ASSET PURCHASE AGREEMENT

by and among

AM RADIO 1490, INC.

and

BIBLE BROADCASTING NETWORK

for the Sale and Purchase of

Station KYFO(AM), Ogden, Utah

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("Agreement"), made and entered into as of this 15th day of July, 2004, by and among BIBLE BROADCASTING NETWORK, INC., a non-profit corporation organized under the laws of the State of Virginia ("Seller"), and AM RADIO 1490, INC., a corporation organized under the laws of the State of Utah ("Buyer").  

W IT N E S S E T H:

WHEREAS, Seller is the holder of certain licenses and permits issued by the Federal Communications Commission (the "Commission") for the operation of Station KYFO(AM), Ogden, Utah, FCC Facility No. 5175 (the "Station"); and

WHEREAS, the assignment of the licenses of the Station is subject to the prior approval of the Commission.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

SECTION 1

ASSETS TO BE SOLD

1.1

On the Closing Date, Seller shall sell, assign, transfer, convey, set over, and deliver to Buyer, and Buyer shall purchase and/or accept assignment of the following (hereinafter collectively the "Assets") free and clear of any security interests, claims, encumbrances, liens or liabilities except for Permitted Liens. "Permitted Liens" shall consist only of (i) Liens for taxes, assessments, water and sewer charges, license fees, and all other fees, special assessments and charges assessed or imposed by a public body upon the Assets or any part thereof, provided such fees, assessments or taxes are not yet due and payable or are being contested in good faith in an appropriate proceeding and disclosed in Schedule 1.1; (ii) zoning laws and ordinances; (iii) rights reserved to any governmental authority to regulate the affected property; and (iv) those additional liens described on Schedule 1.1:

1.1.1

Authorizations.  All licenses, permits and authorizations issued or granted by the Commission for the operation of, or used in connection with the operation of the Station and all applications filed with the Commission (hereinafter "Commission Authorizations") which are listed in Schedule 1.1.1.  All franchises, licenses, permits, and authorizations issued by any administrative body or licensing authority or governmental or regulatory agency, other than Commission Authorizations, used or useful in connection with the operation of the Station (hereinafter "Other Authorizations") which are listed in Schedule 1.1.1.

1.1.2

Tangible Personal Property.  All of Seller's rights in and to all fixed and tangible property used and useful in the operation of the Station, as described and listed in Schedule 1.1.2, together with replacements thereof, additions and alterations thereto, and substitutions therefor, made between the date hereof and the Closing Date (hereinafter collectively the "Tangible Personal Property").  

1.1.3

Agreements.  All Seller's rights to and in the contracts and agreements to which Seller or the Station is a party listed in Schedule 1.1.3 (hereinafter collectively "Agreements"), together with all contracts and agreements and leases, entered into or acquired by the Seller between the date hereof and the Closing Date which have been approved in writing by Buyer.

1.1.4

Real Property.  Seller's interests in the real property owned by Seller and used or useful in the operation of the Station ("Real Property"), as set forth on Schedule 1.1.4.

1.2

Excluded Assets.  The Assets shall not include the following assets along with all rights, title and interest therein which shall be referred to as the "Excluded Assets":

1.2.1

All cash, cash equivalents or similar type investments of Seller, such as certificates of deposit, Treasury bills and other marketable securities on hand and/or in banks;

1.2.2

All claims, rights and interest of Seller to any (i) refunds of taxes or fees of any nature whatsoever or (ii) deposits or utility deposits, which in each case relate solely to the period prior to the Closing Date;

1.2.3

All contracts that have terminated or expired prior to the Closing Date in the ordinary course of business or as permitted hereunder;

1.2.4

All contracts of Seller not assumed by Buyer;

1.2.5

Seller's minute books, charter documents, corporate records, and such other books and records as pertain to the organization, existence or share capitalization of Seller, as well as any other records or materials relating to Seller generally and not involving the assets or operation of the Station;

1.2.6

Contracts of insurance, including the cash surrender value thereof, and all insurance proceeds or claims made by Seller prior to the Closing Date;

           1.2.7  All pension, profit sharing or cash or deferred (Section 401(k)) plans and trusts and the assets thereof and any other employee benefit plan or arrangement and the assets thereof, if any, maintained by Seller; and

1.2.8

All tangible personal assets not listed on Schedule 1.1.2.

1.3

Assignments of Contracts.  There are no contracts to be assigned or assumed.

1.4

Satisfaction of Liens.  At the Closing, Seller shall cause all Liens on or relating to any of the Assets (other than Permitted Liens), to be released, extinguished and discharged in full, and shall deliver to Buyer instruments releasing, extinguishing and discharging all such Liens, and all rights and claims of any holder(s) of any of such Liens with respect to any of the Assets, all in such form and substance as Buyer shall reasonably require (collectively the "Lien Release Instruments").

SECTION 2

PURCHASE PRICE

2.1

Purchase Price.  In consideration of Seller's performance of this Agreement, the total purchase price (the "Purchase Price") to be paid by Buyer shall be FIVE HUNDRED AND TWENTY THOUSAND DOLLARS ($520,000.00), as adjusted pursuant to Section 3, hereto.  The Purchase Price shall be paid as follows:

2.1.1

Payment of Purchase Price.  Concurrent with the execution of this Agreement, Buyer shall deliver Twenty-Five Thousand Dollars ($25,000.00) (the "Escrow Deposit"), which amount shall be held by Dan J. Alpert and Gary S. Smithwick, as Escrow Agents for the transaction, and which shall be released and credited to Buyer at Closing.  Also concurrent with the execution of this Agreement, Seller, Buyer and Escrow Agents shall enter into an Escrow Agreement governing the Escrow Deposit.  The Escrow Agreement is attached hereto as Exhibit 2.1.1.  The Purchase Price shall be paid as follows:

(a)

at Closing, Seller and Buyer shall jointly release the Escrow Deposit;

(b)

at Closing, Buyer shall pay the remainder of the Purchase Price via cash, certified check, and same day wired funds.

SECTION 3

ADJUSTMENTS

3.1

Adjustment Time.  The "Adjustment Time" as used herein shall be 12:01 A.M. current local time on Closing Date.

3.2

Adjustment Items.

3.2.1

The following items (the "Adjustment Items") shall be prorated as of the Adjustment Time, assuming a 365-day year or a 28-day, 30-day or 31-day month, as appropriate, and monies shall be paid at Closing in accordance with Section 3.3 herein below.

(a)

Real and personal property taxes, assessments, if any (including sewerage assessments and fees), levied or assessed against or otherwise paid or payable with respect to any of the Assets.

(b)

Transferable license, permit, and registration fees, and like items.

(c)

Charges for utilities (including but not limited to electricity, fuel, water, basic monthly telephone charges, long distance telephone calls, and sanitation and garbage disposal) furnished to or in connection with the Station.

(d)

License agreements with ASCAP, BMI and SESAC.

(e)

Unpaid or prepaid obligations of Seller with respect to any prepaid premiums on any insurance policies that Seller has agreed to assign to Buyer and Buyer elects to assume. Seller shall be compensated by Buyer for any Security Deposits, if any, previously paid by Seller for any such obligations in any amounts to which it is entitled.

3.3

Adjustments After Closing Date.  Except as provided in Section 3.2.2, if the amount of any Adjustment Item(s) cannot be readily ascertained or agreed upon on the Closing Date, proration of such items shall be determined within sixty (60) days after the Closing Date and payment therefor shall be made to the party entitled thereto within five (5) business days after notice of such determination thereof has been given to Buyer or Seller, as the case may be.  In the event of any disputes between the parties as to adjustments, the amounts not in dispute shall nonetheless be paid at the time provided in this Section and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties.  The accountant's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction.  The fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

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