shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing any of Lessee's Property which Lessee has failed to properly maintain. (c) With respect to the non-emergency repairs which Lessor, in its reasonable discretion, determines that Lessee should make to maintain Lessee's Property and equipment in good order, and that such repairs are necessary for the safety of the Tower, the Transmitter Building and the Tower Site, or the prevention of interference with Lessor, in violation of the terms of this Agreement, Lessor shall so notify Lessee in writing, specifying the maintenance and repairs required to be performed by Lessee. In the event that, within ten (10) business days following such written notice (or such longer period as may be reasonably necessary taking into account all facts and circumstances), Lessee shall not have performed such maintenance and repairs, Lessor may, at its sole option, make such repairs as it deems reasonably necessary, and any amount expended by Lessor therefor shall be deemed additional rent. Lessor shall not be liable for inconvenience, disturbance, loss of business, or other damage to Lessee by reason of repairing the property and equipment of Lessee which Lessee has failed to properly maintain. 36 (d) No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to

(d) No work (including electrical work), except for emergency repairs that Lessee shall perform to return to, or maintain the station on air in the of a failure, will be performed by the Lessee in connection with the installation, alteration, maintenance, repair, or removal of any of Lessee's transmission lines, antenna, and other equipment on the Tower unless the Lessee submits to Lessor a copy of the proposed contract and also detailed plans and specifications of the work to be done, and both the contract and the plans and specifications have been approved in writing by Lessor not to be unreasonably withheld, delayed or conditioned. Lessee, upon demand therefor by Lessor, agrees to pay Lessor as additional rent all amounts reasonably expended by Lessor in connection with review of any such contract, plans, and specifications. (e) With respect to any work to be performed by or on behalf of Lessee in connection with the installation, alteration, maintenance, repair, or removal of any equipment on the Tower (including any ascension of the Tower), in the Transmitter Building, or in or about the Tower Site, Lessee may only employ a contractor who has been approved in writing and in advance by Lessor. Lessor agrees that it will not unreasonably withhold its approval of any contractor who has the requisite experience and industry standard insurance coverage and who will, at the sole option of Lessor, provide a bond to cover any work which it has been retained to perform. Lessor agrees to consult on call in any emergency situation and immediately give its approval or disapproval. (f) All work by or on behalf of the Lessee or Lessor shall be carried out (i) in a good and workmanlike manner; (ii) in accordance with established engineering standards and public ordinances, rules, and regulations applicable to such work, including, without limitation, any rules, regulations, or guidelines of the FCC implementing the National Environmental Policy Act of 1969, pertaining to electromagnetic or radio frequency radiation; (iii) in accordance with plans and specifications, including mechanical and electrical drawings, which have been submitted to and approved in writing and in advance by Lessor; and (iv) in accordance with Lessor's security procedures with respect to protection of the Tower Site. (g) Notwithstanding the receipt of the approvals by Lessor as required in this paragraph, Lessee shall not be relieved of its responsibilities and liabilities for interference or otherwise as herein provided, nor shall said approval be deemed a waiver of any other rights of Lessor under this Lease. 37 (h) In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be

(h) In the event that any notice of lien or lien shall be filed against any part of the Tower Site for work claimed to have been done or materials claimed to have been furnished to Lessee, the same shall be dismissed, withdrawn, discharged or bonded (to Lessor's reasonable satisfaction) by Lessee within thirty (30) days thereafter at Lessee's expense; and if Lessee shall fail to take such action as shall cause such lien to be discharged within thirty (30) days, Lessor may, at its option, discharge the same by deposit or by bonding proceedings. Lessor may require the lienor to prosecute the appropriate action to enforce the lienor's claim. In such case, Lessor shall give immediate notice to Lessee of such pending action or proceeding so that Lessee may have an opportunity to legally contest or defend the action or proceeding. If, after such notice to Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may pay the judgment. Any reasonable amount paid or expense incurred or sum of money paid by Lessor (including reasonable attorney's fees) by reason of the failure of Lessee to comply with the foregoing provisions of this paragraph, or in defending any such action, shall be paid to Lessor by Lessee, and shall be treated as additional rent hereunder. 27.02 At Expiration or Termination. At the expiration or termination of this Lease, Lessee shall promptly surrender possession of the Leased Premises to Lessor in as good a condition as the same were received at the commencement of the term, reasonable wear and tear and damage by fire or other casualty beyond Lessee's reasonable control excepted. 28. USE AND MAINTENANCE OF COMMON PREMISES. 28.01 Use of Common Premises. Lessee, at its own risk, shall have the right to use in common with Lessor and its licensees, invitees, and other tenants, and in connection with Lessee's permissible activities and operations (a) any access road from any public highway to the Tower Site or to any building on the Tower Site; (b) any parking lot on the Tower Site; and (c) all common areas in the building (such items (a), (b) and (c) called collectively herein the "Common Premises"). 38
28.02 Maintenance of Common Premises. a) Lessor shall maintain the Common Premises and any fence -------------------------------------------------------

around the Tower in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. (b) Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, marking and lighting of the Tower. Lessor shall maintain the Tower and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. (c) In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Tower or any building or structure constructed by Lessor on the Tower Site, any common areas, or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the entrance doors, common areas, drive-ways, rights-of-way, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m.. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described

28.02

Maintenance of Common Premises. a) Lessor shall maintain the Common Premises and any fence -------------------------------------------------------

around the Tower in good repair. Lessee shall comply with any security policies reasonably established from time to time by Lessor. (b) Lessor assumes the obligation and responsibility for complying with the requirements of the FCC regarding obstruction, marking and lighting of the Tower. Lessor shall maintain the Tower and support systems in good repair and in good operating condition in accordance with the requirements of governmental authorities. (c) In the event that Lessor determines that repairs, alterations, or improvements are necessary or desirable to the Tower or any building or structure constructed by Lessor on the Tower Site, any common areas, or the leased spaces of other tenants, Lessor may, upon reasonable notice and for the entrance doors, common areas, drive-ways, rights-of-way, service areas, parking areas, or any other facilities at its discretion without being liable to Lessee; provided that if any of the above would restrict Lessee's ability to broadcast, Lessor shall use reasonable efforts to restrict any closure or interruption pursuant to this Section 9.02 to the hours of 1:00 a.m. to 5:00 a.m.. The closing of entrances, doors, common areas, parking areas, or other facilities for the making of the repairs, alterations, or improvements described herein shall, under no circumstances, constitute an eviction of the Lessee or be grounds for termination of this Lease or the withholding of any rental payments or other payments or performances required to be paid or made by Lessee under the terms hereof, provided, Lessor shall use reasonable efforts to ensure that any action taken in accordance with this paragraph shall not adversely affect the rights of Lessee hereunder. Under no such circumstances shall Lessee be entitled to terminate this Lease nor shall it be entitled to compensation for any loss or damage it may sustain (including loss of use, loss of advertising/sponsorship revenues, and consequential damages) by reason of such changes or alterations. 29. ALTERATIONS BY LESSEE. 29.01 Alterations. 39 (a) Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Tower, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. (b) This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of

(a) Lessee shall have the right, at its own expense, to make such changes and alterations in the Lessee's Property situated on the Tower, subject to Paragraph 8.01 and Paragraph 11 hereof, as its operations may require, including the renovation, replacement, or removal of its antenna; provided, however, that such changes or alterations conform with recognized engineering standards and, if necessary, have been approved by the FCC and any other authority having jurisdiction over Lessee; and provided further, that plans and specifications are first submitted to and approved in writing by Lessor. Lessee shall make no changes in the equipment or equipment position without such approval, and Lessor shall not unreasonably fail to give such approval within ten (10) business days. (b) This Lease is based upon carefully computed tower loading capacity. If any change proposed by Lessee in the type, location, or positioning of Lessee's Property should, in Lessor's judgment, require a computer or other type of feasibility study to determine the loading capacity of the Tower, such study shall be performed by an engineer chosen by Lessor, and approved by Lessee (such approval not to be unreasonably withheld, delayed or conditioned) whose decision shall be final and binding upon both parties. The cost of such study or any other costs reasonably incurred by Lessor in determining the feasibility of any proposed change or alteration in the type, location, or positioning of Lessee's Property shall be borne entirely by Lessee. 30. INTERFERENCE. 30.01 Preliminary Steps to Avoid Interference. Before Lessee shall make any new installation on the Leased Premises or on the Tower after the date hereof, notification of the particulars of such proposed installation shall be submitted to Lessor hereto and any other lessees or users of Tower space whose names and addresses are supplied to Lessee by Lessor in writing, and the Lessor and such other users will be requested to advise, in writing, the Lessee and Lessor, as applicable, within ten (10) days after receipt of such notification, whether they have any reasonable objections thereto on the grounds that objectionable interference may result; provided, this Section 11.01 shall not apply to any currently installed Lessee's Property or its replacement, maintenance or repair. If the Lessor or any other user shall reasonably object within this period to such plans and Lessee is unwilling to alter its plans to meet the objections, the dispute shall be submitted to an independent professional engineer chosen by Lessor, and such engineers decision shall be final and binding upon all parties. The cost of any such studies shall be borne by Lessee. 30.02 Interference with Lessor, Lessee, or Others. Notwithstanding the provisions of Paragraph 11.01, should any change, after the date hereof, in the facilities or mode of operation of Lessee or Lessee's failure to comply with the Maintenance Standards, as defined in Paragraph 11.04, cause any objectionable electrical or physical interference (including interference from any other structure erected on the Tower Site) to the television and/or radio broadcasting and/or receiving operations of any other lessee, then, promptly after written notification of such interference, the Lessee, at its sole expense, will take such steps as may be reasonably required to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filters or other 40

equipment, provided that, if such interference is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed

equipment, provided that, if such interference is caused, after the date hereof, by the failure of the Lessor or any other lessee suffering the interference to comply with the Maintenance Standards, as defined in Paragraph 11.04, then Lessor shall, or shall cause the other lessee suffering the interference, at its sole expense, to comply with such Maintenance Standards. Any dispute as to the cause of interference, or the steps reasonably required to correct it, arising under this Paragraph 11.02, shall be submitted to an independent professional engineer chosen by Lessor, and such engineer's decision shall be final and binding upon the parties. If such interference is found to be caused by such changed facilities or operation, the fees and charges of the engineer to whom the dispute is referred shall be borne by the party whose changed facilities or mode of operations gave rise to the claimed interference. If such interference is found not to be caused by such changed facilities or operations, the fees and charges of the engineer to whom the dispute is referred shall be borne by the objecting party. All other leases and/or agreements to lease space at the Tower Site shall contain this language. 30.03 Interference by Other User. Any subsequent agreement under which Lessor allows any other person to occupy any portion of the Tower, Tower Site or any building shall provide that, should the installation, operation, or maintenance of the equipment or the activities of such other person cause any objectionable interference with the operations of Lessor or Lessee, then, promptly after written notification of such, such other tenant or user, at its sole expense, will take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment, provided that if such interference is caused by the failure of any other lessee to comply with the Maintenance Standards, as defined in Paragraph 11.04, such other lessee will, at its sole expense, comply with such Maintenance Standards. To the best of its ability, Lessor shall not permit any operations by other tenants, the effect of which would be to prohibit Lessee from operating in the manner contemplated herein, without the prior written consent of Lessee. Lessor shall have no liability for any action or omission taken upon reasonable reliance on the recommendation of qualified engineering personnel. Lessor agrees that it will take commercially reasonable efforts to ensure that the installation, operation or maintenance of its equipment which is installed after the commencement date of this Lease on, in or around the Tower, Tower Site or the Transmitter Building shall not cause any objectionable interference with the operations of Lessee. Immediately upon notification of such interference by Lessee, Lessor shall at its sole expense take such steps as may be reasonably necessary to correct such interference, including, but not limited to, changing frequency, ceasing transmission, reducing power, and/or the installation of any filter or other equipment. 30.04 Definition of "Maintenance Standards". For the purposes of this Lease, compliance with "Maintenance Standards" shall mean that a tenant or user of the Tower shall (a) maintain and operate its equipment in accordance with the requirements, rules, regulations, and guidelines of the FCC, and the standards of manufacturers of the equipment; and (b) maintain and operate its equipment in accordance with good engineering practice. 31. UTILITIES. 31.01 Utilities. Subject to the required approvals and cooperation of any governmental authority or public utilities, Lessee shall arrange and be responsible for the 41

installation and provision of electrical and telephone lines serving Lessee's Property at any building on the Tower Site owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. 32. TAXES. 32.01 Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Leased Premises. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement] Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes.

installation and provision of electrical and telephone lines serving Lessee's Property at any building on the Tower Site owned by Lessor. Lessee shall be responsible for procurement of and payment for all telephone services as described in Paragraph 5.03 and used by Lessee. 32. TAXES. 32.01 Payment of Taxes. Lessee shall pay all real estate taxes, assessments, or levies assessed or imposed against the Leased Premises. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement] Lessee shall pay all personal property or other taxes assessed or imposed on Lessee's Property, and shall cooperate with Lessor to ensure that such property is properly separated from that of Lessor or other tenants for assessment purposes. 33. INSURANCE. 33.01 Public Liability. Lessee shall procure and maintain comprehensive public liability insurance, naming Lessor as an additional insured as its interests shall appear, covering all of the Lessee's operations and activities on the Leased Premises, including but not limited to, the operations of contractors and subcontractors and the operation of vehicles and equipment (including any elevators in the Tower), with limits of liability for the term of this Lease of not less than Five Million Dollars ($5,000,000.00) in the aggregate for personal injury or death in any occurrence and not less than Five Million Dollars ($5,000,000.00) to cover property damage, with a liability umbrella of not less than One Million Dollars ($1,000,000.00). Certificates evidencing such insurance shall be furnished to Lessor upon its request. The amounts specified hereunder shall be revised every five (5) years to such amounts as Lessor may reasonably require upon the advice of its insurance consultants. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. 33.02 Contractor Liability. Lessee shall also cause the contractors erecting, installing, or maintaining Lessee's Property or performing any other work for Lessee on the Tower Site to procure reasonable public liability insurance acceptable to Lessor and naming the Lessee and Lessor as named insureds. Certificates evidencing such insurance shall be furnished to Lessor in advance of any work being performed. 33.03 Insurance on the Tower and Transmitter Building. Lessee shall procure and maintain physical damage insurance on the Tower and any building on the Tower Site used or leased by Lessee pursuant to this Lease in an amount sufficient to repair or replace the Tower and any such building with such coverage to be on an "All Risks" basis, including, without limitation, coverage for the perils of fire, lightning, windstorm, hall, flood, earthquake, collapse, explosion, aircraft and vehicle damage, vandalism, and malicious mischief. [Foregoing obligation is subject to $200,000 12-month limit when aggregated with other borrowers under Credit Agreement per 1.5D of First Amendment to Credit Agreement]. Lessee shall be solely responsible for its insurance on Lessee's Property, together with business interruption insurance. 42

33.04 Tower and/or Transmitter Building Damage. In the event that the Tower or the Transmitter Building are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower and/or the Transmitter Building to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower and/or Transmitter Building as required of Lessor under this Section 14.04. If the Tower or the Transmitter Building are in need of such repair or are so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee an alternative tower or transmitter building if available, during such reconstruction/repair period. If such tower or space in another transmitter building on the Tower Site is not

33.04 Tower and/or Transmitter Building Damage. In the event that the Tower or the Transmitter Building are destroyed or damaged by fire, lightning, windstorm, flood, earthquake, explosion, collapse, aircraft, or other vehicle damage or other casualty covered by insurance, Lessor shall promptly reconstruct or repair the Tower and/or the Transmitter Building to such good condition as existed before the destruction or damage, and give possession to Lessee of substantially the same space leased hereunder. Lessee shall promptly pay over to Lessor any insurance proceeds it receives from insurance policies Lessee is required to procure under Section 14.03 hereof for the purpose of use by Lessor to fund reconstruction of the Tower and/or Transmitter Building as required of Lessor under this Section 14.04. If the Tower or the Transmitter Building are in need of such repair or are so damaged by fire, lightning, windstorm, flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or other casualty that reconstruction or repair cannot reasonably be undertaken without dismantling Lessee's antenna, then upon written notice to Lessee, Lessor may remove any such antenna and interrupt the signal activity of Lessee, but will use its best efforts to have the antenna replaced as soon as reasonably possible. Lessor agrees to provide Lessee an alternative tower or transmitter building if available, during such reconstruction/repair period. If such tower or space in another transmitter building on the Tower Site is not available, then Lessee shall be responsible for procuring its own alternative towers or space in a transmitter building. No monetary or other rental shall be due pursuant to the terms of this Lease for such time as Lessee is unable to conduct its broadcasting activities on the Tower without significant diminution of signal quality as a result of such total or partial destruction or damage or need of repair, and Lessor shall refund to Lessee any rent paid in advance for such time. Should Lessor not either (a) inform Lessee in writing within ninety (90) days of the date of destruction of Lessor's intent to replace the Towers and/or Transmitter Building or (b) replace the Tower and/or Transmitter Building within one (1) year if Lessor has provided the notice described in clause (a) above, of the date of destruction, or repair the same within such shorter time period after the casualty as may be reasonable, then Lessee, upon thirty (30) days' written notice to Lessor, may terminate this Lease, provided if Lessor has provided the notice described in clause (a) above, Lessee must make such election within one hundred twenty (120) days prior to the expiration of said repair or replacement period. Lessee agrees that it shall maintain adequate business interruption insurance at all times during the term of this Lease to adequately protect it from any interruption of signal activities due to damage to the Tower (including costs of reinstallation of its equipment and lines), and Lessor shall have no liability on account of such business interruption or reinstallation costs due to damage or destruction under this paragraph. 43

34. EMINENT DOMAIN. (a) In the event that the Tower Site (or any portion of the Tower Site necessary for the Tower, Transmitter Building, guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower as a replacement for the Tower and/or the Transmitter Building on the condemned property, Lessor agrees to lease to Lessee the new tower and/or transmitter building on terms reasonably equivalent to the terms of this Lease. (b) In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. 35. SUCCESSORS AND ASSIGNMENT. 35.01 Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to

34. EMINENT DOMAIN. (a) In the event that the Tower Site (or any portion of the Tower Site necessary for the Tower, Transmitter Building, guy wires, or other appurtenances necessary to Lessee's broadcasting operations) is acquired or transferred or condemned pursuant to eminent domain proceedings (or the threat thereof), the obligation of the parties under this Lease shall be terminated as of the date of acquisition or transfer. Lessor shall be entitled to the entire condemnation award. If Lessor determines to build a new tower as a replacement for the Tower and/or the Transmitter Building on the condemned property, Lessor agrees to lease to Lessee the new tower and/or transmitter building on terms reasonably equivalent to the terms of this Lease. (b) In the event that this Lease is terminated due to eminent domain proceedings, then Lessee shall be relieved of any further obligations to make any rental payments or performances for any period after the date of such termination of this Lease; and subject to offset or withholding by Lessor to cover any unpaid additional rent or other authorized charges which may be owed through the date of termination, Lessee shall be entitled to a refund of any advance rental sums which it has paid in proportion to the period of the Lease through such date of termination. 35. SUCCESSORS AND ASSIGNMENT. 35.01 Successors. All rights and liabilities herein given to or imposed upon the respective parties hereto shall, to the extent that such are assignable, extend to and bind the several and respective successors and assigns of the parties hereto. 35.02 Assignment. Lessee shall not assign, sublet, or transfer this Lease or any interest therein, or permit or allow through any act or default of itself, or of any other person, any transfer thereof by operations of law or otherwise without the prior written consent of Lessor except: 44 (a) Lessee may assign this Lease to any bona fide third party purchaser of substantially all the assets comprising of Lessee's radio station broadcasting from the Tower Site, who shall execute an assignment and assumption agreement in form reasonably acceptable to Lessor; and (b) Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. (c) Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. (d) Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. 36. RIGHT TO REMOVE LESSEE'S PROPERTY IN EVENT OF TERMINATION. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment

(a) Lessee may assign this Lease to any bona fide third party purchaser of substantially all the assets comprising of Lessee's radio station broadcasting from the Tower Site, who shall execute an assignment and assumption agreement in form reasonably acceptable to Lessor; and (b) Lessee may assign or transfer all or a portion of the assets of Lessee, including this Lease, to any corporation controlling, controlled by, or under common control with, Lessee. (c) Any assignment or subletting by Lessee except as permitted herein shall be void and of no effect. Any permitted assignment shall not relieve Lessee of any of its liabilities hereunder. A change in control of Lessee, but not the mortgaging by Lessee of its rights hereunder, shall constitute an assignment of this Lease. Lessor agrees to enter into documentation reasonably requested by any lender to Lessee in connection with Lessee's mortgaging of its rights hereunder. (d) Lessor may assign or transfer this Lease without the consent of Lessee, but shall notify Lessee following any transfer or assignment. 36. RIGHT TO REMOVE LESSEE'S PROPERTY IN EVENT OF TERMINATION. In the event either party elects to terminate this Lease in accordance with the provisions herein or at the expiration of the term hereof, Lessee or its mortgagee shall have the right to remove Lessee's Property, except any fixtures (it being specifically understood and agreed that Lessee's antenna, transmitters, transmission line, and similar broadcasting equipment shall not be deemed fixtures) on the Leased Premises within thirty (30) days of such termination. Such removal shall be conducted in accordance with Paragraph 8.01 hereof Lessee shall promptly repair any and all damage caused by such removal. Any of Lessee's Property remaining on the Leased Premises after the expiration of the thirty (30) day period shall be deemed to be the property of Lessor, which Lessor may have removed at Lessee's expense. 37. LESSOR'S PROTECTION. 37.01 Default by Lessee. 45 (a) If Lessee shall make default in making any payment herein provided for and any such default shall continue for a period of ten (10) business days after written notice to Lessee, or if Lessee shall make default in the performance of any obligation of Lessee herein (other than as to payment of money) and any such default shall continue for a period of thirty (30) days after written notice to Lessee, or if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall file any petition or institute any proceedings under any Insolvency or Bankruptcy Act or any amendment thereto hereafter made, seeking to effect its reorganization or a composition with its creditors, or if, in any proceedings based on the insolvency of Lessee or relating to bankruptcy proceedings, a receiver or trustee shall be appointed for Lessee or the Leased Premises, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time thereafter, reenter the Leased Premises by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter

(a) If Lessee shall make default in making any payment herein provided for and any such default shall continue for a period of ten (10) business days after written notice to Lessee, or if Lessee shall make default in the performance of any obligation of Lessee herein (other than as to payment of money) and any such default shall continue for a period of thirty (30) days after written notice to Lessee, or if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall file any petition or institute any proceedings under any Insolvency or Bankruptcy Act or any amendment thereto hereafter made, seeking to effect its reorganization or a composition with its creditors, or if, in any proceedings based on the insolvency of Lessee or relating to bankruptcy proceedings, a receiver or trustee shall be appointed for Lessee or the Leased Premises, or if any proceedings shall be commenced for the reorganization of Lessee (which, in the case of involuntary proceedings, are not dismissed or stayed within 30 days of the commencement thereof), or if the leasehold estate created hereby shall be taken on execution or by any process of law, or if Lessee shall admit in writing its inability to pay its obligations generally as they become due, then Lessor may, at its option, terminate this Lease without notice, and declare all amounts due or to become due hereunder immediately due and payable, and Lessor's agents and servants may immediately, or any time thereafter, reenter the Leased Premises by reasonably necessary force, summary proceedings, or otherwise, and remove all persons and properly therein, without being liable to indictment, prosecution, or damage therefor, and Lessee hereby expressly waives the service of any notice in writing of intention to reenter said Leased Premises. Lessor may, in addition to any other remedy provided by law or permitted herein, at its option, relet the Leased Premises (or any part thereof) on behalf of Lessee, applying any monies collected first to the payment of expenses of resuming or obtaining possession, and, second, to the payment of the costs of placing the premises in rentable condition, including any leasing commission, and, third, to the payment of rent due hereunder, and any other damages due to the Lessor. Any surplus remaining thereafter shall be paid to Lessee, and Lessee shall remain liable for any deficiency in rental, the amount of which deficiency shall be paid upon demand therefor to Lessor. (b) Should Lessor re-enter and terminate according to the provisions of this subparagraph, Lessor may remove and store the Lessee's Property at the expense and for the account of Lessee. Alternatively, Lessor may sell, or cause to be sold, Lessee's Property at public sale to the highest bidder for cash, and remove from the proceeds of such sale any rent or other payment then due Lessor under this Lease. Any disposition of the Lessee's Property pursuant thereto shall be subject to the rights of any lender to Lessee holding a mortgage on Lessee's Property and shall be made in a manner that is commercially reasonable within the meaning of the Uniform Commercial Code as in effect in the State of Georgia at the time of such disposition. 38. INDEMNIFICATION. 46 (a) Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessee, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of

(a) Each party warrants and represents that it has the authority to enter into this Lease and to grant the rights it grants hereunder, and that performance of its obligations pursuant to this Lease will not violate the rights of any third party whatsoever. Lessee agrees to indemnify and defend Lessor against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessee of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessee, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessee, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessee to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessee's failure to maintain equipment in proper working order; and (f) out of Lessee's failure to comply with any of its other obligations under the terms of this Lease. (b) Lessor agrees to indemnify and defend Lessee against any claim for damages, losses, liabilities, costs, or expenses, including reasonable attorney's fees, arising (a) out of any breach by Lessor of its warranties, representations, or covenants under this Lease; (b) out of the use, management, or occupancy of the Leased Premises by Lessor, its agents, or invitees; (c) out of any omissions, negligence or willful misconduct of Lessor, its agents, servants, employees, licensees, or invitees; (d) out of failure of Lessor to comply with any laws, statutes, ordinances, or regulations; (e) out of Lessor's failure to maintain equipment in proper working order; and (f) out of Lessor's failure to comply with any of its other obligations under the terms of this Lease. (c) Any party seeking indemnification hereunder ("Indemnified Party") shall provide the other party ("Indemnifying Party") reasonably prompt notice of known claims giving rise to any claim for indemnity, and the Indemnifying Party shall have the right and opportunity to undertake the legal defense of such claims. The Indemnified Party and its counsel may nevertheless participate in (but not control) such proceedings, negotiations, or defense at its own expense. In all such cases, the Indemnified Party will give all reasonable assistance to the Indemnifying Party, including making the Indemnified Party's employees and documents available as reasonably requested without charge. 39. ESTOPPEL CERTIFICATE AND ATTORNMENT. 39.01 Estoppel Certificate. Within ten (10) days after either party's request, the other party shall deliver, executed in recordable form, a declaration to any person designated by the requesting party (a) ratifying this Lease; (b) stating the commencement and termination dates; and (c) certifying (i) that this Lease is in full force and effect, and has not been assigned, modified, supplemented, or amended (except by such writings as shall be stated); (ii) that all conditions under this Lease to be performed have been satisfied (stating exceptions, if any); (iii) that no defenses or offsets against the enforcement of this Lease by the requesting party exist (or stating those claimed); (iv) advance rent, if any, paid by Lessee; (v) the date to which rent has been paid; (vi) the amount of security deposited with Lessor (if hereafter applicable for any reason); and (vii) such other information as the requesting party reasonably requires. Persons receiving such statements shall be entitled to rely upon them. 47

39.02 Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Leased Premises, or, if any of the Leased Premises or any building thereon comes into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment

39.02 Attornment. Lessee shall, in the event of a sale or assignment of Lessor's interest in any of the Leased Premises, or, if any of the Leased Premises or any building thereon comes into the hands of any Trustee under a Deed of Trust or a mortgagee or any other person, whether because of a foreclosure, exercise of a power of sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser or such mortgagee, Trustee, or other person, and recognize the same as Landlord hereunder. Lessee shall execute at Lessor's request any attornment agreement reasonably required by any mortgagee, Trustee, or other such person to be executed containing such provisions as such mortgagee, Trustee, or other person reasonably requires, provided, however, that such attornment shall not modify the terms of this Lease. 39.03 Failure to Execute Instruments. Either party's failure, without good and reasonable cause, to execute instruments or certificates provided for in this Paragraph 20, within fifteen (15) days after the receipt by such party of a written request, shall be a default under his Lease. 40. MISCELLANEOUS. 40.01 Relationship of Parties. Nothing contained herein and no acts of the parties herein shall be deemed or construed as creating any relationship between the parties hereto other than the relationship of Lessor and Lessee or Landlord and Tenant. 40.02 Governing Law. This Lease shall be governed and construed and enforced in accordance with the laws of the State of Georgia. 40.03 Captions. The captions contained in this Lease are included solely for convenience and shall in no event affect or be used in connection with the interpretation of this Lease. 40.04 Amendments. This Lease only may be amended or modified as may be agreed upon by written instrument executed by the parties hereto. 40.05 Interest and Attorney's Fees. All sums becoming due or payable under this Lease, including all money expended pursuant to the provisions hereof or on account of any default in the performance and observance of any agreements or covenants herein, shall bear interest at the rate of eight and one-half percent (8.5%) per annum (or at such lesser rate which is the maximum permitted by applicable law) from thirty (30) days after the date such sums become due or payable, or, in the event one of the parties expends money because of a default by the other, from thirty (30) days after the date the defaulting party received written notice that such money was expended. The prevailing party shall be entitled to its reasonable attorney's fees to collect any payment or to compel any performance ultimately held to be due under the provisions of this Lease. 40.06 Brokers and Third Parties. Each party represents that it has not had dealings with any real estate broker or other person who may claim a commission or finder's fee with respect to this Lease in any manner. Each party shall hold harmless the other party from all 48

damages resulting from any claims that may be asserted against the Indemnified Party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. 40.07 Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Lessor: Beasley Family Towers, Inc.

damages resulting from any claims that may be asserted against the Indemnified Party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. 40.07 Notices. Notices given pursuant to this Lease shall be in writing and shall be given by actual delivery or by mailing the same to the party entitled thereto at the addresses set forth below or at any such other address as any Party may designate in writing to any other Party pursuant to the provisions of this paragraph. Notice given by mail shall be sent by United States mail, certified or registered, return receipt requested or by nationally recognized courier serviced providing receipt of delivery. Notices shall be deemed to be received on the date of actual receipt, in the case of personal delivery, or on the date of mailing, in the case of mailing. Notices shall be served or mailed to the following addresses, subject to change as provided above:
If to the Lessor: Beasley Family Towers, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Ms. B. Caroline Beasley Secretary Phone: (941) 263-5000

Fax: (941) 434-8950 With a copy (which shall not constitute notice) to:
Joseph D. Sullivan, Esq. Latham & Watkins 1001 Pennsylvania Ave., N.W. Washington, DC 20004-2505 Phone: (202) 637-2200 Fax: (202) 637-2201 If to the Lessee: Beasley FM Acquisition Corp. 3033 Riviera Drive, Suite 200 Naples, FL 34103 Attn: Mr. George G. Beasley Chief Executive Officer Phone: (941) 263-5000

Fax: (941) 434-8950 40.08 Waiver. It is agreed that the waiving of any of the covenants of this Lease by either party shall be limited to the particular instance, and shall not be deemed to waive any other breaches of such covenant or any provision herein contained. 40.09 Accord and Satisfaction. No receipt of money by Lessor after the termination of this Lease or after the service of any notice or after the commencement of any suit reinstates, continues, or extends the term of this Lease or affects any such notice or suit. 49

40.10 Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Tower, Transmitter Building, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower, Transmitter Building, and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property

40.10 Limitation of Liability. Except as otherwise expressly stated herein, Lessor shall not be liable or responsible to the Lessee or to anyone claiming under or through the Lessee for any loss or damage caused by the acts or omissions of any other tenants or any other users of the Tower, Transmitter Building, or Tower Site, or for any loss or damage to Lessee's Property caused by fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or materials falling from the Tower, or the malfunction of any utility, facility, or installation, or by reason of any other existing condition or defect in the Leased Premises; nor shall Lessor be liable or responsible to the Lessee for any injury or damage suffered by the Lessee and allegedly caused by technical interference with the Lessee's operations, by the activities of any other tenants or users of the Tower, Transmitter Building, and Tower Site, or any other broadcasters. Except for Lessor's own negligent acts, willful misconduct or for breaches of its obligations under this Agreement, Lessor shall not be liable to Lessee, or to any other person for property damage or personal injury, including death. Lessor shall not be liable under any circumstances for loss of use, loss of sponsorship or advertising revenue, or any other consequential damages sustained by Lessee. 40.11 Partial Invalidity. The invalidity of any provision, clause, or phrase contained in this Lease shall not serve to render the balance of this Lease ineffective or void; and the same shall be construed as if such had not been herein set forth. 40.12 Documentary Stamps. Lessee shall bear the cost of any documentary stamps occasioned by this Lease should it wish to record this Lease. 40.13 Rules and Regulations. Lessor may from time to time issue such rules and regulations in writing which it may consider necessary and desirable. Lessee agrees to abide by such rules and regulations so long as they do not unreasonably interfere with Lessee's use and occupancy of the Leased Premises or conflict with this Lease. 40.14 Force Majeure. Lessor assumes no responsibility for any losses or damages to Lessee's Property caused by acts of God, including, but not limited to, wind, lightning, rain, ice, earthquake, floods, or rising water, or by aircraft or vehicle damage. Lessor furthermore assumes no responsibility for losses or damages to Lessee's Property caused by any person other than employees and agents of Lessor. In the event that Lessor shall be delayed, hindered in or prevented from the performance of any act required hereunder by reason of acts of God (including, but not limited to, wind, lightning, rain, ice, earthquake, flood, or rising water), aircraft or vehicle damage or other casualty, unforeseen soil conditions, acts of third parties who are not employees of Lessor, strikes, lock-outs, labor troubles, inability to procure material, failure of power, governmental actions, laws or regulations, riots, insurrection, war, or other reasons beyond its control, then the performance of such act shall be excused for the period of delay and the period for performance of any such act shall be extended for a period equivalent to the period of such delay. 40.15 Entire Agreement. This Lease, together with its Exhibits, constitutes and sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous offers, negotiations, and agreements 50

(whether oral or written) between the parties (or any of their related entities) concerning the subject matter of this Lease. 40.16 Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. The Lease may also be executed in duplicate editions, each of which shall be effective as an original. 51

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR:

(whether oral or written) between the parties (or any of their related entities) concerning the subject matter of this Lease. 40.16 Counterparts and Duplicates. This Lease may be executed in counterparts, which, when combined, shall constitute a single instrument. The Lease may also be executed in duplicate editions, each of which shall be effective as an original. 51

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ Witness By: _________________________(SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY FM ACQUISITION CORP.

_________________________ Witness

By: _________________________(SEAL) Name: George G. Beasley Title: Chief Executive Officer

52 EXHIBIT A DESCRIPTION OF TOWER WAEC-AM One (1) two hundred seventy five (275) foot Utility G45 uniform cross-section, series-excited, guyed triangular communication tower with ground system used in the operation of WAEC-AM situated on that certain tract of land more particularly described on Exhibit B herein.

EXHIBIT B DESCRIPTION OF TOWER SITE WAEC-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C DESCRIPTION OF TRANSMITTER BUILDING

IN WITNESS WHEREOF, the parties have hereunto set their respective hands and seals, as of the day and year first above written. ATTEST: LESSOR: BEASLEY FAMILY TOWERS, INC.
_________________________ Witness By: _________________________(SEAL) Name: B. Caroline Beasley Title: Secretary

LESSEE: BEASLEY FM ACQUISITION CORP.

_________________________ Witness

By: _________________________(SEAL) Name: George G. Beasley Title: Chief Executive Officer

52 EXHIBIT A DESCRIPTION OF TOWER WAEC-AM One (1) two hundred seventy five (275) foot Utility G45 uniform cross-section, series-excited, guyed triangular communication tower with ground system used in the operation of WAEC-AM situated on that certain tract of land more particularly described on Exhibit B herein.

EXHIBIT B DESCRIPTION OF TOWER SITE WAEC-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C DESCRIPTION OF TRANSMITTER BUILDING WAEC-AM One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy five (875) square feet of interior space shared by WAEC-AM and WWWE-AM.

AMENDMENT TO AGREEMENT OF SALE (O&O)

EXHIBIT A DESCRIPTION OF TOWER WAEC-AM One (1) two hundred seventy five (275) foot Utility G45 uniform cross-section, series-excited, guyed triangular communication tower with ground system used in the operation of WAEC-AM situated on that certain tract of land more particularly described on Exhibit B herein.

EXHIBIT B DESCRIPTION OF TOWER SITE WAEC-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C DESCRIPTION OF TRANSMITTER BUILDING WAEC-AM One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy five (875) square feet of interior space shared by WAEC-AM and WWWE-AM.

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between 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 two (2) communications tower facilities used in the operation of radio broadcast stations WAEC-AM and WWWE-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. Section 1(b) of the Agreement is hereby deleted. 2. Exhibit A of the Lease is hereby amended and restated as follows:

EXHIBIT B DESCRIPTION OF TOWER SITE WAEC-AM That certain tract of land more particularly described as follows: [INSERT LEGAL DESCRIPTION]

EXHIBIT C DESCRIPTION OF TRANSMITTER BUILDING WAEC-AM One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy five (875) square feet of interior space shared by WAEC-AM and WWWE-AM.

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between 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 two (2) communications tower facilities used in the operation of radio broadcast stations WAEC-AM and WWWE-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. Section 1(b) of the Agreement is hereby deleted. 2. Exhibit A of the Lease is hereby amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05 minutes 15 seconds west. 73.01 feet along the Atlanta City limits to a point on the easterly right-of-way of Interstate Highway 20 (right-of-way varies); thence northeasterly along the easterly right-of-way of Interstate Highway 20 the following courses and distances; north 03 degrees 15 minutes 48 seconds west. 158.30 feet to a

EXHIBIT C DESCRIPTION OF TRANSMITTER BUILDING WAEC-AM One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy five (875) square feet of interior space shared by WAEC-AM and WWWE-AM.

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between 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 two (2) communications tower facilities used in the operation of radio broadcast stations WAEC-AM and WWWE-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. Section 1(b) of the Agreement is hereby deleted. 2. Exhibit A of the Lease is hereby amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05 minutes 15 seconds west. 73.01 feet along the Atlanta City limits to a point on the easterly right-of-way of Interstate Highway 20 (right-of-way varies); thence northeasterly along the easterly right-of-way of Interstate Highway 20 the following courses and distances; north 03 degrees 15 minutes 48 seconds west. 158.30 feet to a concrete monument found; thence north 09 degrees 02 minutes 17 seconds east. 298.92 feet to a point located north 02 degrees 17 minutes 03 seconds east. 4.03 feet from a concrete monument found; thence south 77 degrees 23 minutes 44 seconds east. 17.00 feet to a concrete monument found; thence north 12 degrees 15 minutes 56 seconds east. 102.04 feet to a point located north 46 degrees 50 minutes 30 seconds west. 3.47 feet from a concrete monument found; thence north 33 degrees 43 minutes 41 seconds east. 109.15 feet to a concrete monument found; thence north 10 degrees 15 minutes 15 seconds west. 104.28 feet to a point located south 18 degrees 11 minutes 25 seconds west. 1.06 feet from a concrete monument

found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41

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 December __, 2000 (the "Agreement"), is made as of this ___ day of December 2000, by and between 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 two (2) communications tower facilities used in the operation of radio broadcast stations WAEC-AM and WWWE-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. Section 1(b) of the Agreement is hereby deleted. 2. Exhibit A of the Lease is hereby amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05 minutes 15 seconds west. 73.01 feet along the Atlanta City limits to a point on the easterly right-of-way of Interstate Highway 20 (right-of-way varies); thence northeasterly along the easterly right-of-way of Interstate Highway 20 the following courses and distances; north 03 degrees 15 minutes 48 seconds west. 158.30 feet to a concrete monument found; thence north 09 degrees 02 minutes 17 seconds east. 298.92 feet to a point located north 02 degrees 17 minutes 03 seconds east. 4.03 feet from a concrete monument found; thence south 77 degrees 23 minutes 44 seconds east. 17.00 feet to a concrete monument found; thence north 12 degrees 15 minutes 56 seconds east. 102.04 feet to a point located north 46 degrees 50 minutes 30 seconds west. 3.47 feet from a concrete monument found; thence north 33 degrees 43 minutes 41 seconds east. 109.15 feet to a concrete monument found; thence north 10 degrees 15 minutes 15 seconds west. 104.28 feet to a point located south 18 degrees 11 minutes 25 seconds west. 1.06 feet from a concrete monument

found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41 minutes 52 seconds west. 1.40 feet from a concrete monument found; thence north 12 degrees 16 minutes 36 seconds east. 250.90 feet to a 1/2" rebar found; thence leaving the easterly right-of-way of interstate Highway 20 north 89 degrees 10 minutes 48 seconds east. 433.39 feet to a point in the center of Sugar Creek; thence southeasterly along the center of Sugar Creek and following the meandering thereof the following courses and distances; south 06 degrees 11 minutes 21 seconds east. 96.48 feet; thence south 10 degrees 40 minutes 57 seconds east. 52.27 feet; thence south 02 degrees 53 minutes 40 seconds east. 81.07 feet; thence south 10 degrees 44 minutes 19 seconds west. 64.81 feet; thence south 00 degrees 19 minutes 47 seconds east. 48.17 feet; thence south 08 degrees 30 minutes 22 seconds east. 55.24 feet; thence south 04 degrees 06 minutes 11 seconds east. 97.13 feet; thence south 02 degrees 20 minutes 39 seconds east. 66.88 feet; thence south 10 degrees 31 minutes 18 seconds east. 41.73 feet; thence south 15 degrees 48 minutes 56 seconds east. 65.49 feet; thence 00 degrees 17 minutes 37 seconds east. 63.36 feet; thence south 36 degrees 21 minutes 03 seconds east. 26.51 feet; thence south 75 degrees 25 minutes 50 seconds east. 70.07 feet; thence south 69 degrees 17

found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41 minutes 52 seconds west. 1.40 feet from a concrete monument found; thence north 12 degrees 16 minutes 36 seconds east. 250.90 feet to a 1/2" rebar found; thence leaving the easterly right-of-way of interstate Highway 20 north 89 degrees 10 minutes 48 seconds east. 433.39 feet to a point in the center of Sugar Creek; thence southeasterly along the center of Sugar Creek and following the meandering thereof the following courses and distances; south 06 degrees 11 minutes 21 seconds east. 96.48 feet; thence south 10 degrees 40 minutes 57 seconds east. 52.27 feet; thence south 02 degrees 53 minutes 40 seconds east. 81.07 feet; thence south 10 degrees 44 minutes 19 seconds west. 64.81 feet; thence south 00 degrees 19 minutes 47 seconds east. 48.17 feet; thence south 08 degrees 30 minutes 22 seconds east. 55.24 feet; thence south 04 degrees 06 minutes 11 seconds east. 97.13 feet; thence south 02 degrees 20 minutes 39 seconds east. 66.88 feet; thence south 10 degrees 31 minutes 18 seconds east. 41.73 feet; thence south 15 degrees 48 minutes 56 seconds east. 65.49 feet; thence 00 degrees 17 minutes 37 seconds east. 63.36 feet; thence south 36 degrees 21 minutes 03 seconds east. 26.51 feet; thence south 75 degrees 25 minutes 50 seconds east. 70.07 feet; thence south 69 degrees 17 minutes 22 seconds east. 53.45 feet; thence south 41 degrees 24 minutes 20 seconds east. 80.72 feet to a point at the intersection of the center of Sugar Creek with the northwesterly right-of-way of Fayetteville Road (right-ofway varies); thence leaving the center of Sugar Creek and following the northwesterly right-of-way of Fayetteville Road the following courses and distances; south 41 degrees 25 minutes 01 seconds west. 67.45 feet to a concrete monument found; thence south 47 degrees 41 degrees 41 minutes 07 seconds east. 29.77 feet to a concrete monument found; thence southwesterly along the northwesterly right-of-way of Fayetteville Road and following the curvature thereof for on are distance of 221.72 feet (said are being subtended by a chord of south 36 degrees 28 minutes 57 seconds west. 221.29 feet with radius to the northwest of 1028.36 feet) to the northeasterly right-of-way of Graham Circle and the POINT OF BEGINNING. Said tract containing approximately 17.18 acres. Such real property shall include the transmitter building thereon. 3. 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. 4. 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. 5. 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 GEORGIA. [Signature page follows] 2

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: _________________________________

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 3 AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley FM Acquisition Corp., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a two hundred seventy-five (275) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WWWE-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 6. The second sentence of Section 13.01 of the Lease is hereby deleted. 7. The last sentence of Section 14.01 of the Lease is hereby deleted. 8. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 9. Exhibit B of the Lease is amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05

AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley FM Acquisition Corp., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a two hundred seventy-five (275) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WWWE-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 6. The second sentence of Section 13.01 of the Lease is hereby deleted. 7. The last sentence of Section 14.01 of the Lease is hereby deleted. 8. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 9. Exhibit B of the Lease is amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05 minutes 15 seconds west. 73.01 feet along the Atlanta City limits to a point on the easterly right-of-way of Interstate Highway 20 (right-of-way varies); thence northeasterly along the easterly right-of-way of Interstate Highway 20 the following courses and distances; north 03 degrees 15 minutes 48 seconds west. 158.30 feet to a concrete monument found; thence north 09 degrees 02 minutes 17 seconds east. 298.92 feet to a point located north 02 degrees 17 minutes 03 seconds east. 4.03 feet from a concrete monument found; thence south 77 degrees 23 minutes 44 seconds east. 17.00 feet to a concrete monument found; thence north 12 degrees 15 minutes 56 seconds east. 4

102.04 feet to a point located north 46 degrees 50 minutes 30 seconds west. 3.47 feet from a concrete monument found; thence north 33 degrees 43 minutes 41 seconds east. 109.15 feet to a concrete monument found; thence north 10 degrees 15 minutes 15 seconds west. 104.28 feet to a point located south 18 degrees 11 minutes 25 seconds west. 1.06 feet from a concrete monument found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41 minutes 52 seconds west. 1.40 feet from a concrete monument found; thence north 12 degrees 16 minutes 36 seconds east. 250.90 feet to a 1/2" rebar found; thence leaving the easterly right-of-way of interstate Highway 20 north 89 degrees 10 minutes 48 seconds east. 433.39 feet to a point in the center of Sugar Creek; thence southeasterly along the center of Sugar Creek and following the meandering thereof the following courses and distances; south 06 degrees 11 minutes 21 seconds east. 96.48 feet; thence south 10 degrees 40 minutes 57 seconds east. 52.27 feet; thence south 02 degrees 53 minutes 40 seconds east. 81.07 feet; thence south 10 degrees 44 minutes 19 seconds west. 64.81

102.04 feet to a point located north 46 degrees 50 minutes 30 seconds west. 3.47 feet from a concrete monument found; thence north 33 degrees 43 minutes 41 seconds east. 109.15 feet to a concrete monument found; thence north 10 degrees 15 minutes 15 seconds west. 104.28 feet to a point located south 18 degrees 11 minutes 25 seconds west. 1.06 feet from a concrete monument found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41 minutes 52 seconds west. 1.40 feet from a concrete monument found; thence north 12 degrees 16 minutes 36 seconds east. 250.90 feet to a 1/2" rebar found; thence leaving the easterly right-of-way of interstate Highway 20 north 89 degrees 10 minutes 48 seconds east. 433.39 feet to a point in the center of Sugar Creek; thence southeasterly along the center of Sugar Creek and following the meandering thereof the following courses and distances; south 06 degrees 11 minutes 21 seconds east. 96.48 feet; thence south 10 degrees 40 minutes 57 seconds east. 52.27 feet; thence south 02 degrees 53 minutes 40 seconds east. 81.07 feet; thence south 10 degrees 44 minutes 19 seconds west. 64.81 feet; thence south 00 degrees 19 minutes 47 seconds east. 48.17 feet; thence south 08 degrees 30 minutes 22 seconds east. 55.24 feet; thence south 04 degrees 06 minutes 11 seconds east. 97.13 feet; thence south 02 degrees 20 minutes 39 seconds east. 66.88 feet; thence south 10 degrees 31 minutes 18 seconds east. 41.73 feet; thence south 15 degrees 48 minutes 56 seconds east. 65.49 feet; thence 00 degrees 17 minutes 37 seconds east. 63.36 feet; thence south 36 degrees 21 minutes 03 seconds east. 26.51 feet; thence south 75 degrees 25 minutes 50 seconds east. 70.07 feet; thence south 69 degrees 17 minutes 22 seconds east. 53.45 feet; thence south 41 degrees 24 minutes 20 seconds east. 80.72 feet to a point at the intersection of the center of Sugar Creek with the northwesterly right-of-way of Fayetteville Road (right-of-way varies); thence leaving the center of Sugar Creek and following the northwesterly right-of-way of Fayetteville Road the following courses and distances; south 41 degrees 25 minutes 01 seconds west. 67.45 feet to a concrete monument found; thence south 47 degrees 41 degrees 41 minutes 07 seconds east. 29.77 feet to a concrete monument found; thence southwesterly along the northwesterly right-of-way of Fayetteville Road and following the curvature thereof for on are distance of 221.72 feet (said are being subtended by a chord of south 36 degrees 28 minutes 57 seconds west. 221.29 feet with radius to the northwest of 1028.36 feet) to the northeasterly right-of-way of Graham Circle and the POINT OF BEGINNING. Said tract containing approximately 17.18 acres. Such real property shall include the transmitter building thereon. 5

10. The following sentence is hereby added at the end of the text of Exhibit C of the Lease: One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy-five (875) square feet of interior space shared by WWWE-AM and WAEC-AM. The transmitter for WWWE-AM inside the transmitter building is located approximately fifteen (15) feet to the right of the front door of the transmitter building. 11. Except as expressly provided herein, the Lease 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 Lease. 12. 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. 13. 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 GEORGIA. [Signature page follows] 6

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.

10. The following sentence is hereby added at the end of the text of Exhibit C of the Lease: One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy-five (875) square feet of interior space shared by WWWE-AM and WAEC-AM. The transmitter for WWWE-AM inside the transmitter building is located approximately fifteen (15) feet to the right of the front door of the transmitter building. 11. Except as expressly provided herein, the Lease 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 Lease. 12. 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. 13. 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 GEORGIA. [Signature page follows] 6

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: __________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY FM ACQUISITION CORP. BY: __________________________________ Name: George G. Beasley Title: Chief Executive Officer 7 AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley FM Acquisition Corp., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a two hundred seventy-five (275) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WAEC-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities;

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: __________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY FM ACQUISITION CORP. BY: __________________________________ Name: George G. Beasley Title: Chief Executive Officer 7 AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley FM Acquisition Corp., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a two hundred seventy-five (275) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WAEC-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 14. The second sentence of Section 13.01 of the Lease is hereby deleted. 15. The last sentence of Section 14.01 of the Lease is hereby deleted. 16. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 17. Exhibit B of the Lease is amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05

AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of December __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley FM Acquisition Corp., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a two hundred seventy-five (275) foot communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WAEC-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 14. The second sentence of Section 13.01 of the Lease is hereby deleted. 15. The last sentence of Section 14.01 of the Lease is hereby deleted. 16. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 17. Exhibit B of the Lease is amended and restated as follows: All that tract or parcel of land lying and being in land lots 147 and 148 of the 15/th/ District of Dekalb County, Georgia and being more particularly described as follows: BEGINNING at the intersection of the northwesterly right-of-way of Fayetteville Road (35 feet from center line at the point) with the northeasterly right-of-way of Graham Circle (60' right-of-way); thence north 53 degrees 05. minutes 15 seconds west. 525.92 feet along the northeasterly right-of-way of Graham Circle to a 1/2" rebar found; thence south 34 degrees 26 minutes 07 seconds west. 50.17 feet along the northwesterly right-of-way of Graham Circle to a 1/2" rebar found on the north line of the Atlanta City limits; thence north 53 degrees 05 minutes 15 seconds west. 73.01 feet along the Atlanta City limits to a point on the easterly right-of-way of Interstate Highway 20 (right- of-way varies); thence northeasterly along the easterly right-of-way of Interstate Highway 20 the following courses and distances; north 03 degrees 15 minutes 48 seconds west. 158.30 feet to a concrete monument found; thence north 09 degrees 02 minutes 17 seconds east. 298.92 feet to a point located north 02 degrees 17 minutes 03 seconds east. 4.03 feet from a concrete monument found; thence south 77 degrees 23 minutes 44 seconds east. 17.00 feet to a concrete monument found; thence north 12 degrees 15 minutes 56 seconds east. 8

102.04 feet to a point located north 46 degrees 50 minutes 30 seconds west. 3.47 feet from a concrete monument found; thence north 33 degrees 43 minutes 41 seconds east. 109.15 feet to a concrete monument found; thence north 10 degrees 15 minutes 15 seconds west. 104.28 feet to a point located south 18 degrees 11 minutes 25 seconds west. 1.06 feet from a concrete monument found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41 minutes 52 seconds west. 1.40 feet from a concrete monument found; thence north 12 degrees 16 minutes 36 seconds east. 250.90 feet to a 1/2" rebar found; thence leaving the easterly right-of-way of interstate Highway 20 north 89 degrees 10 minutes 48 seconds east. 433.39 feet to a point in the center of Sugar Creek; thence southeasterly along the center of Sugar Creek and following the meandering thereof the following courses and distances; south 06 degrees 11 minutes 21 seconds east. 96.48 feet; thence south 10 degrees 40 minutes 57 seconds east. 52.27 feet; thence south 02 degrees 53 minutes 40 seconds east. 81.07 feet; thence south 10 degrees 44 minutes 19 seconds west. 64.81

102.04 feet to a point located north 46 degrees 50 minutes 30 seconds west. 3.47 feet from a concrete monument found; thence north 33 degrees 43 minutes 41 seconds east. 109.15 feet to a concrete monument found; thence north 10 degrees 15 minutes 15 seconds west. 104.28 feet to a point located south 18 degrees 11 minutes 25 seconds west. 1.06 feet from a concrete monument found; thence north 01 degrees 44 minutes 47 seconds east. 81.42 feet to a point located south 87 degrees 41 minutes 52 seconds west. 1.40 feet from a concrete monument found; thence north 12 degrees 16 minutes 36 seconds east. 250.90 feet to a 1/2" rebar found; thence leaving the easterly right-of-way of interstate Highway 20 north 89 degrees 10 minutes 48 seconds east. 433.39 feet to a point in the center of Sugar Creek; thence southeasterly along the center of Sugar Creek and following the meandering thereof the following courses and distances; south 06 degrees 11 minutes 21 seconds east. 96.48 feet; thence south 10 degrees 40 minutes 57 seconds east. 52.27 feet; thence south 02 degrees 53 minutes 40 seconds east. 81.07 feet; thence south 10 degrees 44 minutes 19 seconds west. 64.81 feet; thence south 00 degrees 19 minutes 47 seconds east. 48.17 feet; thence south 08 degrees 30 minutes 22 seconds east. 55.24 feet; thence south 04 degrees 06 minutes 11 seconds east. 97.13 feet; thence south 02 degrees 20 minutes 39 seconds east. 66.88 feet; thence south 10 degrees 31 minutes 18 seconds east. 41.73 feet; thence south 15 degrees 48 minutes 56 seconds east. 65.49 feet; thence 00 degrees 17 minutes 37 seconds east. 63.36 feet; thence south 36 degrees 21 minutes 03 seconds east. 26.51 feet; thence south 75 degrees 25 minutes 50 seconds east. 70.07 feet; thence south 69 degrees 17 minutes 22 seconds east. 53.45 feet; thence south 41 degrees 24 minutes 20 seconds east. 80.72 feet to a point at the intersection of the center of Sugar Creek with the northwesterly right-of-way of Fayetteville Road (right-of-way varies); thence leaving the center of Sugar Creek and following the northwesterly right-of-way of Fayetteville Road the following courses and distances; south 41 degrees 25 minutes 01 seconds west. 67.45 feet to a concrete monument found; thence south 47 degrees 41 degrees 41 minutes 07 seconds east. 29.77 feet to a concrete monument found; thence southwesterly along the northwesterly right-of-way of Fayetteville Road and following the curvature thereof for on are distance of 221.72 feet (said are being subtended by a chord of south 36 degrees 28 minutes 57 seconds west. 221.29 feet with radius to the northwest of 1028.36 feet) to the northeasterly right-of-way of Graham Circle and the POINT OF BEGINNING. Said tract containing approximately 17.18 acres. Such real property shall include the transmitter building thereon. 18. The text of Exhibit C of the Lease is amended and restated as follows: One (1) ten (10) foot high concrete block transmitter building with a shingle roof and approximately eight hundred seventy-five (875) square feet of interior space shared by WAEC-AM and WWWE-AM. WAEC's main transmitter inside the transmitter building is located approximately ten (10) feet to the right of the front door of the transmitter building. WAEC also maintains an auxiliary transmitter inside the transmitter building approximately fifteen (15) feet directly north of the front door. 9

19. Except as expressly provided herein, the Lease 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 Lease. 20. 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. 21. 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 GEORGIA. [Signature page follows] 10

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.

19. Except as expressly provided herein, the Lease 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 Lease. 20. 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. 21. 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 GEORGIA. [Signature page follows] 10

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ___________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY FM ACQUISITION CORP. BY: ___________________________________ Name: George G. Beasley Title: Chief Executive Officer 11 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 31, 2001 (the "Effective Date"), is made by and between Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (together with any successor thereto, the "Company") and Allen Shaw (the "Executive"). WHEREAS, the Company desires to assure itself of the services of the Executive, and the Executive desires to commit himself to serve the Company, on the terms herein provided; NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows: 1. Certain Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4. (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" for the Company to terminate the Executive's employment hereunder shall exist upon the Executive's:

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ___________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY FM ACQUISITION CORP. BY: ___________________________________ Name: George G. Beasley Title: Chief Executive Officer 11 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 31, 2001 (the "Effective Date"), is made by and between Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (together with any successor thereto, the "Company") and Allen Shaw (the "Executive"). WHEREAS, the Company desires to assure itself of the services of the Executive, and the Executive desires to commit himself to serve the Company, on the terms herein provided; NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows: 1. Certain Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4. (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" for the Company to terminate the Executive's employment hereunder shall exist upon the Executive's: (i) substantial failure to perform his material duties hereunder, other than any such failure resulting from the Executive's Disability, after written notice from the Company describing in reasonable detail the failure to perform and thirty-days opportunity for cure; (ii) violation of a federal, state or local law or regulation or the rules of the Federal Communications Commission that materially, negatively affects the interest, property, operations, business or reputation of the Company; (iii) conviction or no contest plea to a felony or a crime involving moral turpitude, or Executive's guilty plea to a lesser included offense or crime in exchange for withdrawal of a felony indictment or felony charge by information, whether the charge arises under the laws of the United States or any other state within the United States; or (iv) theft or embezzlement or attempted theft or embezzlement of money or tangible or intangible assets or property of the Company or its employees or business relations or Executive's fraud or personal dishonesty involving Company assets.

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 31, 2001 (the "Effective Date"), is made by and between Beasley Mezzanine Holdings, LLC, a Delaware limited liability company (together with any successor thereto, the "Company") and Allen Shaw (the "Executive"). WHEREAS, the Company desires to assure itself of the services of the Executive, and the Executive desires to commit himself to serve the Company, on the terms herein provided; NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows: 1. Certain Definitions. (a) "Annual Base Salary" shall have the meaning set forth in Section 4. (b) "Board" shall mean the Board of Directors of the Company. (c) "Cause" for the Company to terminate the Executive's employment hereunder shall exist upon the Executive's: (i) substantial failure to perform his material duties hereunder, other than any such failure resulting from the Executive's Disability, after written notice from the Company describing in reasonable detail the failure to perform and thirty-days opportunity for cure; (ii) violation of a federal, state or local law or regulation or the rules of the Federal Communications Commission that materially, negatively affects the interest, property, operations, business or reputation of the Company; (iii) conviction or no contest plea to a felony or a crime involving moral turpitude, or Executive's guilty plea to a lesser included offense or crime in exchange for withdrawal of a felony indictment or felony charge by information, whether the charge arises under the laws of the United States or any other state within the United States; or (iv) theft or embezzlement or attempted theft or embezzlement of money or tangible or intangible assets or property of the Company or its employees or business relations or Executive's fraud or personal dishonesty involving Company assets. (d) "Company" shall have the meaning set forth in the preamble hereto. (e) "Compensation Committee" means the compensation committee of the Board. (f) "Date of Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of his death; and (ii) if the Executive's employment is

terminated pursuant to any of Sections 5(a)(ii) through 5(a)(iv), the date specified in the Notice of Termination. (g) "Disability" shall be defined as Executive's inability, as determined by the Company's Chief Executive Officer in his reasonable discretion with the advice of physicians or other medical professionals as deemed necessary by the Company's Chief Executive Officer, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out Executive's duties and obligations under this Agreement for more than twelve weeks (whether or not consecutive) during any twelve month period. (h) "Effective Date" shall have the meaning set forth in the preamble hereto. (i) "Equity Plan" shall have the meaning set forth in Section 4(c). (j) "Executive" shall have the meaning set forth in the preamble hereto.

terminated pursuant to any of Sections 5(a)(ii) through 5(a)(iv), the date specified in the Notice of Termination. (g) "Disability" shall be defined as Executive's inability, as determined by the Company's Chief Executive Officer in his reasonable discretion with the advice of physicians or other medical professionals as deemed necessary by the Company's Chief Executive Officer, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out Executive's duties and obligations under this Agreement for more than twelve weeks (whether or not consecutive) during any twelve month period. (h) "Effective Date" shall have the meaning set forth in the preamble hereto. (i) "Equity Plan" shall have the meaning set forth in Section 4(c). (j) "Executive" shall have the meaning set forth in the preamble hereto. (k) "Extension Terms" shall have the meaning set forth in Section 2(b). (l) "Initial Term" shall have the meaning set forth in Section 2(a). (m) "Non-Competition Period" shall have the meaning set forth in Section 7(a). (n) "Notice of Termination" shall have the meaning set forth in Section 5(b). (o) "Restricted Territory" shall have the meaning set forth in Section 7(a). (p) "Severance Period" shall have the meaning set forth in Section 6(a)(i). (q) "Term of Employment" shall have the meaning set forth in Section 2(b). 2. Employment. (a) Initial Term. The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in this Section 2, in the position set forth in Section 3 and upon the other terms and conditions herein provided. The initial term of employment under this Agreement (the "Initial Term") shall be for the period beginning on the Effective Date of this Agreement and ending one day prior to the third anniversary thereof, unless earlier terminated as provided in Section 5. (b) Extension. The employment term hereunder shall automatically be extended for successive one-year periods ("Extension Terms" and, collectively with the Initial Term, the "Term of Employment") unless either party gives notice of non-extension to the other no later than 60 days prior to the expiration of the then-applicable Term of Employment. 2 3. Position and Duties. (a) Generally. The Executive shall serve as Vice Chairman of the Board and Co-Chief Operating Officer of the Company and shall report to the Chief Executive Officer. Subject to reasonable modification from time to time by the Board or by the Chief Executive Officer, Executive's duties in his position shall include (i) the direct supervision, control and overall responsibility for the daily operating activities of the Company's and its affiliates' radio broadcasting stations in the New Orleans, Louisiana and Las Vegas, Nevada radio markets, including without limitation supervision of station management, personnel matters, short- and long-term strategic decision making, station budgets, management of third party relationships, and disbursements; (ii) the provision of general assistance to the President and Co-Chief Operating Officer, Bruce Beasley, relating to the other radio broadcast properties operated by the Company or its affiliates, with particular emphasis on developing higher audience levels through programming strategies; and (iii) the provision of assistance to the Chief Executive Officer in planning for long-term strategic growth through acquisitions as well as interfacing with

3. Position and Duties. (a) Generally. The Executive shall serve as Vice Chairman of the Board and Co-Chief Operating Officer of the Company and shall report to the Chief Executive Officer. Subject to reasonable modification from time to time by the Board or by the Chief Executive Officer, Executive's duties in his position shall include (i) the direct supervision, control and overall responsibility for the daily operating activities of the Company's and its affiliates' radio broadcasting stations in the New Orleans, Louisiana and Las Vegas, Nevada radio markets, including without limitation supervision of station management, personnel matters, short- and long-term strategic decision making, station budgets, management of third party relationships, and disbursements; (ii) the provision of general assistance to the President and Co-Chief Operating Officer, Bruce Beasley, relating to the other radio broadcast properties operated by the Company or its affiliates, with particular emphasis on developing higher audience levels through programming strategies; and (iii) the provision of assistance to the Chief Executive Officer in planning for long-term strategic growth through acquisitions as well as interfacing with potential investors and securities analysts to describe and discuss the Company's potential. Subject to the general supervision by, and pursuant to the orders, advice and direction of the Company, Executive will, on a full-time basis and to the full extent of his abilities, apply all of his skill and experience to the conscientious performance of his duties in such employment and will not, without the prior consent of the Board, devote substantial amounts of time to outside business activities. Notwithstanding the foregoing, Executive may devote a reasonable amount of his time to civic, community, charitable or passive investment activities. Executive shall promptly and faithfully comply with all rules and regulations of applicable government and regulatory agencies and with all reasonable instructions, directions, requests, rules and regulations of the Company in connection with the performance of his duties as a Co-Chief Operating Officer of the Company and shall perform such other duties as reasonably may be required by the Company commensurate with Executive's position, including duties for any subsidiary of the Company, any affiliated entity or other broadcast property. The Executive shall reside, and his office shall be located, in Winston-Salem, North Carolina. The duties of Executive shall include travel to Las Vegas, Nevada; New Orleans, Louisiana and other markets in which the Company does business, but the duties of Executive shall not require him to move from Winston-Salem or make it impractical for him to continue living there. (b) Subsidiaries. If elected or appointed thereto, and only for the duration of such elected term or appointment, the Executive shall serve as a director of Beasley Broadcast Group, Inc. and/or in one or more executive offices of any of the Company or its subsidiaries, provided that the Executive is indemnified for serving in any and all such capacities on a basis consistent with that provided by the Company to other directors of the Company or similarly situated executive officers of the Company or any such subsidiaries. 4. Compensation and Related Matters. (a) Annual Base Salary. Subject to the provisions contained elsewhere in this Agreement, during the Initial Term, the Executive shall receive a gross annualized base salary (the "Annual Base Salary") in the amount of Three Hundred Twenty Two Thousand Three Hundred and Fifty Dollars ($322,350) during the period beginning on the Effective Date and 3

ending January 31, 2002. On February 1, 2002, and on each anniversary thereof during the Term of Employment, Executive shall be entitled to an increase in Annual Base Salary for the twelve (12) months beginning on such date of Five Percent (5%) above the Annual Base Salary in effect on the day prior to such date. In its sole discretion, the Compensation Committee may review the Executive's Annual Base Salary with a view toward consideration of merit increases as the Compensation Committee deems appropriate. The Annual Base Salary shall be paid, less lawful deductions, in arrears in substantially equal installments at monthly or more frequent intervals, in accordance with the normal payroll practices of the Company. By referring to an "Annual Base Salary," Company is not modifying its termination rights under Section 5 of this Agreement. (b) Bonus. Executive shall be eligible to receive an annual bonus for each fiscal year of the Company ending during the Term of Employment at the sole discretion of the Board. (c) Benefits. The Executive shall be eligible to participate in the 2000 Equity Plan of Beasley Broadcasting Group, Inc. and such other equity based or incentive compensation plans or programs as may be adopted by the Company from time to time (collectively, the "Equity Plan") for its senior executives, at such level and in such

ending January 31, 2002. On February 1, 2002, and on each anniversary thereof during the Term of Employment, Executive shall be entitled to an increase in Annual Base Salary for the twelve (12) months beginning on such date of Five Percent (5%) above the Annual Base Salary in effect on the day prior to such date. In its sole discretion, the Compensation Committee may review the Executive's Annual Base Salary with a view toward consideration of merit increases as the Compensation Committee deems appropriate. The Annual Base Salary shall be paid, less lawful deductions, in arrears in substantially equal installments at monthly or more frequent intervals, in accordance with the normal payroll practices of the Company. By referring to an "Annual Base Salary," Company is not modifying its termination rights under Section 5 of this Agreement. (b) Bonus. Executive shall be eligible to receive an annual bonus for each fiscal year of the Company ending during the Term of Employment at the sole discretion of the Board. (c) Benefits. The Executive shall be eligible to participate in the 2000 Equity Plan of Beasley Broadcasting Group, Inc. and such other equity based or incentive compensation plans or programs as may be adopted by the Company from time to time (collectively, the "Equity Plan") for its senior executives, at such level and in such amounts as may be determined by the Board in its sole discretion, subject to the terms and conditions of the Equity Plan and any applicable award agreements; provided, however, that in the event Executive violates Section 7 or Section 8 of this Agreement, all stock options or other equity based or incentive compensation awards granted under the Equity Plan or otherwise (whether or not vested) shall, immediately upon the time of the first such violation, cease to be exercisable and shall thereupon be cancelled and be of no further force and effect. At the expense of the Company, the Executive (and his eligible dependents to the extent applicable) shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company (including, without limitation, health insurance, long-term disability coverage and vacation) now (or, to the extent determined by the Board, hereafter) in effect that are applicable to the senior officers of the Company, subject to and on a basis consistent with the terms, conditions and overall administration thereof. During the Term of Employment, the Company shall also provide Executive, and keep in full force and effect, a term life insurance policy with a face amount of Three Hundred Thousand Dollars ($300,000). Executive shall have the privilege of designating the beneficiary of that life insurance policy and may change the beneficiary thereof by written notice to the Company, subject to the requirements of the issuing insurance company. (d) Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses reasonably and necessarily incurred by him in the performance of his duties to the Company, in accordance with the Company's documentation and other policies with respect thereto. (e) Office. For Executive's office space, the Company shall sublet from the successor-lessee to Centennial Broadcasting, LLC a portion of Suite 100 at 3825 Forrestgate Drive, Winston-Salem, NC (including furniture) for the shorter of (i) the Term of Employment or (ii) such period as the sublessor shall be able to convey. The Company's rent for such subleased space shall not exceed Seven Hundred Fifty Dollars ($750) per month. The Company will also reimburse Executive for reasonable telephone, facsimile and office-supply charges reasonably 4

and necessarily incurred in the performance of his duties to the Company, in accordance with the Company's documentation and other policies with respect thereto. 5. Termination. (a) Circumstances. The Executive's employment hereunder may be terminated by the Company under the following circumstances: (i) Death. The Executive's employment hereunder shall terminate upon his death. (ii) Disability. If the Company determines in good faith that the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to fulltime performance of his duties. The Executive shall continue to receive his Annual Base Salary until the Date of

and necessarily incurred in the performance of his duties to the Company, in accordance with the Company's documentation and other policies with respect thereto. 5. Termination. (a) Circumstances. The Executive's employment hereunder may be terminated by the Company under the following circumstances: (i) Death. The Executive's employment hereunder shall terminate upon his death. (ii) Disability. If the Company determines in good faith that the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to fulltime performance of his duties. The Executive shall continue to receive his Annual Base Salary until the Date of Termination. (iii) Termination for Cause. The Company may terminate the Executive's employment hereunder for Cause. (iv) Termination without Cause. The Company may terminate the Executive's employment hereunder without Cause. (b) Notice of Termination. Any termination of the Executive's employment by the Company or by the Executive under this Section 5 (other than termination pursuant to Section 5(a)(i)) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated, and specifying a Date of Termination which, except in the case of termination for Cause, shall be at least fourteen (14) days following the date of such notice (a "Notice of Termination"), or thirty (30) days if termination is pursuant to Section 5(a)(ii). (c) Resignation. In the event of Executive's resignation during the Term of Employment, the Company's sole liability to Executive shall be to pay Executive his Annual Base Salary through the last day worked. The parties acknowledge and agree that if the Company (i) reduces the salary of the Executive, (ii) substantially, materially and adversely changes the Executive's job responsibilities, duties and functions, or (iii) fails to perform any of its material obligations hereunder, then the Executive's resignation, after providing written notice to the Company of any such alleged actions, and the opportunity for the Company to cure such action for a period of thirty (30) days from the delivery of Executive's written notice, shall be deemed for all purposes under this Agreement to be a constructive termination by the Company without cause. 5 6. Severance Payments. (a) Entitlement to Severance Payments. If the Company terminates Executive's employment without Cause (pursuant to Section 5(a)(iv)): (i) The Company shall pay to the Executive separation pay at a gross annualized rate equal to his Annual Base Salary then in effect, in regular installments in accordance with the Company's customary payroll practices during the period commencing on the Date of Termination and continuing for twelve (12) months thereafter (the "Severance Period"). However, the amount due Executive from the Company under this Section 6(a)(i) shall be reduced by the gross wages earned by Employee from alternative employment, and/or the net profit earned by Employee from the operation of a business, during the Severance Period. (ii) The Company shall, at its own expense, continue the Executive's coverage under all Company benefit plans and programs in which the Executive was participating immediately prior to the Date of Termination, to the extent permitted thereunder until the earlier of (A) the expiration of the Severance Period or (B) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits. In the event that the Executive's participation in any such plan or program is not permitted, the Company shall arrange to provide the

6. Severance Payments. (a) Entitlement to Severance Payments. If the Company terminates Executive's employment without Cause (pursuant to Section 5(a)(iv)): (i) The Company shall pay to the Executive separation pay at a gross annualized rate equal to his Annual Base Salary then in effect, in regular installments in accordance with the Company's customary payroll practices during the period commencing on the Date of Termination and continuing for twelve (12) months thereafter (the "Severance Period"). However, the amount due Executive from the Company under this Section 6(a)(i) shall be reduced by the gross wages earned by Employee from alternative employment, and/or the net profit earned by Employee from the operation of a business, during the Severance Period. (ii) The Company shall, at its own expense, continue the Executive's coverage under all Company benefit plans and programs in which the Executive was participating immediately prior to the Date of Termination, to the extent permitted thereunder until the earlier of (A) the expiration of the Severance Period or (B) the date the Executive has commenced new employment and has thereby become eligible for comparable benefits. In the event that the Executive's participation in any such plan or program is not permitted, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs. (iii) The Company will agree that, notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all such stock options or other awards shall become fully vested and exercisable as of the Date of Termination and shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination. As a condition to the receipt of any of the severance compensation described in this Section, Executive must sign a comprehensive general release of all known and unknown claims against Company, its employees, shareholders, directors, officers, representatives and corporate affiliates arising from this Agreement or Executive's employment by Company. (b) Survival. The expiration or termination of the Term of Employment shall not impair the rights or obligations of any party hereto that shall have accrued hereunder prior to such expiration. 7. Restrictive Covenants. Executive acknowledges that he is being provided (i) access to core strategic and competitive information at a very senior level, (ii) industry prominence as a senior executive of the Company, and (iii) very substantial postemployment benefits, and that these valuable assets are conferred upon Executive in the expectation that he will refrain from competing with the 6

Company in accordance with the following specific terms and conditions. Executive acknowledges that these restrictions may materially restrict his ability to obtain comparable employment in numerous radio markets throughout the United States for a period of time after the termination of his employment hereunder. Nonetheless, Executive agrees that these restrictions are fair and reasonable, limited to only those restrictions necessary to protect the Company from unfair competition, separately bargained-for, and essential to the Company's willingness to enter into this Agreement. The parties acknowledge and agree that if Executive's employment terminates by reason of the expiration and non-renewal of this Agreement, whether at the conclusion of the Initial Term or any Extension Term, then the restrictive covenant obligations set forth in Sections 7(a), (b), and (c) shall not apply, unless the Company exercises its option set forth in Section 7(d). (a) Non-Competition. The "Non-Competition Period" (herein so called) shall be for a term beginning on the date hereof and continuing until the first anniversary of the Date of Termination. During the Non-Competition Period, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any equity interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages

Company in accordance with the following specific terms and conditions. Executive acknowledges that these restrictions may materially restrict his ability to obtain comparable employment in numerous radio markets throughout the United States for a period of time after the termination of his employment hereunder. Nonetheless, Executive agrees that these restrictions are fair and reasonable, limited to only those restrictions necessary to protect the Company from unfair competition, separately bargained-for, and essential to the Company's willingness to enter into this Agreement. The parties acknowledge and agree that if Executive's employment terminates by reason of the expiration and non-renewal of this Agreement, whether at the conclusion of the Initial Term or any Extension Term, then the restrictive covenant obligations set forth in Sections 7(a), (b), and (c) shall not apply, unless the Company exercises its option set forth in Section 7(d). (a) Non-Competition. The "Non-Competition Period" (herein so called) shall be for a term beginning on the date hereof and continuing until the first anniversary of the Date of Termination. During the Non-Competition Period, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any equity interest in, or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business that competes with any business of the Company or its affiliates within 75 miles of any transmission site on which the Company or any of its affiliates operates a radio station (the "Restricted Territory"), provided, however, that the Executive shall be permitted to acquire a stock interest in such a corporation provided such stock is publicly-traded and the stock so acquired is not more than five percent (5%) of the outstanding shares of such corporation. (b) Non-Solicitation. During the Non-Competition Period, Executive will not, on his own behalf or on behalf of any other person or entity, without the express written consent of the Board or its designated officer, directly or indirectly (i) solicit any person or entity that is a customer of the Company or its affiliates, or has been a customer of the Company or its affiliates during the prior three (3) months, to purchase any products or services that the Company or its affiliates provide to the customer or (ii) solicit or attempt to solicit, induce or encourage any thencurrent talent, client, sponsor, business relation, service provider or representative of the Company or its affiliates to terminate or modify his, her or its employment or business relationship with the Company or its affiliates; provided that with respect to customers of the Company that are national or regional in scope, Executive shall be permitted to solicit those customers to the extent that such solicitation is unrelated to those customers' activities in the Restricted Territory. (c) No-Hire. During the Non-Competition Period, Executive will not, on his own behalf or on behalf of any other person or entity, without the express written consent of the Board or its designated officer, directly or indirectly, hire, solicit, or encourage to leave the employ of the Company or its affiliates any person who is then an employee of the Company or its affiliates or who was an employee of the Company or its affiliates within three (3) months of the date of such hiring, soliciting, or encouragement to leave the Company or its affiliates. (d) Expiration and Non-Renewal. The Company shall have the option to require the Executive to comply with the restrictive covenant obligations set forth in Sections 7

7(a), (b) and (c) for a period of six (6) months (and twelve (12) months as to Section 7(c)) after the expiration of the Term of Employment, which option shall be exercisable by written notice to the Executive delivered thirty (30) days prior to the expiration of the Term of Employment. If the Company elects to exercise this option, the Company shall pay to the Executive severance pay at a gross annualized rate equal to his Annual Base Salary then in effect, in regular installments in accordance with the Company's customary payroll practices during the period commencing on the expiration of the Term of Employment and continuing for six (6) months thereafter. (e) Construction of this Section. In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Each provision, paragraph and

7(a), (b) and (c) for a period of six (6) months (and twelve (12) months as to Section 7(c)) after the expiration of the Term of Employment, which option shall be exercisable by written notice to the Executive delivered thirty (30) days prior to the expiration of the Term of Employment. If the Company elects to exercise this option, the Company shall pay to the Executive severance pay at a gross annualized rate equal to his Annual Base Salary then in effect, in regular installments in accordance with the Company's customary payroll practices during the period commencing on the expiration of the Term of Employment and continuing for six (6) months thereafter. (e) Construction of this Section. In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. Each provision, paragraph and subparagraph of this Section 7 is separable from every other provision, paragraph and subparagraph and constitutes a separate and distinct covenant. 8. Nondisclosure of Proprietary Information. (a) Confidentiality. Except as required in the faithful performance of the Executive's duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of, or relating to, the Company, including, without limitation, information with respect to the Company's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of, or containing, any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that the foregoing matters are important, material and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company). (b) Return of Materials. Upon termination of the Executive's employment with Company for any reason and upon the Company's request, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company's customers, business plans, marketing strategies, products or processes and/or which contain proprietary information or trade secrets. (c) Response to Legal Process. The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as possible, make available to the 8

Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process. 9. Injunctive Relief. It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach or threat of breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company will have the absolute right, without the requirement of posting of bond or other security, to injunctive or other equitable relief and the right to suspend any payments due to Executive under this Agreement. Sections 7 and 8 shall remain effective and shall survive any termination or expiration of this Agreement.

Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process. 9. Injunctive Relief. It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach or threat of breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company will have the absolute right, without the requirement of posting of bond or other security, to injunctive or other equitable relief and the right to suspend any payments due to Executive under this Agreement. Sections 7 and 8 shall remain effective and shall survive any termination or expiration of this Agreement. 10. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. 11. Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of New York. 12. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 13. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows: (a) If to the Company: Beasley Mezzanine Holdings, LLC 3033 Riviera Drive, Suite 200 Naples, Florida 34103 Attn: B. Caroline Beasley Fax: (941) 263-8191 9

With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, NW, Suite 1300 Washington, DC 20004 Attn: Joseph D. Sullivan Fax: (202) 637-2201 (b) If to the Executive, to him at the address set forth below under his signature; or at any other address as any party shall have specified by notice in writing to the other parties. 14. Counterparts.

With a copy to: Latham & Watkins 1001 Pennsylvania Avenue, NW, Suite 1300 Washington, DC 20004 Attn: Joseph D. Sullivan Fax: (202) 637-2201 (b) If to the Executive, to him at the address set forth below under his signature; or at any other address as any party shall have specified by notice in writing to the other parties. 14. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. 15. Entire Agreement. The terms of this Agreement are intended by the parties to be final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. 16. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and the Chief Financial Officer or the Chief Executive Officer of the Company. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity. 17. No Inconsistent Actions. The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement. 10 18. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Washington, D.C. in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company's posting any bond. The fees and expense of the arbitrator shall be borne equally by the Company and the Executive. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 11

18. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Washington, D.C. in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company's posting any bond. The fees and expense of the arbitrator shall be borne equally by the Company and the Executive. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 11

IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT on the date and year first above written. THE COMPANY BEASLEY MEZZANINE HOLDINGS, LLC By: ______________________________ Name: B. Caroline Beasley Title: Secretary THE EXECUTIVE Name: Allen Shaw Address: _____________________ S-1 EXHIBIT E AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Eastern Pennsylvania, a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WWDB-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows:

IN WITNESS WHEREOF, the parties have executed this EXECUTIVE EMPLOYMENT AGREEMENT on the date and year first above written. THE COMPANY BEASLEY MEZZANINE HOLDINGS, LLC By: ______________________________ Name: B. Caroline Beasley Title: Secretary THE EXECUTIVE Name: Allen Shaw Address: _____________________ S-1 EXHIBIT E AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Eastern Pennsylvania, a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WWDB-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. The following is hereby added to Exhibit C of the Lease: Two transmitters for WWDB-AM occupy two-thirds (.) of such interior space and the remaining space is occupied by a phasing unit for WWDB-AM and associated equipment. 5. Except as expressly provided herein, the Lease 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 Lease.

EXHIBIT E AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Eastern Pennsylvania, a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility (the "Tower"), and space in a transmitter building, each used in the operation of radio broadcast station WWDB-AM, such Tower and transmitter building space used for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower and transmitter building space obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. The following is hereby added to Exhibit C of the Lease: Two transmitters for WWDB-AM occupy two-thirds (.) of such interior space and the remaining space is occupied by a phasing unit for WWDB-AM and associated equipment. 5. Except as expressly provided herein, the Lease 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 Lease. 6. 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. 7. 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 COMMONWEALTH OF PENNSYLVANIA. [Signature page follows] 2

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. LESSOR: BEASLEY FAMILY TOWERS, INC.

TO CONFLICTS OF LAW PROVISIONS) OF THE COMMONWEALTH OF PENNSYLVANIA. [Signature page follows] 2

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF EASTERN PENNSYLVANIA, INC. BY: ________________________________ Name: George G. Beasley Title: Chief Executive Officer 3 Exhibit F AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Coastal Carolina, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WNCT-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. Except as expressly provided herein, the Lease 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 Lease.

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. LESSOR: BEASLEY FAMILY TOWERS, INC. BY: ________________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF EASTERN PENNSYLVANIA, INC. BY: ________________________________ Name: George G. Beasley Title: Chief Executive Officer 3 Exhibit F AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Coastal Carolina, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WNCT-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. Except as expressly provided herein, the Lease 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 Lease. 5. 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. 6. 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.

Exhibit F AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of Coastal Carolina, Inc., a Delaware corporation (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WNCT-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. Except as expressly provided herein, the Lease 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 Lease. 5. 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. 6. 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]

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. LESSOR: BEASLEY FAMILY TOWERS, INC. By: Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF COASTAL CAROLINA, INC. By: ___________________________

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. LESSOR: BEASLEY FAMILY TOWERS, INC. By: Name: B. Caroline Beasley Title: Secretary LESSEE: BEASLEY BROADCASTING OF COASTAL CAROLINA, INC. By: ___________________________ Name: George G. Beasley Title: President 2 EXHIBIT F AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Reed Acquisition Partnership, a Delaware general partnership (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WQAM-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. Except as expressly provided herein, the Lease 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 Lease. 5. 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. 6. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW

EXHIBIT F AMENDMENT TO LEASE AGREEMENT This Amendment (this "Amendment"), to that certain Lease Agreement, by and among the parties hereto, dated as of February __, 2000 (the "Lease"), is made as of this ___ day of December 2000, by and between Beasley Family Towers, Inc., a Delaware corporation (the "Lessor"), and Beasley Reed Acquisition Partnership, a Delaware general partnership (the "Lessee"). WITNESSETH: WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee leased from Lessor a communications tower facility used in the operation of radio broadcast station WQAM-AM (the "Tower"), for the purpose of Lessee's radio broadcast transmission activities; WHEREAS, Lessor and Lessee desire to amend the Lease in certain respects to clarify the nature of the leasehold interest in the Tower obtained by Lessee pursuant to the Lease; 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, Lessor and Lessee, intending to be legally bound hereby, agree as follows: 1. The second sentence of Section 13.01 of the Lease is hereby deleted. 2. The last sentence of Section 14.01 of the Lease is hereby deleted. 3. The penultimate sentence of Section 14.03 of the Lease is hereby deleted. 4. Except as expressly provided herein, the Lease 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 Lease. 5. 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. 6. 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 FLORIDA. [Signature page follows]

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. LESSOR: BEASLEY FAMILY TOWERS, INC. By: ___________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: By: Beasley FM Acquisition Corp., a general partner By: _________________________

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. LESSOR: BEASLEY FAMILY TOWERS, INC. By: ___________________________ Name: B. Caroline Beasley Title: Secretary LESSEE: By: Beasley FM Acquisition Corp., a general partner By: _________________________ Name: George G. Beasley Title: Chief Executive Officer By: BRAP HOLDINGS, INC., a general partner By: ___________________________ Name: B. Caroline Beasley Title: Secretary 2

Beasley Broadcast Group, Inc. Subsidiaries

(state of incorporation) Beasley Mezzanine Holdings, LLC (DE) BRAP Holdings,Inc. (DE) Beasley Reed Acquisition Partnership (DE) WQAM License Limited Partnership (DE) Beasley FM Acquisition Corp. (DE) WXTU License Limited Partnership (DE) WWNN License Limited Partnership (DE) WJBX License Limited Partnership (DE) WKIS License Limited Partnership (DE) WMGV License Limited Partnership (DE) WAZZ License Limited Partnership (DE) WRXK License Limited Partnership (DE) WFLB License Limited Partnership (DE) WDAS License Limited Partnership (DE) WIKS License Limited Partnership (DE) WXNR License Limited Partnership (DE) WPOW License Limited Partnership (DE) WAEC License Limited Partnership (DE) Beasley Broadcasting of New Jersey, Inc. (DE) WTMR License Limited Partnership (DE) Beasley Broadcasting of Coastal Carolina, Inc. (DE) WNCT License Limited Partnership (DE) Beasley Broadcasting of Eastern North Carolina, Incorporated (NC) WKML License Limited Partnership (NC) Beasley Broadcasting of Eastern Pennsylvania, Inc. (DE) WWDB License Limited Partnership (DE) Beasley Broadcasting of Southwest Florida, Inc. (DE) WXKB License Limited Partnership (DE) Beasley Radio, Inc. (DE) WJPT License Limited Partnership (DE) W & B Media, Inc. (NC) WSFL License Limited Partnership (DE) Beasley Communications, Inc. (DE) WCHZ License, LLC (DE) C S R A Broadcasters, Inc. (GA) WGOR License, LLC (DE) Beasley Broadcasting of Augusta, Inc. (DE) WGAC License, LLC (DE) Beasley Broadcasting of Boston, Inc. (DE) WRCA License, LLC (DE) Beasley Nevada Holdings, Inc. (NC)

Beasley Broadcast Group, Inc. Subsidiaries

(state of incorporation) Beasley Mezzanine Holdings, LLC (DE) BRAP Holdings,Inc. (DE) Beasley Reed Acquisition Partnership (DE) WQAM License Limited Partnership (DE) Beasley FM Acquisition Corp. (DE) WXTU License Limited Partnership (DE) WWNN License Limited Partnership (DE) WJBX License Limited Partnership (DE) WKIS License Limited Partnership (DE) WMGV License Limited Partnership (DE) WAZZ License Limited Partnership (DE) WRXK License Limited Partnership (DE) WFLB License Limited Partnership (DE) WDAS License Limited Partnership (DE) WIKS License Limited Partnership (DE) WXNR License Limited Partnership (DE) WPOW License Limited Partnership (DE) WAEC License Limited Partnership (DE) Beasley Broadcasting of New Jersey, Inc. (DE) WTMR License Limited Partnership (DE) Beasley Broadcasting of Coastal Carolina, Inc. (DE) WNCT License Limited Partnership (DE) Beasley Broadcasting of Eastern North Carolina, Incorporated (NC) WKML License Limited Partnership (NC) Beasley Broadcasting of Eastern Pennsylvania, Inc. (DE) WWDB License Limited Partnership (DE) Beasley Broadcasting of Southwest Florida, Inc. (DE) WXKB License Limited Partnership (DE) Beasley Radio, Inc. (DE) WJPT License Limited Partnership (DE) W & B Media, Inc. (NC) WSFL License Limited Partnership (DE) Beasley Communications, Inc. (DE) WCHZ License, LLC (DE) C S R A Broadcasters, Inc. (GA) WGOR License, LLC (DE) Beasley Broadcasting of Augusta, Inc. (DE) WGAC License, LLC (DE) Beasley Broadcasting of Boston, Inc. (DE) WRCA License, LLC (DE) Beasley Nevada Holdings, Inc. (NC) Beasley Broadcasting of Nevada (NC) KJUL License, LLC (NC)

EXHIBIT 23.1 The Board of Directors Beasley Broadcast Group, Inc.: We consent to incorporation by reference in the registration statement (No. 333-40806) on Form S-8 of Beasley Broadcast Group, Inc. of our report dated February 9, 2001, relating to the combined balance sheet of Beasley Broadcast Group, Inc. as of December 31, 1999 and the accompanying consolidated balance sheet of Beasley Broadcast Group, Inc. as of December 31, 2000, and the related combined statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1999 and the related consolidated statement of operations, stockholders' equity and cash flows for the year ended December 31, 2000, and all related schedules, which report appears in the December 31, 2000 annual report on From 10-K of Beasley Broadcast Group, Inc.
/s/ KPMG LLP Tampa, Florida February 12, 2001

EXHIBIT 23.1 The Board of Directors Beasley Broadcast Group, Inc.: We consent to incorporation by reference in the registration statement (No. 333-40806) on Form S-8 of Beasley Broadcast Group, Inc. of our report dated February 9, 2001, relating to the combined balance sheet of Beasley Broadcast Group, Inc. as of December 31, 1999 and the accompanying consolidated balance sheet of Beasley Broadcast Group, Inc. as of December 31, 2000, and the related combined statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1999 and the related consolidated statement of operations, stockholders' equity and cash flows for the year ended December 31, 2000, and all related schedules, which report appears in the December 31, 2000 annual report on From 10-K of Beasley Broadcast Group, Inc.
/s/ KPMG LLP Tampa, Florida February 12, 2001


				
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