OPTION AGREEMENT

This OPTION AGREEMENT ("Agreement"), is dated as of ___ August, 2005, by and between AM Radio 790, Inc., a Utah corporation ("Seller"), and Beasley Broadcasting of Nevada, LLC, a Delaware limited liability company ("Buyer").

RECITALS

WHEREAS, Seller is the permittee of unconstructed radio station KBET(AM), 790 kHz, Winchester, Nevada, FCC Facility ID No. 136292 (the "Station"), pursuant to authorizations issued by the Federal Communications Commission ("FCC");

WHEREAS, Seller desires to grant, and Buyer desires to receive, an option for Buyer to purchase the FCC authorizations for and all of the other assets used in the operation of the Station when constructed, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

                        1.    Purchase Option. For a period ending the earlier of (a) ten business days after the commencement of operations pursuant to Program Test Authority, and (b) 18 months from the date hereof (the "Option Period"), Buyer shall have the option (the "Purchase Option"), exercisable at any time during the Option Period in Buyer's sole discretion, to purchase the Station Assets (as such are defined in the "Asset Purchase Agreement," a form of which is attached hereto as Exhibit A) from Seller, and, upon exercise of such Purchase Option, Seller shall sell the Station Assets to Buyer, and Buyer shall purchase the Station Assets from Seller, on the terms and subject to the terms and conditions set forth in the Asset Purchase Agreement, which shall be dated as of the date of such exercise.

                        2.    Option Consideration. In consideration for the Purchase Option, and as an initial deposit for the purchase of the Station Assets, Buyer shall pay to Seller, within one business day after the date hereof, (i) by wire transfer of immediately available funds to an account designated by Seller, $50,000 (the "Option Payment"), and (ii) by wire transfer of immediately available funds to an account designated by John Pierce & Co., LLC, acting as Escrow Agent, $200,000 (the "Initial Deposit"), for a total of $250,000. The Escrow Deposit shall be held pursuant to the terms of an Escrow Agreement, a copy of which is attached hereto as Exhibit B. In the event that Buyer does not exercise the Purchase Option within the Option Period, or in the event that Buyer notifies Seller that Buyer intends to terminate this Agreement without exercising the Purchase Option, Buyer shall forfeit, and Seller shall retain, the Option Payment, and shall within one business day execute escrow instructions instructing the Escrow Agent to refund the Initial Deposit, and any interest accrued thereon, to Buyer by wire transfer of immediately available funds to an account designated by Buyer. Seller acknowledges

and agrees that in such event, the retention of the Option Payment by Seller shall be Seller's sole and exclusive compensation for Buyer's election not to exercise the Purchase Option, and that Seller shall not be entitled to any other remedy of any kind, at law or in equity, for such election by Buyer. In the event that Buyer does exercise the Purchase Option, the Option Payment and the Initial Deposit shall be applied towards the Purchase Price as set forth in the Asset Purchase Agreement.

                        3.    Exercise of Purchase Option.

                        (a)    In the event that Buyer elects to exercise the Purchase Option, Buyer shall deliver, to Seller in accordance with the requirements of Section 7 hereof, on or prior to the last day of the Option Period, a written notice (the "Exercise Notice") of such exercise, together with two originals of the Asset Purchase Agreement, each duly executed by Buyer.

                        (b)    Within 5 business days after the delivery of the Exercise Notice by Buyer, Seller shall duly execute the two originals of the Asset Purchase Agreement delivered by Buyer and shall deliver one fully executed original of the Asset Purchase Agreement to Buyer in accordance with the requirements of Section 7 hereof.

                        4.    Access to Station. During the Option Period, Seller shall give Buyer and Buyer's engineers and other representatives, reasonable access during normal business hours to Seller's properties, records and employees relating to the Station, shall furnish Buyer with all information related to the Station that Buyer reasonably requests, and after completion of construction of the Station, shall allow Buyer a reasonable opportunity to evaluate the signal of the Station and to inspect and evaluate the Station facilities. The rights of Buyer under this Section 4 shall not be exercised in such a manner as to interfere unreasonably with or disrupt the business or operation of the Station.

                        5.    Confidentiality; Assistance.

                       (a)    During the Option Period, and for a period of one year thereafter, Buyer and Seller shall each treat any Confidential Information (as defined below) disclosed by the other in strict confidence (other than disclosure to the extent required by law) and shall only use such information for the purpose of completing the transactions contemplated by this Agreement and the Asset Purchase Agreement. For purposes of this provision, "Confidential Information" shall mean all oral or written technical, financial, business or other information of whatever kind created by or on behalf of or in the possession of the disclosing party which is confidential, proprietary or not generally available to the public, including, but not limited to, this Agreement, the Asset Purchase Agreement, and the transactions contemplated herein and therein; provided, however, that the obligations contained in this Section 5 shall not apply to (i) information that is or was in the possession of the receiving party at the time of its first disclosure by the disclosing party, (ii) is or becomes publicly known, other than through the negligence or other wrongful act of the receiving party, (iii) is received from a third party having the lawful right to disclose such information, (iv) is independently developed by the

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receiving party; or (v) the obligations imposed by any discovery, subpoena, civil investigative demand or court process (provided that the receiving party shall first provide the disclosing party or its counsel with prior written notice of such requirement as promptly as practicable so that the disclosing party may seek a protective order or other appropriate remedy) or as otherwise required by law, legal process or by the request of any governmental authority or other regulatory body or self-regulatory organization having a claim of jurisdiction over the receiving party.

                        (b)    Except as required by law or as required pursuant to the requirements of Seller's affiliate's planned public offering, neither party shall make any press release or other public announcement concerning this Agreement, the Asset Purchase Agreement and the transactions contemplated herein and therein without the consent of the other party hereto as to the form, content and timing of such release or announcement.

                        6.    Representations and Warranties.

                        (a)    Seller hereby represents and warrants to Buyer that:

                                (i)    The execution and delivery by Seller of this Agreement and the performance of the transactions contemplated hereby (x) has been duly authorized by all necessary corporate action and (y) does not contravene the terms of Seller's certificate of incorporation, bylaws or other organizational documents, or any amendment thereof.

                                (ii)    The execution, delivery and performance by Seller of this Agreement does not, and after giving effect to the transactions contemplated hereby, will not violate, conflict with or result in any breach or contravention of or the creation of any lien under any contractual obligation of Seller or any requirement of law applicable to Seller.

                                (iii)    This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability.

                       (b)    Buyer hereby represents and warrants to Seller that the execution and delivery by Buyer of this Agreement and the performance of the transactions contemplated hereby (x) has been duly authorized by all necessary corporate action and (y) does not contravene the terms of Buyer's certificate of incorporation or bylaws, or any amendment thereof.

                        7.     Notification. Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be given in the manner set forth in the Asset Purchase Agreement.

                        8.    Entire Agreement. This Option Agreement (together with Exhibit A and Exhibit B attached hereto and made a part hereof) constitutes the entire agreement

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between the parties hereto, is intended as the complete and exclusive statement of the terms of the agreement between the parties hereto, and supersedes all previous agreements, understandings, commitments or representations concerning its subject matter, written or oral, between the parties hereto.

                        9.    Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada, without giving effect to any choice of law or conflict of law provisions or rule that would cause the application of the laws of any other jurisdiction other than the State of Nevada.

                        10.    Specific Performance by Seller. Seller hereby acknowledges that irreparable damage would occur, and the remedies at law for Buyer would be inadequate, if any term or provision hereof were not performed or observed by Seller strictly in accordance herewith, and Seller hereby unconditionally and irrevocably waives any defense that may be available to it that Buyer's remedies at law are adequate or that Buyer's injuries are not irreparable. Seller hereby agrees that Buyer may, without posting any bond or other security and in addition to any remedy available to Buyer at law, obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available to Buyer.

                        11.    Survival. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement. Any investigations by or on behalf of any party hereto shall not constitute a waiver as to enforcement of any representation, warranty, covenant or agreement contained herein.

                        12.    Assignment. This Agreement shall not be assigned or transferred in whole or in part by any party without the prior written consent of the other party.

                        13.    Waiver. No failure or delay by any party to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of such right, power or privilege preclude any further exercise thereof or of any other right, power or privilege which such party may have hereunder.

                        14.    Amendments. This Agreement shall not be amended, changed or modified in any manner except by an instrument in writing signed by both parties hereto.

                        15.    Severability. If any provision hereof or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

                        16.    Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which, when so executed and delivered, shall be an original, and all of which counterparts together shall constitute one and the same fully executed instrument.

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                        IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by a duly authorized officer of each party hereto as of the date first above written.

BEASLEY BROADCASTING OF NEVADA, LLC

By: _______________________________________

Name:

Title:

AM RADIO 790, INC.

By: _______________________________________

Name:    E. Morgan Skinner, Jr.

Title:     President

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EXHIBIT A

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this "Agreement"), made as of the ____ day of _________, 2005, is by and between AM Radio 790, Inc., a Utah corporation ("Seller") and Beasley Broadcasting of Nevada, LLC, a Delaware limited liability company ("Buyer").

RECITALS

WHEREAS, Seller holds a construction permit or license (the "FCC Authorization") issued by the Federal Communications Commission ("FCC") for radio broadcast station KBET(AM), 790 kHz, Winchester, Nevada, FCC Facility ID No. 136292, FCC File No. BNP-2001 1010ABN (the "Station"); and

WHEREAS, Seller and Buyer have entered into that certain Option Agreement (the "Option Agreement"), dated as of August ___, 2005, pursuant to which Buyer acquired the right to purchase the Station pursuant to the terms of this Agreement; and

WHEREAS, Buyer has exercised its right to purchase the Station under the Option Agreement; and

WHEREAS, Seller desires to sell and assign and Buyer desires to acquire and assume all of the assets used or useful in connection with the operation of the Station, whether existing on the date hereof or acquired hereafter, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, 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 agreed upon by Buyer and Seller within ten (10) business 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 held at 10:00 a.m. local Washington D.C. time at the offices of Leventhal Senter & Lerman PLLC ("LS&L"), or at such other 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, certain of the assets used 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 FCC Authorization, and all other authorizations issued to Seller by any governmental authority and used in the conduct of the business and operation of the Station, including those 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 "KBET";

                                (b)    Seller's right and interest in and to the leased and/or owned real property used as the tower and transmitter site of the Station, including the tower site lease for the Station, and the real property listed in Schedule 1.2(b), and any amendments thereto made between the date of execution of this Agreement and the Closing Date that Buyer expressly approves in writing to assume, including but not limited to any easements, rights of ingress and egress, and rights of way associated therewith, and the buildings, towers, and fixtures located thereon (the "Real Property");

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