<SEQUENCE>3

<FILENAME>apa_qualled.txt

<DESCRIPTION>ASSET PURCHASE AGREEMENT

<TEXT>

                            ASSET PURCHASE AGREEMENT





     This ASSET PURCHASE AGREEMENT (this "Agreement"), made as of April 6, 2001,

is by and between Quality Communications, Inc. ("Seller"), a Wyoming

corporation, and Legend Communications of Wyoming, LLC, a Wyoming limited

liability company ("Buyer").



                                    RECITALS



     Seller is the licensee of and operates radio broadcast station KGWY(FM),

Gillette, Wyoming, (the "Station"), pursuant to licenses issued by the Federal

Communications Commission (the "FCC").



     Seller and Buyer have agreed that Seller will sell and Buyer will acquire

substantially all of the assets used or useful in the operation of the Station,

on the terms and subject to the conditions set forth in this Agreement.

Capitalized terms used herein but not otherwise defined shall have the meanings

assigned to such terms in Article 22 of this Agreement.



     Therefore, the parties agree as follows:



                                    ARTICLE 1

                              ASSETS TO BE CONVEYED



     1.1. Closing. Subject to Section 17.1 hereof and except as otherwise

mutually agreed upon by Seller and Buyer, the closing of this transaction (the

"Closing") shall take place on a date designated by Buyer (the "Closing Date")

within ten (10) days after all of the conditions specified in Sections 11.2 and

12.2 hereof have been fulfilled (or waived by the party entitled to waive such

condition). The Closing shall be conducted by an exchange of documents between

counsel on the Closing Date or held on the Closing Date at such place and time

as the parties may otherwise agree.



     1.2. Station Assets. At the Closing, Seller shall sell, assign, transfer

and convey to Buyer, and Buyer shall purchase from Seller, all or substantially

all of the assets used or useful in connection with the business and operation

of the Station, including but not limited to the following assets:



          (a) Seller's rights in and to the licenses, permits and other

     authorizations issued to Seller by any governmental authority and used in

     the conduct of the business and operation of the Station, including the

     Station Licenses listed in Schedule 1.2(a), together with any additions

     thereto (including renewals or modifications of such licenses, permits and

     authorizations and applications therefor) between the date hereof and the

     Closing Date and all of Seller's rights in and to the call letters KGWY;





                                                         1



<PAGE>







          (b) Seller's right, title and interest in and to the real property

     used in the conduct of the business and operation of the Station including

     but not limited to the real property listed in Schedule 7.5, together with

     any additions thereto between the date hereof and the Closing Date

     including the studio and office building housing such studio (collectively,

     the "Real Property").



          (c) All equipment, office furniture and fixtures, office materials and

     supplies, inventory, spare parts, motor vehicles and other tangible

     personal property of every kind and description, owned, leased or held by

     Seller and used or useful in the conduct of the business and operation of

     the Station (except for Excluded Assets as defined in Section 1.3), its

     business and goodwill, and including, without limitation, studio equipment,

     towers, antennas, microwave systems, transmitters, and all other items

     listed in Schedule 1.2(c), together with any replacements thereof and

     additions thereto made between the date hereof and the Closing Date.



          (d) Subject to the provisions of Article 3, all of Seller's rights

     under and interest in all Contracts listed in Schedule 1.2(d) hereto, the

     Time Sales Agreements and the Trade Agreements, together with all of

     Seller's rights under and interest in all Contracts entered into or

     acquired by Seller between the date hereof and the Closing Date in

     accordance with this Agreement.

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