ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this Agreement), made as of October 1, 2006, is by and among NM Licensing LLC, a Delaware limited liability company (NM License), NextMedia Operating, Inc., a Delaware corporation (NM Operating, which together with NM License may be referred to herein as Seller), and Beasley FM Acquisition Corp., a Delaware corporation or its permissible assignee (Buyer).

RECITALS

NM License is the licensee of, and with NM Operating, operates radio broadcast station WJBR-FM, 99.5 MHz, Wilmington, Delaware, Facility ID No. 14374 (the Station), pursuant to licenses issued by the Federal Communications Commission (the FCC).

Seller and Buyer have agreed that Seller will sell and Buyer or Buyers designee will acquire all of the tangible and intangible assets used or useful in connection with the operation of the Station, on the terms and subject to the conditions set forth in this Agreement.

Seller and Buyer are, simultaneously with the execution and delivery of this Agreement, entering into a Local Marketing Agreement for the Station (the Local Marketing Agreement), pursuant to which, following the effective date thereof, Buyer shall provide programming on the Station pending the Closing of the transactions contemplated by this Agreement.

Therefore, the parties agree as follows:

ARTICLE 1

ASSETS TO BE CONVEYED

1.1. Closing. Subject to Section 16.1 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 business (10) days after all of the conditions specified in Sections 10.2 and 11.2 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, and in such manner as the parties may otherwise agree. Notwithstanding the foregoing, the parties intend that, to the extent possible, the Closing shall be conducted by exchange of signatures by fax, mail, and/or overnight courier, and wire transfer of funds.

1.2. Station Assets. At the Closing, unless otherwise transferred on the effective date of the Local Marketing Agreement, Seller shall sell, assign, transfer and convey to Buyer or Buyers designated Affiliate, and Buyer shall purchase from Seller, all of the assets (but excluding the Excluded Assets) used in connection with the business and operation of the Station, including but not limited to the following:

(a) Sellers rights in and to all of the licenses, permits and other authorizations, including any temporary waiver or special temporary authorization, issued to Seller by the FCC or any other governmental authority currently in effect 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 (the Station Licenses) and all of Sellers rights in and to the call letters WJBR-FM;

(b) Sellers right and interest in and to the leased real property used in the conduct of the business and operation of the Station, together with any additions thereto or modifications or amendments thereof between the date hereof and the Closing Date (the Real Property);

(c) all equipment, antennas, cables, hardware, 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, including but not limited to that listed on Schedule 1.2(c) and, with respect to leased Personal Property, the equipment leased under any equipment leases listed on Schedule 1.2(d), together with any replacements thereof and additions thereto, made between the date hereof and the Closing Date (the Personal Property);

(d) subject to the provisions of Article 3 hereof, all Time Sales Agreements, the Real Property Leases, and all of Sellers rights under and interest in all Contracts listed in Schedule 1.2(d) hereto, together with all of Sellers 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 (the Assumed Contracts);

(e) all of Sellers rights in and to all registered and unregistered trademarks, trade names, service marks, franchises, copyrights, including registrations and applications for registration of any of them, jingles, logos, slogans, licenses, patents, Internet domain names, Internet URLs, Internet web sites, content and databases, permits and privileges, and other intangible property rights and interests applied for, issued to or owned by Seller for use in the conduct of the business and operation of the Station, including those listed in Schedule 1.2(e), together with any additions thereto between the date hereof and the Closing Date (the Intellectual Property);

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(f) all files, records, books of account, employment records of Station personnel, and logs relating to the operation of the Station, including, without limitation, receivable records, the Stations public inspection files, filings with the FCC related to the Station, invoices, statements, technical information and engineering data, sales correspondence, filings with the FCC, programming information and studies, advertising studies, marketing and demographic data, lists of advertisers, credit and sales reports, and copies of all written Contracts to be assigned hereunder;

(g) to the extent assignable, all rights under manufacturers and vendors warranties as exist at Closing and which relate to any of the Station Assets, as defined herein;

(h) all computer software and programs used or held for use in the operation of the Station;

(i) security deposits and prepaid expenses, to the extent that Seller receives an adjustment to the Purchase Price for such amounts pursuant to Section 5.1; and

(j) all other assets or properties not referred to above reflected on the Financial Statements or acquired for use by the Station or in connection with the operation of the Station after the date the last Financial Statement was delivered to Buyer, except any assets or properties disposed of after such date in the ordinary course of business consistent with Section 8.1.

The assets to be transferred to Buyer hereunder are hereinafter collectively referred to as the Station Assets. The Station Assets shall be transferred to Buyer free and clear of any Liens, except for Permitted Liens.

1.3. Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.2, the Station Assets shall not include the following (the Excluded Assets):

(a) Sellers books and records pertaining to the organization, existence or capitalization of Seller, and duplicate copies of such records as are necessary to enable Seller to file tax returns and reports;

(b) 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, and any interest in and to any refunds of federal, state or local franchise, income, or other taxes related to periods prior to the Closing;

(c) all insurance policies, except for any rights that may be assigned pursuant to Article 20 hereof, promissory notes, amounts due from employees, bonds, letters of credit, certificates of deposit, or other similar items, and any cash surrender value in regard thereto;

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(d) 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.

(e) subject to the Local Marketing Agreement, all accounts receivable and notes receivable arising in connection with the operation of the Station prior to the Closing Date and outstanding and uncollected as of the Closing Date (the Accounts Receivable); and

(f) the items listed on Schedule 1.3(f) hereof.

ARTICLE 2

PURCHASE PRICE

2.1. Purchase Price. The total consideration to be paid by Buyer for the Station Assets shall be Forty-Two Million Dollars ($42,000,000) (the Purchase Price), subject to upward or downward adjustment, as the case may be, on and after the Closing Date, pursuant to Article 5.

2.2. Payment of Purchase Price. Within two (2) Business Days following the execution and delivery of this Agreement by Buyer and Seller, Buyer shall deposit an Irrevocable Letter of Credit in the principal amount of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (the Initial Letter of Credit) with Star Media Group, Ltd. (Escrow Agent) to be held pursuant to the terms and conditions of an Escrow Agreement of date even herewith by and among Buyer, Seller, and Escrow Agent. In the event that the Closing has not occurred by March 1, 2007, Buyer shall deposit a second Irrevocable Letter of Credit in the principal amount of Seven Hundred Fifty Thousand Dollars ($750,000), with the Escrow Agent (the Second Letter of Credit). The Initial Letter of Credit and, if applicable, the Second Letter of Credit shall be deemed the Escrow Deposit. At the Closing, Buyer and Seller shall jointly instruct Escrow Agent to return Escrow Deposit to Buyer. Buyer shall pay the Purchase Price, as adjusted pursuant to Article 5, by wire transfer of immediately available federal funds pursuant to wire instructions that shall be delivered by Seller to Buyer at least two (2) Business Days prior to the Closing Date.

2.3. Holdback. There shall be no holdback of any portion of the Purchase Price at the Closing, provided that Seller maintains ownership of assets during the Survival Period sufficient, in Buyers commercially reasonable judgment, to secure potential claims that might arise under Section 15.1 hereto. In the event that, in Buyers reasonable judgment, Seller does not maintain ownership of assets (excluding the Station Assets) sufficient to secure potential claims that might arise under Section 15.1 hereto, Seller shall pay, by wire transfer of immediately available funds, Two Million Dollars ($2,000,000.00) (the Holdback) to Escrow Agent to be held pursuant to the terms and conditions of a Holdback Escrow Agreement. The Holdback shall be maintained in an interest-bearing account pending the expiration of the Survival Period, and shall be used to satisfy Buyers claims, if any, that may arise under Section 15.1 hereto. Upon the termination of the Survival Period, the balance of the Holdback, and any interest accrued thereon, shall be paid to Seller; provided, however, that in the event Buyer has made a claim pursuant to Section 15.1 that has not been resolved prior to the expiration of the Survival Period, the amount of such unresolved claim shall be held by Escrow Agent until such time that the claim has been resolved.

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ARTICLE 3

ASSUMPTION OF OBLIGATIONS

3.1. Assumption of Obligations. Subject to the provisions of this Article 3 and of Article 5 of this Agreement, unless otherwise provided in the Local Marketing Agreement, at the Closing Buyer shall assume and undertake to pay, satisfy or discharge the liabilities, obligations and commitments of Seller under the Station Assets, to the extent that either (1) the obligations and liabilities accrue or arise out of events occurring after the Effective Time or (2) the Purchase Price was reduced pursuant to Article 5 as a result of the proration or adjustment of such obligations and liabilities (Assumed Obligations).

3.2. Limitation. Except as set forth in Section 3.1 hereof, Buyer expressly does not, and shall not, assume or be deemed to assume, under this Agreement or otherwise by reason of the transactions contemplated hereby, any liabilities, obligations or commitments of Seller of any nature whatsoever.

3.3. Effect of Local Marketing Agreement. Simultaneously with the execution of this Agreement, Seller and Buyer are executing and delivering the Local Marketing Agreement. The term of the Local Marketing Agreement shall commence on October 1, 2006. To the extent that the Station Assets are assigned, the Assumed Obligations are assumed or assets and liabilities are prorated under the Local Marketing Agreement, any obligation of the Seller under this Agreement to assign such Station Assets, of the Buyer to assume such Assumed Obligations or of the parties to prorate such assets or liabilities, shall be deemed satisfied.

ARTICLE 4

REQUIRED CONSENTS

4.1. FCC Application. The assignment of the Station Licenses as contemplated by this Agreement is contingent upon the FCC Consent. No later than ten (10) days after the date that the parties execute this Agreement, Buyer and Seller shall file the FCC Application. Buyer may, at its discretion, designate an Affiliated entity to be the assignee of the Station Licenses, provided that such designation would not be reasonably expected to cause a material delay in obtaining the FCC Consent. Seller and Buyer shall thereafter prosecute the FCC Application with all reasonable diligence and otherwise use their commercially reasonable efforts to obtain the grant of the FCC Application as expeditiously as practicable. If reconsideration or judicial review is sought with respect to the FCC Consent, the party affected shall, in good faith, use its commercially reasonable efforts to oppose such efforts for reconsideration or judicial review; provided, however, that nothing herein shall be construed to limit either partys right to terminate this Agreement pursuant to Article 16 hereof.

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4.2. Other Governmental Consents. Promptly after the date of this Agreement, the parties shall prepare and file with the appropriate governmental authorities any other requests for approval or waiver that are required from such governmental authorities in connection with the transactions contemplated hereby and shall diligently and expeditiously prosecute, and shall cooperate fully with each other in the prosecution of, such requests for approval or waiver and all proceedings necessary to secure such approvals and waivers.

ARTICLE 5

PRORATIONS; ACCOUNTS RECEIVABLE

5.1. Proration of Expenses. All revenues and expenses arising from the conduct of the business and operation of the Station and ownership of the Station Assets shall be prorated between Buyer and Seller as of the Effective Time. Such prorations shall be based upon the principle that Seller shall be responsible for all liabilities and obligations incurred or accruing in connection with the operation of the Station and ownership of the Station Assets until the Effective Time, and Buyer shall be responsible for such liabilities and obligations incurred by Buyer thereafter. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes, business and license fees, FCC regulatory fees, utility expenses, any accrued sick time or vacation, liabilities and obligations under the Assumed Contracts, rents and similar prepaid and deferred items, except taxes arising by reason of the transfer of the Station Assets as contemplated hereby, which shall be paid in accordance with Section 13.2. To the extent not known, real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment as soon as the new tax rate and valuation can be ascertained. Notwithstanding the foregoing, there shall be no adjustment for, and Seller shall remain solely liable with respect to any obligations or liabilities not being assumed by Buyer in accordance with Article 3 hereof. There shall be no adjustment for Trade Agreements, provided, however, if Sellers aggregate obligations under the Trade Agreements, less the fair market value of all goods or services to be received under such Trade Agreements, exceeds $10,000 as of the Closing Date, then all amounts in excess of $10,000 shall be considered an operating expense of Seller to be pro-rated in accordance with this Section 5.1.

5.2. Payment of Proration Items. Three (3) Business Days prior to Closing, Seller shall deliver to Buyer a preliminary list of all items to be prorated pursuant to Section 5.1 (the Preliminary Proration Schedule), and, to the extent feasible, such prorations shall be credited against or added to the Purchase Price, as applicable, at Closing. In the event Buyer and Seller do not reach a final agreement on such prorations and adjustments at Closing, Seller shall deliver to Buyer a schedule of its proposed prorations and adjustments (the Proration Schedule) no later than forty-five (45) days after the Closing Date. The Proration Schedule shall be conclusive and binding upon Buyer unless Buyer provides Seller with written notice of objection (the Notice of Disagreement) within ten (10) days after Buyers receipt of the Proration Schedule, which notice shall state the prorations of expenses proposed by Buyer (the Buyers Proration Amount). Seller shall have ten (10) days from receipt of a Notice of Disagreement to accept or reject Buyers Proration Amount. If Seller rejects Buyers Proration Amount, and the amount in dispute exceeds

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$10,000, the dispute shall be submitted within ten (10) days to an accounting firm, mutually agreeable to the parties, that is unaffiliated with either party (the Referee) for resolution, such resolution to be made within twenty (20) days after submission to the Referee and to be final, conclusive and binding on Seller and Buyer. Buyer and Seller agree to share equally the cost and expenses of the Referee, but each party shall bear its own legal and other expenses, if any. If the amount in dispute is equal to or less than $10,000, such amount shall be divided equally between Buyer and Seller. Payment by Buyer or Seller, as the case may be, of the proration amounts determined pursuant to this Section 5.2 shall be due five (5) days after the last to occur of (i) Buyers acceptance of the Proration Schedule or Buyers failure to give Seller a timely Notice of Disagreement; (ii) Sellers acceptance of Buyers Proration Amount or failure to reject Buyers Proration Amount within ten (10) days after receipt of a Notice of Disagreement; (iii) Sellers rejection of Buyers Proration Amount in the event the amount in dispute equals or is less than $10,000; and (iv) notice to Seller and Buyer of the resolution of the disputed amount by the Referee in the event that the amount in dispute exceeds $10,000. Any payment required by Seller to Buyer or by Buyer to Seller, as the case may be, under this Section 5.2 shall be paid by check or wire transfer of immediately available federal funds to the account of the payee with a financial institution in the United States as designated by Seller in the Proration Schedule or by Buyer in the Notice of Disagreement (or by separate notice in the event that Buyer does not send a Notice of Disagreement). If either Buyer or Seller fails to pay when due any amount under this Section 5.2, interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such interest shall be payable upon demand.

5.3. Allocation. The parties shall use reasonable efforts to agree to an allocation of the Purchase Price pursuant to the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended, prior to Closing. For purposes of allocating the Purchase Price, Buyer shall obtain an appraisal, a copy of which Buyer shall provide to Seller within five (5) Business Days after Buyers receipt thereof. In the event the parties are unable to agree on an allocation of the Purchase Price, then Buyer and Seller shall use separate allocations in completing and filing Internal Revenue Code Form 8594 for federal income tax purposes.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

6.1. Organization and Standing. Buyer is a corporation organized, validly existing and in good standing under the laws of the State of Delaware and qualified to do business in the State of Delaware.

6.2. Authorization and Binding Obligation. Buyer has all necessary power and authority to enter into and perform under this Agreement and the transactions contemplated hereby, and Buyers execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary action on its part. This Agreement has been duly executed and delivered by Buyer and constitutes its valid and binding obligation, enforceable in accordance with its terms, except as limited by laws affecting creditors rights or equitable principles generally.

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6.3. Absence of Conflicting Agreements or Required Consents. Except as set forth in Article 4 with respect to FCC and other governmental consents, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Buyer: (a) do not and will not require the consent of any third party; (b) do not and will not violate any provisions of Buyers organizational documents; (c) do not and will not violate any applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority binding upon Buyer or its assets; and (d) do not and will not, either alone or with the giving of notice or the passage of time, or both, conflict with, constitute grounds for termination of or result in a breach of the terms, conditions or provisions of, or constitute a default under any agreement, instrument, license or permit to which Buyer is now subject.

6.4. Qualifications; Absence of Litigation.

(a) There are no facts which, under the Communications Act of 1934, as amended, or the existing rules and regulations of the FCC, would disqualify Buyer as the assignee of the Station Licenses. Except as set forth in Schedule 6.4, Buyer has no reason to believe that the FCC assignment contemplated herein will not be granted by the FCC in the ordinary course based upon Buyers qualifications to be the FCC licensee of the Station.

(b)There is no claim, litigation, proceeding or investigation pending or, to Buyers Knowledge, threatened against Buyer which seeks to enjoin or prohibit the transactions contemplated by this Agreement.

6.5. Bankruptcy. No insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Buyer, are pending or, to the best of Buyers Knowledge, threatened, and Buyer has not made any assignment for the benefit of creditors or taken any action which would constitute the basis for the institution of such insolvency proceedings.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

7.1. Organization and Standing. NM Operating is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. NM License is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Seller has all necessary power and authority to own, lease and operate the Station Assets and to carry on the business of the Station as now being conducted and as proposed to be conducted by Seller between the date hereof and the Closing Date.

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