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<SEC-DOCUMENT>0001021408-01-001243.txt : 20010224
<SEC-HEADER>0001021408-01-001243.hdr.sgml : 20010224
ACCESSION NUMBER: 0001021408-01-001243
CONFORMED SUBMISSION TYPE: 10-K
PUBLIC DOCUMENT COUNT: 21
CONFORMED PERIOD OF REPORT: 20001231
FILED AS OF DATE: 20010216

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: BEASLEY BROADCAST GROUP INC
CENTRAL INDEX KEY: 0001099160
STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832]
IRS NUMBER: 650960915
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231

FILING VALUES:
FORM TYPE: 10-K
SEC ACT:
SEC FILE NUMBER: 000-29253
FILM NUMBER: 1549458

BUSINESS ADDRESS:
STREET 1: 3033 RIVIERA DRIVE
STREET 2: SUITE 200
CITY: NAPLES
STATE: FL
ZIP: 34103
BUSINESS PHONE: 9412635000

MAIL ADDRESS:
STREET 1: 3033 RIVIERA DRIVE
STREET 2: SUITE 200
CITY: NAPLES
STATE: FL
ZIP: 34103
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-K
<TEXT>

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

FORM 10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 2000

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from to

Commission File Number: 0-29253

----------------

BEASLEY BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware 65-0960915
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)

3033 Riviera Drive, Suite 200
Naples, Florida 34103
(Address of principal executive offices and Zip Code)

(941) 263-5000
(Registrant's telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Act:

None

Securities Registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $.001 par value

----------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [_]

As of February 9, 2001, the aggregate market value of the Class A common
stock held by non-affiliates of the registrant was $90,650,850 based on the
closing price on The Nasdaq Stock Market's National Market on such date.

Class A Common Stock, $.001 par value 7,252,068 Shares Outstanding as of
February 9, 2001
Class B Common Stock, $.001 par value 17,021,373 Shares Outstanding as of
February 9, 2001

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

BEASLEY BROADCAST GROUP, INC.

FORM 10-K ANNUAL REPORT

FOR THE PERIOD ENDED DECEMBER 31, 2000

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I--Financial Information

Item 1. Business............................................................................... 1

Item 2. Properties............................................................................. 18

Item 3. Legal Proceedings...................................................................... 18

Item 4. Submission of Matters to a Vote of Security Holders.................................... 18

Part II--Other Information

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 19

Item 6. Selected Financial Data................................................................ 20

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 22

Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................. 30

Item 8. Financial Statements and Supplementary Data............................................ 31

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure... 54

Part III

Item 10. Directors and Executive Officers of the Registrant..................................... 54

Item 11. Executive Compensation................................................................. 56

Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 58

Item 13. Certain Relationships and Related Transactions......................................... 59

Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................... 61

Signatures...................................................................................... 64
</TABLE>

i
<PAGE>

PART I

ITEM 1. BUSINESS

Overview

We were founded in 1961 and are the 16th largest radio broadcasting company
in the United States based on 1999 gross revenues. After giving effect to our
pending acquisitions in Augusta, we will own and operate 44 stations, 28 FM and
16 AM. Our stations are located in eleven large and midsized markets primarily
located in the eastern United States. Nineteen of these stations are located in
seven of the nation's top fifty radio markets: Atlanta, Philadelphia, Boston,
Miami-Ft. Lauderdale, Las Vegas, New Orleans and West Palm Beach. Our station
groups rank among the three largest clusters, based on gross revenues, in seven
of our eleven markets and, collectively, our radio stations reach approximately
3.6 million people on a weekly basis. For the year ended December 31, 2000,
giving effect to acquisitions and dispositions completed during the period, as
well as the pending acquisitions mentioned above and our recent acquisitions in
Las Vegas and New Orleans, as if these acquisitions had been completed at the
beginning of the period, we had net revenues of $127.2 million, broadcast cash
flow of $40.7 million and a net loss of $38.8 million.

We seek to maximize revenues and broadcast cash flow by acquiring and
operating clusters of stations in high-growth large and midsized markets
located primarily in the eastern United States. Our radio stations program a
variety of formats, including urban, contemporary hit radio and country, which
target the demographic groups in each market that we consider the most
attractive to our advertisers. The combination of our market clusters and our
advertising, sales and programming expertise has enabled us to achieve strong
same station revenue and broadcast cash flow growth demonstrated as follows:

. same station net revenues increased 10.8% for the year ended December 31,
2000 compared to the same period in 1999; and

. same station broadcast cash flow increased 17.8% for the year ended
December 31, 2000 compared to the same period in 1999.

For the periods presented above, we calculate same station results by
comparing the performance of radio stations operated by us at December 31, 2000
to the performance of those same stations, whether or not operated by us, in
the corresponding period of the prior year. These results include the effect of
barter revenues and expenses. Same station results exclude the Las Vegas and
New Orleans stations we recently acquired as well as the Augusta stations we
have agreed to acquire. They also exclude WPTP-FM in the Philadelphia market,
which changed formats during the fourth quarter of 2000.

We are led by our Chairman and Chief Executive Officer, George G. Beasley,
who has 40 years of experience in the radio broadcasting industry. Under Mr.
Beasley's guidance, excluding the stations that we currently own, we have
acquired and disposed of a total of 52 radio stations, including stations in
Los Angeles, Chicago, New Orleans, Orlando and Cleveland. We acquired these 52
stations for an aggregate acquisition price of approximately $168.0 million and
the total consideration that we received upon disposition was valued at
approximately $346.1 million. Mr. Beasley is supported by a management team
with an average of 17 years of experience in the radio broadcasting industry.
Mr. Beasley and our management team have established a track record of
acquiring and operating a substantial portfolio of well run radio stations and,
in several instances, have demonstrated the ability to reposition and turn
around under-performing stations. We believe that we are well positioned to
continue to realize cash flow growth from our existing stations and to acquire
and operate new radio stations in both existing and new markets with positive
demographic trends and growth characteristics.

Recent Events

On November 6, 2000, we changed the format at WPTP-FM in the Philadelphia
market. In connection with this format change, we incurred certain one-time
expenses, which were recorded in the statement of operations during the fourth
quarter of 2000. We expect revenues, station operating expenses, and broadcast
cash flow at WPTP-FM to decrease during the early stages of this transition.
<PAGE>

On November 13, 2000, we entered into an agreement to purchase two FM radio
stations in the Augusta market for an aggregate purchase price of approximately
$12.0 million. We intend to finance this acquisition through our credit
facility. The consummation of the pending transaction is subject to certain
conditions, including the approval of the FCC. Although we believe these
closing conditions are customary for transactions of this type, these
conditions may not be satisfied. We expect to close on this transaction during
the second quarter of 2001.

On December 28, 2000, we sold all of the radio towers and related real
estate assets owned by Beasley Broadcast Group to Beasley Family Towers, Inc.,
which is owned by George G. Beasley, B. Caroline Beasley, Bruce G. Beasley,
Brian E. Beasley, Bradley C. Beasley and Robert E. Beasley for approximately
$5.1 million. The purchase price was paid with an unsecured note payable to us
from Beasley Family Towers bearing interest at the applicable federal rate. In
connection with this transaction, we entered into twenty-year lease agreements
to lease the radio towers from Beasley Family Towers. Annual rent under these
leases is expected to be approximately $467,000.

On January 14, 2000, we purchased 600,000 shares of common stock of
FindWhat.com in exchange for a $3.0 million promissory note. On December 31,
2000, we considered a decline in market value to be other than temporary and
recorded an unrealized loss on this investment of approximately $2.4 million.

On December 29, 1998, we filed a lawsuit in the Circuit Court of the
Eleventh Judicial Circuit, Miami-Dade County, against the Florida Marlins Inc.,
Florida Marlins Baseball Team, Ltd., and Front Row Communications for breach of
contract and other related claims. The lawsuit is based on actions taken by the
Florida Marlins major league baseball team to trade or release key players of
the Marlins after the 1997 season, thereby transforming the Marlins into a non-
competitive team. On January 14, 2000, the court dismissed the Marlins' motion
for summary judgment. On May 22, 1999, the Marlins countersued for breach of
contract. On January 10, 2001, we settled both lawsuits with the other parties
with no material impact on the financial statements.

On January 31, 2001, we purchased the equity interest in three FM radio
stations in the Las Vegas market and two FM and one AM radio stations in the
New Orleans market for an aggregate purchase price of approximately $113.5
million. The acquisition was financed through our credit facility.

Initial Public Offering and Corporate Reorganization

On February 11, 2000, we offered and sold 6,850,000 shares of Class A common
stock. In connection with our initial public offering, we effected a corporate
reorganization. Before our reorganization, we were comprised of a series of
subchapter S corporations, a general partnership and a series of limited
partnerships and limited liability companies. The subchapter S corporations and
the general partnership held the operating assets of our radio stations and the
limited partnerships held the FCC licenses for our radio stations. Subchapter S
Corporations and partnerships are flow-through entities for federal and some
state and local income tax purposes. As a result, our combined net income for
federal and some state and local income tax purposes has been reported by and
taxed directly to the equity holders of these entities, rather than to us. In
connection with our initial public offering, our subchapter S corporation
status of these entities terminated, and we became subject to federal and
applicable state and local corporate income tax as a subchapter C corporation.

After our reorganization, the various entities comprising our business
became indirect, wholly-owned subsidiaries of Beasley Broadcast Group. To
effect this corporate reorganization:

. George G. Beasley and members of his immediate family contributed their
equity interests in those entities to Beasley Broadcast Group in exchange
for a total of 17,021,373 shares of Class B common stock of Beasley
Broadcast Group; and

. two of our general managers contributed their equity interests in two of
the entities to Beasley Broadcast Group in exchange for a total of
402,068 shares of Class A common stock of Beasley Broadcast Group.

2
<PAGE>

Immediately after these contribution transactions, Beasley Broadcast Group
contributed the capital stock and partnership interests it acquired to Beasley
Mezzanine Holdings, LLC, in exchange for all the membership interests in
Beasley Mezzanine Holdings. As a result, Beasley Mezzanine Holdings became a
wholly-owned subsidiary of Beasley Broadcast Group and our radio station assets
are owned by a series of wholly-owned subsidiaries of Beasley Mezzanine
Holdings.

Operating Strategy

The principal components of our operating strategy are to:

. Develop Market-Leading Clusters. We seek to secure and maintain a
leadership position in the markets we serve by creating clusters of
multiple stations in each of our markets. Our station groups rank among
the three largest clusters, based on gross revenues, in seven of our
eleven markets. We operate our stations in clusters to capture a variety
of demographic listener groups, which enhances our stations' appeal to a
wide range of advertisers. In addition, we have been able to achieve
operating efficiencies by strategically aligning our sales and
promotional efforts and consolidating broadcast facilities where possible
to minimize duplicative management positions and reduce overhead
expenses. Finally, we believe that strategic acquisitions of additional
stations in existing clusters positions us to capitalize on our market
expertise and existing relationships with local advertisers to increase
revenues of the acquired stations.

. Conduct Extensive Market Research. We conduct extensive market research
to enhance our ratings and in certain circumstances to identify
opportunities to reformat a station to reach an underserved demographic
group. Our research, programming and marketing strategy combines thorough
research with an assessment of our competitors' vulnerabilities and
overall market dynamics in order to identify specific audience and
formatting opportunities within each market. Using this research, we
tailor our programming, marketing and promotions on each station to
maximize its appeal to its target audience and to respond to the changing
preferences of our listeners.

. Establish Strong Local Brand Identity. Our stations pursue a variety of
programming and marketing initiatives designed to develop a distinctive
identity and to strengthen the stations' local brand or franchise. In
addition, through our research, programming and promotional initiatives,
we create a marketable identity for our stations to enhance audience
share and listener loyalty. As part of this objective, we promote
nationally recognized on-air personalities and local sports programming
at a number of our stations. For example, we broadcast nationally-
syndicated shows such as "Howard Stern" and we are the flagship station
for the Miami Dolphins, Florida Marlins, Florida Panthers and Miami
Hurricanes on our sports station in the Miami-Ft. Lauderdale market.

. Build Relationship-Oriented Sales Staff and Emphasize Focused Marketing
and Promotional Initiatives. We seek to gain advertising revenue share in
each of our markets by utilizing our relationship-oriented sales staff to
lead local and national marketing and promotional initiatives. We design
our sales efforts based on advertiser demand and market conditions. Our
stations have an experienced and stable sales force with an average of
three years experience with Beasley Broadcast Group. In addition, we
provide our sales force with extensive training, competitive compensation
and performance based incentives. Our stations also engage in special
local promotional activities such as concerts featuring nationally
recognized performers, contests, charitable events and special community
events. Our experienced sales staff and these promotional initiatives
help strengthen our relationship with our advertisers and listening
community.

. Hire, Develop and Motivate Strong Local Management Teams. Our station
general managers have been with Beasley Broadcast Group for an average of
approximately nine years, and a substantial majority operate under
employment contracts. We believe that broadcasting is primarily a
locally-based business and much of its success is based on the efforts of
local management teams. We believe that our station managers have been
able to recruit, develop, motivate and train superior management teams.
We

3
<PAGE>

offer competitive compensation packages with performance-based incentives
for our key employees. In addition, we provided employees with
opportunities for personal growth and advancement through extensive
training, seminars and other educational initiatives.

. Enhance Broadcast Cash Flow of Underutilized AM Stations. We seek to
selectively acquire and enhance the performance of major-market AM
stations serving niche markets. To enhance broadcast cash flows at these
radio stations, we sell blocks of time to providers of health, ethnic,
religious and other specialty formats.

Acquisition Strategy

Since June 1996, we have acquired or agreed to acquire 33 radio stations.
Our future acquisition strategy, which will focus on stations located in the
100 largest radio markets, is to:

. acquire additional radio stations in our current markets to further
enhance our market position;

. acquire existing clusters in new markets or establish a presence in new
markets where we believe we can build successful clusters over time;

. pursue swap opportunities with other radio station owners to build or
enhance our market clusters; and

. selectively acquire large-market AM stations serving attractive
demographic groups with specialty programming.

Internet Strategy

We have formed a division, Beasley Interactive, to create an Internet
presence for Beasley Broadcast Group that will complement our existing radio
business. We have also hired a team of creative directors to develop web page
content for our radio stations' web sites that reflects each station's
programming and brand. Our strategy is to create additional revenue streams
from advertising, e-commerce and web page development and support for
advertisers by capitalizing on the loyalty of our radio station listeners by
persuading them to use our stations' web sites.

From time to time, we expect to make strategic investments in Internet
companies that we believe are complementary to our radio broadcasting business
and that are available on commercially attractive terms. On January 14, 2000,
we purchased 600,000 shares of common stock of FindWhat.com, representing
approximately 4.8% of the outstanding capital stock, in exchange for $3.0
million, reflected by a promissory note. The outstanding amount due under the
promissory note may be offset by the purchase price of advertisements placed
by FindWhat.com with our radio stations. We have recorded an unrealized loss
on this investment. See "Management's Discussion and Analysis" for more
information. Also, in December 1999, we entered into an agreement to purchase
750,000 shares of preferred stock of eTour, Inc., representing approximately
2.8% of the outstanding capital stock, in exchange for $3.0 million of
advertising time from our radio stations.

4
<PAGE>

Station Portfolio

Our stations are clustered in demographically attractive and growing markets
located mostly in the eastern United States, including major markets such as
Atlanta, Philadelphia, Boston, Miami-Ft. Lauderdale, Las Vegas, New Orleans,
and West Palm Beach. The following table sets forth information about our
portfolio and the markets where we operate. The column entitled Beasley
Stations in the table includes radio stations in Augusta that we have agreed to
acquire.

<TABLE>
<CAPTION>
2000
Beasley
1995-1999 Beasley Market
2000 Radio Market 2000 Stations Revenue
Radio Market Average Annual Radio Market --------- -----------
Market Revenue Rank Revenue Growth Revenue Growth FM AM Share Rank
- ------ ------------ -------------- -------------- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Atlanta, GA............. 7 16.7% 10.1% -- 2 -- --
Philadelphia, PA........ 9 10.5 6.6 2 2 6.1% 5
Boston, MA.............. 10 14.8 12.0 -- 1 -- --
Miami-Ft. Lauderdale,
FL..................... 12 11.1 8.6 2 3 18.1 2
Las Vegas, NV........... 39 17.3 13.2 3 -- 13.8 3
New Orleans, LA......... 40 9.4 9.1 2 1 12.5 3
West Palm Beach, FL..... 44 10.5 11.0 -- 1 -- --
Ft. Myers-Naples, FL.... 74 10.3 8.3 4 1 35.7 1
Greenville-New Bern-
Jacksonville, NC....... 86 11.5 11.9 5 1 58.4 1
Fayetteville, NC........ 91 13.8 4.0 4 2 61.7 1
Augusta, GA............. 112 4.9 1.5 6 2 42.1 1
---- ----
Total................. 28 16
</TABLE>

For this report, we derived:

. the 2000 radio market revenue rank from BIA Research, Inc.

. the 1995-1999 radio market average annual revenue growth from Duncan's
Radio Market Guide (2000 ed.).

. the 2000 radio market revenue growth from Miller, Kaplan, Arase & Co.
(December 2000 ed.). Because information was not available from Miller,
Kaplan, Arase & Co. for the Atlanta, Boston, and West Palm Beach markets,
for these markets we used Duncan's Radio Market Guide (2000 ed.).

. our audience share and audience rank in target demographic data from
surveys of persons, listening Monday through Sunday, 6 a.m. to 12
midnight, in the indicated demographic, as set forth in the Fall 2000
radio market reports published by The Arbitron Ratings Company.

. our 2000 cluster market revenue rank and 2000 cluster market revenue
share data from Miller, Kaplan, Arase & Co. (December 2000 ed.).

. the viable station data for each market from Duncan's Radio Market Guide
(2000 ed.). Duncan's defines viable stations as stations that are active
and viable competitors for advertising dollars in a market.

We present radio station and market data assuming the completion of our
pending acquisitions. Further information about our radio stations on a market-
by-market basis follows.

ATLANTA, GA
2000 Radio Market Revenue Rank: 7

5
<PAGE>

Market Overview

Atlanta is the seventh largest radio market in the United States based on
2000 radio market revenue. Radio market revenues in the Atlanta market have
grown from approximately $170.0 million in 1995 to approximately $315.2 million
in 1999 at an average annual rate of 16.7%. Radio market revenue grew 10.1% in
2000, as compared to 1999. In 1999, there were 17 viable stations in the
Atlanta market.

PHILADELPHIA, PA
2000 Radio Market Revenue Rank: 9
2000 Cluster Market Revenue Share: 6.1%
2000 Cluster Market Revenue Rank: 5

<TABLE>
<CAPTION>
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- --------- ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
WXTU-FM 1983 country 25-54 4.1% 10t
WPTP-FM 1997 80's 25-49 1.7 17
WWDB-AM 1986 financial 35-64 men * --
WTMR-AM 1998 religious 35-64 * --
</TABLE>
- --------
t Tied for audience rank.
* Less than 1%.

Market Overview

Philadelphia is the ninth largest radio market in the United States based on
2000 radio market revenue. Radio market revenues in the Philadelphia market
have grown from approximately $192.2 million in 1995 to approximately $286.4
million in 1999 at an average annual rate of 10.5%. Radio market revenue grew
6.6% in 2000, as compared to 1999. In 1999, there were 19 viable stations in
the Philadelphia market.

BOSTON, MA
2000 Radio Market Revenue Rank: 10

Market Overview

Boston is the tenth largest radio market in the United States based on 2000
radio market revenue. Radio market revenues in the Boston market have grown
from approximately $171.0 million in 1995 to approximately $296.7 million in
1999 at an average annual rate of 14.8%. Radio market revenue grew 12.0% in
2000, as compared to 1999. In 1999, there were 18.5 viable stations in the
Boston market.

MIAMI-FT. LAUDERDALE, FL
2000 Radio Market Revenue Rank: 12
2000 Cluster Market Share: 18.1%
2000 Cluster Market Revenue Rank: 2

<TABLE>
<CAPTION>
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ----------- ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
WPOW-FM 1986 dance CHR 18-34 10.9% 2
WQAM-AM 1996 sports/talk 25-54 men 4.4 5t
WKIS-FM 1996 country 25-54 2.9 15
WWNN-AM 2000 health 35+ -- --
WHSR-AM 2000 foreign 25-54 -- --
language
</TABLE>
- --------
t Tied for audience rank.

6
<PAGE>

Market Overview

Miami-Ft. Lauderdale is the twelfth largest radio market in the United
States based on 2000 radio market revenue. Radio market revenues in the Miami-
Ft. Lauderdale market have grown from approximately $154.5 million in 1995 to
approximately $235.1 million in 1999 at an average annual rate of 11.1%. Radio
market revenue grew 8.6% in 2000, as compared to 1999. In 1999, there were 24.5
viable stations in the Miami-Ft. Lauderdale market.

LAS VEGAS, NV
2000 Radio Market Revenue Rank: 39
2000 Cluster Market Share: 13.8%
2000 Cluster Market Revenue Rank: 3

Market Overview

Las Vegas is the thirty-ninth largest radio market in the United States
based on 2000 radio market revenue. Radio market revenues in the Las Vegas
market have grown from approximately $38.0 million in 1995 to approximately
$71.9 million in 1999 at an average annual rate of 17.3%. Radio market revenue
grew 13.2% in 2000, as compared to 1999. In 1999, there were 19 viable stations
in the Las Vegas market.

NEW ORLEANS, LA
2000 Radio Market Revenue Rank: 40
2000 Cluster Market Share: 12.5%
2000 Cluster Market Revenue Rank: 3

Market Overview

New Orleans is the fortieth largest radio market in the United States based
on 2000 radio market revenue. Radio market revenues in the New Orleans market
have grown from approximately $41.6 million in 1995 to approximately $59.5
million in 1999 at an average annual rate of 9.4%. Radio market revenue grew
9.1% in 2000, as compared to 1999. In 1999, there were 14 viable stations in
the New Orleans market.

WEST PALM BEACH, FL
2000 Radio Market Revenue Rank: 44

7
<PAGE>

Market Overview

West Palm Beach is the forty-fourth largest radio market in the United
States based on 2000 radio market revenue. Radio market revenues in the West
Palm Beach market have grown from approximately $33.7 million in 1995 to
approximately $50.1 million in 1999 at an average annual rate of 10.5%. Radio
market revenue grew 11.0% in 2000, as compared to 1999. In 1999, there were
13.5 viable stations in the West Palm Beach market.

FT. MYERS-NAPLES, FL
2000 Radio Market Revenue Rank: 74
2000 Cluster Market Revenue Share: 35.7%
2000 Cluster Market Revenue Rank: 1

<TABLE>
<CAPTION>
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ---------------- ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
WJBX-FM 1998 alternative rock 18-34 men 14.8% 1
WXKB-FM 1995 adult CHR 18-49 women 11.6 1
WRXK-FM 1986 classic rock 25-54 men 9.4 1
WJPT-FM 1998 nostalgia 55+ 8.1 2t
WWCN-AM 1987 sports/talk 25-54 men 1.4 21t
</TABLE>
- --------
t Tied for audience rank.

Market Overview

Ft. Myers-Naples is the seventy-fourth largest radio market in the United
States based on 2000 radio market revenue. Radio market revenues in the Ft.
Myers-Naples market have grown from approximately $18.7 million in 1995 to
approximately $27.6 million in 1999 at an average annual rate of 10.3%. Radio
market revenue grew 8.3% in 2000, as compared to 1999. In 1999, there were 16.5
viable stations in the Ft. Myers-Naples market.

GREENVILLE-NEW BERN-JACKSONVILLE, NC
2000 Radio Market Revenue Rank: 86
2000 Cluster Market Revenue Share: 58.4%
2000 Cluster Market Revenue Rank: 1

<TABLE>
<CAPTION>
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------------ ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
WIKS-FM 1996 urban 25-54 11.8% 2
WSFL-FM 1991 classic rock 25-54 men 10.9 2t
WXNR-FM 1996 alternative rock 18-34 men 10.5 3t
WMGV-FM 1996 adult contemporary 25-54 women 10.0 3
WNCT-FM 1996 oldies 35-64 5.3 5
WNCT-AM 1996 Hispanic brokered 25-54 -- --
</TABLE>
- --------
t Tied for audience rank.

Market Overview

Greenville-New Bern-Jacksonville is the eighty-sixth largest radio market in
the United States based on 2000 radio market revenue. Radio market revenues in
the Greenville-New Bern-Jacksonville market have grown from approximately $14.6
million in 1995 to approximately $22.5 million in 1999 at an average annual
rate of 11.5%. Radio market revenue grew 11.9% in 2000, as compared to 1999. In
1999, there were 11 viable stations in the Greenville-New Bern-Jacksonville
market.

8
<PAGE>

FAYETTEVILLE, NC
2000 Radio Market Revenue Rank: 91
2000 Cluster Market Revenue Share: 61.7%
2000 Cluster Market Revenue Rank: 1

<TABLE>
<CAPTION>
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------ ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
WZFX-FM 1997 urban 18-49 16.2% 1
WKML-FM 1983 country 25-54 14.5 1
WFLB-FM 1996 oldies 35-64 8.4 4
urban/adult
WUKS-FM 1997 contemporary 25-54 7.2 5
WYRU-AM 1997 religious 35-64 1.2 18t
WAZZ-AM 1997 nostalgia 55+ * 35t
</TABLE>
- --------
t Tied for audience rank.
* Less than 1%.

Market Overview

Fayetteville is the ninety-first largest radio market in the United States
based on 2000 radio market revenue. Radio market revenues in the Fayetteville
market have grown from approximately $11.3 million in 1995 to approximately
$18.9 million in 1999 at an average annual rate of 13.8%. Radio market revenue
grew 4.0% in 2000, as compared to 1999. In 1999, there were 10 viable stations
in the Fayetteville market.

AUGUSTA, GA
2000 Radio Market Revenue Rank: 112
2000 Cluster Market Revenue Share: 42.1%
2000 Cluster Market Revenue Rank: 1

<TABLE>
<CAPTION>
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------------ ----------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
WGAC-AM 1993 news/talk/sports 35-64 13.0% 1
WKXC-FM pending country 25-54 11.1 1
WAJY-FM 1994 nostalgia 55+ 9.6 3
WCHZ-FM 1997 alternative rock 18-34 men 9.1 4t
WGOR-FM 1992 oldies 35-64 6.1 4
WSLT-FM pending adult contemporary 25-54 4.8 9t
WRDW-AM 2000 sports/talk 25-54 men 1.8 14t
WRFN-FM 2000 sports/talk 25-54 men -- --
</TABLE>
- --------
t Tied for audience rank.

Market Overview

Augusta is the one hundred twelfth largest radio market in the United States
based on 2000 radio market revenue. Radio market revenues in the Augusta market
have grown from approximately $13.9 million in 1995 to approximately $16.8
million in 1999 at an average annual rate of 4.9%. Radio market revenue grew
1.5% in 2000, as compared to 1999. In 1999, there were 14.5 viable stations in
the Augusta market.

Competition; Changes in Broadcasting Industry

The radio broadcasting industry is highly competitive. The success of each
of our stations depends largely upon its audience ratings and its share of the
overall advertising revenue within its market. Our stations compete for
listeners and advertising revenue directly with other radio stations within
their respective markets. Radio stations compete for listeners primarily on the
basis of program content that appeals to a particular demographic group. By
building a strong listener base consisting of a specific demographic group in
each of our markets, we are able to attract advertisers seeking to reach those
listeners.

9
<PAGE>

The following are some of the factors that are important to a radio
station's competitive position:

. management experience;

. the station's local audience rank in its market;

. transmitter power;

. assigned frequency;

. audience characteristics;

. local program acceptance; and

. the number and characteristics of other radio stations and other
advertising media in the market area.

In addition, we attempt to improve our competitive position with promotional
campaigns aimed at the demographic groups targeted by our stations and by sales
efforts designed to attract advertisers.

Despite the competitiveness within the radio broadcasting industry, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC. The number of radio stations that can operate in a given
market is limited by strict AM interference criteria and availability of FM
radio frequencies allotted by the FCC to communities in that market. The number
of stations that a single entity may operate in a market is further limited by
the FCC's multiple ownership rules that regulate the number of stations serving
the same area that may be owned or controlled by a single entity.

Our stations also compete for audiences and advertising revenues within
their respective markets directly with other radio stations, as well as with
other media such as newspapers, magazines, network and cable television,
outdoor advertising and direct mail. In addition, the radio broadcasting
industry is subject to competition from new media technologies that are being
developed or introduced such as:

. satellite delivered digital audio radio service, which could result in
the near term introduction of new subscriber-based satellite radio
services with numerous channels and sound quality equivalent to that of
compact discs;

. audio programming by cable systems, direct broadcast satellite systems,
internet content providers, personal communications services and other
digital audio broadcast formats;

. in-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently
occupied by traditional AM and FM radio services; and

. low power FM radio, which could result in additional FM radio broadcast
outlets that are designed to serve localized areas.

The radio broadcasting industry historically has grown despite the
introduction of new technologies for the delivery of entertainment and
information, such as television broadcasting, cable television, audio tapes and
compact discs. A growing population and greater availability of radios,
particularly car and portable radios, have contributed to this growth. We
cannot assure you, however, that this historical growth will continue or that
the development or introduction in the future of any new media technology will
not have an adverse effect on the radio broadcasting industry.

The FCC has adopted licensing and operating rules for satellite delivered
audio and in April 1997 awarded two licenses for this service. Satellite
delivered audio may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to local and/ or
national audiences. Digital technology also may be used in the future by
terrestrial radio broadcast stations either on existing or alternate
broadcasting frequencies, and the FCC has stated that it will consider making
changes to its rules to permit AM and FM radio stations to offer digital sound
following industry analysis of technical standards. In addition, the FCC has
authorized an additional 100 kHz of bandwidth for the AM band and has allotted
frequencies in this new band to certain existing AM station licensees that
applied for migration to the expanded AM band, subject to the requirement that
at the end of a transition period, those licensees return to the FCC either the
license for their existing AM band station or the license for the expanded AM
band station.

10
<PAGE>

We cannot predict what other matters might be considered in the future by
the FCC, nor can we assess in advance what impact, if any, the implementation
of any of these proposals or changes might have on our business.

We employ a number of on-air personalities and generally enter into
employment agreements with these personalities to protect our interests in
those relationships that we believe to be valuable. The loss of some of these
personalities could result in a short-term loss of audience share, but we do
not believe that the loss would have a material adverse effect on our business.

Federal Regulation Of Radio Broadcasting

The radio broadcasting industry is subject to extensive and changing
regulation of, among other things, program content, advertising content,
technical operations and business and employment practices. The ownership,
operation and sale of radio stations are subject to the jurisdiction of the
FCC. Among other things, the FCC:

. assigns frequency bands for broadcasting;

. determines the particular frequencies, locations, operating powers and
other technical parameters of stations;

. issues, renews, revokes, conditions and modifies station licenses;

. determines whether to approve changes in ownership or control of station
licenses;

. regulates equipment used by stations; and

. adopts and implements regulations and policies that directly affect the
ownership, operation and employment practices of stations.

The FCC has the power to impose penalties for violations of its rules or the
Communications Act, including the imposition of monetary forfeitures, the
issuance of short-term licenses, the imposition of a condition on the renewal
of a license, non-renewal of licenses and the revocation of operating
authority.

The following is a brief summary of some provisions of the Communications
Act and of specific FCC regulations and policies. The summary is not a
comprehensive listing of all of the regulations and policies affecting radio
stations. For further information concerning the nature and extent of federal
regulation of radio stations, you should refer to the Communications Act, FCC
rules and FCC public notices and rulings.

FCC Licenses. Radio stations operate pursuant to renewable broadcasting
licenses that are ordinarily granted by the FCC for maximum terms of eight
years. A station may continue to operate beyond the expiration date of its
license if a timely filed license renewal application is pending. During the
periods when renewal applications are pending, petitions to deny license
renewals can be filed by interested parties, including members of the public.
The FCC is required to hold hearings on a station's renewal application if a
substantial or material question of fact exists as to whether the station has
served the public interest, convenience and necessity. If, as a result of an
evidentiary hearing, the FCC determines that the licensee has failed to meet
certain requirements and that no mitigating factors justify the imposition of a
lesser sanction, then the FCC may deny a license renewal application.
Historically, FCC licenses have generally been renewed. We have no reason to
believe that our licenses will not be renewed in the ordinary course, although
there can be no assurance to that effect. The non-renewal of one or more of our
licenses could have a material adverse effect on our business.

The FCC classifies each AM and FM station. An AM station operates on either
a clear channel, regional channel or local channel. A clear channel is one on
which AM stations are assigned to serve wide areas. Clear channel AM stations
are classified as either: Class A stations, which operate on an unlimited time
basis and are designated to render primary and secondary service over an
extended area; Class B stations, which operate on an unlimited time basis and
are designed to render service only over a primary service area; or Class D AM

11
<PAGE>

stations, which operate either during daytime hours only, during limited times
only or on an unlimited time basis with low nighttime power. A regional channel
is one on which Class B and Class D AM stations may operate and serve primarily
a principal center of population and the rural areas contiguous to it. A local
channel is one on which AM stations operate on an unlimited time basis and
serve primarily a community and the immediately contiguous suburban and rural
areas. Class C AM stations operate on a local channel and are designed to
render service only over a primary service area that may be reduced as a
consequence of interference.

The minimum and maximum facilities requirements for an FM station are
determined by its class. FM class designations depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial
FM stations are classified as follows, in order of increasing power and antenna
height: Class A, B1, C3, B, C2, C1, C0 and C. The FCC recently adopted a new
rule that subjects Class C FM stations that do not satisfy a certain antenna
height requirement to an involuntary downgrade in class to Class C0 under
certain circumstances.

The following table sets forth the metropolitan market served, call letters,
FCC license classification, frequency, power and FCC license expiration date of
each of the stations that we will own or operate upon the purchase of radio
stations in Augusta. In many cases, our licenses are held by wholly-owned
subsidiaries. Pursuant to FCC rules and regulations, many AM radio stations are
licensed to operate at a reduced power during the nighttime broadcasting hours,
which results in reducing the radio station's coverage during the nighttime
hours of operation. Both power ratings are shown, where applicable. For FM
stations, the maximum effective radiated power in the main lobe is given.

<TABLE>
<CAPTION>
Expiration
Date of
FCC Power in FCC
Market Station Class Frequency Kilowatts License
- ------ ------- ----- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Atlanta, GA............. WAEC-AM B 860 kHz 5 kW day/.5 kW night 04/01/2004
WWWE-AM D 1100 kHz 5 kW day 04/01/2004
Philadelphia, PA........ WXTU-FM B 92.5 MHz 15.5 kW 08/01/2006
WPTP-FM B 96.5 MHz 17.0 kW 08/01/2006
WTMR-AM B 800 kHz 5 kW day/.5 kW night 06/01/2006
WWDB-AM D 860 kHz 10 kW day 08/01/2006
Boston, MA.............. WRCA-AM B 1330 kHz 5 kW 04/01/2006
Miami-Ft. Lauderdale,
FL..................... WQAM-AM B 560 kHz 5 kW day/1 kW night 02/01/2004
WPOW-FM C 96.5 MHz 100 kW 02/01/2004
WKIS-FM C 99.9 MHz 100 kW 02/01/2004
WWNN-AM B 1470 kHz 50 kW day/2.5 kW 02/01/2004
WHSR-AM B 980 kHz 5 kW day/1 kW night 02/01/2004
Las Vegas, NV........... KKLZ-FM C 96.3 MHz 100 kW 10/01/2005
KJUL-FM C 104.3 MHz 24.5 kW 10/01/2005
KSTJ-FM C2 105.5 MHz 3.7 kW 10/01/2005
New Orleans, LA......... WRNO-FM C 99.5 MHz 100 kW 06/01/2004
KMEZ-FM C3 102.9 MHz 4.7 kW 06/01/2004
WBYU-AM C 1450 kHz 1 kW 06/01/2004
West Palm Beach, FL..... WSBR-AM B 740 kHz 2.5 kW day/.94 kW night 02/01/2004
Ft. Myers-Naples, FL.... WXKB-FM C1 103.9 MHz 100 kW 02/01/2004
WRXK-FM C 96.1 MHz 100 kW 02/01/2004
WJBX-FM C2 99.3 MHz 50 kW 02/01/2004
WJST-FM A 106.3 MHz 6 kW 02/01/2004
WWCN-AM B 770 kHz 10 kW day/1 kW night 02/01/2004
Greenville-New Bern-
Jacksonsville, NC...... WSFL-FM C1 106.5 MHz 100 kW 12/01/2003
WIKS-FM C1 101.9 MHz 100 kW 12/01/2003
WNCT-AM B 1070 kHz 10 kW day/night 12/01/2003
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
Expiration
Date of
FCC Power in FCC
Market Station Class Frequency Kilowatts License
- ------ ------- ----- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
WNCT-FM C 107.9 MHz 100 kW 12/01/2003
WXNR-FM C2 99.5 MHz 16.5 kW 12/01/2003
WMGV-FM C1 103.3 MHz 100 kW 12/01/2003
Fayetteville, NC...... WZFX-FM C1 99.1 MHz 100 kW 12/01/2003
WKML-FM C 95.7 MHz 100 kW 12/01/2003
WFLB-FM C 96.5 MHz 100 kW 12/01/2003
WUKS-FM C3 107.7 MHz 5.2 kW 12/01/2003
WAZZ-AM C 1490 kHz 1 kW day/night 12/01/2003
WYRU-AM B 1160 kHz 5 kW day/.25 kW night 12/01/2003
Augusta, GA........... WGAC-AM B 580 kHz 5 kW day/1 kW night 04/01/2004
WGOR-FM C3 93.9 MHz 13 kW 04/01/2004
WCHZ-FM C3 95.1 MHz 5.7 kW 04/01/2004
WAJY-FM A 102.7 MHz 3 kW 12/01/2003
WRFN-FM A 93.1 MHz 4.1 kW 04/01/2004
WRDW-AM B 1480 kHz 5 kW day/night 04/01/2004
WKXC-FM C2 99.5 MHz 24 kW 12/01/2003
WSLT-FM A 98.3 MHz 2.8 kW 12/01/2003
</TABLE>

Transfers or Assignment of License. The Communications Act prohibits the
assignment of broadcast licenses or the transfer of control of a broadcast
licensee without the prior approval of the FCC. In determining whether to grant
such approval, the FCC considers a number of factors pertaining to the licensee
and proposed licensee, including:

. compliance with the various rules limiting common ownership of media
properties in a given market;

. the character of the licensee and those persons holding attributable
interests in the licensee; and

. compliance with the Communications Act's limitations on alien ownership
as well as compliance with other FCC regulations and policies.

To obtain FCC consent to assign or transfer control of a broadcast license,
appropriate applications must be filed with the FCC. If the application
involves a substantial change in ownership or control, the application must be
placed on public notice for not less than 30 days during which time petitions
to deny or other objections against the application may be filed by interested
parties, including members of the public. These types of petitions are filed
from time to time with respect to proposed acquisitions. Informal objections to
assignment and transfer of control applications may be filed at any time up
until the FCC acts on the application. If the application does not involve a
substantial change in ownership or control, it is a pro forma application. The
pro forma application is nevertheless subject to having informal objections
filed against it. When passing on an assignment or transfer application, the
FCC is prohibited from considering whether the public interest might be served
by an assignment or transfer of the broadcast license to any party other than
the assignee or transferee specified in the application. If the FCC grants an
assignment or transfer application, interested parties have 30 days from public
notice of the grant to seek reconsideration of that grant. The FCC usually has
an additional ten days to set aside the grant on its own motion.

Multiple Ownership Rules. The Communications Act and FCC rules impose
specific limits on the number of commercial radio stations an entity can own in
a single market. These rules may preclude us from acquiring certain stations we
might otherwise seek to acquire. The rules also effectively prevent us from
selling stations in a market to a buyer that has reached its ownership limit in
the market unless that buyer divests other stations. The local radio ownership
rules are as follows:

. in markets with 45 or more commercial radio stations, ownership is
limited to eight commercial stations, no more than five of which can be
either AM or FM;

. in markets with 30 to 44 commercial radio stations, ownership is limited
to seven commercial stations, no more than four of which can be either AM
or FM;

13
<PAGE>

. in markets with 15 to 29 commercial radio stations, ownership is limited
to six commercial stations, no more than four of which can be either AM
or FM; and

. in markets with 14 or fewer commercial radio stations, ownership is
limited to five commercial stations or no more than 50% of the market's
total, whichever is lower, and no more than three of which can be either
AM or FM.

The FCC is also reportedly considering proposing a policy that would give
special review to a proposed transaction if it would enable a single owner to
attain a high degree of revenue concentration in a market. In connection with
this, the FCC has invited comment on the impact of concentration in public
notices concerning proposed transactions, and has delayed or refused its
consent in some cases because of revenue concentration.

The FCC has revised its radio/television cross-ownership rule to allow for
greater common ownership of television and radio stations. The revised
radio/television cross-ownership rule permits a single owner to own up to two
television stations, consistent with the FCC's rules on common ownership of
television stations, together with one radio station in all markets. In
addition, an owner will be permitted to own additional radio stations, not to
exceed the local ownership limits for the market, as follows:

. in markets where 20 media voices will remain after the consummation of
the proposed transaction, an owner may own an additional 5 radio
stations, or, if the owner only has one television station, an additional
6 radio stations; and

. in markets where 10 media voices will remain after the consummation of
the proposed transaction, an owner may own an additional 3 radio
stations.

A media voice includes each independently-owned, full power television and
radio station and each daily newspaper, plus one voice for all cable television
systems operating in the market.

In addition to the limits on the number of radio stations and
radio/television combinations that a single owner may own, the FCC's
broadcast/newspaper cross-ownership rule prohibits the same owner from owning a
broadcast station and a daily newspaper in the same geographic market.

The FCC generally applies its ownership limits to attributable interests
held by an individual, corporation, partnership or other association. In the
case of corporations controlling broadcast licenses, the interests of officers,
directors and those who, directly or indirectly, have the right to vote 5% or
more of the corporation's voting stock are generally attributable. In addition,
certain passive investors are attributable if they hold 20% or more of the
corporation's voting stock. The FCC recently revoked a rule that formerly
provided that interests of minority shareholders in a corporation were not
attributable if a single entity or individual held 50% or more of that
corporation's voting stock. In revoking the rule, the FCC has, however,
grandfathered as non-attributable those minority stock interests that were held
as of the date of the FCC's order.

The FCC has adopted a rule, known as the equity-debt-plus rule, that causes
certain creditors or investors to be attributable owners of a station,
regardless of whether there is a single majority stockholder. Under this new
rule, a major programming supplier or a same-market owner will be an
attributable owner of a station if the supplier or owner holds debt or equity,
or both, in the station that is greater than 33% of the value of the station's
total debt plus equity. A major programming supplier includes any programming
supplier that provides more than 15% of the station's weekly programming hours.
A same-market owner includes any attributable owner of a media company,
including broadcast stations, cable television and newspapers, located in the
same market as the station, but only if the owner is attributable under an FCC
attribution rule other than the equity-debt-plus rule. The attribution rules
limit the number of radio stations we may acquire or own in any market.

Alien Ownership Rules. The Communications Act prohibits the issuance or
holding of broadcast licenses by persons who are not U.S. citizens, whom the
FCC rules refer to as "aliens," including any corporation if more than 20% of
its capital stock is owned or voted by aliens. In addition, the FCC may
prohibit any corporation from holding a broadcast license if the corporation is
controlled by any other

14
<PAGE>

corporation of which more than 25% of the capital stock is owned of record or
voted by aliens, if the FCC finds that the prohibition is in the public
interest. Our certificate of incorporation prohibits the ownership, voting and
transfer of our capital stock in violation of the FCC restrictions, and
prohibits the issuance of capital stock or the voting rights such capital stock
represents to or for the account of aliens or corporations otherwise subject to
domination or control by aliens in excess of the FCC limits. The certificate of
incorporation authorizes our board of directors to enforce these prohibitions.
For example, the certificate of incorporation provides for the redemption of
shares of our capital stock by action of the board of directors to the extent
necessary to comply with these alien ownership restrictions.

Time Brokerage Agreements. Over the past few years, a number of radio
stations have entered into what have commonly been referred to as time
brokerage agreements. While these agreements may take varying forms, under a
typical time brokerage agreement, separately owned and licensed radio stations
agree to enter into cooperative arrangements of varying sorts, subject to
compliance with the requirements of antitrust laws and with FCC's rules and
policies. Under these arrangements, separately-owned stations could agree to
function cooperatively in programming, advertising sales and similar matters,
subject to the requirement that the licensee of each station maintain
independent control over the programming and operations of its own station. One
typical type of time brokerage agreement is a programming agreement between two
separately-owned radio stations serving a common service area, whereby the
licensee of one station provides substantial portions of the broadcast
programming for airing on the other licensee's station, subject to ultimate
editorial and other controls being exercised by the latter licensee, and sells
advertising time during those program segments.

The FCC's rules provide that a radio station that brokers more than 15% of
the weekly broadcast time on another station serving the same market will be
considered to have an attributable ownership interest in the brokered station
for purposes of FCC's local radio ownership limits. As a result, in a market
where we own a radio station, we would not be permitted to enter into a time
brokerage agreement with another radio station in the same market if we could
not own the brokered station under the multiple ownership rules, unless our
programming on the brokered station constituted 15% or less of the brokered
station's programming time on a weekly basis. FCC rules also prohibit a
broadcast station from duplicating more than 25% of its programming on another
station in the same broadcast service, that is AM-AM or FM-FM through a time
brokerage agreement where the brokered and brokering stations which it owns or
programs serve substantially the same area.

Programming and Operations. The Communications Act requires broadcasters to
serve the public interest. The FCC gradually has relaxed or eliminated many of
the more formalized procedures it had developed in the past to promote the
broadcast of certain types of programming responsive to the needs of a
station's community of license. A licensee continues to be required, however,
to present programming that is responsive to issues of the station's community
of license and to maintain records demonstrating this responsiveness.
Complaints from listeners concerning a station's programming often will be
considered by the FCC when it evaluates renewal applications of a licensee,
although listener complaints may be filed at any time, are required to be
maintained in the station's public file and generally may be considered by the
FCC at any time. Stations also must pay regulatory and application fees and
follow various rules promulgated under the Communications Act. Those rules
regulate, among other things, political advertising, sponsorship
identifications, the advertisement of contests and lotteries, obscene and
indecent broadcasts and technical operations, including limits on human
exposure to radio frequency radiation.

On January 20, 2000, the FCC adopted new rules prohibiting employment
discrimination by broadcast stations on the basis of race, religion, color,
national origin, and gender; and requiring broadcasters to implement programs
to promote equal employment opportunities at their stations. The rules
generally require broadcast stations to disseminate information about job
openings widely so that all qualified applicants, including minorities and
women, have an adequate opportunity to compete for the job. Broadcasters may
fulfill this requirement by sending the station's job vacancy information to
organizations that request it, participating in community outreach programs, or
designing an alternative recruitment program. Broadcasters with five or

15
<PAGE>

more full-time employees must place in their public files annually a report
detailing their recruitment efforts and must file a statement with the FCC
certifying compliance with the rules every two years. Broadcasters with ten or
more full-time employees must file their annual reports with the FCC midway
through their license term. Broadcasters also must file employment information
with the FCC annually for statistical purposes. The FCC recently suspended the
effectiveness of its EEO rules in response to a January 16, 2001 decision of
the Court of Appeals for the District of Columbia Circuit, which vacated the
FCC's rules.

The FCC recently issued a decision holding that a broadcast station may not
deny a candidate for federal political office a request for broadcast
advertising time solely on the grounds that the amount of time requested is not
the standard length of time which the station offers to its commercial
advertisers. This decision is currently being reconsidered by the FCC. The
effect that this FCC decision will have on our programming and commercial
advertising operations is uncertain.

Proposed and Recent Changes. Congress and the FCC may in the future consider
and adopt new laws, regulations and policies regarding a wide variety of
matters that could affect, directly or indirectly, the operation, ownership and
profitability of our radio stations, including the loss of audience share and
advertising revenues for our radio stations, and an inability to acquire
additional radio stations or to finance those acquisitions. Such matters may
include:

. changes in the FCC's cross-interest, multiple ownership and attribution
policies including the definition of the local market for multiple
ownership purposes;

. regulatory fees, spectrum use fees or other fees on FCC licenses;

. streaming fees for radio;

. foreign ownership of broadcast licenses;

. restatement in revised form of FCC's equal employment opportunity rules
and revisions to the FCC's rules relating to political broadcasting,
including free air time to candidates;

. technical and frequency allocation matters; and

. proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages on radio.

The FCC currently is considering standards for evaluating, authorizing, and
implementing terrestrial digital audio broadcasting technology, including In-
Band On-Channel(TM) technology for FM radio stations. Digital audio
broadcasting's advantages over traditional analog broadcasting technology
include improved sound quality and the ability to offer a greater variety of
auxiliary services. In-Band On-Channel technology would permit an FM station to
transmit radio programming in both analog and digital formats, or in digital
only formats, using the bandwidth that the radio station is currently licensed
to use. It is unclear what regulations the FCC will adopt regarding Digital
Audio Broadcasting or In-Band On-Channel technology and what effect such
regulations would have on our business or the operations of its radio stations.

On January 20, 2000, the FCC voted to adopt rules creating a new low power
FM radio service. The new low power stations will operate at a maximum power of
between 10 and 100 watts in the existing FM commercial and non-commercial band.
Low power stations may be used by governmental and non-profit organizations to
provide noncommercial educational programming or public safety and
transportation radio services. No existing broadcaster or other media entity,
including us, will be permitted to have an ownership interest or enter into any
program or operating agreement with any low power FM station. During the first
two years of the new service, applicants must be based in the area that they
propose to serve. Applicants will not be permitted to own more than one station
nationwide during the initial two year period. After the initial two year
period, entities will be allowed to own up to five stations nationwide, and
after three years, the limit will be raised to ten stations nationwide. A
single person or entity may not own two low power stations whose transmitters
are less than seven miles from each other. The authorizations for the new
stations will not be transferable. The FCC has begun to accept applications for
new low power FM stations.

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<PAGE>

At this time, it is difficult to assess the competitive impact of these new
stations. The new low power stations must comply with certain technical
requirements aimed at protecting existing FM radio stations from interference,
although we cannot be certain of the level of interference that low power
stations will cause after they begin operating. Moreover, if low power FM
stations are licensed in the markets in which we operate our stations, the low
power stations may compete for listeners and advertisers. The low power
stations may also limit our ability to obtain new license or to modify our
existing facilities. Any of these events may materially and adversely impact
our operating performance.

Finally, the FCC has adopted procedures for the auction of broadcast
spectrum in circumstances where two or more parties have filed for new or major
change applications which are mutually exclusive. Such procedures may limit our
efforts to modify or expand the broadcast signals of our stations.

We cannot predict what other matters might be considered in the future by
the FCC or Congress, nor can we judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on our business.

Federal Antitrust Laws. The agencies responsible for enforcing the federal
antitrust laws, the Federal Trade Commission or the Department of Justice, may
investigate certain acquisitions. We cannot predict the outcome of any specific
FTC or Department of Justice investigation. Any decision by the FTC or the
Department of Justice to challenge a proposed acquisition could affect our
ability to consummate the acquisition or to consummate it on the proposed
terms.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Act requires the parties to file Notification and Report Forms concerning
antitrust issues with the FTC and the Department of Justice and to observe
specified waiting period requirements before consummating the acquisition. If
the investigating agency raises substantive issues in connection with a
proposed transaction, then the parties frequently engage in lengthy discussions
or negotiations with the investigating agency concerning possible means of
addressing those issues, including restructuring the proposed acquisition or
divesting assets. In addition, the investigating agency could file suit in
federal court to enjoin the acquisition or to require the divestiture of
assets, among other remedies. Acquisitions that are not required to be reported
under the Hart-Scott-Rodino Act may be investigated by the FTC or the
Department of Justice under the antitrust laws before or after consummation. In
addition, private parties may under certain circumstances bring legal action to
challenge an acquisition under the antitrust laws.

As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that local marketing
agreements, joint sales agreements, time brokerage agreements and other similar
agreements customarily entered into in connection with radio station transfers
could violate the Hart-Scott-Rodino Act if such agreements take effect prior to
the expiration of the waiting period under the Hart-Scott-Rodino Act.
Furthermore, the Department of Justice has noted that joint sales agreements
may raise antitrust concerns under Section 1 of the Sherman Act and has
challenged joint sales agreements in certain locations. The Department of
Justice also has stated publicly that it has established certain revenue and
audience share concentration benchmarks with respect to radio station
acquisitions, above which a transaction may receive additional antitrust
scrutiny. However, to date, the Department of Justice has also investigated
transactions that do not meet or exceed these benchmarks and has cleared
transactions that do exceed these benchmarks.

Employees

On December 31, 2000, we had a staff of 459 full-time employees and 163
part-time employees. We are a party to a collective bargaining agreement with
the American Federation of Television and Radio Artists. This agreement applies
only to some employees at WXTU-FM in Philadelphia. The collective bargaining
agreement expired on March 31, 2000; however we continue to operate under the
same provisions as we renegotiate the agreement. We believe that our relations
with our employees are good.

17
<PAGE>

Environmental

As the owner, lessee or operator of various real properties and facilities,
we are subject to various federal, state and local environmental laws and
regulations. Historically, compliance with these laws and regulations has not
had a material adverse effect on our business. There can be no assurance,
however, that compliance with existing or new environmental laws and
regulations will not require us to make significant expenditures of funds.

ITEM 2. PROPERTIES

The types of facilities required to support each of our radio stations
include offices, studios and transmitter and antenna sites. We typically lease
our studio and office space with lease terms that expire in six months to ten
years, although we do own some of our facilities. Our principal executive
offices are located at 3033 Riviera Drive, Suite 200, Naples, Florida 34103. We
lease that building from an affiliated company. We currently have a month to
month lease and we pay approximately $7,400 per month. We lease a majority of
our main transmitter and antenna sites from related parties. The transmitter
and antenna site for each station is generally located so as to provide maximum
market coverage, consistent with the station's FCC license.

No one facility is material to us. We believe that our facilities are
generally in good condition and suitable for our operations. However, we
continually look for opportunities to upgrade our facilities and may do so in
the future. Substantially all of our properties and equipment serve as
collateral for our obligations under our credit facility.

ITEM 3. LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental to
the conduct of our business, but we are not a party to any lawsuit or
proceeding which, in the opinion of management, is likely to have a material
adverse effect on us.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.

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<PAGE>

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Beasley Broadcast Group has two authorized and outstanding classes of equity
securities: Class A common stock, $.001 par value, and Class B commons stock,
$.001 par value. Class A common stock began trading on Nasdaq's National Market
System on February 11, 2000. There is no established public trading market for
our Class B common stock.

Beasley Broadcast Group did not pay any dividends in the year 2000.
Quarterly high and low stock prices are shown below:

<TABLE>
<CAPTION>
High Low
------ -----
<S> <C> <C>
February 11--March 31, 2000..................................... 14.125 9.250
Second Quarter.................................................. 14.750 7.750
Third Quarter................................................... 15.813 9.688
Fourth Quarter.................................................. 9.953 7.563
</TABLE>

Before our reorganization, the various subchapter S corporations and
partnerships comprising Beasley Broadcast Group have occasionally made cash
distributions to their equity holders. As a public company, we expect to retain
earnings, if any, for use in the operation and expansion of our business. We do
not anticipate paying any cash dividends in the foreseeable future.
Additionally, our credit facility prohibits us from paying cash dividends and
restricts our ability to make other distributions with respect to our capital
stock.

To effect our reorganization and pursuant to the Beasley Broadcast Group,
Inc. Contribution Agreement dated as of November 23, 1999, we agreed to issue
shares of our Class A common stock to Reed Miami Holdings, Inc. and J. Daniel
Highsmith in exchange for all of their interests held in Beasley-Reed
Acquisition Partnership and Beasley Broadcasting of Eastern North Carolina,
Incorporated. Under this agreement, Reed Miami Holdings, Inc. and Mr. Highsmith
received, on February 11, 2000, a total of 402,068 shares of Class A common
stock, which is the number of shares having the value of their pre-offering
interest in the entities that will become Beasley Broadcast Group, Inc.
Therefore, based on the initial public offering price of $15.50, Beasley
Broadcast Group received approximately $6.2 million of value for the interests
in Beasley-Reed Acquisition Partnership and Beasley Broadcasting of Eastern
North Carolina, Incorporated in exchange for approximately $6.2 million of
shares of its Class A common stock. These transactions were effected without
registration under the Securities Act in reliance upon the exemptions from
registration contained in Section 4(2) of the Securities Act. Section 4(2)
exempts transactions by an issuer not involving a public offering from the
provisions of Securities Act Section 5. We offered Class A common stock to
these stockholders, each of whom is an accredited investor under Rule 501 under
the Securities Act and each of whom is actively involved in the management of
radio stations owned by the registrant, on a private basis not involving a
public offering.

Additionally, pursuant to the Beasley Broadcast Group, Inc. Contribution
Agreement dated as of November 23, 1999, we also agreed to issue shares of our
Class B common stock to George G. Beasley, members of his immediate family and
affiliated trusts in exchange for all the interests held by these persons in
the companies we now hold. Under this agreement, the Beasley family members and
affiliated trusts received on February 11, 2000 a total of 17,021,373 shares of
Class B common stock, which is the number of shares having the value of their
pre-offering interest in the entities that will become Beasley Broadcast Group,
Inc. Therefore, based on the initial public offering price of $15.50 for Class
A common stock, Beasley Broadcast Group received approximately $263.8 million
of value for the interests in the entities that became Beasley Broadcast Group
in exchange for approximately $263.8 million of shares of Class B common stock.
These transactions were effected without registration under the Securities Act
in reliance upon the exemptions from registration contained in Section 4(2) of
the Securities Act. Section 4(2) exempts transactions by an issuer not
involving a public offering from the provisions of Securities Act Section 5. We
offered shares of its Class B common stock to George G. Beasley, members of his
immediate family and affiliated entities, on a private basis not involving a
public offering.

19
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

We have derived the selected financial data shown below for the years ended
December 31, 1996 and 1997 from our audited combined financial statements,
which are not included in this report. We have derived the selected financial
data shown below for the years ended December 31, 1998 and 1999 from our
audited combined financial statements included elsewhere in this report. We
have derived the selected financial data shown below for the year ended
December 31, 2000 from our audited consolidated financial statements included
elsewhere in this report.

As you review the information contained in the following table and
throughout this report, you should note the following:

. During the periods presented we operated as a series of partnerships and
subchapter S corporations under the Internal Revenue Code. Accordingly,
we were not liable for federal and some state and local corporate income
taxes, as we would have been if we had been treated as a subchapter C
corporation. During these periods, our stockholders included our taxable
income or loss in their federal and applicable state and local income tax
returns. The pro forma amounts shown in the table reflect provisions for
federal, state and local income taxes, applied to income (loss) before
pro forma income taxes, as if we had been taxed as a subchapter C
corporation. On February 11, 2000, our subchapter S status terminated.
For a more detailed description of our corporate reorganization, see
"Business--Initial Public Offering and Corporate Reorganization."

. For purposes of our historical financial statements, the term pro forma
refers to the adjustments necessary to reflect our status as a subchapter
C corporation for income tax purposes rather than a series of subchapter
S corporations and partnerships, distributions to equity holders for
income taxes on income of entities comprising Beasley Broadcast Group
prior to the reorganization, the distribution of untaxed retained income
and subsequent re-contribution of the same amounts as additional paid-in
capital and the fair value adjustment necessary to record the acquisition
of minority shareholder interest using the purchase method of accounting.

. Broadcast cash flow consists of operating income (loss) before corporate
general and administrative expenses, equity appreciation rights, format
change expenses, depreciation and amortization, and impairment loss on
long-lived assets. For the periods shown in the following table,
broadcast cash flow is unaffected by local management and time brokerage
agreements of $1,075,000 for the fiscal year ended December 31, 1996 and
zero for other periods. The fees are included in other non-operating
income (expense).

. Broadcast cash flow margin represents broadcast cash flow as a percentage
of net revenues.

. EBITDA consists of broadcast cash flow minus corporate general and
administrative expenses.

. After-tax cash flow consists of net income (loss) minus gains on sale of
radio stations plus the following: equity appreciation rights, format
change expenses, depreciation and amortization, impairment loss on long-
lived assets, deferred income tax expense (or minus deferred income tax
benefit), nonrecurring items and other non-cash charges.

. No expense for equity appreciation rights has been recorded for the
periods presented other than the years ended December 31, 1999 and 2000.

Although broadcast cash flow, EBITDA and after-tax cash flow are not
measures of performance or liquidity calculated in accordance with generally
accepted accounting principles, we believe that these measures are useful to an
investor in evaluating our performance. These measures are widely used in the
broadcast industry to evaluate a radio company's operating performance.
However, you should not consider these measures in isolation or as substitutes
for operating income, cash flows from operating activities or any other measure
for determining our operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles. In addition, because
broadcast cash flow, EBITDA and after-tax cash flow are not calculated in
accordance with generally accepted accounting principles, they are not
necessarily comparable to similarly titled measures employed by other
companies.

20
<PAGE>

The comparability of the historical financial information reflected below
has been significantly affected by acquisitions and dispositions. You should
read the selected financial data together with "Management Discussion and
Analysis of Financial Condition and Results of Operations" and our combined
financial statements and the related notes included elsewhere in this report.

<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ----------- ----------- ----------- -----------
(in thousands except per share data, shares outstanding and
margin data)
<S> <C> <C> <C> <C> <C>
Operating Data:
Net revenues............ $ 62,413 $ 73,704 $ 81,433 $ 93,621 $ 106,154
Operating expenses:
Radio station
operating expenses.... 42,163 55,247 61,692 66,661 71,725
Corporate general and
administrative........ 2,233 2,055 2,498 2,764 3,992
Equity appreciation
rights................ -- -- -- 606 1,174
Format change
expenses.............. -- -- -- -- 1,545
Depreciation and
amortization.......... 8,317 14,174 16,096 16,410 17,409
Impairment loss on
long-lived assets..... -- 4,124 -- -- --
----------- ----------- ----------- ----------- -----------
Total operating
expenses............ 52,713 75,600 80,286 86,441 95,845
Operating income
(loss)............ 9,700 (1,896) 1,147 7,180 10,309
Other income (expense):
Interest expense....... (9,340) (13,606) (13,602) (14,008) (8,813)
Unrealized loss on
investment............ -- -- -- -- (2,400)
Other non-operating
income (expense)...... (2,025) 54 (160) 776 304
Gain on sale of radio
stations.............. 16,773 82,067 4,028 -- --
----------- ----------- ----------- ----------- -----------
Total other income
(expense)........... 5,408 68,515 (9,734) (13,232) (10,909)
Income (loss)
before income
taxes............. 15,108 66,619 (8,587) (6,052) (600)
Current income tax
expense................ -- -- -- -- 3,598
Deferred income tax
expense................ -- -- -- -- 25,400
----------- ----------- ----------- ----------- -----------
Net income (loss)....... $ 15,108 $ 66,619 $ (8,587) $ (6,052) $ (29,598)
=========== =========== =========== =========== ===========
Pro-forma current income
tax expense (benefit).. 567 7,054 (5,010) 692 N/A
Pro-forma deferred
income tax expense
(benefit).............. 5,318 18,741 1,760 (2,896) N/A
----------- ----------- ----------- ----------- -----------
Pro-forma net income
(loss)................. $ 9,223 $ 40,824 $ (5,337) $ (3,848) N/A
=========== =========== =========== =========== ===========
Basic and diluted net
loss per share......... -- -- -- -- (1.26)
Pro forma basic and
diluted net income
(loss) per share....... 0.53 2.34 (0.31) (0.22) --
Weighted average common
shares outstanding--
basic and diluted...... 17,423,441 17,423,441 17,423,441 17,423,441 23,506,091
Other Data:
Broadcast cash flow..... $ 20,250 $ 18,457 $ 19,741 $ 26,960 $ 34,429
Broadcast cash flow
margin................. 32 % 25 % 24 % 29 % 32 %
EBITDA before net income
or loss from local
management and time
brokerage Agreements... $ 18,017 $ 16,402 $ 17,243 $ 24,196 $ 30,438
After tax cash flow..... -- -- -- -- 18,473
Pro-forma after tax cash
flow................... 6,085 (4,204) 8,491 10,379 --
Cash provided by (used
in):
Operating activities... $ 5,303 $ 1,586 $ 4,921 $ 7,195 $ 7,705
Investing activities... (66,300) 18,871 (12,527) (2,760) (29,057)
Financing activities... 63,152 (17,052) 4,689 (2,192) 20,092
<CAPTION>
As of December 31,
-------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ----------- ----------- ----------- -----------
(in thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet:
Cash and cash
equivalents............ $ 4,273 $ 7,678 $ 4,760 $ 7,003 $ 5,743
Intangibles, net........ 100,442 145,487 151,048 137,287 164,894
Total assets............ 145,707 193,440 194,773 185,861 218,159
Long-term debt.......... 155,149 152,644 163,285 163,123 103,487
Total stockholders'
equity (deficit)....... (25,703) 19,579 6,041 (2,919) 78,958
</TABLE>

21
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

You should read the following discussion together with the financial
statements and related notes included elsewhere in this report. The results
discussed below are not necessarily indicative of the results to be expected in
any future periods.

General

A radio broadcasting company derives its revenues primarily from the sale of
broadcasting time to local and national advertisers. The advertising rates that
a radio station is able to charge and the number of advertisements that can be
broadcast without jeopardizing listener levels largely determine those
revenues. Advertising rates are primarily based on three factors:

. a radio station's audience share in the demographic groups targeted by
advertisers, as measured principally by quarterly reports issued by The
Arbitron Ratings Company;

. the number of radio stations in the market competing for the same
demographic groups; and

. the supply of and demand for radio advertising time.

In 2000, we generated 72.2% of our revenues from local advertising, which is
sold primarily by each individual local radio station's sales staff. We
generated 19.7% of our revenues from national spot advertising in 2000, which
is purchased through independent, national advertising sales representatives by
customers that want to advertise nationwide. We generated the balance of our
revenues principally from promotional events and sales to broadcasting networks
that purchase commercial airtime.

We include revenues recognized under a time brokerage agreement or similar
sales agreement for radio stations operated by us before acquiring the radio
stations in net revenues, while we reflect operating expenses associated with
these radio stations in station operating expenses. Consequently, there is no
difference in the method of revenue and operating expense recognition between a
radio station operated by us under a time brokerage agreement or similar sales
agreement and a radio station owned and operated by us. For the periods
discussed below, revenues and operating expenses under time brokerage
agreements or similar sales agreements were not material for years subsequent
to 1996. Since 1997, we have not operated any stations under time brokerage
agreements or other similar sales agreements.

Several factors may adversely affect a radio broadcasting company's
performance in any given period. In the radio broadcasting industry, seasonal
revenue fluctuations are common and are due primarily to variations in
advertising expenditures by local and national advertisers. Typically, revenues
are lowest in the first calendar quarter of the year. We generally incur
advertising and promotional expenses to increase listenership and Arbitron
ratings. However, because Arbitron reports ratings quarterly in most of our
markets, any increased ratings, and therefore increased advertising revenues,
tend to lag behind the incurrence of advertising and promotional spending.

In the broadcasting industry, radio stations often utilize trade or barter
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we
minimize our use of trade agreements and during the past five years have held
barter revenues under 5% of our gross revenues and barter related broadcast
cash flow under 3% of our broadcast cash flow. However, barter revenues
increased as a percentage of our gross revenues and barter related broadcast
cash flow increased as a percentage of our broadcast cash flow in fiscal 2000
due to our investments in eTour, Inc. and FindWhat.com.

We calculate same station results by comparing the performance of radio
stations operated by us at the end of a relevant period to the performance of
those same stations, whether or not operated by us, in the prior

22
<PAGE>

year's corresponding period, including the effect of barter revenues and
expenses. Same station results exclude WPTP-FM in the Philadelphia market which
changed formats during the fourth quarter of 2000. Broadcast cash flow consists
of operating income before corporate general and administrative expenses,
equity appreciation rights, format change expenses, and depreciation and
amortization, and may not be comparable to similarly titled measures employed
by other companies. Same station broadcast cash flow is the broadcast cash flow
of the radio stations included in our same station calculations.

For purposes of the following discussion, pro forma net income represents
historical income before income taxes adjusted as if we were treated as a
subchapter C corporation during all relevant periods at an effective tax rate
of 38.62%, applied to income before income taxes.

Results of Operations

Several factors have affected our results of operations in the year ended
December 31, 2000 that did not affect our historical results of operations.
First, we redeemed, for cash, equity appreciation rights previously granted to
some of our station managers, as we do not believe this form of compensation is
well-suited to public companies. In connection with this redemption, we
recorded an expense of approximately $606,000 and $1,174,000 in the fourth
quarter of 1999 and first quarter of 2000, respectively. Second, in connection
with our reorganization on February 11, 2000, our net stockholders' equity was
reduced by approximately $27.6 million to establish the net deferred tax
liability resulting from the termination of our subchapter S status. Third, in
connection with the format change at WPTP-FM in the Philadelphia market on
November 6, 2000, we recorded one-time expenses of approximately $1.5 million
during the fourth quarter of 2000.

Finally, corporate general and administrative expenses have increased as we
incur the additional reporting and compliance costs of operating as a public
company.

Additionally, we have one contract that will continue to negatively affect
our operating results going forward. In 1997, we entered into contracts for the
radio broadcast rights relating to the Miami Dolphins, Florida Marlins and
Florida Panthers sports franchises. These contracts grant WQAM-AM the
exclusive, English language rights for live radio broadcasts of the sporting
events of these franchises for a five year term which began in 1997. The
contracts require us to pay fees and to provide commercial advertising and
other considerations. As of December 31, 2000, remaining payments of fees are
as follows: $8.8 million in 2001 and $359,000 in 2002. For the years ended
December 31, 1998, 1999 and 2000, the contract expense calculated on a
straight-line basis and other direct expenses exceeded related revenues by
$3,617,000, $2,770,000 and $4,034,000, respectively. Unless we are able to
generate significantly more revenues under these contracts in the future, they
are likely to have a material adverse effect on our results of operations on a
going-forward basis. However, in light of the uncertainty regarding future
revenues, the amount of any future loss cannot be determined at this time.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net Revenue. Net revenue increased 13.4% to $106.2 million for 2000 from
$93.6 million for 1999. The increase was primarily due to revenue growth at
most of our existing radio stations, particularly in the Miami-Ft. Lauderdale
and Greenville-New Bern-Jacksonville markets. In addition, net revenues
increased due to our radio station acquisitions in the Atlanta, Boston, Miami-
Ft. Lauderdale and West Palm Beach markets. Net revenues decreased in the
Philadelphia market due to programming changes. On a same station basis, net
revenues increased 10.8% to $99.7 million for 2000 from $90.0 million for 1999.

Station Operating Expenses. Station operating expenses increased 7.6% to
$71.7 million for 2000 from $66.7 million for 1999. The increase was primarily
due to increased station operating expenses at most of our existing radio
stations associated with generating the growth in net revenues. In addition,
station operating expenses increased due to our radio station acquisitions in
the Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets. Station
operating expenses decreased in the Philadelphia market due to programming
changes. On a same station basis, station operating expenses increased 7.4% to
$65.2 million for 2000 from $60.7 million for 1999.

23
<PAGE>

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 44.4% to $4.0 million for 2000 from $2.8
million for 1999. The increase was primarily due to higher general and
administrative expenses associated with our revenue growth over the same period
and from operating as a public company.

Depreciation and Amortization. Depreciation and amortization increased 7.9%
to $17.7 million for 2000 from $16.4 million for 1999. The increase was
primarily due to additional amortization and depreciation associated with the
acquisitions of radio stations in Atlanta, Boston, Miami-Ft. Lauderdale and
West Palm Beach markets.

Interest Expense. Interest expense decreased 37.1% to $8.8 million in 2000
from $14.0 million for 1999. The decrease was primarily due to the repayment of
$58.5 million of the credit facility as well as the repayment of all
outstanding notes payable to related parties with proceeds from the initial
public offering. This decrease was partially offset by an increase in interest
expense due to financing the radio station acquisitions in the Atlanta, Boston,
Miami-Ft. Lauderdale and West Palm Beach markets with borrowings from our
credit facility.

Broadcast Cash Flow. Broadcast cash flow increased 27.7% to $34.4 million
for 2000 from $27.0 million for 1999. The increase was primarily due to the
additional broadcast cash flow generated through revenue growth and increased
operating efficiencies at most of our existing radio stations, particularly in
the Greenville-New Bern-Jacksonville and Philadelphia markets. In addition,
broadcast cash flow increased due to our radio station acquisitions in the
Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets. On a same
station basis, broadcast cash flow increased 17.8% to $34.5 million for 2000
from $29.3 million for 1999.

Income (Loss) Before Income Taxes. We experienced a loss before income taxes
of $600,000 for 2000 versus a loss before pro forma income taxes of $6.1
million for 1999. The decrease in the loss was primarily due to the additional
income before income taxes generated through the revenue growth, increased
operating efficiencies at most of our existing radio stations, and a decrease
in interest expense due to reduced borrowings from our credit facility. The
revenue growth and increased operating efficiencies were partially offset by
the redemption of equity appreciation rights for $1.2 million and the increase
in amortization and depreciation associated with the acquisition of radio
stations in Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets.

Net Income (Loss). Net loss for 2000 was $29.6 million compared to pro forma
net loss of $3.8 million for 1999. The increase in the loss was primarily due
to the establishment of a $27.6 million net deferred tax liability upon
conversion from a series of subchapter S corporations to a series of subchapter
C corporations, the $1.2 million redemption of equity appreciation rights as a
result of the initial public offering and corporate reorganization, the one-
time expenses of approximately $1.5 million associated with the format change
at WPTP-FM in the Philadelphia market, the increase in amortization and
depreciation associated with the acquisition of radio stations in Atlanta,
Boston, Miami-Ft. Lauderdale and West Palm Beach markets, and the $2.4 million
unrealized loss on our investment in FindWhat.com. The net loss for the year
ended December 31, 2000 was partially offset by the additional net income
generated through the revenue growth, increased operating efficiencies at most
of our existing radio stations and the decrease in interest expense due to
reduced borrowings from our credit facility.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Net Revenue. Net revenue increased 15.0% to $93.6 million for 1999 from
$81.4 million for 1998. The increase was primarily due to revenue growth at
some of our radio stations, particularly in the Miami-Ft. Lauderdale market. On
a same station basis, net revenues increased 14.4% to $93.6 million for 1999
from $81.8 million for 1998.

Station Operating Expenses. Station operating expenses increased 8.1% to
$66.7 million for 1999 from $61.7 million for 1998. The increase was primarily
due to increased program and production, sales and

24
<PAGE>

advertising, and general and administrative expenses associated with generating
our revenue growth. On a same station basis, station operating expenses
increased 8.5% to $66.6 million for 1999 from $61.4 million for 1998.

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 12.0% to $2.8 million for 1999 from $2.5
million for 1998. The increase was primarily due to higher general and
administrative expenses associated with our revenue growth over the same
period.

Depreciation and Amortization. Depreciation and amortization increased 1.9%
to $16.4 million for 1999 from $16.1 million for 1998. The increase was
primarily due to radio station acquisitions in 1998.

Interest Expense. Interest expense increased 2.9% to $14.0 million in 1999
from $13.6 million for 1998. The increase was primarily due to radio station
acquisitions in 1998 and increasing interest rates in 1999.

Broadcast Cash Flow. Broadcast cash flow increased 37.1% to $27.0 million
for 1999 from $19.7 million for 1998. The increase was primarily due to revenue
growth at some of our stations, particularly in the Miami-Ft. Lauderdale
market. On a same station basis, broadcast cash flow increased 32.3% to
$27.0 million for 1999 from $20.4 million for 1998.

Gain (Loss) on Sale of Radio Stations. We did not dispose of any radio
stations in 1999. In 1998, we recognized a gain of $4.0 million primarily as a
result of the sale of two radio stations, KAAY-AM in Little Rock, Arkansas and
WEWO-AM in Fayetteville, North Carolina, for a total of approximately $5.2
million.

Income (Loss) Before Pro Forma Income Taxes. We experienced a loss before
pro forma income taxes of $6.1 million for 1999 versus a loss before pro forma
income taxes of $8.6 million for 1998. The difference between 1999 and 1998 is
mainly attributable to revenue growth at some of our radio stations,
particularly in the Miami-Ft. Lauderdale market. Excluding gains on sales of
radio stations, loss before pro forma income taxes would have been $12.6
million for 1998.

Pro Forma Net Income (Loss). Pro forma net loss for 1999 was $3.8 million
compared to pro forma net loss of $5.3 million for 1998. The change was mainly
attributable to revenue growth at some of our radio stations, particularly in
the Miami-Ft. Lauderdale market.

Year Ended December 31, 1998 Compared to Year Ended December 31, 1997

Net Revenue. Net revenue increased 10.5% to $81.4 million for 1998 from
$73.7 million for 1997. Approximately $6.8 million of the increase was
attributable to the inclusion, during the entire period, of operating results
from the stations acquired in 1998. The increase was also attributable to
revenue growth at some of our radio stations, especially in the Miami-Ft.
Lauderdale market. On a same station basis, net revenues increased 10.7% to
$81.8 million for 1998 from $73.9 million for 1997.

Station Operating Expenses. Station operating expenses increased 11.8% to
$61.7 million for 1998 from $55.2 million for 1997. Approximately $5.9 million
of the increase was attributable to the inclusion during the entire period of
operating results from the radio stations acquired in 1997. The increase was
also attributable to the introduction of additional news programming at WWDB-
FM, the increased rights fees associated with our contracts to broadcast Miami
sports teams and the addition of Neil Rogers, a top ranked personality in the
Miami-Ft. Lauderdale market to our programming line-up at WQAM-AM. On a same
station basis, station operating expenses increased 13.7% to $61.4 million for
1998 from $54.0 million for 1997.

Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 21.6% to $2.5 million for 1998 from $2.1
million for 1997. The increase was mainly attributable to higher administrative
expenses associated with supporting our growth.

Depreciation and Amortization. Depreciation and amortization increased 13.6%
to $16.1 million for 1998 from $14.2 million for 1997. The increase was mainly
attributable to radio station acquisitions in 1998.

25
<PAGE>

Interest Expense. Interest expense remained constant at $13.6 million for
1998 and 1997. This was attributable to a reduction in the interest rate
charged on our credit facility as a result of more favorable terms, offset by a
higher debt balance due to borrowings to fund acquisitions.

Broadcast Cash Flow. Broadcast cash flow increased 7.1% to $19.7 million for
1998 from $18.4 million for 1997. Approximately $900,000 of the increase was
attributable to the inclusion, during the entire period, of operating results
from the stations acquired in 1997. The increase was also attributable to
revenue growth at most of our radio stations, in particular WQAM-AM and WKIS-FM
in the Miami-Ft. Lauderdale market. On a same station basis, broadcast cash
flow increased 3.0% to $20.4 million for 1998 from $19.8 million for 1997.

Gain (Loss) on Sale of Radio Stations. We recognized a gain on sale of radio
stations of $4.0 million for 1998 primarily as a result of the sale of two
radio stations, KAAY-AM in Little Rock, Arkansas and WEWO-AM in Fayetteville,
North Carolina, for a total of approximately $5.2 million. In 1997, we sold
WDAS-AM/FM in Philadelphia for approximately $100 million, for which we
recognized a gain of $79.8 million.

Income (Loss) Before Pro Forma Income Taxes. We experienced a loss before
pro forma income taxes of $8.6 million for 1998 versus income of $66.6 million
for 1997. The difference between 1998 and 1997 is mainly attributable to the
recognition of an $82.1 million gain on sale of radio stations in 1997.
Excluding gains on sales of radio stations, loss before pro forma income taxes
would have been $12.6 million for 1998 and $15.4 million for 1997.

Pro Forma Net Income (Loss). Pro forma net loss for 1998 was $5.3 million
compared to pro forma net income of $40.8 million for 1997. The change was
mainly attributable to the reduction of the gain on the sale of radio stations
and taking into account pro forma income taxes or tax benefits.

Liquidity and Capital Resources

Overview. Historically, we have used a significant portion of our liquidity
to consummate acquisitions. These acquisitions have been funded from one or a
combination of the following sources:

. our credit facility;

. disposing of radio stations in transactions which are intended to qualify
as like-kind exchanges under Section 1031 of the Internal Revenue Code;

. internally-generated cash flow; and

. advances to us from George G. Beasley, members of his family and
affiliated entities.

Other liquidity needs have been for debt service, working capital,
distributions to equity holders and general corporate purposes, including
capital expenditures. In the future, we expect that our principal liquidity
requirements will be for working capital and general corporate purposes,
including acquisitions of additional radio stations. We expect to finance
future acquisitions through a combination of bank borrowings, internally
generated funds and our stock.

We used approximately $58.5 million of the net proceeds from our initial
public offering to pay down debt on our credit facility, which increased the
availability of cash to fund future acquisitions, including the recently
completed and pending acquisitions, and other general corporate purposes. We
also used approximately $40.5 million of the proceeds of our initial public
offering to repay the indebtedness owed to our Chairman and Chief Executive
Officer, George G. Beasley, and affiliated companies. That approximately $40.5
million payment is net of the repayment at the closing of the initial public
offering of approximately $10.3 million owed to us by members of the Beasley
family.

As of December 31, 2000, we held $5.7 million in cash and cash equivalents
and had $197.8 million in availability under our credit facility we obtained on
August 31, 2000, as described below. We completed one

26
<PAGE>

acquisition on January 31, 2001 with an aggregate purchase price of $113.5
million and we have one pending acquisition with an aggregate purchase price of
$12.0 million. We believe that the cash available from operations as well as
the availability from our credit facility should be sufficient to permit us to
meet our financial obligations for at least the next twelve months. Under our
credit facility, we can currently borrow up to $300.0 million, subject to
compliance with financial ratios and other restrictive covenants.

Net Cash Provided by (Used in) Operating Activities. Net cash provided by
operating activities was $7.7 million and $7.2 million for 2000 and 1999,
respectively. Equity appreciation rights totaling $1.2 million were redeemed
during the year ended December 31, 2000; however this redemption was offset by
the additional net income generated through the revenue growth, increased
operating efficiencies at most of our existing radio stations, and the decrease
in interest expense due to reduced borrowings from our credit facility.

Net cash provided by operating activities was $7.2 million and $4.9 million
for 1999 and 1998, respectively. The increase of approximately $2.3 million was
primarily due to the increase in revenue growth, from $81.4 million to $93.6
million.

Net cash provided by operating activities was $4.9 million and $1.6 million
for 1998 and 1997, respectively. The increase of approximately $3.3 million
from 1997 to 1998 was primarily a result of an increase in revenues, from $73.7
million to $81.4 million.

Net Cash Provided by (Used in) Investing Activities. Net cash used in
investing activities was $29.1 million and $2.8 million for 2000 and 1999,
respectively. The change was partially due to loans to the former S corporation
stockholders and the subsequent repayment of these loans and all other
outstanding notes receivable from related parties and stockholders as a result
of our initial public offering. The change was also partially due to the radio
station acquisitions in the Atlanta, Boston, Miami-Ft. Lauderdale and West Palm
Beach markets and expenditures for property and equipment.

Net cash used in investing activities was $2.8 million and $12.5 million for
1999 and 1998, respectively. The decrease of $9.7 million was primarily due to
the acquisitions and dispositions in 1998, the proceeds from the sale of
property in 1998 and the release of restricted cash in 1998. In 1999, cash used
in investing activities primarily consisted of expenditures for property and
equipment; however, there were no acquisitions or dispositions in 1999.

Net cash used in investing activities was $12.5 million for 1998 compared
with net cash provided by investing activities of $18.9 million for 1997. The
increase of $31.4 million of net cash used was primarily a result of the use of
approximately $19 million for the acquisitions of WJBX-FM, WJST-FM and WTMR-AM
in 1998, partially offset by the net proceeds of $5.2 million from the sale of
KAAY-AM and WEWO-AM in 1998. In 1997, we used $77.7 million of cash to acquire
six stations, which was offset by the proceeds of $103.5 million from the sale
of WDAS-AM/FM, WEGX-FM, WDSC-AM and WTSB-AM.

Net Cash Provided by (Used in) Financing Activities. Net cash provided by
financing activities was $20.1 million for 2000 and net cash used in financing
activities was $2.2 million for 1999. The change was partially due to
distributions made to the former S corporation stockholders prior to our
initial public offering. The change was also partially due to the proceeds from
our initial public offering, less related costs, which were used for repayment
of approximately $58.5 million of the credit facility and all outstanding notes
payable to related parties. The change was also partially due to additional
borrowings from our credit facility to complete the radio station acquisitions
in the Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets. The
change was also partially due to payments of loan fees related to the
refinancing of our credit facility.

Net cash used in financing activities was $2.2 million for 1999 and net cash
provided by financing activities was $4.7 million for 1998. This increase of
net cash used in financing activities of $6.9 million was primarily due to the
refinancing of the revolving credit loan in 1998 which was offset by loan fees
associated with the refinancing in 1998 and higher capital contributions and
decreased stockholder distributions in 1999.

27
<PAGE>

Net cash provided by financing activities was $4.7 million for the year
ended 1998 compared to net cash used in financing activities of $17.1 million
for 1997. The increase of net cash provided of $21.8 million from 1997 to 1998
was primarily a result of lower stockholder distributions of $6.0 million,
offset by cash from additional borrowings during 1998. In 1997, we had
stockholder distributions of $20.7 million that were not offset by additional
borrowings.

Credit Facility. On August 31, 2000, we refinanced our $150.0 million credit
facility. Under terms of the new credit agreement, we were provided a credit
facility with a maximum commitment of $300.0 million. The credit facility
includes a $150.0 million revolving credit loan and a $150.0 million term loan.
The revolving credit loan includes a $50.0 million sub-limit for letters of
credit. The loans bear interest at either the base rate or LIBOR plus a margin
that is determined by the Company's debt to cash flow ratio. The base rate is
equal to the higher of the prime rate or the overnight federal funds effective
rate plus 0.5%. Interest is generally payable monthly through maturity on June
30, 2008. The scheduled reductions in the amount available under the credit
facility may require principal repayments if the outstanding balance at that
time exceeds the new maximum available amount under the credit facility. The
credit agreement requires the Company to maintain certain financial ratios and
includes restrictive covenants. The loans are secured by substantially all
assets of the Company and its subsidiaries.

As of December 31, 2000, the scheduled reductions of the maximum commitment
of the credit facility for the next five fiscal years and thereafter are as
follows:

<TABLE>
<CAPTION>
Revolving Total
Credit Term Credit
Loan Loan Facility
------------ ------------ ------------
<S> <C> <C> <C>
2002.................................. $ -- $ 15,000,000 $ 15,000,000
2003.................................. -- 22,500,000 22,500,000
2004.................................. 15,000,000 22,500,000 37,500,000
2005.................................. 22,500,000 30,000,000 52,500,000
Thereafter............................ 112,500,000 60,000,000 172,500,000
------------ ------------ ------------
Total............................... $150,000,000 $150,000,000 $300,000,000
============ ============ ============
</TABLE>

As of December 31, 2000, we had an outstanding balance under our credit
facility of approximately $227.7 million and availability under our credit
facility of $72.3 million for future acquisitions and other corporate purposes.
These amounts are after giving effect to:

. the Las Vegas and New Orleans acquisitions; and

. the pending acquisitions in Augusta;

As of December 31, 2000, the weighted average annual interest rate
applicable to our credit facility was approximately 7.9375%. The credit
facility expires on June 30, 2008.

We must pay a quarterly unused commitment fee, which is based upon our total
leverage to operating cash flow ratio and ranges from 0.25% to 0.375% of the
unused portion of the maximum commitment. Beginning on December 31, 2000, if
the unused portion exceeds 50% of the maximum commitment the fee is increased
by 0.375%. For the year ended December 31, 2000, our unused commitment fee was
approximately $284,000.

We are required to satisfy financial covenants, which require us to maintain
specified financial ratios and to comply with financial tests, such as ratios
for maximum total leverage, minimum interest coverage and minimum fixed
charges. These financial covenants include:

. Maximum Total Leverage Test. From August 31, 2000 through March 31, 2001,
our total debt as of the last day of each fiscal quarter must not exceed
6.75 times our operating cash flow for the four quarters ending on that
day. For the period from April 1, 2001 through September 30, 2001, the
required maximum ratio is 6.5 times. For the period from October 1, 2001
through March 31, 2002, the

28
<PAGE>

required maximum ratio is 6.25 times. For the period from April 1, 2002
through December 31, 2002, the required maximum ratio is 6.0 times. For
each twelve-month period after December 31, 2002, the maximum ratio will
decrease by 0.5 times. For all periods after January 1, 2006, the maximum
ratio is 4.0 times.

. Minimum Interest Coverage Test. From August 31, 2000 through June 30,
2001, our operating cash flow for the four quarters ending on the last
day of each fiscal quarter must not be less than 1.75 times the amount of
our interest expense. For all periods after July 1, 2001, the minimum
ratio is 2.0 times.

. Minimum Fixed Charges Test. Our operating cash flow for any four
consecutive quarters must not be less than 1.10 times the amount of our
fixed charges.

The new credit facility also prohibits us from paying cash dividends and
restricts our ability to make other distributions with respect to our capital
stock. The credit facility also contains other customary restrictive covenants.
These covenants limit our ability to:

. incur additional indebtedness and liens;

. enter into certain investments or joint ventures;

. consolidate, merge or effect asset sales;

. make overhead expenditures;

. enter sale and lease-back transactions;

. sell or discount accounts receivable;

. enter into transactions with affiliates or stockholders;

. sell, assign, pledge, encumber or dispose of capital stock; or

. change the nature of our business.

Pending Acquisitions. The total cash required to fund our pending
acquisitions in Augusta is expected to be approximately $12.0 million. The
consummation of the pending transactions is subject to certain conditions,
including the approval of the FCC. Although we believe these closing conditions
are customary for transactions of this type, these conditions may not be
satisfied.

Recent Pronouncements

In June 1998 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Certain Hedging Activities." In June 2000 the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activity, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138
require that all derivative instruments be recorded on the balance sheet at
their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for
all fiscal quarters of all fiscal years beginning after June 30, 2000; we
adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. In accordance with
the transition provisions of SFAS 133, we recorded an asset of $66,000 to
recognize our derivatives at fair value.

In September 2000, the FASB issued SFAS No. 140 entitled "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities."
SFAS 140 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. SFAS 140
replaces SFAS No. 125 and is effective for transfers and servicing of financial
assets and extinguishments occurring after March 31, 2001. SFAS 140 is
effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. The Company has not completed its
evaluation of SFAS 140; however, management does not anticipate that the
adoption of SFAS 140 will have a material impact on the Company's earnings or
financial position upon adoption.

29
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Market risk is the risk of loss arising from adverse changes in market rates
and prices such as interest rates, foreign currency exchange rate and commodity
prices. Our primary exposure to market risk is interest rate risk associated
with our credit facility. Amounts borrowed under the credit facility incur
interest at the London Interbank Offered Rate, or LIBOR, plus additional basis
points depending on the outstanding principal balance under the credit
facility. As of December 31, 2000, $102.2 million was outstanding under our
credit facility. We evaluate our exposure to interest rate risk by monitoring
changes in interest rates in the market place.

To manage interest rate risk associated with our credit agreement, we have
entered into interest rate collar and swap agreements.

An interest rate collar is the combined purchase and sale of an interest
rate cap and an interest rate floor so as to keep interest rate exposure within
a defined range. We have purchased four interest rate collars. Under these
agreements, our base LIBOR cannot exceed the cap interest rate and our base
LIBOR cannot fall below our floor interest rate. In February 2001, one interest
rate collar was canceled and we purchased another interest rate collar.

An interest rate swap is a combined series of forward rate agreements
calling for exchange of interest payments on a number of specified future
dates. We have purchased one interest rate swap. Under this agreement, we pay a
fixed rate of 6.48%, on the notional amount, and the other party pays to us a
variable amount rate equal to the three-month LIBOR on a quarterly basis. In
February 2001, our swap agreement was canceled.

Notional amounts are used to calculate the contractual payments to be
exchanged under the contract. As of December 31, 2000 and February 13, 2001,
the notional amount upon maturity of these collar and swap agreements, is
approximately $100.0 million and $115.0 million, respectively.

As of December 31, 2000, our collar and swap agreements are summarized as
follows:

<TABLE>
<CAPTION>
Estimated
Notional Expiration Fair
Agreement Amount Floor Cap Swap Date Value
--------- ----------- ----- ---- ---- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest rate collar.. $20,000,000 6.69% 8% -- May 2002 $(1,000)
Interest rate collar.. $20,000,000 5.85% 7.5% -- October 2002 --
Interest rate swap.... $20,000,000 -- -- 6.48% October 2002 67,000
Interest rate collar.. $20,000,000 5.45% 7.5% -- November 2002 --
Interest rate collar.. $20,000,000 5.75% 7.35% -- November 2002 --

As of February 13, 2001, our collar agreements are summarized as follows:

<CAPTION>
Notional Expiration
Agreement Amount Floor Cap Swap Date
--------- ----------- ----- ---- ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Interest rate collar.. $20,000,000 6.69% 8% -- May 2002
Interest rate collar.. $20,000,000 5.45% 7.5% -- November 2002
Interest rate collar.. $20,000,000 5.75% 7.35% -- November 2002
Interest rate collar.. $55,000,000 4.99% 7% -- October 2003
</TABLE>

30
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BEASLEY BROADCAST GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Financial Statements
Independent Auditor's Report............................................. 32
Balance Sheets as of December 31, 1999 and 2000.......................... 33
Statements of Operations for the Years Ended December 31, 1998, 1999 and
2000.................................................................... 34
Statements of Stockholders' Equity for the Years Ended December 31, 1998,
1999 and 2000........................................................... 35
Statements of Cash Flows for the Years Ended December 31, 1998, 1999 and
2000.................................................................... 36
Notes to Financial Statements............................................ 37
Financial Statement Schedule--Valuation and Qualifying Accounts.......... 53
</TABLE>

31
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Beasley Broadcast Group, Inc.:

We have audited the accompanying 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. In connection with our audits of the combined
and consolidated financial statements, we have also audited the accompanying
financial statement schedule as listed in the accompanying index. These
financial statements and the accompanying financial statement schedule are the
responsibility of the management of Beasley Broadcast Group, Inc. Our
responsibility is to express an opinion on these financial statements and the
accompanying financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Beasley Broadcast Group,
Inc. as of December 31, 1999 and 2000, and the results of its operations and
its cash flows for each of the years in the three-year period ended December
31, 2000, in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.

/s/ KPMG LLP

Tampa, Florida
February 9, 2001

32
<PAGE>

BEASLEY BROADCAST GROUP, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
Combined Consolidated
December 31, December 31,
1999 2000
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................ $ 7,002,669 $ 5,742,628
Accounts receivable, less allowance for doubtful
accounts of $560,282 in 1999 and $607,147 in
2000............................................ 19,915,098 18,712,862
Trade sales receivable........................... 735,607 843,843
Other receivables................................ 676,478 980,504
Prepaid expenses and other....................... 1,918,223 2,249,615
Deferred tax asset............................... -- 176,000
------------ ------------
Total current assets........................... 30,248,075 28,705,452
Property and equipment, net........................ 15,773,175 15,619,688
Notes receivable from related parties.............. 556,796 4,990,480
Intangibles, net................................... 137,287,291 164,893,584
Other investments.................................. -- 1,523,729
Other assets....................................... 1,995,819 2,425,631
------------ ------------
Total assets....................................... $185,861,156 $218,158,564
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current installments of long-term debt........... $ 166,319 $ 8,352
Notes payable to related parties................. 10,447,454 --
Accounts payable................................. 5,027,145 2,355,006
Accrued expenses................................. 9,213,133 6,986,006
Trade sales payable.............................. 970,108 798,198
------------ ------------
Total current liabilities...................... 25,824,159 10,147,562
Long-term debt, less current installments.......... 125,680,696 103,478,405
Long-term debt to related parties.................. 37,275,622 --
Deferred tax liability............................. -- 25,575,000
------------ ------------
Total liabilities.............................. 188,780,477 139,200,967
------------ ------------
Commitments and contingencies (note 9)
Preferred stock, $0.001 par value, 10,000,000
shares authorized, none issued.................... -- --
Class A common stock, $0.001 par value, 150,000,000
shares authorized, 7,252,068 issued and
outstanding....................................... -- 7,252
Class B common stock, $0.001 par value, 75,000,000
shares authorized, 17,021,373 issued and
outstanding....................................... -- 17,021
Common stock....................................... 4,530,352 --
Additional paid-in capital......................... 34,774,928 106,633,932
Accumulated deficit................................ (32,818,024) (27,700,608)
Treasury stock..................................... (548,600) --
------------ ------------
Stockholders' equity............................... 5,938,656 78,957,597
Notes receivable from stockholders................. (8,857,977) --
------------ ------------
Net stockholders' equity (deficit)................. (2,919,321) 78,957,597
------------ ------------
Total liabilities and stockholders' equity
(deficit)......................................... $185,861,156 $218,158,564
============ ============
</TABLE>

See accompanying notes to financial statements

33
<PAGE>

BEASLEY BROADCAST GROUP, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Combined Combined Consolidated
Year Ended Year Ended Year Ended
December December December 31,
31, 1998 31, 1999 2000
----------- ----------- ------------
<S> <C> <C> <C>
Net revenues.......................... $81,433,406 $93,621,404 $106,153,640
----------- ----------- ------------
Costs and expenses:
Program and production.............. 25,116,151 27,176,460 27,919,127
Sales and advertising............... 23,110,566 25,040,086 28,208,358
Station general and administrative.. 13,464,792 14,443,785 15,597,101
Corporate general and
administrative..................... 2,498,411 2,764,216 3,991,535
Equity appreciation rights.......... -- 606,407 1,173,759
Format change expenses.............. -- -- 1,545,547
Depreciation and amortization....... 16,096,653 16,410,321 17,409,162
----------- ----------- ------------
Total costs and expenses.......... 80,286,573 86,441,275 95,844,589
----------- ----------- ------------
Operating income................ 1,146,833 7,180,129 10,309,051
Other income (expense):
Interest expense.................... (13,601,867) (14,008,312) (8,812,564)
Unrealized loss on investment....... -- -- (2,400,000)
Other non-operating expenses........ (1,580,554) (107,154) (310,754)
Interest income..................... 817,567 883,704 446,197
Other non-operating income.......... 348,890 -- 168,383
Gain on sale of radio stations...... 4,028,013 -- --
Minority interest................... 253,993 -- --
----------- ----------- ------------
Loss before income taxes........ $(8,587,125) $(6,051,633) $ (599,687)
Income tax expense.................... -- -- 28,998,000
----------- ----------- ------------
Net loss........................ $(8,587,125) $(6,051,633) $(29,597,687)
=========== =========== ============
Basic and diluted net loss per share.. $ -- $ -- $ (1.26)
=========== =========== ============
Pro forma income tax benefit
(unaudited).......................... $(3,250,000) $(2,204,000) N/A
=========== =========== ============
Pro forma net loss (unaudited)........ $(5,337,125) $(3,847,633) N/A
=========== =========== ============
Pro forma basic and diluted net loss
per share (unaudited)................ $ (0.31) $ (0.22) N/A
=========== =========== ============
Basic and diluted common shares
outstanding.......................... 17,423,441 17,423,441 23,506,091
=========== =========== ============
</TABLE>

See accompanying notes to financial statements

34
<PAGE>

BEASLEY BROADCAST GROUP, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
Class Notes
A Class B Additional Receivable Net
Common Common Common Paid-In Accumulated Treasury From Stockholders'
Stock Stock Stock Capital Deficit Stock Stockholders Equity (Deficit)
------ ------- ----------- ------------ ------------ --------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances as of December
31, 1997............... $ -- $ -- $ 4,530,352 $ 30,428,164 $ (7,280,337) $ -- $ (8,099,591) $ 19,578,588
Net loss................ -- -- -- -- (8,587,125) -- -- (8,587,125)
Capital contributions... -- -- -- 1,582,211 -- -- -- 1,582,211
Stockholder
distributions.......... -- -- -- -- (5,959,936) -- -- (5,959,936)
Purchase of common
stock.................. -- -- -- -- -- (548,600) -- (548,600)
Loans to stockholders... -- -- -- -- -- -- (1,206,446) (1,206,446)
Payments of notes
receivable from
stockholders........... -- -- -- -- -- -- 1,182,342 1,182,342
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of December
31, 1998............... $ -- $ -- $ 4,530,352 $ 32,010,375 $(21,827,398) $(548,600) $ (8,123,695) $ 6,041,034
Net loss................ -- -- -- -- (6,051,633) -- -- (6,051,633)
Capital contributions... -- -- -- 2,764,553 -- -- -- 2,764,553
Stockholder
distributions.......... -- -- -- -- (4,938,993) -- -- (4,938,993)
Loans to stockholders... -- -- -- -- -- -- (734,282) (734,282)
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of December
31, 1999............... $ -- $ -- $ 4,530,352 $ 34,774,928 $(32,818,024) $(548,600) $ (8,857,977) $ (2,919,321)
Net loss................ -- -- -- -- (1,897,079) -- -- (1,897,079)
Capital contributions... -- -- -- 100,000 -- -- -- 100,000
Stockholder
distributions.......... -- -- -- -- (2,250,000) -- -- (2,250,000)
Loans to stockholders... -- -- -- -- -- -- (910,263) (910,263)
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of February
10, 2000............... $ -- $ -- $ 4,530,352 $ 34,874,928 $(36,965,103) $(548,600) $ (9,768,240) $ (7,876,663)
Distributions to and
contributions from
subchapter S
corporation
stockholders in
exchange for Class B
common stock........... -- 17,021 (4,530,352) (33,000,372) 36,965,103 548,600 -- --
Issuance of Class A
common stock........... 7,252 -- -- 99,002,648 -- -- -- 99,009,900
Initial public offering
costs.................. -- -- -- (2,613,336) -- -- -- (2,613,336)
Acquisitions of minority
interests.............. -- -- -- 8,370,064 -- -- -- 8,370,064
Payments of notes
receivable from
stockholders .......... -- -- -- -- -- -- 9,768,240 9,768,240
Net loss................ -- -- -- -- (27,700,608) -- -- (27,700,608)
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of December
31, 2000............... $7,252 $17,021 $ -- $106,633,932 $(27,700,608) $ -- $ -- $ 78,957,597
====== ======= =========== ============ ============ ========= ============ ============
</TABLE>

See accompanying notes to financial statements

35
<PAGE>

BEASLEY BROADCAST GROUP, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Combined Year Combined Consolidated
Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1999 2000
------------- ------------ -------------
<S> <C> <C> <C>
Cash flows from operating
activities:
Net loss......................... $ (8,587,125) $(6,051,633) $ (29,597,687)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization.. 16,096,653 16,410,321 17,409,162
(Gain) loss on sale of property
and equipment................. -- 107,154 --
Unrealized loss on investment.. -- -- 2,400,000
Gain on sale of radio
stations...................... (4,028,013) -- --
Minority interest.............. (253,993) -- --
Change in assets and
liabilities net of effects of
acquisitions and dispositions
of radio stations:
Increase in receivables...... (782,146) (2,235,888) (1,728,793)
Increase in prepaid expense
and other................... (476,296) (625,890) (331,392)
Increase in intangibles...... (267,331) -- --
Increase in other assets..... (506,431) (475,304) (774,349)
Increase (decrease) in
payables and accrued
expenses.................... 3,725,220 66,425 (5,071,176)
Increase in deferred tax
liabilities................. -- -- 25,399,000
------------- ----------- -------------
Net cash provided by
operating activities....... 4,920,538 7,195,185 7,704,765
------------- ----------- -------------
Cash flows from investing
activities:
Expenditures for property and
equipment....................... (1,586,933) (2,025,425) (3,641,877)
Proceeds from sale of property
and equipment................... 1,700,000 -- --
Payments for acquisitions of
radio stations.................. (19,000,000) -- (34,780,000)
Proceeds from dispositions of
radio stations.................. 5,150,000 -- --
Payment for purchase of equity
investment...................... -- -- (50,002)
Decrease in restricted cash...... 1,250,000 -- --
Loans to related parties......... (16,325) -- --
Payments from related parties.... -- -- 556,796
Loans to stockholders............ (1,206,446) (734,282) (910,263)
Payments from stockholders....... 1,182,342 -- 9,768,240
------------- ----------- -------------
Net cash used in investing
activities................. (12,527,362) (2,759,707) (29,057,106)
------------- ----------- -------------
Cash flows from financing
activities:
Proceeds from issuance of
indebtedness.................... 135,040,061 -- 138,300,523
Principal payments on
indebtedness.................... (124,463,715) (161,994) (161,890,721)
Proceeds from issuance of related
party notes..................... 663,538 144,027 --
Principal payments on related
party notes..................... -- -- (47,723,076)
Payments for loan fees........... (1,625,000) -- (2,840,990)
Capital contributions............ 1,582,211 2,764,553 100,000
Stockholders distributions....... (5,959,936) (4,938,993) (2,250,000)
Issuance of common stock......... -- -- 99,009,900
Payments for initial public
offering costs.................. -- -- (2,613,336)
Purchase of common stock......... (548,600) -- --
------------- ----------- -------------
Net cash provided by (used
in) financing activities... 4,688,559 (2,192,407) 20,092,300
------------- ----------- -------------
Net increase (decrease) in cash
and cash equivalents............. (2,918,265) 2,243,071 (1,260,041)
Cash and cash equivalents at
beginning of year................ 7,677,863 4,759,598 7,002,669
------------- ----------- -------------
Cash and cash equivalents at end
of year.......................... $ 4,759,598 $ 7,002,669 5,742,628
============= =========== =============
Cash paid for interest............ $ 13,017,000 $12,853,000 12,052,995
============= =========== =============
Cash paid for taxes............... $ 22,000 $ 25,000 1,878,825
============= =========== =============
Supplement disclosure of non-cash
investing and financing
activities:
Financed purchases of equipment.. $ 35,649 $ -- $ --
============= =========== =============
Financed purchase of equity
investment...................... $ -- $ -- $ 3,000,000
============= =========== =============
Equity investment acquired
through placement of advertising
airtime......................... $ -- $ -- $ 873,727
============= =========== =============
Minority interests acquired
through issuance of Class A
common stock.................... $ -- $ -- $ 8,370,064
============= =========== =============
Principal payments on
indebtedness through placement
of advertising airtime.......... $ -- $ -- $ 1,770,060
============= =========== =============
Financed sale of property and
equipment to a related party.... $ -- $ -- $ 5,115,500
============= =========== =============
</TABLE>

See accompanying notes to financial statements

36
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(1) Summary of Significant Accounting Policies

(a) Basis of Presentation and Corporate Reorganization

Beasley Broadcast Group, Inc. (the "Company") operates 36 radio stations
with its primary source of revenue generated from the sale of advertising time
to local and national spot advertisers and national network advertisers. All
significant inter-company balances and transactions have been eliminated in
presenting the Company's financial statements. The accompanying financial
statements as of December 31, 1999 and for the years ended December 31, 1998
and 1999 are presented on a combined basis. The accompanying financial
statements as of and for the year ended December 31, 2000 are presented on a
consolidated basis.

Prior to February 11, 2000, the Company's radio stations were operated
through a series of subchapter S corporations, partnerships and limited
liability companies related to one another through common ownership and
control. These subchapter S corporations, partnerships and limited liability
companies were collectively known as Beasley FM Acquisition Corp. and related
companies ("BFMA") through February 10, 2000. The accompanying financial
statements reflect the financial position of BFMA as of December 31, 1999 and
include the results of operations of BFMA from January 1, 2000 to February 10,
2000.

The number of shares authorized, issued and outstanding for Beasley FM
Acquisition Corp. and related companies through February 10, 2000 is as
follows:

<TABLE>
<CAPTION>
Common
Stock
Outstanding
-----------
<S> <C>
Beasley FM Acquisition Corp. common stock, no par value;
authorized 1,000 shares; issued and outstanding 1,000 shares..... $4,464,099
Beasley Broadcasting of Eastern North Carolina, Inc. common stock,
$1 par value; authorized 100,000 shares; issued and outstanding
50,000 shares.................................................... 50,000
CSRA Broadcasters, Inc. common stock, $100 par value; authorized
600 shares; issued and outstanding 100 shares.................... 10,000
W&B Media, Inc. common stock, $1 par value; authorized 100,000
shares; issued and outstanding 2,223 shares...................... 2,223
Beasley Broadcasting of Arkansas, Inc. common stock, $1 par value;
authorized 10,000 shares; issued and outstanding 1,000 shares.... 1,000
Beasley Broadcasting of Eastern Pennsylvania, Inc. common stock,
$1 par value; authorized 10,000 shares; issued and outstanding
1,000 shares..................................................... 1,000
Beasley Broadcasting of Southwest Florida, Inc. common stock, $1
par value; authorized 10,000 shares; issued and outstanding 1,000
shares........................................................... 1,000
Beasley Radio, Inc. common stock, $1 par value; authorized 10,000
shares; issued and outstanding 1,000 shares...................... 1,000
Beasley Broadcasting of Coastal Carolina, Inc. common stock, $.01
par value; authorized 1,000 shares issued and outstanding 1,000
shares........................................................... 10
Beasley Broadcasting of Augusta, Inc. common stock, $.01 par
value; authorized 1,000 shares; issued and outstanding 1,000
shares........................................................... 10
Beasley Communications, Inc. common stock, $.01 par value;
authorized 1,000 shares; issued and outstanding 1,000 shares..... 10
----------
$4,530,352
==========
</TABLE>

The Company completed an initial public offering of common stock and the
corporate reorganization on February 11, 2000. Immediately prior to the initial
public offering, pursuant to the reorganization, affiliates of BFMA contributed
their equity interests in those entities to the Company, a newly formed holding
company, in

37
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

exchange for common stock. Immediately after these transactions, the Company
contributed the capital stock and partnership interests acquired to Beasley
Mezzanine Holdings, LLC ("BMH") and BMH became a wholly-owned subsidiary of
the Company. All S corporation elections were terminated and the resulting
entities became C corporations. The reorganization and contribution of equity
interests was accounted for in a manner similar to a pooling of interests as
to the majority owners, and as an acquisition of minority interest using the
purchase method of accounting.

Proceeds from the initial public offering, net of underwriters discount of
$7,165,100, were used as follows:

<TABLE>
<S> <C>
Repayment of the revolving credit loan......................... $58,508,421
Repayment of long-term debt, including accrued interest, to
related parties............................................... 38,228,843
Net repayment of payables and receivables, including accrued
interest, to related parties.................................. 2,272,636
-----------
Net proceeds................................................... $99,009,900
===========
</TABLE>

The Company has two classes of common stock and may issue one or more
series of preferred stock. In addition, the Company adopted an equity plan
providing various stock based compensation awards. Class B common shares are
held by majority stockholders of the former S corporations. Class A common
shares were issued in the initial public offering including shares to former
minority-interest stockholders. No shares of preferred stock were issued in
the offering. The only difference between the Class A and Class B common stock
is that Class A is entitled to one vote per share and Class B is entitled to
ten votes per share. Class B is convertible into Class A shares on a one for
one share basis under certain circumstances.

(b) Cash and Cash Equivalents

Cash and cash equivalents include demand deposits and short-term
investments with an original maturity of three months or less.

The total fixed cost of the contracts for the radio broadcast rights
relating to the Miami Dolphins, Florida Marlins and Florida Panthers sports
contracts is expensed on a straight-line basis in the quarters in which the
programs are broadcast. Other payments are expensed when additional contract
elements, such as post-season games, are paid for and broadcast.

(d) Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated on
the straight-line method over the estimated useful lives of the assets.

(e) Intangibles

Intangibles consist primarily of FCC broadcasting licenses, goodwill,
advertising base, loan fees, noncompete agreements, and other intangibles
which are amortized straight-line over their estimated useful lives.

(f) Impairment

The Company assesses the recoverability of intangibles and other long-lived
assets on an ongoing basis based on estimates of related future undiscounted
cash flows compared to net book value. If the future

38
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

undiscounted cash flow estimate is less than net book value, the net book
value is reduced to the estimated fair value. The Company also evaluates the
amortization and depreciation periods of intangibles and other long-lived
assets to determine whether events or circumstances warrant revised estimates
of useful lives.

(g) Derivative Financial Instruments

The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company uses
interest rate cap, collar and swap agreements to specifically hedge against
the potential impact of increases in interest rates on the revolving credit
loan. Interest differentials are recorded as adjustments to interest expense
in the period they occur.

(h) Revenue Recognition

Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.

(i) Barter Transactions

Trade sales are recorded at the fair value of the products or services
received. For the years ended December 31, 1998, 1999 and 2000, trade sales
were approximately $4,018,000, $4,449,000 and $8,147,000, respectively. For
the years ended December 31, 1998, 1999 and 2000, trade expenses were
approximately $3,481,000, $5,002,000 and $4,788,000, respectively.

(j) Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.

BFMA had elected to be treated as a subchapter S corporation under
provisions of the Internal Revenue Code. Under this corporate status, the
stockholders of BFMA were individually responsible for reporting their share
of taxable income or loss. Accordingly, no deferred tax assets or liabilities
have been reflected in the accompanying balance sheet as of December 31, 1999.
Pro forma income tax benefit in the accompanying statements of operations for
the years ended December 31, 1998 and 1999 includes pro forma income tax
benefit computed in accordance with SFAS 109, Accounting for Income Taxes, as
if BFMA had been subject to Federal and state income taxes for that period.

(k) Earnings per Share

Basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution that could occur if options or other contracts to issue common stock
were exercised or converted into common stock and were not anti-dilutive.

Earnings per share for the years ended December 31, 1998 and 1999 and from
January 1, 2000 to February 10, 2000 is based on the number of common shares
issued immediately prior to the initial public offering.

39
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(l) Stock-Based Compensation

Stock-based compensation is measured and recognized in accordance with APB
Opinion 25, Accounting for Stock Issued to Employees and disclosed in
accordance with SFAS 123, Accounting for Stock-Based Compensation.

(m) Segment Reporting

As of December 31, 2000 the Company operates two reportable segments
comprised of 36 separate radio stations in the eastern United States. The
reportable segments are in the radio broadcasting industry, providing a similar
product to similar customers. Net revenues, consisting primarily of national
and local advertising, are derived from external sources. The Company does not
rely on any major customer as a source of net revenue. The Company identifies
its reportable segments based on the operating management responsibility for
the segment. The chief operating decision maker uses net revenues and broadcast
cash flow as measures of profitability to assess segment profit or loss and to
allocate resources between the two segments. The accounting policies of the
segments are the same as those described in the summary of significant
accounting policies.

(n) Defined Contribution Plan

The Company has a defined contribution plan that conforms with Section
401(k) of the Internal Revenue Code. Under this plan, employees may contribute
a minimum of 1% of their compensation (no maximum) to the Plan. The Internal
Revenue Code, however, limited contributions to $ 10,000 in 1998 and 1999 and
$10,500 in 2000. There are no employer matching contributions.

(o) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates. To the
extent management's estimates prove to be incorrect, financial results for
future periods may be adversely affected.

(p) Recent Accounting Pronouncements

In June 1998 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Certain Hedging Activities." In June 2000 the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activity, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138
require that all derivative instruments be recorded on the balance sheet at
their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for
all fiscal quarters of all fiscal years beginning after June 30, 2000; the
Company adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. In accordance
with the transition provisions of SFAS 133, the Company recorded an asset of
$66,000 to recognize its derivatives at fair value.

In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities. SFAS 140
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. SFAS 140 replaces SFAS No.
125 and is effective for transfers and servicing of financial assets and
extinguishments occurring after March 31, 2001. SFAS 140 is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000.

40
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(2) Property and Equipment

Property and equipment, at cost, is comprised of the following:

<TABLE>
<CAPTION>
December 31, Estimated
-------------------------- useful lives
1999 2000 (years)
------------ ------------ ------------
<S> <C> <C> <C>
Land, buildings and
improvements........... $ 4,369,458 $ 5,466,559 31.5
Broadcast equipment..... 20,438,606 19,267,530 5
Transportation
equipment.............. 876,987 1,241,467 5
Office equipment and
other.................. 4,329,267 4,997,782 5-7
Construction in
progress............... 800,778 1,323,081 --
------------ ------------ ----
30,815,096 32,296,419
Less accumulated
Depreciation........... (15,041,921) (16,676,731)
------------ ------------
$ 15,773,175 $ 15,619,688
============ ============
</TABLE>

(3) Intangibles

Intangibles, at cost, is comprised of the following:

<TABLE>
<CAPTION>
December 31, Estimated
-------------------------- useful lives
1999 2000 (years)
------------ ------------ ------------
<S> <C> <C> <C>
FCC broadcasting licenses........... $157,700,379 $188,307,206 10-15
Goodwill............................ 16,763,990 25,219,054 15
Advertising base.................... 4,139,251 4,139,251 5
Loan fees........................... 2,975,681 5,816,671 7
Noncompete agreements............... 1,120,000 1,120,000 2-8
Other intangibles................... 5,666,932 6,011,469 5-15
------------ ------------ -----
188,366,233 230,613,651
Less accumulated amortization....... (51,078,942) (65,720,067)
------------ ------------
$137,287,291 $164,893,584
============ ============
</TABLE>

On February 11, 2000, the Company computed the fair value of minority
stockholder interests based on the number of shares issued to the stockholders
and the estimated net book values of the radio stations at the close of
business on February 10, 2000. The computed amount of $8,370,064 was recorded
using the purchase method of accounting and is included in goodwill and
additional paid-in capital in the accompanying consolidated balance sheet as of
December 31, 2000.

(4) Other Investments

In December 1999, the Company entered into an agreement to purchase 750,000
shares of preferred stock of eTour, Inc. in exchange for $3.0 million of
advertising airtime. The Company will earn these shares as advertisements are
placed over the term of the agreement. For the year ended December 31, 2000,
eTour, Inc. placed advertising airtime totaling approximately $874,000 and for
the year ended December 31, 2000, the Company earned approximately 218,000
shares. The shares contain restrictions that generally limit the Company's
ability to sell or otherwise dispose of them. The investment was recorded using
the cost method of accounting.

41
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

On January 14, 2000, the Company purchased 600,000 shares of common stock of
FindWhat.com in exchange for a $3.0 million promissory note. The shares
contained restrictions that generally limit the Company's ability to sell or
otherwise dispose of them. In January 2001, FindWhat.com filed a registration
statement under the Securities Act pursuant to which the Company may resell its
shares at prevailing market prices. The investment was initially recorded using
the cost method of accounting. On December 31, 2000, the Company considered a
decline in market value to be other than temporary and recorded an unrealized
loss on this investment of approximately $2.4 million.

On April 4, 2000, the Company purchased 5,394 shares of preferred stock of
iBiquity Digital for $50,002. The shares contain restrictions that generally
limit the Company's ability to sell or otherwise dispose of them. The
investment was recorded using the cost method of accounting.

(5) Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
December 31,
--------------------------
1999 2000
------------ ------------
<S> <C> <C>
Revolving credit loan, see below for terms of
agreement..................................... $124,680,420 $102,236,261
Note payable to FindWhat.com, see below for
terms of note agreement....................... -- 1,229,940
Note payable to Georgia Bank and Trust, payable
in monthly payments of $3,500, including
interest at 8.5% per annum, maturing on
December 5, 2002.............................. 358,930 --
Note payable to Aiken Radio, Inc., payable in
monthly payments ranging from $4,167 to
$7,844, including interest at 10% per annum,
maturing in June 2003......................... 262,627 --
Note payable to G.R.R. Marketing, Inc., payable
in monthly payments of $5,592, including
interest at prime plus 1% per annum (9.5% at
December 31, 1999), maturing in February,
2005.......................................... 281,677 --
Note payable to Columbia County Broadcasters,
Inc., payable in quarterly payments of $7,062,
including interest at 8% per annum, maturing
on December 15, 2002.......................... 73,665 --
Note payable to SunTrust Bank, payable in
monthly payments of $893, including interest
at 8.68% per annum, maturing on March 15,
2002.......................................... 79,853 --
Note payable to Georgia Bank and Trust, payable
in monthly payments of $1,134, including
interest at 9.25% per annum, maturing on
December 22, 2001............................. 24,227 --
Note payable to Myer Feldman, payable in
monthly payments of $527, including interest
at 12% per annum, maturing on April 1, 2013... 42,155 --
Note payable to Georgia Bank and Trust, payable
in monthly payments of $648, including
interest at 8% per annum, maturing on January
25,2002....................................... 14,964 --
Capital lease obligations, payable in monthly
payments ranging from $399 to $532, including
interest ranging from 8% to 20% per annum,
maturing on various dates through April 27,
2003. The leases are secured by the leased
property...................................... 28,497 20,556
------------ ------------
125,847,015 103,486,757
Less current installments of long-term debt.... (166,319) (8,352)
------------ ------------
Long-term debt, less current installments...... $125,680,696 $103,478,405
============ ============
</TABLE>

42
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

On August 31, 2000, the Company refinanced its $150.0 million revolving
credit loan. Under terms of the new credit agreement, the Company was provided
a credit facility with a maximum commitment of $300.0 million. The credit
facility includes a $150.0 million revolving credit loan and a $150.0 million
term loan. The revolving credit loan includes a $50.0 million sub-limit for
letters of credit. As of December 31, 2000, the maximum commitment under the
credit facility is $300.0 million and the outstanding balance is $102.2
million. The loans bear interest at either the base rate or LIBOR plus a margin
that is determined by the Company's debt to cash flow ratio. The base rate is
equal to the higher of the prime rate or the overnight federal funds effective
rate plus 0.5%. As of December 31, 1999, the old revolving credit loan carried
interest at an average rate of 7.95%. As of December 31, 2000, the new credit
facility carried interest at an average rate of 7.9375%. Interest is generally
payable monthly through maturity on June 30, 2008. The scheduled reductions in
the amount available under the credit facility may require principal repayments
if the outstanding balance at that time exceeds the new maximum amount
available under the credit facility. The Company must pay a quarterly unused
commitment fee, which is based upon its total leverage to operating cash flow
ratio and ranges from 0.25% to 0.375% of the unused portion of the maximum
commitment. For the years ended December 31, 1999 and 2000, our unused
commitment fee was approximately $96,000 and $284,000, respectively. The
Company has entered into interest rate hedge agreements as discussed in note
10. The credit agreement requires the Company to maintain certain financial
ratios and includes restrictive covenants. The restrictive covenants prohibit
the payment of dividends. The loans are secured by substantially all assets of
the Company.

As of December 31, 2000, the scheduled reductions of the maximum commitment
of the credit facility for the next five fiscal years and thereafter are as
follows:

<TABLE>
<CAPTION>
Revolving Total Credit
Credit Loan Term Loan Facility
------------ ------------ ------------
<S> <C> <C> <C>
2002.................................. $ -- $ 15,000,000 $ 15,000,000
2003.................................. -- 22,500,000 22,500,000
2004.................................. 15,000,000 22,500,000 37,500,000
2005.................................. 22,500,000 30,000,000 52,500,000
Thereafter............................ 112,500,000 60,000,000 172,500,000
------------ ------------ ------------
Total............................... $150,000,000 $150,000,000 $300,000,000
============ ============ ============
</TABLE>

On January 14, 2000, the Company executed a $3.0 million promissory note in
favor of FindWhat.com as consideration for the purchase of 600,000 shares of
common stock. The note bears interest at 5.73% per annum and matures on January
14, 2002. All outstanding principal and accrued interest is due at maturity,
however the Company may repay the note in full with an equivalent amount of
advertising airtime as specified in the loan agreement and a related
advertising agreement with FindWhat.com. As of December 31, 2000, the
outstanding principal amount has been reduced by approximately $1,770,000
through the placement of advertising airtime. The note is guaranteed by BFMA.

On February 16, 2000, all long-term debt, except the revolving credit loan
and capital lease obligations, was repaid in full. As of December 31, 2000,
scheduled payments of the capital lease obligations are as follows: $8,352 in
2001, $9,045 in 2002 and $3,159 in 2003.

43
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(6) Long-Term Debt to Related Parties

Long-term debt to related parties consists of the following:

<TABLE>
<CAPTION>
December 31,
-------------------------
1999 2000
------------ -----------
<S> <C> <C>
7.67% notes payable to affiliate Beasley
Broadcasting of Philadelphia, Inc., interest-
only payments are due annually, principal and
any unpaid interest due August 11, 2004....... $25,699,530 $ --
7.67% notes payable to affiliate Beasley-Reed
Broadcasting of Miami, Inc., interest-only
payments are due annually, principal and any
unpaid interest due August 11, 2004........... 11,576,092 --
------------ -----------
$ 37,275,622 $ --
============ ===========
</TABLE>

For each of the years ended December 31, 1998 and 1999, interest expense on
long-term debt to related parties was approximately $2,859,000. On February 16,
2000, all long-term debt to related parties was repaid in full.

(7) Acquisitions and Dispositions

Station acquisitions, including tax-deferred exchanges were accounted for by
the purchase method for financial statement purposes, and accordingly, the
purchase price has been allocated to the assets acquired based on their
estimated fair market values at the date of the acquisition. A substantial
portion of each purchase price was allocated to intangible assets to reflect
the FCC broadcasting licenses acquired. These FCC broadcasting licenses are
being amortized over 15 years using the straight-line basis. The excess of the
purchase price over the fair value of the net assets acquired has been recorded
as goodwill and is being amortized over 15 years using the straight-line basis.
No liabilities were assumed by the Company as a result of these acquisitions.
Operations of acquired stations have been included in the combined results of
the Company since the acquisition date of each such station.

(a) 2000 Acquisitions and Dispositions

. On January 6, 2000, the Company acquired the assets of WAEC-AM and WWWE-
AM in the Atlanta market for approximately $10.0 million. This
acquisition was financed through the Company's credit facility and
accounted for by the purchase method of accounting.

. On May 2, 2000, the Company acquired the assets of WRCA-AM in the Boston
market for approximately $6.0 million. This acquisition was financed
through the Company's credit facility and accounted for by the purchase
method of accounting.

. On May 3, 2000 the Company acquired the assets of WRFN-FM and WRDW-AM in
the Augusta market for approximately $0.8 million. This acquisition was
funded by surplus working capital and accounted for by the purchase
method of accounting.

. On June 2, 2000 the Company acquired the assets of WHSR-AM and WWNN-AM in
the Miami-Ft. Lauderdale market and WSBR-AM in the West Palm Beach market
for approximately $18.0 million. This acquisition was financed through
the Company's credit facility and accounted for by the purchase method of
accounting.

. There were no dispositions during 2000.

44
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(b) 1999 Acquisitions and Dispositions

. There were no acquisitions or dispositions during 1999.

. On February 11, 1998, BFMA acquired the assets of WJBX-FM in the Ft.
Myers-Naples market for approximately $6,000,000. This acquisition was
finance through the Company's credit facility and accounted for by the
purchase method.

. On February 11, 1998, Beasley Radio, Inc. acquired the assets of WJST-FM
in the Ft. Myers-Naples market for approximately $5,000,000. This
acquisition was finance through the Company's credit facility and
accounted for by the purchase method.

. On December 1, 1998, Beasley Broadcasting of Arkansas, Inc. ("BBA")
acquired the assets of WTMR-AM in the Philadelphia market for
approximately $8,000,000. This acquisition was finance through the
Company's credit facility and accounted for by the purchase method.

. BBA sold substantially all of the assets of KAAY-AM to Citadel
Broadcasting Company on November 17, 1998. Net proceeds from the sale
were approximately $5,000,000, which resulted in a gain of approximately
$4,356,000.

. BFMA sold substantially all of the assets of WEWO-AM to Service Media,
Inc. on August 1, 1998. Net proceeds from the sale were approximately
$150,000, which resulted in a loss of approximately $328,000.

For tax purposes, the sale of KAAY-AM and the acquisition of WTMR-AM were
treated as a tax-deferred exchange under Section 1031 of the Internal Revenue
Code to a substantial extent.

For tax purposes, the sale of WEGX-FM and WDSC-AM and the acquisition of
WJBX-FM were treated as a tax-deferred exchange under Section 1031 of the
Internal Revenue Code.

Acquisitions for the years ended December 31, 1998 and 2000 are summarized
as follows:

<TABLE>
<CAPTION>
Year ended December 31
-----------------------
1998 2000
----------- -----------
<S> <C> <C>
Property and equipment.............................. $ 1,499,641 $ 4,088,173
Other assets........................................ 2,142 --
FCC broadcasting licenses........................... 17,226,517 30,606,827
Goodwill............................................ 271,700 85,000
----------- -----------
Payments for purchase of radio stations............. $19,000,000 $34,780,000
=========== ===========
</TABLE>

Dispositions for the year ended December 31, 1998 are summarized as follows:

<TABLE>
<S> <C>
Proceeds from sale of stations................................... $5,150,000
Accounts receivable, net......................................... (5,720)
Prepaid expenses and other....................................... --
Property and equipment, net...................................... (797,915)
Intangibles, net................................................. (193,755)
Trade sales, net................................................. --
Selling expenses................................................. (124,597)
----------
Gain on sale of radio stations................................... $4,028,013
==========
</TABLE>

45
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(d) Unaudited Pro Forma Results of Operations

The following unaudited pro forma information presents the results of
operations for the years ended December 31, 1999 and 2000, with pro forma
adjustments as if the acquisitions of the stations had occurred on January 1,
1999.

This unaudited pro forma information is not necessarily indicative of what
would have occurred had the acquisitions occurred on January 1, 1999 or of
results that may occur in the future.

<TABLE>
<CAPTION>
Combined Consolidated
Year Ended Year Ended
December December 31,
31, 1999 2000
----------- ------------
<S> <C> <C>
Net revenues..................................... $99,155,267 $107,839,154
----------- ------------
Costs and expenses:
Program and production......................... 27,653,609 28,052,654
Sales and advertising.......................... 25,437,289 28,322,798
Station general and administrative............. 15,604,600 15,885,704
Corporate general and administrative........... 2,764,216 3,991,535
Equity appreciation rights..................... 606,407 1,173,759
Format change expenses......................... -- 1,545,547
Depreciation and amortization.................. 18,846,988 18,101,744
----------- ------------
Total costs and expenses..................... 90,913,109 97,073,741
----------- ------------
Operating income............................... 8,242,158 10,765,413
Other income (expense):
Interest expense............................... (16,711,312) (9,579,639)
Unrealized loss on investment.................. -- (2,400,000)
Other non-operating expenses................... (107,154) (310,754)
Interest income................................ 883,704 446,197
Other non-operating income..................... -- 168,383
----------- ------------
Loss before income taxes..................... $(7,692,604) $ (910,400)
Income tax expense............................... -- 28,878,000
----------- ------------
Net loss..................................... $(7,692,604) $(29,788,400)
=========== ============
Basic and diluted net loss per share............. $ -- $ (1.27)
=========== ============
Pro forma income tax benefit..................... $(2,838,000) $ --
=========== ============
Pro forma net loss............................... $(4,854,604) $ --
=========== ============
Pro forma basic and diluted net loss per share... $ (0.28) $ --
=========== ============
Basic and diluted common shares outstanding...... 17,423,441 23,506,091
=========== ============
</TABLE>

(e) Subsequent and Pending Acquisitions

. On January 31, 2001, the Company acquired all of the outstanding common
stock of Centennial Broadcasting Nevada, Inc. and all of the membership
interests in Centennial Broadcasting, LLC for an aggregate purchase
price, subject to certain adjustments, of approximately $113.5 million.
Centennial Broadcasting Nevada, Inc. owns approximately 18.5% of the
membership interests in Centennial Broadcasting, LLC. Centennial
Broadcasting, LLC owns the radio stations KJUL-FM, KSTJ-FM and KKLZ-FM in
Las Vegas, Nevada and WBYU-AM, WRNO-FM and KMEZ-FM in New Orleans,

46
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Louisiana. This acquisition was financed through the Company's credit
facility and accounted for by the purchase method of accounting.

. On November 13, 2000, the Company entered into an agreement to acquire
WKXC-FM and WSLT-FM in Augusta, Georgia for approximately $12.0 million.

(8) Related Party Transactions

The Company had a management agreement with Beasley Broadcasting Management
Corp., an affiliate of the Company's principal stockholder, George G. Beasley.
For the years ended December 31, 1998 and 1999, management fee expense under
the agreement was approximately $2,498,000 and $2,764,000, respectively. From
January 1, 2000 to February 10, 2000, management fee expense under the
agreement was approximately $447,000.

The Company leases certain office space from its principal stockholder,
George G. Beasley. For the years ended December 31, 1998, 1999 and 2000,
rental expense paid to Mr. Beasley was approximately $77,000, $96,000 and
$96,000, respectively.

Distributions to stockholders of the S corporations during the years ended
December 31, 1998 and 1999 were $5,959,936 and $4,938,993, respectively. From
January 1, 2000 to February 10, 2000, distributions to stockholders of BFMA
were approximately $2,250,000.

Notes receivable from related parties as of December 31, 1999 were repaid
in full on February 16, 2000. On December 28, 2000, the Company sold all of
its radio towers and related real estate assets to Beasley Family Towers, Inc.
("BFT") for approximately $5.1 million. The Company received unsecured notes
payable from BFT, which are due in monthly payments including interest at the
applicable federal rate. The notes mature on December 28, 2020. In connection
with this transaction, the Company entered into agreements to lease the radio
towers from BFT. The lease agreements expire on December 28, 2020. As of
December 31, 2000, future minimum lease payments to related parties for the
next five years and thereafter are summarized as follows:

<TABLE>
<S> <C>
2001............................................................ $ 467,000
2002............................................................ 467,000
2003............................................................ 467,000
2004............................................................ 467,000
2005............................................................ 467,000
Thereafter...................................................... 7,015,000
----------
Total......................................................... $9,350,000
==========
</TABLE>

Notes payable to related parties bore interest at 7.67% to 9.25% and were
repaid in full on February 16, 2000. For the years ended December 31, 1998 and
1999, interest expense on notes payable to related parties was approximately
$666,000 and $642,000, respectively. From January 1, 2000 to February 10,
2000, interest expense on notes payable to related parties was approximately
$80,000.

Notes receivable from stockholders bear interest at 9.25% and were repaid
in full on February 16, 2000. For the years ended December 31, 1998 and 1999,
interest income on notes receivable from related parties was approximately
$618,000 and $707,000, respectively. From January 1, 2000 to February 16,
2000, interest income on notes receivable from related parties was
approximately $135,000.

47
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(9) Commitments and Contingencies

In 1997, the Company entered into contracts for the radio broadcast rights
relating to the Miami Dolphins, Florida Marlins and Florida Panthers sports
franchises. These contracts grant WQAM-AM the exclusive, English language
rights for live radio broadcasts of the sporting events of these franchises for
a five-year term that began in 1997. The contracts require the Company to pay
certain fees and to provide commercial advertising and other considerations. As
of December 31, 2000, remaining payments of fees are as follows: $8,844,000 in
2001 and $359,000 in 2002. For the years ended December 31, 1998, 1999 and
2000, the contract expense calculated on a straight-line basis and other direct
expenses exceeded related revenues by $3,617,000, $2,770,000 and $4,034,000,
respectively. Unless the Company is able to generate significantly more
revenues under these contracts in future periods, the contracts are likely to
have a material adverse effect on the Company's results of operations on a
going-forward basis. However, in light of the uncertainty regarding future
revenues, the amount of any future loss cannot be determined at this time.

The Company leases property and equipment from third parties under one- to
ten-year operating leases. For the years ended December 31, 1998, 1999 and
2000, lease expense was approximately $1,503,000, $1,815,000 and $2,052,000,
respectively. As of December 31, 2000, future minimum lease payments to third
parties for the next five years and thereafter are summarized as follows:

<TABLE>
<S> <C>
2001............................................................ 1,673,000
2002............................................................ 1,211,000
2003............................................................ 1,171,000
2004............................................................ 1,141,000
2005............................................................ 988,000
Thereafter...................................................... 3,510,000
----------
Total......................................................... $9,694,000
==========
</TABLE>

The Company had employment agreements with two radio station managers that
contained provisions allowing the station manager to participate in the gain on
the sale of the station managed in the event it is sold, and while the station
manager was still employed by the Company. In addition, these agreements
provided that upon the occurrence of certain liquidity events the station
manager would be paid a percentage of the increase in value of the station
managed upon completion of the offering. On February 16, 2000, the Company paid
approximately $1.2 million to the station managers as a result of the initial
public offering.

In the normal course of business, the Company is party to various legal
matters. The ultimate disposition of these matters will not, in management's
judgment, have a material adverse effect on the Company's financial position.

(10) Derivative Financial Instruments

The Company uses interest rate collar and swap agreements to hedge against
the potential impact of increases in interest rates on the revolving credit
loan. For the years ended December 31, 1998 and 2000, the Company received
additional interest of approximately $11,000 and $113,000, respectively. For
the year ended December 31, 1999, the Company paid additional interest of
approximately $87,000. The amount received or paid is based on the differential
between the specified rate of the swap agreements and the variable interest
rate of the revolving credit loan. There was no additional interest paid or
received under the collar agreements.

48
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

In February 2001, one interest rate swap and one interest rate collar were
canceled and we purchased another interest rate collar. As of February 13,
2001, our collar agreements are summarized as follows:

<TABLE>
<CAPTION>
Notional Expiration
Agreement Amount Floor Cap Date
--------- ----------- ----- ---- -------------
<S> <C> <C> <C> <C>
Interest rate collar..................... $20,000,000 6.69% 8% May 2002
Interest rate collar..................... $20,000,000 5.45% 7.5% November 2002
Interest rate collar..................... $20,000,000 5.75% 7.35% November 2002
Interest rate collar..................... $55,000,000 4.99% 7% October 2003
</TABLE>

(11) Fair Value of Financial Instruments

The Company's significant financial instruments and the methods used to
estimate their fair values are as follows:

. Notes receivable from related parties--It is not practicable to estimate
the fair value of notes receivable from related parties due to their
related party nature.

. Other investments--The fair value is estimated using quoted market prices
where available and using management's best estimate where quoted market
prices are unavailable.

. Revolving credit loan--The fair value approximates carrying value due to
the interest rate being based on current market rates.

. Notes payable to related parties--It is not practicable to estimate the
fair value of notes payable to related parties due to their related party
nature.

. Hedge agreements--The Company has entered into various agreements to
hedge against the potential impact of increases in interest rates on the
revolving credit loan. These agreements as of December 31, 2000 are
summarized as follows:

<TABLE>
<CAPTION>
Estimated
Notional Expiration Fair
Agreement Amount Floor Cap Swap Date Value
--------- ----------- ----- ---- ---- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Interest rate collar..... $20,000,000 6.69% 8% -- May 2002 $(1,000)
Interest rate collar..... 20,000,000 5.85% 7.5% -- October 2002 --
Interest rate swap....... 20,000,000 -- -- 6.48% October 2002 67,000
Interest rate collar..... 20,000,000 5.45% 7.5% -- November 2002 --
Interest rate collar..... 20,000,000 5.75% 7.35% -- November 2002 --
</TABLE>

The Company is exposed to credit loss in the event of nonperformance by the
other parties to the agreements. The Company, however, does not anticipate
nonperformance by the counterparties. The fair value of the interest rate swap
agreements is estimated using the difference between the present value of
discounted cash flows using the base rate stated in the swap agreement and the
present value of discounted cash flows using the LIBOR rate at December 31,
2000. The fair values of the interest rate collar agreements are estimated
based on the amounts the Company would expect to receive or pay to terminate
the agreement.

49
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(12) Income Taxes

Pro forma income tax benefit from continuing operations for the years ended
December 31, 1998 and 1999 and income tax expense for the year ended December
31, 2000 from continuing operations is as follows:

<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------
1998 1999
(Unaudited) (Unaudited) 2000
----------- ----------- -----------
<S> <C> <C> <C>
Federal:
Current.............................. $(4,102,000) $ 567,000 $ 2,489,000
Deferred............................. 1,441,000 (2,371,000) 20,796,000
----------- ----------- -----------
(2,661,000) (1,804,000) 23,285,000
State:
Current.............................. (908,000) 125,000 1,109,000
Deferred............................. 319,000 (525,000) 4,604,000
----------- ----------- -----------
(589,000) (400,000) 5,713,000
----------- ----------- -----------
$(3,250,000) $(2,204,000) $28,998,000
=========== =========== ===========
</TABLE>

Pro forma income tax benefit for the years ended December 31, 1998 and 1999
and income tax expense for the year ended December 31, 2000 differ from the
amounts that would result from applying the federal statutory rate of 34% to
the Company's loss before income taxes, as follows:

<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------
1998 1999
(Unaudited) (Unaudited) 2000
----------- ----------- -----------
<S> <C> <C> <C>
Expected tax benefit................. $(2,920,000) $(2,058,000) $ (204,000)
State income taxes, net of federal
benefit............................. (397,000) (280,000) 532,000
Establishment of deferred tax assets
and liabilities upon conversion from
a subchapter S corporation to a
subchapter C corporation on February
11, 2000............................ -- -- 28,297,000
Non-deductible amortization of
minority interest acquisitions...... -- -- 194,000
Other................................ 67,000 134,000 179,000
----------- ----------- -----------
$(3,250,000) $(2,204,000) $28,998,000
=========== =========== ===========
</TABLE>

Temporary differences that give rise to the components of pro forma deferred
tax assets and liabilities, are as follows:

<TABLE>
<CAPTION>
December 31,
--------------------------
1999
(Unaudited) 2000
------------ ------------
<S> <C> <C>
Allowance for doubtful accounts................ $ 2,623,000 $ 176,000
Unrealized loss on investment.................. -- 927,000
Accrued interest on notes receivable from
related parties............................... 1,457,000 --
Notes receivable from related parties.......... 478,000 --
------------ ------------
Gross deferred tax assets.................... 4,558,000 1,103,000
Intangibles.................................... (27,929,000) (25,633,000)
Property and equipment......................... (1,113,000) (869,000)
------------ ------------
Gross deferred tax liabilities............... (29,042,000) (26,502,000)
------------ ------------
Net deferred tax liabilities................. $(24,484,000) $(25,399,000)
============ ============
</TABLE>

50
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

(13) Segment Information

Segment information, in thousands of dollars for the years ended December
31, 1998, 1999 and 2000 are as follows:

<TABLE>
<CAPTION>
December 31,
----------------------------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Total assets:
Radio Group One............................ $ 97,530 $ 97,802 $117,790
Radio Group Two............................ 97,243 88,059 100,369
-------- -------- --------
Total...................................... $194,773 $185,861 $218,159
======== ======== ========

<CAPTION>
Year ended December 31,
----------------------------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Net revenues:
Radio Group One............................ $ 50,825 $ 59,798 $ 68,984
Radio Group Two............................ 30,608 33,823 37,170
-------- -------- --------
Total...................................... 81,433 93,621 106,154
-------- -------- --------
Broadcast cash flow:
Radio Group One............................ $ 10,922 $ 18,116 $ 21,382
Radio Group Two............................ 8,820 8,845 13,047
-------- -------- --------
Total...................................... 19,742 26,961 34,429
-------- -------- --------
Reconciliation to net loss before income
taxes:
Corporate general and administrative
expenses.................................. $ (2,498) $ (2,764) $ (3,992)
Equity appreciation rights................. -- (606) (1,174)
Format change expenses..................... -- -- (1,545)
Depreciation and amortization.............. (16,097) (16,410) (17,409)
Interest expense........................... (13,602) (14,008) (8,813)
Unrealized loss on investment.............. -- -- (2,400)
Other non-operating income (expense)....... (160) 775 304
Gain on sale of radio stations............. 4,028 -- --
-------- -------- --------
Net loss before income taxes............... $ (8,587) $ (6,052) $ (600)
======== ======== ========
</TABLE>

Radio Group One includes radio stations located in Miami-Ft. Lauderdale, FL,
Ft. Myers-Naples, FL, West Palm Beach, FL and Greenville-New Bern-Jacksonville,
NC. Radio Group Two includes radio stations located in Atlanta, GA,
Philadelphia, PA, Boston, MA, Fayetteville, NC and Augusta, GA.

Broadcast cash flow consists of operating income before corporate general
and administrative expenses, equity appreciation rights, and depreciation and
amortization.

(14) Equity Plan

On February 11, 2000, the Company adopted The 2000 Equity Plan of Beasley
Broadcast Group, Inc. (the "Plan"). A total of 3,000,000 shares of Class A
common stock were reserved for issuance under the Plan, of which 2,500,000
stock options were granted on February 11, 2000 with an exercise price per
share equal to the initial public offering price. All stock options have ten-
year terms and generally vest and become fully exercisable after a period of
three to four years from the date of grant, however some contain performance-
related provisions that may delay vesting beyond four years.

51
<PAGE>

BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

As of December 31, 2000, there were 418,000 additional shares available for
grant under the Plan. The per share weighted-average fair value of stock
options granted during 2000 was $8.85 on the date of grant using the Black
Scholes option-pricing model with the following weighted-average assumptions:
expected life of 7 years, expected volatility of 50%, risk-free interest rate
of 5.11% to 5.33%, and no expected dividend yield.

The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS No. 123, the
Company's net loss for the year ended December 31, 2000 would have been
increased to the pro forma amounts indicated below:

<TABLE>
<S> <C>
Net loss:
As reported................................................. $(29,597,687)
Pro forma................................................... (33,071,326)
Net loss per share:
Basic and diluted........................................... (1.26)
Pro forma basic and diluted................................. (1.41)
</TABLE>

Stock option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
Weighted-
Average
Number of Exercise
Shares Price
--------- ---------
<S> <C> <C>
Balance as of February 11, 2000......................... -- --
Granted............................................... 2,607,000 $15.26
Exercised............................................. -- --
Forfeited............................................. (25,000) 15.50
Expired............................................... -- --
--------- ------
Balance as of December 31, 2000......................... 2,582,000 $15.26
========= ======
</TABLE>

As of December 31, 2000, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $7.87--$15.50 and 9.7
years, respectively.

As of December 31, 2000, the number of options exercisable was 49,438 and
the weighted-average exercise price of those options was $14.32.

(15) Subsequent Event

On December 29, 1998, the Company filed a lawsuit in the Circuit Court of
the Eleventh Judicial Circuit, Miami-Dade County, against the Florida Marlins
Inc., Florida Marlins Baseball Team, Ltd., and Front Row Communications for
breach of contract and other related claims. The lawsuit is based on actions
taken by the Florida Marlins major league baseball team to trade or release key
players of the Marlins after the 1997 season, thereby transforming the Marlins
into a non-competitive team. On January 14, 2000, the court dismissed the
Marlins' motion for summary judgment. On May 22, 1999, the Marlins countersued
for breach of contract. On January 10, 2001, the Company settled both lawsuits
with the other parties with no material impact on the accompanying financial
statements.

52
<PAGE>

BEASLEY BROADCAST GROUP, INC.

FINANCIAL STATEMENT SCHEDULE

VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 1998, 1999 and 2000

<TABLE>
<CAPTION>
Column B Column E
Balance Column C Balance
at Provision Column D at End
Beginning for Bad Charge of
Column A Description of Period Debts Offs Period
-------------------- --------- --------- --------- --------
<S> <C> <C> <C> <C>
Year ended December 31, 1998:
Allowance for doubtful accounts....... 1,092,000 1,129,211 1,631,859 589,352

Year ended December 31, 1999:
Allowance for doubtful accounts....... 589,352 803,074 832,144 560,282

Year ended December 31, 2000:
Allowance for doubtful accounts....... 560,282 1,673,939 1,627,074 607,147
</TABLE>

53
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table provides information concerning our directors and
executive officers.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
George G. Beasley....... 68 Chairman and Chief Executive Officer
Bruce G. Beasley........ 43 President, Co-Chief Operating Officer and Director
Allen B. Shaw........... 57 Vice Chairman and Co-Chief Operating Officer
B. Caroline Beasley..... 38 Vice President, Chief Financial Officer, Secretary,
Treasurer and Director
Brian E. Beasley........ 41 Vice President of Operations and Director
Joe B. Cox.............. 61 Director
Mark S. Fowler.......... 59 Director
Herbert W. McCord....... 58 Director
</TABLE>

George G. Beasley founded Beasley Broadcast Group in 1961 and has served
since inception as the Company's Chairman and Chief Executive Officer. Mr.
Beasley served on the North Carolina Association of Broadcasters' Board of
Directors for eight years and has served that Association as President and Vice
President. Mr. Beasley was awarded the Distinguished Broadcaster of North
Carolina Award in 1988. Mr. Beasley has a B.A. and M. A. from Appalachian State
University. George G. Beasley is the father of Bruce G. Beasley, B. Caroline
Beasley and Brian E. Beasley.

Bruce G. Beasley has served as the Company's President and Chief Operating
Officer since 1997 and as a director since 1980. He began his career in the
broadcasting business with Beasley Broadcast Group in 1975 and since that time
has served in various capacities including General Sales Manager of a radio
station, General Manger of a radio station and Vice President of Operations of
Beasley Broadcast Group. Currently, Mr. Beasley oversees the operation of all
radio stations. Mr. Beasley serves on the Boards of Directors of the North
Carolina Association of Broadcasters and the Radio Advertising Bureau. Mr.
Beasley has a B.S. from East Carolina University. Mr. Beasley is the son of
George G. Beasley and the brother of B. Caroline Beasley and Brian E. Beasley.

Allen B. Shaw joined Beasley Broadcast Group as the Vice Chairman of the
Board of Directors and Co-Chief Operating Officer in February 2001 as part of
the Company's acquisition of Centennial Broadcasting. From 1990 to February
2001, Mr. Shaw was the President and Chief Executive Officer of Centennial
Broadcasting. Mr. Shaw previously served as the Chief Operating Officer of
Beasley from 1985 to 1990.

Caroline Beasley has served as the Company's Vice President, Chief Financial
Officer and Secretary since 1994 and as a director since 1983. She joined
Beasley Broadcast Group in 1983 and since that time has served in various
capacities including Business Manager, Assistant Controller and Corporate
Controller. Ms. Beasley is a member of the Broadcast and Cable Financial
Management Association. Ms. Beasley has a B.S. from the University of North
Carolina at Chapel Hill. Ms. Beasley is the daughter of George G. Beasley and
the sister of Bruce G. Beasley and Brian E. Beasley.

Brian E. Beasley has served as the Company's Vice President of Operations
since 1997 and as a director since 1982. He began his career in broadcasting
during high school in 1977. He joined Beasley full-time in 1982 as General
Manager of the previously-owned cable TV division. In 1985, he became Senior
Account Executive to a radio station. Since that time, Mr. Beasley has served
as General Manger to three different radio stations and most recently has been
named Vice President of Operations. Mr. Beasley has a B.S. from East Carolina
University. Mr. Beasley is the son of George G. Beasley and the brother of
Bruce G. Beasley and B. Caroline Beasley.

54
<PAGE>

Joe B. Cox has been a director of Beasley Broadcast Group since February
2000. Mr. Cox is a partner at the law firm of Cummings and Lockwood. Mr. Cox
has practiced law for 34 years, primarily in the tax, corporate and estate law
areas. Mr. Cox is a director of Citizens National Bank.

Mark S. Fowler, age 59, has been a director of Beasley Broadcast Group since
February 2000. Mr. Fowler was of counsel at the law firm of Latham & Watkins
from 1987 to December 31, 2000. Mr. Fowler has served as Chairman of UniSite,
Inc. since 1994 and Chairman of Assure Sat, Inc. since 1997. Mr. Fowler is also
a director of Pac-West Telecom, Inc. and Talk.com, Inc. Mr. Fowler served as
Chairman of the FCC from 1981 until 1987.

Herbert W. McCord, age 58, has been a director of Beasley Broadcast Group
since May 2000. Mr. McCord currently is President of Granum Communications
Corporation, a management consulting firm specializing in the radio industry,
which he founded in 1991. Prior to starting Granum, Mr. McCord worked in the
radio industry at the station and management levels for over twenty years. Mr.
McCord serves as a member of the Executive Committee for the Board of Directors
of the Radio Advertising Bureau.

Committees Of The Board Of Directors

Our Board of Directors has established an Audit Committee and a Compensation
Committee.

Audit Committee. The Audit Committee consists of Messrs. Cox, Fowler and
McCord. The responsibilities of the audit committee include:

. recommending to the Board of Directors independent public accountants to
conduct the annual audit of our financial statements;

. reviewing the proposed scope of the audit and approving the audit fees to
be paid;

. reviewing the Company's accounting and financial controls with the
independent public accountants and our financial and accounting staff;
and

. reviewing and approving transactions, other than compensation matters
,between us and our directors, officers and affiliates.

Compensation Committee. The Compensation Committee consists of Messrs. Cox,
Fowler, and McCord. This Committee provides a general review of the Company's
compensation plans to ensure that they meet corporate objectives. The
responsibilities of the compensation committee also include administering and
interpreting The 2000 Equity Plan of Beasley Broadcast Group.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file.

Based solely on its review of the copies of such reports and upon written
representations from certain reporting persons, the Company believes that, for
the year ended December 31, 2000, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten percent
stockholders were complied with on a timely basis, except Mr. McCord's Form 3,
Initial Statement of Beneficial Ownership of Securities, the George Beasley
Grantor Retained Annuity Trust's Form 3, Initial Statement of Beneficial
Ownership of Securities, the George Beasley Estate Reduction Trust's Form 3,
Initial Statement of Beneficial Ownership of Securities, and Mr. Brian E.
Beasley's Form 4, Statement of Changes of Beneficial Ownership of Securities,
reporting one transaction.

55
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain annual compensation information for
Beasley's Chief Executive Officer and the other four most highly paid executive
officers of Beasley whose annual salary exceeded $100,000 as of December 31,
2000 (collectively, the "Named Officers").

Summary Compensation Table

<TABLE>
<CAPTION>
Annual compensation
-----------------------------
Name and principal Other annual All other
position Year Salary Bonus compensation compensation
------------------ ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
George G. Beasley..............
Chairman and Chief Executive 2000 $490,081 -- -- $306,212*
Officer 1999 434,094 -- -- 285,549*

Bruce G. Beasley...............
President and Co-Chief 2000 $320,965 -- -- --
Operating Officer 1999 300,365 -- -- --

Caroline Beasley............... 2000 $266,985 $50,000 -- --
Chief Financial Officer 1999 222,599 -- -- --

Brian E. Beasley............... 2000 $295,622 -- -- --
Vice President of Operations 1999 266,259 -- -- --
</TABLE>
- --------
* Amounts attributable to the insurance portion of a split-dollar life
insurance policy.

The following table sets forth certain information with respect to stock
option to purchase shares of the Company's common stock awarded during the
fiscal year ended December 31, 2000 to the Named Officers.

Option Grants In Fiscal Year 2000
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------
Number of Percent of
securities total options Total
underlying granted to Exercise grant date
options employees in price Expiration present
Name granted fiscal year(1) ($/share) date value(2)
---- ---------- -------------- --------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
George G. Beasley....... 487,500 18.7% $15.50 2/11/10 $4,382,625
Bruce G. Beasley........ 487,500 18.7 15.50 2/11/10 4,382,625
Caroline Beasley........ 487,500 18.7 15.50 2/11/10 4,382,625
Brian E. Beasley........ 487,500 18.7 15.50 2/11/10 4,382,625
</TABLE>

- --------
(1) Total options granted to all executive officers, other employees and non-
employee directors of the Company in 2000 were for an aggregate of
2,607,000 shares of the Company's Class A Common Stock.
(2) The hypothetical present values on the grant date were calculated under the
Black Scholes option pricing model, which is a mathematical formula used to
value options traded on stock exchanges. The formula considers a number of
assumptions in hypothesizing an option's present value. Assumptions used to
value the options include an expected life of seven years, expected
volatility of 50%, risk-free interest rate of 5.18%, and no expected
dividend rate. The ultimate realizable value of an option will depend on
the actual market value of the common stock on the date of exercise as
compared to the exercise price of the option. Consequently, there is no
assurance that the hypothetical present value of the stock options
reflected in this table will be realized.

Employment Agreements

George G. Beasley Employment Agreement. The Company entered into a three
year employment agreement with George G. Beasley effective as of January 31,
2000 pursuant to which he serves as our Chief Executive Officer and Chairman of
the board of directors. Mr. Beasley receives an annual base salary of $500,000
subject to an annual increase of not less than 5%, and an annual cash bonus at
the discretion of the board of directors. Mr. Beasley also received an option
to purchase 487,500 shares of our Class A common stock under the Company's 2000
equity plan at an exercise price equal to $15.50. This option vests over the
term of the employment agreement. The Company could incur severance obligations
under the terms of the employment agreement in the event that Mr. Beasley's
employment is terminated without cause or if he resigns for good reason.

56
<PAGE>

Bruce G. Beasley Employment Agreement. The Company entered into a three year
employment agreement with Bruce G. Beasley effective as of January 31, 2000
pursuant to which he serves as the President and Chief Operating Officer. Mr.
Beasley receives an annual base salary of $325,000 subject to an annual
increase of not less than 5% and an annual cash bonus at the discretion of the
board of directors. Mr. Beasley also received an option to purchase 487,500
shares of the Company's Class A common stock under the 2000 equity plan at an
exercise price equal to $15.50. This option vests over the term of the
employment agreement. The Company could incur severance obligations under the
terms of the employment agreement in the event that Mr. Beasley's employment is
terminated without cause or if he resigns for good reason.

Allen B. Shaw Employment Agreement. The Company entered into a three year
employment agreement with Allen Shaw pursuant to which he will serve as our Co-
Chief Operating Officer and Vice Chairman of our board of directors. Mr. Shaw
will receive an annual base salary of $322,350, subject to an annual increase
of not less than 5%, and an annual cash bonus at the discretion of the board of
directors. Mr. Shaw also received an option to purchase 50,000 shares of our
Class A common stock on February 1, 2001 under our 2000 equity plan at an
exercise price equal to the closing price of BBGI Class A common stock on the
day before the grant. The option vests on February 1, 2011, but may become
exercisable earlier, on the anniversary date of the date of grant, if certain
material conditions are satisfied (33% each time a material condition is
satisfied). We could incur severance obligations under the expected terms of
the employment agreement in the event that Mr. Shaw's employment is terminated
without cause or if he resigns for good reason.without cause or if he resigns
for good reason.

Caroline Beasley Employment Agreement. The Company entered into a three year
employment agreement with Caroline Beasley pursuant to which she serves as the
Chief Financial Officer. Ms. Beasley receives an annual base salary of $275,000
subject to an annual increase of not less than 5%, and an annual cash bonus at
the discretion of the board of directors. Ms. Beasley also receive an option to
purchase 487,500 shares of the Company's Class A common stock under the 2000
equity plan at an exercise price equal to $15.50. This option vests over the
term of the employment agreement. The Company could incur severance obligations
under the terms of the employment agreement in the event that Ms. Beasley's
employment is terminated without cause or if she resigns for good reason. Ms.
Beasley also received a $50,000 cash bonus upon completion of the initial
public offering.

Brian E. Beasley Employment Agreement. The Company entered into a three year
employment agreement with Brian E. Beasley pursuant to which he serves as the
Vice President of Operations. Mr. Beasley receives an annual base salary of
$300,000 subject to an annual increase of not less than 5%, and an annual cash
bonus at the discretion of the board of directors. Mr. Beasley also received an
option to purchase 487,500 shares of the Company's Class A common stock under
the 2000 equity plan at an exercise price equal to $15.50. This option vests
over the term of the employment agreement. The Company could incur severance
obligations under the terms of the employment agreement in he event that Mr.
Beasley's employment is terminated without cause or if the resigns for good
reason.

2000 Equity Plan

On February 11, 2000, we adopted The 2000 Equity Plan of Beasley Broadcast
Group. This equity plan is our first plan under which employee stock options
have been granted. The principal purpose of the equity plan is to attract,
retain and motivate selected officers, employees, consultants and directors
through the granting of stock-based compensation awards. The equity plan
provides for a variety of compensation awards, including non-qualified stock
options, incentive stock options that are within the meaning of Section 422 of
the Internal Revenue Code, stock appreciation rights, restricted stock,
deferred stock, dividend equivalents, performance awards, stock payments and
other stock-related benefits. A total of 3,000,000 shares of Class A common
stock were reserved for issuance under the equity plan, of which 2,500,000
shares were granted on February 11, 2000. These options have an exercise price
of $15.50 per share. As of December 31, 2000, the Company had granted 2,607,000
options under this plan.

The equity plan provides that a committee of independent directors has the
authority to select the employees and consultants to whom awards are to be
made, to determine the number of shares to be subject to

57
<PAGE>

those awards and their terms and conditions, and to make all other
determinations and to take all other actions necessary or advisable for the
administration of the equity plan with respect to employees or consultants.

The equity plan also provides that, each of our independent director
nominees will automatically be granted options to purchase 20,000 shares of our
Class A common stock upon election to our board of directors. These options
will have an exercise price per share equal to the fair market value per share
of our Class A common stock as of the date of grant, and will be exercisable
with respect to 10,000 shares as of the date of grant and will become
exercisable with respect to an additional 5,000 shares on each of the first two
anniversaries of the date of grant. The board may make additional option grants
to our independent directors from time to time, in its discretion, on such
terms as the board determines consistent with the equity plan.

The committee and the board is authorized to adopt, amend and rescind rules
relating to the administration of the equity plan, and to amend, suspend and
terminate the equity plan. We have attempted to structure the equity plan in a
manner such that remuneration attributable to stock options and other awards
will not be subject to the deduction limitation contained in Section 162(m) of
the Internal Revenue Code.

Director Compensation

In the past, directors did not receive any fees for service on the Board of
Directors. The Board of Directors has considered and may implement paying its
non-employee directors a fee for each Board meeting and Committee meeting
attended. The Board of Directors may do this on a retroactive basis. Non-
employee directors would continue to be reimbursed for their out-of-pocket
travel expenses for each Board of Directors and Committee meeting attended.

Compensation Committee Interlocks And Insider Participation

During the fiscal year ended December 31, 2000, the Compensation Committee
consisted of three members, Messrs. Cox, Fowler and McCord. None of the members
was at any time during the fiscal year ended December 31, 2000, or at any other
time, an officer or employee of the Company. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as members of the
Company's Board of Directors or Compensation Committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Class A Common Stock as of January 31, 2001, by:

. each person who is known by us to own beneficially more than 5% of the
Class A Common Stock;

. each of our directors;

. each of the Named Officers; and

. all current officers and directors as a group.

Each stockholder possess sole voting and investment power with respect to
the shares listed, unless otherwise noted. Shares of Class B Common stock are
convertible into shares of Class A common stock on a one-for-one basis.

The number of Class A shares owned by George G. Beasley include options to
purchase 162,500 shares of Class A Common Stock and 13,000 shares of Class A
Common Stock held for the benefit of his grandchildren, which he disclaims
beneficial ownership of. The number of Class B shares owned by George G.
Beasley consists of 12,337,486 shares owned individually by him, 1,514,599
shares owned by the George Beasley Grantor Retained Annuity Trust and 39,835
shares owned by Shirley W. Beasley, Mr. Beasley's spouse. The number of Class A
shares owned by Bruce G. Beasley, Caroline Beasley and Brian E. Beasley include
options for each of them to purchase 162,500 shares of Class A Common Stock.
The number of Class B shares owned by Bruce G. Beasley and Caroline Beasley
each include 356,736 owned individually by each of them and

58
<PAGE>

897,518 shares owned by the George Beasley Estate Reduction Trust as to which
they share voting and dispositive power as trustees. Messrs. Cox and Fowler's
ownership includes options to purchase 15,000 Class A shares at $15.50 per
share and Mr. McCord's ownership includes options to purchase 10,000 Class A
shares at the $10.38 per share. The number of Class A shares owned by Bradley
C. Beasley includes options to purchase 33,334 shares of Class A Common Stock.
Unless otherwise indicated, the address of each beneficial owner is c/o Beasley
Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103.

<TABLE>
<CAPTION>
Common Stock
----------------------------------
Class A Class B Percent
--------------- ------------------ Percent of
Number Percent Percent of total total
Name of Beneficial of of Number of economic voting
Owner Shares class of Shares class interest power
------------------ ------ ------- ---------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
George G. Beasley......... 176,900 2.4% 13,891,920 81.6% 57.6% 78.3%
George Beasley Grantor
Retained Annuity Trust... -- -- 1,514,599 8.9 6.2 8.5
Bruce G. Beasley.......... 165,000 2.2 1,254,254 7.4 5.8 7.2
Caroline Beasley.......... 164,500 2.2 1,254,254 7.4 5.8 7.2
George Beasley Estate
Reduction Trust.......... -- -- 897,518 5.3 3.7 5.1
Bradley C. Beasley........ 34,334 0.5 741,462 4.4 3.2 4.2
Brian E. Beasley.......... 162,500 2.2 420,265 2.5 2.4 2.5
Thomson, Horstmann &
Bryant................... 501,900 6.9 -- -- 2.1 0.3
Park 80 West
Plaza Two
Saddle Brook, NJ 07663
Joe B. Cox................ 25,000 * -- -- * *
Mark S. Fowler............ 16,000 * -- -- * *
Herbert W. McCord......... 11,000 * -- -- * *
All directors and
executive officers as a
group.................... 720,900 9.1% 15,923,175 93.5% 66.7% 89.8%
</TABLE>
- --------
* Less than one percent.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indebtedness to Affiliates

From time to time prior to the completion of the Company's initial public
offering on February 11, 2000, Beasley had incurred indebtedness to related
parties and affiliated entities. The Company used a portion of the net proceeds
from the initial public offering to repay all indebtedness to related parties
and affiliated entities outstanding at the completion of the offering. The
repayments consisted of the following:

. $25,976,006 owed to an affiliated entity owned by George G. Beasley,
Shirley Beasley (the wife of George G. Beasley), Caroline Beasley, Bruce
G. Beasley, Brian E. Beasley, Bradley C. Beasley and Robert E. Beasley;

. $11,611,038 owed to another affiliated entity, wholly-owned by George G.
Beasley; and

. $13,516,008 owed to George G. Beasley, an affiliated entity wholly-owned
by George G. Beasley and Brian E. Beasley.

Indebtedness from Affiliates

From time to time prior to the completion of the Company's initial public
offering, George G. Beasley, members of his immediate family and entities
affiliated with them had borrowed funds from the Company. The aggregate
indebtedness of $9,420,093 was repaid to Beasley at the completion of the
offering.

Distribution to Affiliates

A distribution of approximately $1.0 million was made to George G. Beasley
and his immediate family January 2000 to cover tax liabilities arising from the
pass-through corporate structure of the entities that comprised Beasley
Broadcast Group prior to the reorganization.

59
<PAGE>

Corporate Reorganization

Prior to the completion of the Company's initial public offering, Beasley
Broadcast Group comprised of a series of subchapter S corporations, a general
partnership and a series of limited partnerships and limited liability
companies. In connection with the offering, the subchapter S corporation status
was terminated and all former subchapter S corporations and partnerships became
indirect, wholly-owned subsidiaries of Beasley Broadcast Group, Inc., through
the exchange by the Company's equity holders of their interests in the
subchapter S corporations and partnerships for interests in Beasley Broadcast
Group. To effect this corporate reorganization:

. George G. Beasley and members of his immediate family contributed their
equity interest in the prior entities to Beasley Broadcast Group in
exchange for a total of 17,021,373 shares of Class B common stock of
Beasley Broadcast Group; and

. two of our general managers contributed their equity interests in two of
the prior entities to Beasley Broadcast Group in exchange for a total of
402,068 shares of Class A common stock of Beasley Broadcast Group.

Radio Towers Sale and Leaseback

On December 28, 2000, the Company sold its radio towers and related real
estate assets to Beasley Family Towers, Inc. (BFT) for approximately $5.1
million. Beasley Family Towers is a corporation owned by George G. Beasley,
Bruce G. Beasley, Caroline Beasley, Brian E. Beasley and other family members
of George G. Beasley. The purchase price was paid by unsecured notes payable to
the Company from BFT in monthly payments at an interest rate equal to the
applicable federal rate. The notes mature on December 28, 2020. In conjunction
with this sale, the Company entered into lease agreements that expire on
December 28, 2020 to leaseback the towers or space on the towers and certain
transmitter buildings from BFT.

Office and Studio Leases

The Company leases office and studio broadcasting space for radio station
WRXK-FM and WXKB-FM in Ft. Myers, Florida from George G. Beasley. The current
annual rent for this space is approximately $95,000. The Company believes that
these lease agreements are on terms at least as favorable to it as could have
been obtained from an unaffiliated party.

The Company leases office space in Naples, Florida from Beasley Broadcasting
Management Corp., which is wholly-owned by George G. Beasley. The current
annual rent for the office space is approximately $90,000. The Company believes
that the lease agreement is on terms at least as favorable to it as could have
been obtained from an unaffiliated party.

Augusta Radio Tower Lease

The Company's Augusta radio station, WCHZ-FM, leases its radio tower from
Wintersrun Communication, Inc., which is owned by George G. Beasley and Brian
E. Beasley. The current annual rent for the tower is approximately $21,000. The
Company believes that the lease agreement is on terms at least as favorable to
it as could have been obtained from an unaffiliated party.

Centennial Transaction

As of February 1, 2001, we purchased all of the outstanding common stock of
Centennial Broadcasting Nevada, Inc. and all of the membership interests in
Centennial Broadcasting, LLC for approximately $113.5 million. Centennial
Broadcasting Nevada, Inc. owned approximately 18.5% of the membership interests
in Centennial Broadcasting, LLC, which owned the radio stations KJUL-FM, KSTJ-
FM and KKLZ-FM in Las Vegas, Nevada and WBYU-AM, WRNO-FM and KMEZ-FM in New
Orleans, Louisiana. Our Co-Chief Operating Officer and Vice Chairman of the
Board of Directors, Allen B. Shaw, owned approximately 8.5% of Centennial
Broadcasting, LLC and received a distribution of approximately $6.1 million,
subject to certain conditions, as a result of this transaction.

60
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Financial Statements. A list of financial statements included herein is
set forth in the Index to Financial Statements appearing in "ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA."

(b) Reports on Form 8-K. The following reports on Form 8-K were filed by us
during the fourth quarter of the fiscal year ended December 31, 2000:

We filed a Current Report on Form 8-K on December 13, 2000 disclosing under
Item 5 a second amendment to the Equity Interest Purchase Agreement for
Centennial Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC.

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1 Asset purchase agreement of radio stations WAEC-AM and WWWE-AM in
Atlanta and Hapeville, Georgia, dated August 13, 2000.(1)

2.2 Asset purchase agreement of radio station WRCA-AM in Waltham,
Massachusetts, dated December 31, 1999.(1)

2.3 Asset purchase agreement of radio stations WWNN-AM and WHSR-AM in
Pompano Beach, Florida and WSBR-AM in Boca Raton, Florida, dated
December 30, 1999.(1)

2.4 Equity interest purchase agreement of Centennial Broadcasting Nevada,
Inc. and Centennial Broadcasting, LLC, dated June 2, 2000.(2)

2.4 First amendment to equity interest purchase agreement of Centennial
Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
December 13, 2000.(3)

2.5 Second amendment to equity interest purchase agreement of Centennial
Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
December 13, 2000.(4)

2.6 Asset purchase agreement of radio stations WKXC-FM and WSLT-FM in
Augusta, Georgia, dated November 13, 2000.

3.1 Third amended and restated bylaws of the Registrant.

10.1 George G. Beasley executive employment agreement with Beasley
Mezzanine Holdings, LLC, dated January 31, 2000.(1)

10.2 Bruce G. Beasley executive employment agreement with Beasley Mezzanine
Holdings, LLC, dated January 31, 2000.(1)

10.3 B. Caroline Beasley executive employment agreement with Beasley
Mezzanine Holdings, LLC, dated January 31, 2000.(1)

10.4 Brian E. Beasley executive employment agreement with Beasley Mezzanine
Holdings, LLC, dated January 31, 2000.(1)

10.5 Beasley Broadcast Group Contribution Agreement, dated as of November
23, 1999 between Beasley Broadcast Group, Inc., George G. Beasley,
Bruce G. Beasley, Brian E. Beasley, B. Caroline Beasley, Bradley C.
Beasley, Robert E. Beasley, Shirley W. Beasley, J. Daniel Highsmith,
Reed Miami Holdings, Inc., Beasley FM Acquisition Corp. and affiliated
entities.(1)

10.6 Note of indebtedness issued to Beasley Broadcasting of Philadelphia,
Inc., in the principal amount of $24,545,566.53, dated August 11,
1994.(1)
</TABLE>

61
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.7 Note of indebtedness issued to Beasley-Reed Broadcasting of Miami,
Inc., in the principal amount of $11,498,147.97, dated August 11,
1994.(1)

10.8 Form of notes of indebtedness by and between Beasley Broadcast Group,
Inc. and affiliates, dated January 31, 2000.(1)

10.9 The 2000 Equity Plan of Beasley Broadcast Group, Inc.(1)

10.10 Form of agreement of sale of four communications towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.(1)

10.11 Form of agreement of sale of a communications tower between Beasley
Broadcasting of Eastern North Carolina, Inc. and Beasley Family
Towers, Inc.(1)

10.12 Form of agreement of sale of a communications tower between Beasley
Broadcasting of New Jersey, Inc. and Beasley Family Towers, Inc.(1)

10.13 Form of agreement of sale of a communications tower between Beasley
Broadcasting of Eastern Pennsylvania, Inc. and Beasley Family Towers,
Inc.(1)

10.14 Form of agreement of sale of a communications tower between Beasley
Broadcasting of Coastal Carolina, Inc. and Beasley Family Towers,
Inc.(1)

10.15 Form of agreement of sale of a communications tower between Beasley
Reed Acquisition Partnership and Beasley Family Towers, Inc.(1)

10.16 Form of agreement of sale of three communications towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.(1)

10.17 Credit agreement between Beasley Mezzanine Holdings, LLC and Fleet
National Bank, as syndication agent, Bank of America, as documentation
agent, the Bank of New York, as co-documentation agent and managing
agent, and the Bank of Montreal, Chicago Branch, as administrative
agent, dated August 31, 2000.(5)

10.18 Amendment to Agreement of Sale of Four Communications Towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.

10.19 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Eastern North Carolina, Inc. and Beasley
Family Towers, Inc.

10.20 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting New Jersey, Inc. and Beasley Family Towers, Inc.

10.21 Amendment to Agreement of Sale of Three Communications Towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.

10.22 Agreement of Sale of a Communications Tower between Beasley Radio and
Beasley Family Towers

10.23 Amendment to Agreement of Sale of a Communications Tower between
Beasley Radio and Beasley Family Towers

10.24 Agreement of Sale of a Communications Tower between Beasley
Broadcasting of Augusta and Beasley Family Towers

10.25 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Augusta and Beasley Family Towers

10.26 Agreement of Sale of a Communications Tower between Beasley
Broadcasting of Augusta and Beasley Family Towers
</TABLE>

62
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.27 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Augusta and Beasley Family Towers

10.28 Agreement of Sale of Two Communications Towers between Beasley FM
Acquisition and Beasley Family Towers

10.29 Amendment to Agreement of Sale of a Communications Tower between
Beasley FM Acquisition and Beasley Family Towers

10.30 Allen B. Shaw executive employment agreement with Beasley Mezzanine
Holdings, LLC, dated February 1, 2001.

10.31 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Eastern Pennsylvania, Inc. and Beasley Family
Towers, Inc.

10.32 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Coastal Carolina, Inc. and Beasley Family
Towers, Inc.

10.33 Amendment to Agreement of Sale of a Communications Tower between
Beasley Reed Acquisition Partnership and Beasley Family Towers, Inc.

21.1 Subsidiaries of the Company.

23.1 Consent of KPMG, LLP.
</TABLE>
- --------
(1) Incorporated by reference to Beasley Broadcast Group's Registration
Statement on Form S-1 (333-91683).
(2) Incorporated by reference to Exhibit 2.1 to Beasley Broadcast Group's
Current Report on Form 8-K dated June 2, 2000.
(3) Incorporated by reference to Exhibit 2.2 to Beasley Broadcast Group's
Current Report on Form 8-K dated December 13, 2000.
(4) Incorporated by reference to Exhibit 2.3 to Beasley Broadcast Group's
Current Report on Form 8-K dated January 31, 2001.
(5) Incorporated by reference to Exhibit 10.8 to Beasley Broadcast Group's
Quarterly Report on Form 10-Q dated November 7, 2000.

63
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Beasley Broadcast Group, Inc.

/s/ George G. Beasley
By: _________________________________
George G. Beasley
Chairman of the Board andChief
Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ George G. Beasley Chairman of the Board and February 13, 2001
______________________________________ Chief Executive Officer
George G. Beasley

/s/ Bruce G. Beasley President, Chief Operating February 13, 2001
______________________________________ Officer and Director
Bruce G. Beasley

/s/ Caroline Beasley Vice President, Chief February 13, 2001
______________________________________ Financial Officer,
Caroline Beasley Secretary, Treasurer and
Director

/s/ Brian E. Beasley Vice President of February 13, 2001
______________________________________ Operations and Director
Brian E. Beasley

/s/ Joe B. Cox Director February 13, 2001
______________________________________
Joe B. Cox

/s/ Mark S. Fowler Director February 13, 2001
______________________________________
Mark S. Fowler

/s/ Herbert W. McCord Director February 13, 2001
______________________________________
Herbert W. McCord

/s/ Allen B. Shaw Director February 13, 2001
______________________________________
Allen B. Shaw
</TABLE>

64
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>

<PAGE>

Exhibit 2.6

ASSET PURCHASE AGREEMENT

By and Among

BEASLEY BROADCASTING OF AUGUSTA, INC.

Buyer

and

GHB OF AUGUSTA, INC.

and

GHB OF CLEARWATER, INC.

Sellers

Dated as of NOVEMBER 13, 2000
<PAGE>

TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>

Page
----
<S> <C>
ASSET PURCHASE AGREEMENT..................................................... 1

ARTICLE I. ASSETS TO BE CONVEYED............................................. 1

1.1 Licenses and Authorizations.......................................... 1
1.2 Station Equipment.................................................... 2
1.3 Contracts............................................................ 2
1.4 Real Property........................................................ 2
1.5 Call Signs, Promotional Materials and Intangibles.................... 2
1.6 Records.............................................................. 3
1.7 Accounts Receivable.................................................. 3
1.8 Non-Compete Agreement................................................ 3
1.9 Excluded Assets...................................................... 4

ARTICLE II. ASSUMPTION OF LIABILITIES........................................ 5

ARTICLE III. PURCHASE PRICE AND PAYMENT...................................... 5

3.1 Purchase Price....................................................... 5
3.2 Allocation........................................................... 5

ARTICLE IV. PRORATIONS AND ADJUSTMENTS 6

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER 7

5.1 Organization......................................................... 7
5.2 Authorization........................................................ 7
5.3 No Breach............................................................ 7
5.4 Station Licenses..................................................... 8
5.5 Station Applications................................................. 8
5.6 Title to Assets...................................................... 8
5.7 Condition of Equipment............................................... 9
5.8 Condition of Real Property........................................... 9
5.9 Contracts............................................................ 10
5.10 Employees............................................................ 11
5.11 Employee Benefit Plans............................................... 11
5.12 Litigation........................................................... 12
5.13 Payment of Taxes..................................................... 12
5.14 Compliance With Laws................................................. 13
5.15 Insolvency Proceedings............................................... 14
5.16 Citizenship.......................................................... 14
5.17 Patents, Trademarks, Copyrights...................................... 14
5.18 Financial Statements................................................. 15
5.19 Sufficiency of Assets................................................ 15
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
5.20 No Misleading Statements............................................. 15

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF BUYER.......................... 16

6.1 Organization......................................................... 16
6.2 Authorization........................................................ 16
6.3 No Breach............................................................ 16
6.4 Litigation........................................................... 17
6.5 No Misleading Statements............................................. 17
6.6 Qualification as Broadcast Licensee.................................. 17

ARTICLE VII. ENVIRONMENTAL MATTERS........................................... 17

7.1 Compliance with Law.................................................. 17
7.2 Site Contamination................................................... 17
7.3 Additional Provisions Regarding Hazardous or Toxic Materials......... 18
7.4 No Notice of Lack of Compliance with Environmental Statutes.......... 18

ARTICLE VIII. PRE-CLOSING OBLIGATIONS........................................ 18

8.1 Application for Commission Consent................................... 18
8.2 Other Governmental Consents.......................................... 19
8.4 Financial Information................................................ 19
8.5 Third Party Consents................................................. 19
8.6 Environmental Site Assessment........................................ 19
8.7 Title Insurance...................................................... 20
8.8 Surveys.............................................................. 20
8.9 Confidentiality...................................................... 20
8.10 Access............................................................... 20
8.11 Employee Matters..................................................... 21
8.12 Operations Prior to Closing.......................................... 21
8.13 Adverse Developments................................................. 23
8.14 Administrative Violations............................................ 23
8.15 Bulk Sales Act....................................................... 23
8.16 Control of Stations.................................................. 23
8.17 Buyer's Financing: Other Documents and Acts......................... 23
8.18 Additional Covenant.................................................. 23

ARTICLE IX. CONDITIONS PRECEDENT............................................. 24

9.1 Mutual Conditions.................................................... 24
9.1.1 Governmental Consents......................................... 24
9.1.2 Absence of Litigation......................................... 24
9.2 Conditions to Buyer's Obligation..................................... 24
9.2.1 Representations and Warranties................................ 24
9.2.2 Compliance with Conditions.................................... 24
9.2.3 No Material Adverse Development............................... 24
9.2.4 Title Commitment and Surveys.................................. 24
9.2.5 Validity of Station Licenses.................................. 25
</TABLE>
ii
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
9.2.6 Closing Documents............................................. 25
9.2.7 Third Party Consents.......................................... 25
9.2.8 Settlement of Claims.......................................... 25
9.2.9 Finality...................................................... 25
9.2.10 Satisfactory Environmental Assessment......................... 26
9.2.11 Estoppel Certificates........................................ 26
9.3 Conditions to Seller's Obligation.................................... 26
9.3.1 Representations and Warranties................................ 26
9.3.2 Compliance with Conditions.................................... 26
9.3.3 Payment....................................................... 26
9.3.4 Closing Documents............................................. 26

ARTICLE X. CLOSING........................................................... 26

10.1 Closing Date......................................................... 26
10.2 Performance at Closing............................................... 27
10.2.1 Seller shall deliver to Buyer:............................... 27
10.2.2 Buyer shall deliver to Seller:............................... 28
10.2.3 Other Documents and Acts..................................... 28

ARTICLE XI. POST-CLOSING OBLIGATIONS......................................... 28

11.1 Indemnification...................................................... 28
11.1.1 Buyer's Right to Indemnification............................. 28
11.1.2 Seller's Right to Indemnification............................ 29
11.1.3 Conduct of Proceedings....................................... 29
11.1.4 Indemnification As Remedy.................................... 30

11.2 Post-Closing Access.................................................. 30

ARTICLE XII. DEFAULT AND REMEDIES............................................ 30

12.1 Termination by Seller Upon Buyer's Default........................... 30
12.2 Termination by Buyer Upon Seller's Default........................... 31
12.3 Letter of Credit..................................................... 31
12.4 Seller's Remedies.................................................... 32
12.5 Buyer's Remedies..................................................... 32

ARTICLE XIII. TERMINATION.................................................... 32

13.1 Designation for Hearing.............................................. 32
13.2 Damage............................................................... 33
13.2.1 Risk of Loss................................................. 33
13.2.2 Failure of Broadcast Transmission............................ 33
13.2.3 Resolution of Disagreements.................................. 34
13.3 Legal Actions........................................................ 34

ARTICLE XIV. POST-CLOSING OBLIGATIONS OF SELLER.............................. 34

14.1 Future Financings.................................................... 34
14.2 Removal of Liens..................................................... 35
</TABLE>

iii
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
ARTICLE XV. GENERAL PROVISIONS............................................... 35

15.1 Brokerage............................................................ 35
15.2 Expenses............................................................. 35
15.3 Notices.............................................................. 35
15.4 Attorneys' Fees...................................................... 37
15.5 Survival of Representations, Warranties and Indemnification Rights... 37
15.6 Exclusive Dealings................................................... 37
15.7 Waiver............................................................... 37
15.8 Assignment........................................................... 37
15.9 Entire Agreement..................................................... 38
15.10 Counterparts......................................................... 38
15.11 Construction......................................................... 38
15.12 Schedules and Exhibits............................................... 38
15.13 Severability......................................................... 38
15.14 Choice of Law........................................................ 38
15.15 Counsel.............................................................. 39
</TABLE>

iv
<PAGE>

DEFINED TERMS
-------------

As used herein, the following terms shall have the meanings defined in
the introduction, background or section indicated below:

Adjustment Time Article IV
Administrative Violation Section 8.14
Agreement Introduction
Assets Article I
Assignment Applications Section 8.1
Barter Agreements Section 1.3
Buyer Introduction
Buyer Indemnitees Section 11.1.1
Buyer Statement Article V
Closing Article II
Closing Date Section 10.1
Code Section 5.11
Commission Background
Contract Date Introduction
Contracts Section 1.3
Covenant Section 1.8
Credit Agreement Section 6.3
Employee Plan Section 5.11
Environmental Assessment Section 8.6
Environmental Statutes Section 7.4
ERISA Section 5.11

EST Article IV
Estoppel Certificates Section 9.2.11
FAA Section 5.14(e)
FCC Background
FCC Consent Section 9.1.1
Final Order Section 9.2.9
Financial Statements Section 5.18
GAAP Section 5.18
Hazardous Substance Section 8.2
Hired Employees Section 8.11(b)
HSR Act Section 9.2
Indemnified Party Section 11.1.3
<PAGE>

Indemnitor Section 11.1.3
Intangible Property Section 1.5
Lease Agreements Section 5.8(c)
Letter of Credit Section 12.3
Licensee Introduction
License Sub Section 16.8
Liens Section 5.6
Losses Section 11.1.1
Material Contracts Section 8.5
Operating Contracts Section 1.3
Payment Date Article IV
Permitted Liens Section 5.6
Promotional Rights Section 5.17
Public Filings Article XV
Purchase Price Section 3.1
Real Property Section 1.4
Real Property-Leased Section 5.8(a)
Real Property-Owned Section 5.8(a)
Receivables Section 1.7
Required Consent Section 9.2.7
Sales Agreements Section 1.3
Seller Introduction
Seller Indemnitees Section 11.1.2
Senior Lenders Section 6.3
Specified Event Section 14.3.2
Stations Background
Station Applications Section 1.1
Station Equipment Section 1.2
Station Licenses Section 1.1
Station Records Section 1.6
Title Commitment Section 8.7
Trade Agreements Section 1.3
Transaction Background
<PAGE>

TABLE OF SCHEDULES

<TABLE>
<CAPTION>
Schedule Title
- -------- -----
<S> <C>
1.1 Licenses and Authorizations
1.2 Station Equipment
1.3(a) Operating Contracts
1.3(c) Sales Agreements
1.3(d) Trade Agreements
1.3(e) Barter Agreements
1.4 Real Property
1.5 Call Signs, Promotional Materials and
Intangibles
5.1 Organization
5.6(a) Liens
5.6(b) Permitted Liens
5.8(c) Liens on Leases; Assignment Restrictions on
Lease Agreements
5.10 Employees
5.11 Employee Benefits Plans
5.12 Litigation
5.18 Financial Statements
7.1 Compliance with Law
7.2 Site Contamination
7.3 Hazardous and Toxic Materials
7.4 Lack of Compliance with Environmental Statutes
Statutes
</TABLE>
<PAGE>

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the "Agreement") is made and entered on
November __, 2000 (the "Contract Date"), by and among BEASLEY BROADCASTING OF
AUGUSTA, INC., a Delaware corporation ("Beasley Augusta"), and WGAC License, LLC
, a Delaware limited liabilty company ("License LLC," and together with Beasley
Broadcasting of Augusta, Inc., "Buyer") and GHB OF AUGUSTA, INC., a South
Carolina corporation ("Augusta"), and GHB OF CLEARWATER, INC., a South Carolina
corporation ("Clearwater"), (and, together with Augusta, being collectively
referred to as "Seller," or each individually as an "Owner") and Jacob E. Bogan
("Bogan").

BACKGROUND:

Augusta is the licensee, owner and operator of Broadcast Station
WKXC(FM), Aiken, South Carolina. Clearwater is the licensee, owner and operator
of Broadcast Station WSLT(FM), Clearwater, South Carolina (together, the
"Stations"), pursuant to certain authorizations issued by the Federal
Communications Commission (the "Commission" or "FCC"), and the Owners each own
certain assets used or held for use solely in connection with the operation of
each of the Stations. Seller desires to sell and assign and Buyer desires to
purchase and acquire substantially all of the property and assets used or held
for use in the operation of the Stations upon the terms set forth in this
Agreement (the "Transaction"). The parties acknowledge that the licenses issued
by the Commission for the operation of the Stations may not be assigned without
the prior written consent of the Commission. Accordingly, in consideration of
the foregoing and of the mutual promises, covenants, and conditions set forth
below, the parties agree as follows:

ARTICLE I.
ASSETS TO BE CONVEYED

On the Closing Date (as defined below), subject to and in reliance
upon the covenants, representations, warranties and agreements set forth herein,
and subject to the terms and conditions contained herein, Seller shall sell,
assign, transfer and deliver to Buyer and Buyer shall purchase from Seller, all
of the assets used or held for use in the operation of the Stations, other than
Excluded Assets (as defined below), including without limitation, the following
(collectively, the "Assets"):

1.1 Licenses and Authorizations. All licenses, permits, permissions
---------------------------
and other authorizations issued to Seller for the operation of the Stations by
the Commission or any other governmental agencies, including, but not limited
to, those listed on Schedule 1.1 and the right to use the Stations' call letters
(the "Station Licenses"), and all applications for modification, extension or
renewal thereof, and any pending applications for any new licenses, permits,
permissions or authorizations pending on the Closing Date, including, but not
limited to, those listed on Schedule 1.1 (the "Station Applications").

1.2 Station Equipment. All the fixed and tangible personal property
-----------------
used or held for use in the operation of each of the Stations including, but not
limited to, the

2
<PAGE>

transmitters, towers, ground system and studio equipment listed on Schedule 1.2
together with any replacements, improvements, or additions thereto made between
the Contract Date and the Closing Date (the "Station Equipment").

1.3 Contracts. All rights of Seller for the benefit of the Stations
---------
including, without limitation, those rights under (a) all agreements, contracts
or leases described on Schedule 1.3(a); (b) such other contracts, agreements or
leases entered into (i) with the written consent of Buyer, or (ii) in the
ordinary course of business and consistent with past practice, between the date
hereof and the Closing Date, that do not, in the aggregate, impose obligations
in excess of Ten Thousand Dollars ($10,000) on Buyer (the contracts, agreements
and leases described in clauses (a) and (b) are collectively referred to as the
"Operating Contracts"); (c) all contracts for the sale of time on the Stations
for cash (i) at rates substantially in accordance with Stations' past practices
with a remaining term at Closing of twelve (12) months or less, and a
cancellation option in favor of Seller on fifteen days notice (ii) set forth on
Schedule 1.3(c), or (iii) entered into with the written consent of Buyer ("Sales
Agreements"); (d) contracts for the sale of time on the Stations in exchange for
merchandise or services used or useful for the benefit of the Stations set forth
on Schedule 1.3(d) or entered into after the date hereof to the extent that such
contracts (i) were entered into in the ordinary course of business, (ii) are
pre-emptible for cash time sales, and (iii) obligate Buyer to provide
advertising time only on a "run of schedule" basis ("Trade Agreements"); and (e)
contracts for the sale of time on the Stations in exchange for programming set
forth on Schedule 1.3(e) or entered into after the Contract Date with the
written consent of Buyer ("Barter Agreements"). (The Operating Contracts, Sales
Agreements, Trade Agreements, and Barter Agreements are referred to collectively
as the "Contracts.")

1.4 Real Property. All right, title and interest in the real
-------------
property used or held for use or necessary in the operation of the Stations and
owned, leased, or licensed by Seller or its affiliates, as described in Schedule
1.4 (including the Studio Lease as described in Section 1.9), or acquired for
the benefit of the Stations by Seller or its affiliates with the written consent
of Buyer between the Contract Date and Closing Date (the "Real Property").

1.5 Call Signs, Promotional Materials and Intangibles. All of
-------------------------------------------------
Seller's or its affiliates' rights in the Stations' call signs, copyrights,
patents, trademarks, trade names, slogans, logos, service marks, computer
software, magnetic media, data processing files, systems and programs, business
lists, trade secrets, sales and operating plans, all goodwill of the Stations
and other similar intangible property rights used or held for use in the
operation of the Stations, including but not limited to the intangible property
identified on Schedule 1.5 (the "Intangible Property").

1.6 Records. All records, including but not limited to all books of
-------
account, customer lists, supplier lists, computer programs and software,
employee personnel files, local public inspection file materials, engineering
data, logs, programming records, consultants' reports, ratings reports, budgets,
marketing and demographic data, financial reports and projections, lists of
advertisers, promotional materials, and sales, operating and business plans,
relating to or used in the operation of the Stations or necessary or desirable
to show compliance with any law or regulation applicable to the Stations or the
operation of the Stations and not

3
<PAGE>

pertaining solely to Seller's internal corporate affairs or its other stations
or interests (the "Station Records").

1.7 Accounts Receivable. At the consummation of the transaction
-------------------
contemplated by this Agreement on the Closing Date, Seller shall assign to
Buyer, for purpose of collection only, all of Seller's accounts receivable
outstanding as of the Closing Date arising from the operation of the Stations
before the Closing Date (the "Receivables"). For a period of one hundred twenty
days (120) after the Closing Date, Buyer will collect in the normal course of
business the Receivables for Seller's benefit. Seller will furnish Buyer with a
complete list of the Receivables at or as soon as is reasonably possible after
the Closing. Buyer will not adjust, compromise or settle any dispute concerning
the Receivables without prior written consent of Seller. Thirty-five (35),
sixty-five (65), ninety-five (95) and one hundred twenty-five (125) days after
the Closing Date, Buyer shall pay to Seller all amounts collected on account of
the Receivables during the first sixty (60), ninety (90) and one hundred twenty
(120) days following the Closing Date, respectively, provided, however, that any
payment received by Buyer during the one hundred thirty (130) day period
(described below) from any customer which continues to be serviced by Buyer
shall be applied to the invoice (if any) specified by the customer and, failing
specification by the customer, to the oldest accounts receivable outstanding.
The obligation of Buyer hereunder will be to collect such accounts receivable in
the ordinary and normal course of business and does not extend to the
institution of litigation, employment of counsel or a collection agency, or any
other extraordinary means of collection. Within one hundred thirty (130) days of
the Closing Date, Buyer will deliver to Seller the balance of amounts collected
on account of the Receivables. Buyer shall then reassign to Seller the
Receivables that remain uncollected. If Buyer receives following the termination
of the collection period any payments with respect to the Receivables, Buyer
shall promptly remit to Seller such payments. Non-Compete and Consulting
--------------------------
Agreements. Upon the Closing, and for a period of five years thereafter, Bogan
- ----------
will not, and shall not become, directly or indirectly, associated in any way
with any entity, whether as a principal, owner, partner, consultant, advisor,
agent, employee, independent contractor, member, shareholder or otherwise (other
than as a holder of less than five percent of the outstanding shares of any
class of equity securities), that is actively engaged in the ownership,
management or operation of any radio broadcast station the transmitter site of
which is within 75 miles of the legal boundaries of Augusta, Georgia. Upon the
Closing and for a period of twenty-four months thereafter Bogan (a) shall not,
directly or indirectly, induce any employee of either of the Stations to
terminate his or her employment with either Station and (b) shall not, directly
or indirectly, either as a principal, owner, partner, consultant, advisor,
agent, employee, independent contractor, member, shareholder or otherwise,
employ or solicit the employment of any person employed by the Buyer during the
period twenty-four months after the Closing for employment. Buyer shall pay
Bogan at Closing the sum of Six Hundred Thousand Dollars ($600,000) for the
performance of his obligations under the immediately preceding two sentences
(such obligations the "Covenant.") .In addition, Bogan will be available to
Buyer for consulting at Buyer's request on matters pertaining to the Augusta,
Georgia radio market and the operation of the Stations for a period of one year
after Closing in exchange for the payment at Closing of .One Hundred Thousand
Dollars ($100,000).

4
<PAGE>

1.9 Studio Lease.
-------------

At Closing, Seller shall sublet to Buyer the studio portion of the
real property described in the lease agreement listed on Schedule 1.4 under Real
Property Leased (the "Studio Lease")on terms to be agreed on by the parties
prior to Closing for a term of 6 months from the date of Closing in exchange for
the amount of Forty-four Thousand One Hundred Dollars ($44,100) to be paid by
Buyer to Seller at Closing. Buyer shall have no other financial obligations
under the Studio Lease. The parties agree that the terms to be agreed upon are
not material to the agreement set forth herein and neither party will maintain
that this Agreement is not enforceable by reason of the agreement of the parties
to agree on the terms of the Studio Lease prior to Closing.

1.10 Excluded Assets. It is understood and agreed that the following
---------------
assets shall not be among the Assets purchased pursuant to this Agreement:

(a) Seller's cash on hand as of the Closing and any of Seller's
interests in its bank accounts and all of Seller's other cash, cash equivalents,
security funds, securities, investments, deposits, prepayments (including
prepaid taxes and insurance), tax refunds and overpayments;

(b) Any insurance policies and proceeds thereof, promissory
notes, amounts due from employees, bonds, letters of credit, certificates of
deposits or other similar items and cash surrender value in regard thereto;

(c) Any pension, profit-sharing, or employee benefit plans,
including all of Seller's interest in any Employee Plan (as defined in Section
5.11), and any collective bargaining agreements;

(d) Any accounts receivable outstanding on the Closing Date,
subject to Section 1.7 hereof.

(e) Any agreements not included among the Contracts;

(f) All tax returns and supporting materials, all original
financial statements and supporting materials, all books and records that Seller
is required by law to retain, all corporate minutes and records, and all records
of Seller relating to the sale of the Assets; and

(g) Any interest in and to any refunds of federal, state, or
local franchise, income or other taxes for periods prior to the Closing Date.

ARTICLE II.
ASSUMPTION OF LIABILITIES

On the Closing Date, Buyer shall assume the liabilities which accrue
under the Contracts on and after the closing of the transactions contemplated
herein (the "Closing"), and the liabilities which result from the operation of
the Stations by Buyer after Closing. Buyer

5
<PAGE>

shall not assume or undertake to pay, satisfy or discharge any other
liabilities, obligations, commitments or responsibilities of Seller, including,
without limitation, (i) any obligations or liabilities under any contract,
agreement or lease not included in the Contracts, (ii) any obligations or
liabilities under the Contracts relating to the period prior to the Closing
except for those obligations or liabilities arising out of the Trade Agreements
or Barter Agreements assumed by Buyer and subject to adjustment pursuant to
Article IV, (iii) any obligations or liabilities relating to or arising out of
any claims or pending litigation proceedings, (iv) any obligations or
liabilities of Seller under any agreement or arrangement, written or oral, with
salaried or non-salaried employees of the Stations, other than those obligations
or liabilities of Seller under the employment agreements set forth on Schedule
1.3 and agreements or arrangements with employees of the Stations that Buyer has
identified pursuant to Section 8.10(b) as agreements or arrangements that Buyer
will assume from Seller and provided further, that Buyer actually hires such
employees pursuant to such agreements or arrangements (as opposed to entering
into new employee agreements or arrangements with such employees), (v) any
Employee Plan and (vi) any obligations or liabilities to any employee of the
Stations for accrued commissions, vacation time or sick leave, and all such
obligations and liabilities shall remain and be the obligations and liabilities
of Seller. If any Contract requires the consent of third parties for assignment,
but (i) such consent has not been obtained as of the Closing Date, as required
by Section 9.2.7, and (ii) in the case of Material Contracts, Buyer waives such
condition precedent to the Closing in its sole discretion, then Buyer shall
assume Seller's obligations under such Contract only for the period after
Closing during which Buyer receives the benefits to which Seller is currently
entitled under such Contract (unless consent is subsequently obtained and such
delay has not prejudiced Buyer, and unless the failure of Buyer to receive
benefits under such Contract is due to Buyer's failure to perform Seller's
obligations thereunder after Closing).

ARTICLE III.
PURCHASE PRICE AND PAYMENT

3.1 Purchase Price. The purchase price for the Assets and the
--------------
Covenant shall be Twelve Million Dollars ($12,000,000) (the "Purchase Price").
At Closing, Buyer will pay to Seller by wire transfer of federal funds (pursuant
to wire instructions that Seller shall deliver to Buyer at least three (3) days
prior to Closing) the Purchase Price plus or minus any adjustments, as set forth
in Article IV, and Section 8.5 (Environmental Site Assessment).

3.2 Allocation. Six Hundred Thousand Dollars ($600,000) of the
----------
Purchase Price shall be allocated to the payment to Bogan for his performance of
the Covenant in Section 1.8 hereof, One Hundred Thousand Dollars ($100,000)
shall be paid to Bogan for his consulting services as set forth in Section 1.8
hereof and Eleven Million Three Hundred Thousand Dollars ($11,300,000) shall be
allocated among the Assets. The Purchase Price shall be allocated among the
Assets, the Covenant and the consulting services in accordance with an appraisal
performed by either Bond & Pecaro or BIA. The fees of the appraiser shall be
paid for one-half by Buyer and one-half by Seller. Each of Seller and Buyer
agree (i) to jointly complete and separately file Form 8594 with its federal
income tax return for the tax year in which the Closing occurs and (ii) that
neither Seller nor Buyer will take a position on any income, transfer or gains
tax return

6
<PAGE>

inconsistent with the values set forth in the appraisal and the requirements of
section 1060 of the Internal Revenue Code without the written consent of the
other.

ARTICLE IV.
PRORATIONS AND ADJUSTMENTS

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 11:59 p.m. Eastern Standard Time ("EST") of the day
prior to the Closing Date (the "Adjustment Time") shall be for the account of
Seller, and all expenses and income arising from the operation of the Assets
after the Adjustment Time shall be for the account of Buyer. All special
assessments and similar charges or liens, imposed against the Assets in respect
of any period of time up until the Adjustment Time, whether payable in
installments or otherwise, shall be the responsibility of Seller, and amounts
payable with respect to such special assessments, charges or liens imposed in
respect of any period of time after the Adjustment Time shall be the
responsibility of Buyer, and such charges shall be adjusted as required
hereunder. Three (3) days prior to the Closing Date Seller shall estimate all
apportionments pursuant to this Article IV and shall deliver a statement of its
estimates to Buyer (which statement shall set forth in reasonable detail the
basis for those estimates). To the extent that, as of the Closing Date, the
aggregate value of the unfulfilled obligations under Trade Agreements or Barter
Agreements, including any "time bank" provision thereof, exceeds the aggregate
value of consideration to be received by the Stations related to such Trade
Agreements or Barter Agreements (determined as of the Closing Date), Buyer
shall be entitled to a positive cash adjustment in the amount equal to the
excess, if any. At the Closing, Buyer shall pay to Seller, or Seller shall pay
to Buyer, as the case may be, the net amount due as a result of the estimated
apportionments (excluding any item that is in good faith in dispute). Within
sixty (60) days after the Closing, Buyer shall deliver to Seller a statement
(the "Buyer Statement") of any adjustments to Seller's estimate of the
apportionments, and within twenty (20) days of the delivery to Seller of the
Buyer Statement (the "Payment Date"), Buyer shall pay to Seller, or Seller shall
pay to Buyer, as the case may be, any amount due as a result of the adjustment
(or, if there is any dispute, the undisputed amount). Except with respect to
items that Seller notifies Buyer that it objects to within such twenty (20) day
period, the adjustments set forth in the Buyer Statement shall be final and
binding on the parties effective on the expiration of such twenty (20) day
period. If Seller disputes Buyer's determinations, or if at any time after
delivery of Buyer's statement of determinations, either party determines that
any item included in the apportionments is inaccurate, or that an additional
item should be included in the apportionments, the parties shall confer with
regard to the matter and an appropriate adjustment and payment shall be made as
agreed upon by the parties (or, if they are unable to resolve the matter, they
shall select a firm of independent certified public accountants to resolve the
matter, whose decision on the matter shall be binding and whose fees and
expenses shall be borne equally by the parties). All amounts due pursuant to
this subsection that are not paid on the Payment Date or such later date when
any disputed amounts are finally determined, as applicable, shall bear interest
from such date until paid at a rate per annum equal to the generally prevailing
prime interest rate (as reported by The Wall Street Journal) plus five percent
(5%).

7
<PAGE>

ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller makes the following representations and warranties, all of
which have been relied upon by Buyer in entering into this Agreement and, except
as otherwise specifically provided, all of which shall be true and correct at
Closing.

5.1 Organization. Each Owner is a corporation duly organized,
------------
validly existing and in good standing under the laws of the State of South
Carolina, and is duly qualified to do business in, and is in good standing
under, the laws of the State of South Carolina. Each Owner has full corporate
power and authority to own, lease and operate its Assets and to conduct the
business and operations of the Stations as currently conducted and to enter into
and perform this Agreement. The address of each Owner's chief executive offices,
and the locations of all tangible personal property included in the Assets are
listed in Schedule 5.1. Except as set forth in Schedule 5.1, during the past
five (5) years, none of the Owners have, nor to the best of any of the Owner's
knowledge, has any prior owner of any of the Stations been known by or used any
corporate, partnership, fictitious or other name in the conduct of the Stations'
business or in connection with the use or operation of the Assets.

5.2 Authorization. The execution, delivery and performance of this
-------------
Agreement by each of the Owners has been duly authorized by all necessary
corporate action on each of their parts. Each of the Owners shall deliver
evidence of such authorization at Closing. Bogan has full power and authority to
execute and deliver this Agreement and to perform his obligations hereunder.
This Agreement has been duly executed by Seller and delivered to Buyer and
constitutes the legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except as limited by laws affecting
the enforcement of creditors' rights generally or equitable principles.

5.3 No Breach. None of (i) the execution, delivery and performance
---------
of this Agreement by Seller, (ii) the consummation by Seller of this Agreement
and all other documents or instruments related thereto or executed in connection
therewith or in contemplation of the Transaction, or (iii) Seller's compliance
with the terms and conditions hereof will, with or without the giving of notice
or the lapse of time or both, conflict with, breach the terms and conditions of,
constitute a default under, or violate any of the Owners' certificates of
incorporation or bylaws, any judgment, decree, order, injunction, agreement,
lease or other instrument to which Seller is a party or by which Seller is
legally bound, or any law, rule, or regulation applicable to Seller or the
operation of the Stations.

5.4 Station Licenses. The Station Licenses are all of the licenses,
----------------
permits, and other authorizations used or necessary to lawfully operate the
Stations in the manner and to the full extent as they are now operated, and the
Station Licenses are validly issued in the name of Seller. Seller has delivered
to Buyer true and complete copies of the Station Licenses, including any and all
amendments and other modifications thereto. The Station Licenses are in full
force and effect, are valid for the balance of the current license term
applicable generally to radio stations licensed to communities in the state
where the each of the Stations is located, are unimpaired by any acts or
omissions of Seller or any of its affiliates, or the employees, agents,

8
<PAGE>

officers, directors, or shareholders of Seller or any of its affiliates, and are
free and clear of any restrictions which might limit the full operation of the
Stations in the manner and to the full extent as it is now operated (other than
restrictions under the terms of the licenses themselves or generally applicable
under the rules and regulations of the FCC). There are no applications,
proceedings, or complaints pending or, to the knowledge of Seller, threatened
which may have an adverse effect on the business or operation of the Stations
(other than rulemaking proceedings that apply to the radio broadcasting industry
generally). Seller is not aware of any reason why those of the Station Licenses
subject to expiration might not be renewed in the ordinary course for a full
term without material qualifications or of any reason why any of the Station
Licenses might be revoked. Each of the Stations is in compliance with the
Commission's policy on exposure to radio frequency radiation. No renewal of any
Station License would constitute a major environmental action under the rules of
the Commission. There are no facts which, under the Communications Act of 1934,
as amended, or the existing rules of the Commission, would disqualify Seller
from assigning the Station Licenses or from consummating the transactions
contemplated herein within the times contemplated herein. Seller maintains an
appropriate public inspection file at each Station's studio in accordance with
Commission rules. Access to the Stations' transmission facilities are restricted
in accordance with the policies of the Commission.

5.5 Station Applications. All information contained in any Station
--------------------
Application (as described on Schedule 1.1 hereto) pending with the Commission is
true, complete and accurate in all material respects.

5.6 Title to Assets. Except as set forth on Schedule 5.6, Seller has
---------------
good and marketable title to the Assets, in the case of owned Assets, and a
valid leasehold interest, in the case of leased Assets, in each case free and
clear of all debts, liens, charges, security interests, mortgages, deeds of
trust, pledges, judgments, trusts, adverse claims, liabilities, collateral
assignments, leases, easements, covenants, encumbrances and other impairments of
title other than liens that will be removed at or prior to Closing ("Liens"),
liens for taxes not yet due and payable, mechanics' liens and similar statutory
liens not in default and recorded easements, rights of way and other similar
liens which do not adversely affect the value of any Real Property or the use of
any Real Property as it is currently used in the operation of the Assets (the
"Permitted Liens"). At Closing, Seller shall convey to Buyer good and marketable
title to the Assets owned by Seller and a valid leasehold interest in the Assets
leased by Seller, free and clear of all Liens other than Permitted Liens.

5.7 Condition of Equipment. The Station Equipment listed on Schedule
----------------------
1.2 constitutes all of the personal property that is used, held by the Seller or
others for use by the Stations, or necessary to operate the Stations as they are
now operated. The Station Equipment is in good operating condition and repair
(reasonable wear and tear excepted), is maintained in compliance with good
engineering practice, is performing satisfactorily, is not in need of repair,
has been properly maintained in accordance with reasonably prudent industry
practices, is available for immediate use and is otherwise sufficient to permit
the Stations to operate in accordance with the Station Licenses and the rules
and regulations of the Commission. All Station Equipment is type-approved or
type-accepted where such type-approval or type-acceptance is required.

9
<PAGE>

5.8 Condition of Real Property.
--------------------------

(a) The Real Property listed on Schedule 1.4 constitutes
all the real property owned ("Real Property-Owned") or leased ("Real Property-
Leased") by Seller or others in connection with the operation of the Stations as
they are now operated. Seller has marketable fee simple title (free and clear of
any liens other than Permitted Liens) to the Real Property-Owned.

(b) There are no encroachments upon the Real Property by
any buildings, structures, or improvements located on adjoining real estate.
None of the buildings, structures, or improvements (including without limitation
any ground radials, guy wires or guy anchors) constructed on the Real Property
encroach upon adjoining real estate, and all such buildings, structures, and
improvements are constructed in conformity with or are "grandfathered" with
respect to all "setback" lines, easements, and other restrictions, or rights of
record, or that have been established by any applicable building or safety code
or zoning ordinance. Such "grandfathered" approvals shall survive indefinitely
the transfer of the Real Property to Buyer. No utility lines serving the Real
Property pass over the lands of others except where appropriate easements have
been obtained. There are no pending or, to the best of Seller's knowledge,
threatened or contemplated condemnation or eminent domain proceedings that may
affect the Real Property. There exists no writ, injunction, decree, order or
judgment, nor any litigation, pending, or to the best of Seller's knowledge,
threatened, relating to the ownership, use, lease, occupancy or operation of any
of the Real Property. Seller's use and occupancy of the Real Property complies
in all material respects with all regulations, codes, ordinances, and statutes
of all applicable governmental authorities, including without limitation all
environmental protection and sanitary laws and regulations, occupational safety
and health regulations, and electrical codes. There are no material structural
defects in the buildings, structures, and improvements located on the Real
Property. Roofs are in good condition and repair, and all plumbing equipment,
heating, ventilating and air conditioning equipment, electrical wiring, and
water and sewage systems are operating properly and are free of any material
defects.

(c) The leased premises are leased at the rates and for
terms ending on the dates shown on Schedule 1.4 pursuant to the agreements
described in Schedule 1.4 (the "Lease Agreements"), which are the sole and
complete agreements concerning Seller's use of the leased premises. Each Lease
Agreement is legal, valid, binding, enforceable and in full force and effect.
Neither Seller nor any other party is in default, violation or breach in any
respect under any Lease Agreement, and no event has occurred and is continuing
that constitutes or, with notice or the passage of time or both, would
constitute a default, violation or breach thereunder. No amount payable under
any Lease Agreement is past due. Seller has not received any notice of a
default, offset or counterclaim under any Lease Agreement or any other
communication asserting non-compliance with any Lease Agreement. Seller has the
exclusive right to use and occupy the premises leased under each Lease Agreement
as they are now currently being used and occupied and for the purposes necessary
to operate the Stations. Seller enjoys peaceful and undisturbed possession of
the premises leased by Seller under the Lease

10
<PAGE>

Agreement. Except as set forth on Schedule 5.6(b), the Lease Agreements are
free and clear of all Liens, except for lessors' interests in the leases.
Seller has delivered to Buyer, true and complete copies of the Lease
Agreements, together, in the case of any subleases or similar occupancy
agreements, with copies of all overleases. Except as disclosed in Schedule
5.6(b), Seller has full legal power and authority to assign its rights
under the Lease Agreements to Buyer in accordance with this Agreement on
terms and conditions no less favorable than those in effect on the date
hereof, and such assignment will not affect the validity, enforceability
and continuity of any such lease.

(d) All utilities that are required for the full and complete
occupancy and use of the Real Property for the purposes for which such
properties are presently being used by Seller, including without limitation
electric, water, sewer, telephone (if any) and similar services, have been
connected and are in good working order. By the Closing Date, Seller will
have paid all charges for such utilities, including without limitation any
"tie-in" charges or connection fees, except for those charges that will not
become due until after the Closing Date and that are to be prorated between
Seller and Buyer pursuant to Article IV.

5.9 Contracts. Except as set forth on Schedule 6.9, the Contracts
---------
are assignable to Buyer on terms and conditions no less favorable than
those in effect on the date hereof without consent, or, if consent of the
other contracting party to the assignment is required, such consent for
Material Contracts will be secured at Seller's sole expense prior to the
Closing Date, and Seller shall use commercially reasonable efforts to
secure all other required consents prior to Closing. Each Contract is in
full force and effect and is unimpaired by any acts or omissions of Seller,
Seller's employees, agents, officers, directors or shareholders. Seller has
complied in all material respects will all Contracts to be assigned to
Buyer hereunder, and there has not occurred as to any Contract any default
by Seller or any event that, with notice or the lapse of time or otherwise,
could become a default by Seller. Seller has not granted or been granted
any waiver or forbearance with respect to any of the Contracts. To the best
knowledge of Seller, there has not occurred as to any Contract any default
by any other party thereto or any event that, with notice or the lapse of
time or at the election of any person other than Seller, could become a
default by such party. Those Contracts whose stated duration extends beyond
the Closing Date will, at Closing, be in full force and effect and will be
unimpaired by any acts or omissions of Seller, Seller's agents, employees,
officers, directors or shareholders. Seller has provided to Buyer true and
correct copies of all written Contracts, as modified to date, or true and
complete memoranda describing the terms of all oral Contracts, and all
liabilities and obligations under such Contracts can be ascertained from
such copies or memoranda. The Contracts as amended through the date of this
Agreement will not be modified without Buyer's written consent, which
consent shall not be unreasonably withheld.

5.10 Employees.
---------

(a) Schedule 5.10 contains a true and complete list of all
persons employed at the Stations, each such person's compensation and bonus
arrangements and the Employee Plans listed in Schedule 5.11, if any,
applicable to each such person. Seller is not a party to any agreement or
arrangement, written or oral, with

11
<PAGE>

salaried or non-salaried employees except as described in Schedules 5.10
and 5.11 or included among the Operating Contracts. Except as described in
Schedule 5.10, Seller has no knowledge that any employee identified in
Schedule 5.10 currently plans to terminate employment, whether by reason of
the transactions contemplated by this Agreement or otherwise.

(b) Except as disclosed in Schedule 5.10, Seller is not a party
to or subject to any contract with any labor organization, nor has Seller
agreed to recognize any union or other collective bargaining unit, nor has
any union or other collective bargaining unit been certified as
representing any of Seller's employees at the Stations. Seller has no
knowledge of any organizational effort currently being made or threatened
by or on behalf of any labor union with respect to employees of Seller at
the Stations. There are no unfair labor practice charges pending or, to the
best of Seller's knowledge, threatened against Seller; there are no pending
or threatened strikes, arbitration proceedings involving labor matters or
other labor disputes affecting Seller or the Stations; and Seller has not
experienced any strikes, work stoppages or other significant labor
difficulties of any nature at the Stations in the past two (2) years.

5.11 Employee Benefit Plans. Schedule 5.11 sets forth a true and
----------------------
complete list of each employee or retiree benefit or compensation plan
within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or compensation, bonus,
incentive, deferral, equity based, severance, termination, retention,
change in control, employment or other similar program, agreement,
arrangement, trust or other funding arrangement, whether or not subject to
the provisions of ERISA, to which Seller is bound or that is or has been
established or maintained or in respect of which Seller has ever had any
obligation to contribute (each, an "Employee Plan"). Except pursuant to an
Employee Plan, Seller has no fixed or contingent liability or obligation to
or in respect of any person now or formerly employed at the Stations or any
beneficiary or dependent of any such person, including, without limitation,
in respect of pension or thrift benefits or payments, individual or
supplemental pension benefits or payments or compensation arrangements,
contributions to hospitalization or other health, life or other welfare
benefits, incentive benefits or payments, bonus benefits or payments or
vacation, sick leave, disability and termination benefits or payments,
including workers' compensation. No trade or business (whether or not
incorporated) is or has been as of any date within the preceding six (6)
years treated as a single employer together with Seller pursuant to Section
414 of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the "Code"). Seller has not incurred or does not reasonably
expect to incur (either directly or indirectly, including as a result of
any indemnification obligation) any liability that could become a liability
of Buyer or, following the Closing, remain a liability of the Stations
under or pursuant to Title I or IV of ERISA or the penalty, excise tax or
joint and several liability provisions of the Code relating to employee
benefit plans and, to the best knowledge of Seller, no event, transaction
or condition has occurred or exists which could result in any such
liability. Each of the Employee Plans has been operated and administered in
all respects in accordance with all applicable laws, including but not
limited to ERISA and the Code. It is expressly understood that Buyer is not
assuming any obligation of Seller under or with respect to any Employee
Plan.

12
<PAGE>

5.12 Litigation. Except as set forth on Schedule 5.12 and proceedings
----------
affecting the broadcast industry generally, there is no unsatisfied
judgment outstanding and no litigation, proceeding, claim or investigation
of any nature pending or, to Seller's best knowledge, threatened against
Seller or any of the Assets which might adversely affect the continued
operation of the Stations or impair the value of the Assets or which might
adversely affect Seller's ability to perform in accordance with the terms
of this Agreement. Seller has no knowledge of any facts that could
reasonably result in any such proceedings. With respect to each matter set
forth therein, Schedule 5.12 sets forth a description of the forum for the
matter, the parties thereto and the type and amount of relief sought.

5.13 Payment of Taxes. Seller has, or by the Closing Date will have,
----------------
duly filed all tax returns and forms required to be filed in respect of the
Stations and paid in full or discharged all taxes, assessments, excises,
interest, penalties, deficiencies and other levies relating to the Assets
or that could give rise to a lien or other encumbrances on the Assets in
the hands of the Buyer, excepting such taxes, assessments, and other levies
as will not be due until after the Closing Date or that are to be prorated
between Seller and Buyer pursuant to Article IV. No event has occurred that
could impose on Buyer any liability for any taxes, penalties, or interest
due or to become due from Seller from any taxing authority.

5.14 Compliance With Laws. Seller has complied in all material
--------------------
respects with, and is not in violation of any federal, state or local laws,
regulations or orders (including any applicable statutes, ordinances or
codes relating to zoning and land use, health and sanitation, environmental
protection, occupational safety, and the use of electrical power) affecting
the Assets, Seller's business, or the operation of the Stations. Without
limiting the generality of the foregoing:

(a) The Stations' transmitting and studio equipment is operating
in accordance with the terms and conditions of the Station Licenses, and
the rules, regulations and policies of the Commission, including without
limitation all regulations concerning equipment authorization and human
exposure to radio frequency radiation. The Stations are not causing
interference in violation of Commission rules to the transmission of any
other broadcast station or communications facility and neither Station has
received any complaints with respect thereto and (ii) no other broadcast
station or communications facility is causing interference in violation of
Commission rules to the Stations' transmissions or the public's reception
of such transmissions. Seller has no outstanding construction permits with
respect to the Stations.

(b) Seller has, in the conduct of the Stations' business,
complied in all material respects with all applicable laws, rules and
regulations relating to the employment of labor, including those concerning
wages, hours, equal employment opportunity, collective bargaining, pension
and welfare benefit plans, and the payment of Social Security and similar
taxes, and Seller is not liable for any arrearages of wages or any tax
penalties due to any failure to comp ly with any of the foregoing.

(c) Seller has received no notification from the Commission that
Seller's employment practices fail to comply with Commission rules and
policies.

13
<PAGE>

(d) All ownership reports, employment reports, tax returns and
other documents required to be filed by Seller with the Commission or other
governmental authorities have been filed. Such items as are required to be
placed in each Station's local public inspection files have been placed in
such files. All proofs of performance and measurements that are required to
be made by Seller with respect to each Station's transmission facilities
have been completed and filed at the Stations. All information contained in
the foregoing documents is true, complete and accurate in all material
respects.

(e) The towers used in the operation of the Stations are
painted, obstruction marked and lighted to the extent required by, and in
accordance with the rules and regulations of the Federal Aviation
Administration (the "FAA"), the Commission and any other applicable
requirements of law. Appropriate notifications to the FAA have been filed
for such towers where required by the Commission's rules and regulations.

5.15 Insolvency Proceedings. Neither Seller nor the Assets are the
----------------------
subject of any pending or threatened insolvency proceedings of any
character, including without limitation bankruptcy, receivership,
reorganization, composition or arrangement with creditors, voluntary or
involuntary. Seller has not made an assignment for the benefit of creditors
or taken any action in contemplation of or which would constitute a valid
basis for the institution of any such insolvency proceedings. After giving
effect to the Transaction, Seller (i) will have sufficient capital to carry
on its business and transactions, (ii) will be able to pay its debts as
they mature or become due, and (iii) will own assets the fair value of
which will be greater than the sum of all liabilities (including contingent
liabilities) of Seller not specifically assumed by Buyer pursuant to the
terms of this Agreement. Seller is not insolvent nor will it become
insolvent as a result of entering into this Transaction.

5.16 Citizenship. Neither Owner is a "foreign person" as defined in
-----------
Section 1445(f)(3) of the Code. On the Closing Date, each Owner will
deliver to Buyer an affidavit to that effect, verified as true and sworn to
under penalty of perjury by a duly-authorized officer of the Owner. The
Owner's affidavite shall also set forth the Owner's name, address, taxpayer
identification number, and such additional information as may be required
to exempt the Transaction from the withholding provisions of Section 1445
of the Code. Buyer shall have the right to furnish copies of the affidavit
to the Internal Revenue Service.

5.17 Patents, Trademarks, Copyrights. The call signs and all
-------------------------------
slogans, logos, copyrights, patents, trademarks, trade names, service
marks, and other similar intangible property rights, including
registrations and applications to register or renew the registrations of
any of the foregoing, currently used to promote or identify the Stations,
or otherwise used in connection with each Station's business, are listed or
described on Schedule 1.5 (the "Promotional Rights"). The Promotional
Rights are either owned or validly licensed by Seller, and Schedule 1.5
identifies which Promotional Rights are so owned and which are licensed,
and if licensed, the royalties paid thereon and the parties paid
thereunder. Seller does not have any knowledge, nor has Seller received any
notice to the effect that its use of any of the Promotional Rights may be
or are claimed to infringe on the right of another. Seller has no knowledge
of any

14
<PAGE>

infringement or unlawful or unauthorized use of such Promotional Rights,
including without limitation the use of any call sign, slogan or logo by
any broadcast or cable station in the radio market areas that may be
confusingly similar to the call signs, slogans, and logos currently used by
the Stations. The operations of the Stations do not infringe any copyright,
patent, trademark, trade name, service mark, or other similar right of any
third party. Seller has not sold, licensed or otherwise disposed of any
Promotional Rights to any person or entity and Seller has not agreed to
indemnify any person or entity for any patent, trademark or copyright
infringement. Schedule 1.5 lists all of the Promotional Rights which have
been duly registered with, filed in or issued by, as the case may be, the
United States Patent and Trademark Office and United States Copyright
Office or other filing offices, domestic or foreign.

5.18 Financial Statements. Seller has furnished Buyer with the
--------------------
financial statements listed or described on Schedule 5.18 (the "Financial
Statements"). The Financial Statements include (i) unaudited balance sheets
as of December 31, 1997, 1998 and 1999 and the related audited consolidated
statements of income and cash flows for such fiscal years (including the
related notes and schedules thereto) of Seller, (ii) an unaudited balance
sheet as of September 30, 2000 of the Stations, (iii) unaudited statements
of income of the Stations for the nine month period ended September 30,
2000 and (iv) unaudited monthly financial statements covering the period
beginning January 1, 1999 and ending September 30, 2000. The year-end
Financial Statements: (i) have been prepared in accordance with United
States Generally Accepted Accounting Principles ("GAAP") on a consistent
basis throughout the periods involved and as compared with prior periods
and (ii) fairly and accurately reflect the financial condition and the
results of operations and cash flows of the Stations as of the dates and
for the periods indicated. The monthly and other interim Financial
Statements: (i) have been prepared in accordance with GAAP on a consistent
basis throughout the periods involved (except to the extent noted thereon)
and on a basis consistent with the year-end Financial Statements, and (ii)
fairly and accurately reflect the financial condition and the results of
operations and cash flows of the Stations as of the dates and for the
periods indicated in all material respects. Except as reflected in the
Financial Statements or otherwise disclosed to Buyer in writing, no event
has occurred since the preparation of the most recent Financial Statements
that would make such Financial Statements misleading in any material
respect.

5.19 Sufficiency of Assets. The Assets are sufficient to operate the
---------------------
Stations as they are now operated.

5.20 No Misleading Statements. No statement made by Seller to Buyer
------------------------
and no information provided or to be provided by Seller to Buyer pursuant
to this Agreement or in connection with the negotiations covering the
transaction, contains or will contain any untrue statement of a material
fact or omits or will omit a material fact necessary in order to make such
statements or information not misleading.

5.21 Transactions with Affiliates. All Assets to be assumed by Buyer
----------------------------
are owned, leased or held by Seller, and no Affiliate of Seller or any
other Person owns or leases property or is a party to any Contract
affecting or relating to the operation of the Station. "Affiliate" shall
mean a Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.

15
<PAGE>

5.22 Insurance. Schedule 5.23 is a true and complete list of all
--------- -------------
insurance policies of the Station. The coverage under such policies is
adequate to cover the value of any loss of any of the Assets between the
date hereof and the Closing All policies of insurance listed in Schedule
--------
5.23 are in full force and effect as of the date of this Agreement.
----

ARTICLE VI.
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer makes the following representations and warranties, all of
which have been relied upon by Seller in entering into this Agreement and,
except as otherwise specifically provided, all of which shall be true and
correct as of Closing.

6.1 Organization. Beasley Augusta is a corporation duly organized,
------------
validly existing, and in good standing, under the laws of the State of
Delaware. Beasley Augusta is, or by Closing will be, duly qualified to do
business in and is in good standing under the laws of the States of Georgia
and South Carolina. License LLC is a limited liability company duly formed
and in good standing under the laws of the State of Delaware.

6.2 Authorization. The execution, delivery and performance of this
-------------
Agreement by each of the Buyers (and each agreement, document or instrument
required to be executed, delivered and performed by Buyer pursuant to this
Agreement) has been duly authorized by all necessary corporate or
partnership action on their part. Buyer shall deliver evidence of such
authorization at Closing. This Agreement has been duly executed by Buyer
and delivered to Seller and constitutes the legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its
terms, except as limited by laws affecting the enforcement of creditors'
rights generally or equitable principles.

6.3 No Breach. Except for Buyer's obligations to comply with
---------
certain requirements of that certain Credit Agreement, as amended, (the
"Credit Agreement") dated as of August 11, 1998 among Buyer, certain
affiliates of Buyer, the lenders named therein (the "Senior Lenders") and
the Bank of Montreal, Chicago Branch, as agent, including obtaining the
consent of the Senior Lenders all of which obligations will be complied
with in all material respects at or prior to Closing , none of (i) the
execution, delivery and performance of this Agreement by Buyer, (ii) the
consummation by Buyer of this Agreement and all other documents or
instruments related thereto or executed in connection therewith if in
contemplation of the Transaction, or (iii) Buyer's compliance with the
terms and conditions hereof will, with or without the giving of notice or
the lapse of time or both, conflict with, breach the terms and conditions
of, constitute a default under, or violate Buyer's articles of
incorporation, bylaws, any judgment, decree, order, agreement, lease or
other instrument to which Buyer is a party or by which Buyer is legally
bound, or any law, rule or regulation applicable to Buyer.

6.4 Litigation. There is no action, suit, investigation or other
----------
proceedings pending or, to Buyer's best knowledge, threatened which may
adversely affect Buyer's ability to perform in accordance with the terms of
this Agreement, and Buyer is unaware of any facts which could reasonably
result in any such proceeding.

16
<PAGE>

6.5 No Misleading Statements. No statement made by Buyer to Seller
------------------------
and no information provided or to be provided by Buyer to Seller pursuant
to this Agreement or in connection with the negotiations covering the
purchase and sale contemplated herein contains or will contain any untrue
statement of a material fact or omits or will omit a material fact
necessary in order to make such statements or information not misleading.

6.6 Qualification as Broadcast Licensee. License LLC is financially
-----------------------------------
and legally qualified under the Communications Act of 1934, as amended, and
the rules, regulations and policies of the FCC to become the licensee of
the Stations. There are no proceedings, complaints, notices of forfeiture,
claims, investigations pending or, to the knowledge of Buyer, threatened
against any or in respect of any of the broadcast stations licensed to
Buyer or its affiliates that would materially impair the qualifications of
License LLC to become a licensee of the Stations.

ARTICLE VII.
ENVIRONMENTAL MATTERS

7.1 Compliance with Law. Except as listed and described on Schedule
-------------------
7.1 to this Agreement, all activities of Seller at or on the Real Property
and all operations of the Stations by the Seller (whether or not conducted
at the Real Property), have been and are being conducted in compliance with
all applicable federal, state and local statutes, ordinances, rules,
regulations, permits, orders and policies concerning (i) manufacturing,
processing, handling, storage, treatment and/or disposal of any hazardous
or toxic materials or of any wastes, (ii) discharges or releases into the
air, ground, surface water or groundwater, and (iii) employee health and
safety.

7.2 Site Contamination. Except as listed and described in Schedule
------------------
7.2, Seller has no knowledge that any Hazardous Substance is present at, on
or under the Real Property or has been disposed of by Seller in such a
manner as may require remediation under any Environmental Statute. No
claims have been asserted or threatened against Seller relating to the
presence or disposal of such Hazardous Substances. "Hazardous Substance"
means any substance regulated under any federal, state, or local statute,
regulation, ordinance, order, permit, or policy relating to environmental
protection, environmental pollution, liability for environmental
contamination, or protection of worker health and safety ("Environmental
Statutes").

7.3 Additional Provisions Regarding Hazardous or Toxic Materials.
-------------------------------------------------------------
Except as listed and described on Schedule 7.3, Seller has no
knowledge that (i) any polychlorinated biphenyls or substances containing
polychlorinated biphenyls are present at, on or under the Real Property;
(ii) any asbestos or materials containing asbestos exist at, on or under
the Real Property; and (iii) any underground storage tanks exist or existed
at, on or under the Real Property.

7.4 No Notice of Lack of Compliance with Environmental Statutes.
-----------------------------------------------------------
Seller has not been notified by any governmental authority of any
violation of any Environmental Statute in connection with the operation of
the Stations or the conduct of any activities on or at

17
<PAGE>

the Real Property. Seller has no knowledge of notices of violation of
Environmental Statutes, notices of noncompliance with Environmental
Statutes or environmental enforcement, response, removal or remediation
actions issued for or undertaken at the Real Property. Further, Seller has
no knowledge of investigations or inspections by governmental authorities
into Seller's compliance with Environmental Statutes. Schedule 7.4 includes
a correct and complete list of Seller's registrations with, licenses from,
or permits issued by governmental agencies or authorities pursuant to
Environmental Statutes. All such registrations, licenses or permits are in
full force and effect.

ARTICLE VIII.
PRE-CLOSING OBLIGATIONS

The parties covenant and agree as follows with respect to the period
prior to the Closing Date:

8.1 Application for Commission Consent. Within five days after the
----------------------------------
date of this Agreement, Seller and License LLC shall join in and file an
application or applications requesting the Commission's written consent to
the assignment of the Station Licenses from Seller to Buyer (the
"Assignment Applications"), and they will diligently take all steps
necessary or desirable and proper to prosecute expeditiously the Assignment
Applications and to obtain the Commission's determination that approval of
the Assignment Applications will serve the public interest, convenience,
and necessity, including, without limitation, compliance with the public
notice requirements of the Communications Act of 1934, as amended. Each
party shall bear its own expenses in connection with the preparation,
filing and prosecution of the Assignment Applications.

8.2 Other Governmental Consents. Promptly following the execution of
---------------------------
this Agreement, Seller and Buyer shall proceed to prepare and file with the
appropriate governmental authorities (other than the Commission) such
requests, if any, for approval or waiver as may be required from such
governmental authorities in connection with the Transaction, and shall
jointly, 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.

8.3 Financial Information. Between the date hereof and the Closing
---------------------
Date, Seller shall furnish Buyer with monthly financial statements within
twenty (20) days after the end of each calendar month, and with such
additional data concerning the Stations' financial condition as are
prepared by Seller in the ordinary course of business, in the same form as
the Financial Statements contained in Schedule 5.18. Such financial
statements and additional data shall be accompanied by a certificate
executed by an officer of Seller certifying that such financial statements
and data: (i) have been prepared on a consistent basis throughout the
periods involved (except to the extent noted thereon) and on a basis
consistent with the year-end Financial Statements, and (ii) fairly and
accurately reflect the financial condition and the results of operations
and cash flows of the Stations as of the dates and for the periods
indicated in all material respects. Between the date hereof and the Closing
Date, the president of Seller or other properly informed officer shall make
himself available to Buyer, upon prior notice, to discuss and

18
<PAGE>

explain the compilation and preparation of the Financial Statements and the
monthly financial statements and such other additional data provided pursuant to
this Section 8.4, and each of the constituent elements reflected thereon.

8.4 Third Party Consents. Seller shall use its best efforts to obtain
--------------------
the consents of the other contracting parties to the assignment from Seller to
Buyer of the Material Contracts (as defined below) requiring such consent, and
shall use comercially reasonable efforts to obtain other consents required under
the Contracts for the assignment from Seller to Buyer of the Contracts. The
delivery of such consents to the assignment of Contracts that are identified on
Schedules 1.3(a), 1.3(c), 1.3(d) and 1.3(e) to be material to the operation of
the Stations ("Material Contracts") shall be a condition to Buyer's obligation
to close under Section 9.2.7.

8.5 Environmental Site Assessment. Within forty-five (45) days of the
-----------------------------
execution of this Agreement, Buyer may obtain a Phase I Environmental Assessment
for each of the parcels of the Real Property (the "Environmental Assessment").
In the event the Environmental Assessment discloses any recognized environmental
conditions or any potential that such conditions may exist, then Buyer may
conduct or have conducted at its expense additional testing to confirm or negate
the existence of any such conditions. If any such Environmental Assessment or
additional testing reflects the existence of any such conditions, Seller shall
cause the conditions to be remedied as quickly as possible (and in all events
prior to Closing) such that no recognized environmental conditions exist;
provided, however, that Seller shall not be obligated to expend in the aggregate
in excess of One Hundred Thousand Dollars ($100,000) to effect such remediation.
In the event that such remedial action(s) does cost in the aggregate in excess
of One Hundred Thousand Dollars ($100,000), Seller may elect not to take such
remedial action. In such event, Buyer may require Seller to proceed to Closing
and Buyer shall receive a proration at Closing, in the amount of of One Hundred
Thousand Dollars ($100,000). Alternatively, Buyer may terminate this Agreement
and Seller shall have no liability to Buyer as a result of such termination.
Such Environmental Assessment shall not relieve Seller of any obligation with
respect to any representation, warranty or covenant of Seller in this Agreement
or waive any condition to Buyer's obligations under this Agreement. The cost of
completing the Environmental Assessment shall be paid by Buyer.

8.6 Title Insurance. Promptly following execution of this Agreement,
---------------
Seller shall deliver to Buyer its existing title insurance policies. Seller
shall cooperate with Buyer to extent necessary for Buyer to obtain a commitment
of a title insurance company reasonably satisfactory to Buyer to issue to Buyer,
at standard rates, ALTA 1992 Form extended coverage title insurance policies,
insuring Buyer's interest in the Real Property (the "Title Commitment"). The
costs of the Title Commitment shall be paid by Seller and cost of the policy to
be issued pursuant to the Title Commitment shall be paid by Buyer.

8.7 Surveys. Within sixty (60) days of the date of this Agreement,
-------
Seller shall deliver to Buyer surveys of the Real Property to be certified to
Buyer and the Senior Lenders and sufficient to remove any "survey exception"
from the title insurance policies to be issued pursuant to the Title
Commitments. The cost of such surveys shall be paid one-half by Buyer and one-
half by Seller.

19
<PAGE>

8.8 Confidentiality. Each party agrees that any and all information
---------------
learned or obtained by it from the other (and that is not otherwise public or
known in the radio broadcast industry) shall be confidential and agrees not to
disclose any such information to any person whatsoever other than as is
necessary for the purpose of effecting the Transaction or as otherwise required
by law.

8.9 Access. Between the date hereof and the Closing Date, Seller
------
shall give, upon prior notice, Buyer or representatives of Buyer (including
lenders, consultants and accountants) reasonable access to the Assets and to the
books and records of Seller relating to the business and operation of the
Stations. It is expressly understood that, pursuant to this Section, Buyer, at
its sole expense, shall be entitled to make such engineering inspections of the
Stations, and such audits of the Stations' financial records as Buyer may
desire, so long as the same do not unreasonably interfere with Seller's
operation of the Stations.

8.10 Employee Matters.
----------------

(a) As set forth on Schedule 5.10, Seller has provided to
Buyer an accurate list of all current employees of the Stations together with a
description of the terms and conditions of their respective employment and their
duties as of the date of this Agreement. Seller shall promptly notify Buyer of
any changes that occur prior to Closing with respect to such information.

(b) Buyer may extend offers of employment to those employees
of Seller whom it desires to hire (such employees are hereinafter referred to as
the "Hired Employees"), which offers shall be on terms and conditions that Buyer
shall determine in its sole discretion. Buyer shall provide notice to Seller at
least ten (10) days prior to Closing identifying those employees to whom Buyer
intends to extend offers of employment. Nothing contained in this Agreement
shall obligate Buyer to hire any employee of Seller. Seller waives any claims
against Buyer or any of the Hired Employees arising from such employment,
including without limitation any claims arising from any employment agreement or
non-compete agreement. On or prior to Closing, Seller shall compensate each
Station's employees for all accrued commissions, accrued vacations, sick leave
and other accrued benefits, or if Buyer assumes such obligations, such
liabilities shall be prorated between Seller and Buyer pursuant to Article IV.
Seller shall terminate the employment of all employees effective on the Closing
Date. Seller shall give Buyer reasonable access to employees for the purpose of
determining to whom Buyer wishes to extend offers of employment and shall do
nothing to discourage or otherwise interfere with Buyer in its efforts to secure
satisfactory employment arrangements with the Hired Employees to whom Buyer
makes offers of employment.

(c) Nothing contained in this Agreement shall confer upon
any employee of Seller any right with respect to continued employment by Buyer,
nor shall anything herein interfere with the right of Buyer to terminate the
employment of any of the Hired Employees at any time, with or without cause.

20
<PAGE>

8.11 Operations Prior to Closing. Between the date of this
---------------------------
Agreement and the Closing Date:

(a) Seller shall operate the Stations in the normal
and usual manner, consistent with Seller's past practice and the rules,
regulations, and policies of the Commission, and shall conduct the Stations'
business only in the ordinary course. To the extent consistent with such
operations, Seller shall use its best efforts to: (i) maintain the present
character and entertainment format of the Stations and the quality of their
programs; (ii) keep available for Buyer the services and number of each
Station's present employees reasonably necessary for the operation of the
Stations; (iii) preserve each Station's present customers and business
relations; (iv) continue to make expenditures and engage in activities designed
to promote the Stations; and (v) continue making capital expenditures, in the
case of both (iv) and (v) of this Section 8.12(a), all consistent with past
practices of the Stations.

(b) Seller shall: (i) subject to Section 13.2,
maintain the Assets in their present condition (reasonable wear and tear in
normal use excepted); and (ii) maintain all inventories of supplies, tubes, and
spare parts at levels consistent with each Station's prior practices.

(c) Seller shall maintain its books and records in the
usual and ordinary manner, on a basis consistent with prior periods.

(d) Seller shall comply with all laws, rules,
ordinances and regulations applicable to it, to the Assets and to the business
and operation of the Stations.

(e) Seller shall perform all Contracts without default
and shall pay all of Seller's trade accounts payable in a timely manner;
provided, however, that Seller may dispute, in good faith, any alleged
obligation of Seller.

(f) Seller shall not, without the express written
consent of Buyer which shall not be unreasonably withheld, and which shall be
deemed given in the event Buyer has not responded to a written request therefor
within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of
the Assets (A) other than in the ordinary course of business, and (B) unless
such Assets are replaced prior to Closing by assets of equal or greater worth,
quality and utility; (ii) acquiesce in any infringement, unauthorized use or
impairment of the Intangible Property or change the Stations' call signs; (iii)
enter into any employment contract on behalf of the Stations unless the same is
terminable at will and without penalty; or (iv) enter into any other contract,
lease or agreement that will be binding on Buyer after Closing unless Seller has
entered into such contract, lease or agreement in the ordinary course of
business and consistent with past practice and such contract, lease or agreement
does not, in the aggregate, impose obligations in excess of Ten Thousand Dollars
($10,000), provided, however, that the limitation in this clause (iv) shall not
apply to time sales agreements entered into by Seller in the ordinary course of
business, consistent with past practice and in exchange for cash

21
<PAGE>

but only if such time sales agreements provide for termination upon sixty (60)
days notice by Seller (or by any party to which Seller assigns such agreement)
without financial penalty.

8.12 Adverse Developments. Seller shall promptly notify Buyer of any
--------------------
unusual or materially adverse developments that occur prior to Closing with
respect to the Assets or the operation of the Stations; provided, however, that
Seller's compliance with the disclosure requirements of this Section 8.13 shall
not relieve Seller of any obligation with respect to any representation,
warranty or covenant of Seller in this Agreement or waive any condition to
Buyer's obligations under this Agreement.

8.13 Administrative Violations. If Seller receives any finding,
-------------------------
order, complaint, citation or notice prior to the Closing Date which states that
any aspect of the Stations' operations violates any rule or regulation of the
Commission or of any other governmental authority (an "Administrative
Violation"), including without limitation any rule or regulation concerning
environmental protection, the employment of labor, or equal employment
opportunity, Seller shall promptly notify Buyer of the Administrative Violation,
remove or correct the Administrative Violation, and be responsible for the
payment of all costs associated therewith, including any fines or back pay that
may be assessed.

8.14 Bulk Sales Act. Seller agrees to jointly and severally
--------------
indemnify, defend, and hold Buyer harmless against any claims, liabilities,
costs, or expenses, including reasonable attorneys' fees, that Buyer may incur
as a result of the failure to comply with the bulk sales provisions of the
Uniform Commercial Code or similar laws.

8.15 Control of Stations. This Agreement shall not be consummated
-------------------
until after the Commission has given its written consent thereto, and
notwithstanding anything herein to the contrary, between the date of this
Agreement and the Closing Date, Buyer shall not directly or indirectly control,
supervise or direct, or attempt to control, supervise or direct the operation of
the Stations. Such operations shall be the sole responsibility of Seller.

8.16 Buyer's Financing: Estoppel Certificates. Seller shall use its
----------------------------------------
reasonable commercial efforts to obtain estoppel certificates from its landlords
of its Real Property-Leased for the benefit of Buyer's senior lender.

8.17 Additional Covenant. Buyer and Seller shall take all
-------------------
commercially reasonable efforts to cause the consummation of the transactions
contemplated by this Agreement. Buyer and Seller shall not take any action that
would conflict with this Agreement, and each party shall notify the other if any
of its representations and warranties are no longer true and correct.

ARTICLE IX.
CONDITIONS PRECEDENT

9.1 Mutual Conditions. The obligation of both Seller and Buyer to
-----------------
consummate this Agreement is subject to the satisfaction of each of the
following conditions:

22
<PAGE>

9.1.1 Governmental Consents. The Commission shall have granted its
---------------------
consent to the Assignment Applications (the "FCC Consent").

9.1.2 Absence of Litigation. As of the Closing Date, no action,
---------------------
claim, suit or proceeding seeking to enjoin, restrain, or prohibit the
consummation of the Transaction shall be pending before any court, the
Commission, or any other governmental authority; provided, however, that this
condition may not be invoked by a party if any such action, suit, or proceeding
was solicited or encouraged by, or instituted as a result of any act or omission
of, such party.

9.2 Conditions to Buyer's Obligation. In addition to satisfaction of the
--------------------------------
mutual conditions contained in Section 9.1, the obligation of Buyer to
consummate this Agreement is subject to the satisfaction of each of the
following conditions:

9.2.1 Representations and Warranties. The representations and
------------------------------
warranties of Seller to Buyer shall be true, complete, and correct in all
material respects (without regard to any materiality limitation contained in any
representation or warranty) as of the Closing Date with the same force and
effect as if then made, except to the extent expressly made as of an earlier
date.

9.2.2 Compliance with Conditions. All of the terms, conditions and
--------------------------
covenants to be complied with or performed by Seller on or before the Closing
Date shall have been timely complied with and performed in all material respects
(without regard to any materiality limitation contained in any term, condition
and covenant).

9.2.3 Title Commitment and Surveys. Buyer shall have timely received
----------------------------
the surveys specified in Section 8.7, which shall reveal nothing inconsistent
with Seller's representations and warranties hereunder.

9.2.4 Validity of Station Licenses. On the Closing Date, Seller shall
----------------------------
be the owner and holder of the Station Licenses to the extent that such
authorizations can be owned or held by Seller under the Communications Act of
1934, as amended; the Station Licenses shall be in unconditional full force and
effect, valid for the balance of the current license term applicable generally
to radio stations licensed to communities in the state where the Stations are
located; and the Station Licenses shall be unimpaired by any acts or omissions
of Seller or Seller's employees, agents, officers, directors or shareholders.

9.2.5 Closing Documents. Seller shall deliver to Buyer all of the
-----------------
closing documents specified in Section 10.2.1, all of which documents shall be
dated as of the Closing Date, duly executed, and in a form customary in
transactions of this type and reasonably acceptable to Buyer.

9.2.6 Third Party Consents. Seller shall have obtained all consents
--------------------
to the assignment of Material Contracts (a "Required Consent"), such that Buyer
will enjoy all of the rights and privileges of Seller under the Contracts
subject only to the same obligations as are binding on Seller thereunder,
pursuant to the present terms thereof. In the event any of the

23
<PAGE>

Contracts not identified as Material Contract in Schedule 1.3 are not assignable
or any consent to such assignment is not obtained on or prior to the Closing
Date, the Seller shall continue to use commercially reasonable efforts to obtain
any such assignment or consent after the Closing Date. Until such time as such
assignment or approval has been obtained, the Seller will cooperate with Buyer
in any lawful and economically feasible arrangement to provide that the Buyer
shall receive the Seller's interest in the benefits under any such Contract,
including performance by the Seller as agent, if economically feasible;
provided, however, that the Buyer shall undertake to pay or satisfy the
corresponding liabilities for the enjoyment of such benefit to the extent that
Buyer would have been responsible therefor if such consent or assignment had
been obtained.

9.2.7 Settlement of Claims. Seller shall have settled any and all
--------------------
claims against Seller that affect or concern the Assets.

9.2.8 Finality. The FCC Consent shall have become a Final Order.
--------
"Final Order" means an order or action of the Commission that, by reason of
expiration of time or exhaustion of remedies, is no longer subject to
administrative or judicial reconsideration or review.

9.2.9 Satisfactory Environmental Assessment. To the extent that the
-------------------------------------
Environmental Assessment or additional testing conducted pursuant to Section 8.5
hereof reflects the existence of conditions contrary to any representation or
warranty in this Agreement, either (i) Seller shall have completed the
remediation of such conditions in accordance with Section 8.5 hereof or (ii)
Buyer shall have provided notice to Seller of Buyer's election to proceed to
Closing with the proration to the Purchase Price specified in Section 8.5
hereof.

9.3 Conditions to Seller's Obligation. In addition to satisfaction of the
---------------------------------
mutual conditions contained in Section 9.1, the obligation of Seller to
consummate this Agreement is subject to satisfaction of each of the following
conditions:

9.3.1 Representations and Warranties. The representations and
------------------------------
warranties of Buyer to Seller shall be true, complete and correct in all
material respects (without regard to any materiality limitation contained in any
representation or warranty) as of the Closing Date with the same force and
effect as if then made, except to the extent expressly made as of an earlier
date.

9.3.2 Compliance with Conditions. All of the terms, conditions and
--------------------------
covenants to be complied with or performed by Buyer on or before the Closing
Date shall have been timely complied with and performed in all material respects
(without regard to any materiality limitation contained in any term, condition
and covenant).

9.3.3 Payment. Buyer shall have paid to Seller the Purchase Price as
-------
adjusted in accordance with Article III, IV and Section 8.5 hereof.

9.3.4 Closing Documents. Buyer shall deliver to Seller all the
-----------------
closing documents specified in Section 10.2.2, all of which documents shall be
dated as of the Closing

24
<PAGE>

Date, duly executed, and in a form customary in transactions of this type and
reasonably satisfactory to Seller.

ARTICLE X.
CLOSING

10.1 Closing Date. The Closing hereunder shall occur on a date
------------
mutually agreeable to Buyer and Seller within fifteen (15) business days after
the later of (i) the date that the Commission's action granting its consent to
the Assignment Applications has become a Final Order, or, the satisfaction of
all the conditions precedent to Closing (the "Closing Date"); provided, however,
that the Closing shall occur no later than one year after the date on which the
parties file the Assignment Applications (the "Upset Date"). The Closing shall
be effective as of 12:00 a.m. EST on the Closing Date. The Closing shall take
place on the Closing Date at (i) the offices of Buyer's counsel in Washington,
D.C., commencing at 10:00 a.m. EST or (ii) such other mutually acceptable time
or place. If, as of the Closing Date, any condition precedent described in
Article IX has not been satisfied, the party that is entitled to require that
such condition be satisfied may (in its sole discretion) notify the other party
of the absence of such condition precedent at or before the Closing and
simultaneously therewith postpone the Closing until a date ten (10) days after
all such conditions have been (or are able to be) performed, and such postponed
date shall constitute the new Closing Date for all purposes hereunder except
that such postponed closing date shall occur no later than the Upset Date. Each
of the parties shall use its reasonable best efforts to obtain any FCC authority
necessary to schedule the Closing Date as contemplated in this Section.

10.2 Performance at Closing. The following documents shall be
----------------------
executed and delivered at Closing:

10.2.1 Seller shall deliver to Buyer:
-----------------------------

(a) A certificate executed by the Seller attesting to the
Seller's compliance with the matters set forth in Sections 9.2.1, 9.2.2 and
9.2.3 together with (i) certified copies of the Certificates of Incorporation of
the Seller and (ii) appropriate evidence of the Seller's authorization to enter
into and consummate this Agreement.

(b) One or more assignments transferring to Buyer all of
the interests of Seller in and to the Station Licenses, the Station
Applications, and all other licenses, permits, and authorizations issued by any
other governmental authorities that are used in or necessary for the lawful
operation of the Stations.

(d) One or more assignments, together with all Required
Consents assigning to Buyer all of the Contracts, the Station Records and the
Intangible Property.

25
<PAGE>

(e) One or more assignments, general warranty deeds or other
appropriate instruments conveying to Buyer all rights of Seller in the Real
Property and all consents to such assignments necessary for the legally
enforceable assignment of such interests.

(f) The Covenant.

(g) An opinion of Seller's corporate and FCC Counsel, dated the
Closing Date, in form and substance reasonably satisfactory to Buyer, and to be
for the benefit of and to be relied upon by Buyer and the Senior Lenders.

(h) The affidavit described in Section 5.16.

(i) The Estoppel Certificates obtained in accordance with
Seller's covenant in Section 8.16 hereof.

(j) UCC-3 termination statements executed by each of the Owners'
creditors, along with such other documents and instruments as may be necessary
in order to evidence the termination, discharge and release of all Liens that
such creditors maintain on the Assets.

10.2.2 Buyer shall deliver to Seller:
-----------------------------
(a) A certificate executed by Buyer attesting to Buyer's
compliance with the matters set forth in Sections 9.3.1 and 9.3.2, together with
(i) certified copies of the Certificate of Incorporation of Buyer and (ii)
appropriate evidence of Buyer's authorization to enter into and consummate this
Agreement.

(b) The Purchase Price as adjusted in accordance with
Articles III, IV and Section 8.5 hereof.

(c) Such assumption agreements and other instruments and
documents as are required to make, confirm, and evidence Buyer's assumption of
and obligation to pay, perform, or discharge Seller's obligations under the
Contracts and the Station Licenses to the extent the same are to be assumed by
Buyer pursuant to the terms of this Agreement.

10.2.3 Other Documents and Acts. The parties will also execute
------------------------
such other documents and perform such other acts, before and after the Closing
Date, as may be reasonable necessary for the complete implementation and
consummation of this Agreement.

ARTICLE XI.
POST-CLOSING OBLIGATIONS

The parties covenant and agree as follows with respect to the period
subsequent to the Closing Date:

26
<PAGE>

11.1 Indemnification.
----------------

11.1.1 Buyer's Right to Indemnification. Seller undertakes and
--------------------------------
agrees to jointly and severally indemnify, defend by counsel reasonably
acceptable to Buyer, and hold harmless Buyer, its parent, subsidiaries,
affiliates, successors and assigns and their respective directors, officers,
employees, shareholders, representatives and agents (hereinafter referred to
collectively as "Buyer Indemnitees") from and against and in respect of any and
all losses, costs, liabilities, claims, obligations, diminution in value and
expenses, including reasonable attorneys' fees, incurred or suffered by a Buyer
Indemnitee ("Losses") arising from (i) the claims of third parties with respect
to operation of the Stations or ownership of the Assets prior to Closing not
expressly assumed by Buyer pursuant to this Agreement or otherwise consented to
by Buyer in writing; (ii) a breach, misrepresentation, or other violation of any
of Seller's covenants, warranties or representations contained in this
Agreement; (iii) all liabilities of Seller or the Stations not expressly assumed
by Buyer pursuant to this Agreement or otherwise consented to by Buyer in
writing; (iv) all liens, charges, or encumbrances on any of the Assets which are
not expressly permitted by this Agreement or otherwise consented to by Buyer in
writing; and (v) all Administrative Violations and alleged Administrative
Violations occurring prior to Closing; (vi) any breach or default by Seller
under any Contract prior to Closing. The foregoing indemnity is intended by
Seller to cover all acts, suits, proceedings, claims, demands, assessments,
adjustments, diminution in value, costs, and expenses with respect to any and
all of the specific matters in this indemnity set forth.

11.1.2 Seller's Right to Indemnification. Buyer undertakes and
---------------------------------
agrees to indemnify, defend by counsel reasonably acceptable to Seller, and hold
harmless Seller, its parent, subsidiaries, affiliates, successors and assigns
and their respective directors, officers, employees, shareholders,
representatives and agents (hereinafter referred to collectively as "Seller
Indemnitees") against any and all Losses incurred or suffered by a Seller
Indemnitee arising from (i) the claims of third parties with respect to the
operation of the Stations or ownership of the Assets after Closing; (ii) a
breach, misrepresentation, or other violation of any of Buyer's covenants,
warranties or representations contained in this Agreement; (iii) all liabilities
under the Contracts and the Station Licenses to the extent specifically assumed
by Buyer pursuant to this Agreement; and (iv) any breach or default by Buyer
under any Contract after Closing. The foregoing indemnity is intended by Buyer
to cover all acts, suits, proceedings, claims, demands, assessments,
adjustments, costs, and expenses with respect to any and all of the specific
matters in this indemnity set forth.

11.1.3 Conduct of Proceedings. If any claim or proceeding covered by
----------------------
the foregoing agreements to indemnify and hold harmless shall arise, the party
who seeks indemnification (the "Indemnified Party") shall give written notice
thereof to the other party (the "Indemnitor") promptly after the Indemnified
Party learns of the existence of such claim or proceeding; provided, however,
that the Indemnified Party's failure to give the Indemnitor prompt notice shall
not bar the Indemnified Party's right to indemnification unless such failure has
materially prejudiced the Indemnitor's ability to defend the claim or
proceeding. The Indemnitor shall have the right to employ counsel reasonably
acceptable to the Indemnified Party to defend against any such claim or
proceeding, or to compromise, settle or otherwise dispose of the same, if the
Indemnitor deems it advisable to do so, all at the expense of the Indemnitor;

27
<PAGE>

provided that the Indemnitor shall not have the right to control the defense of
any such claim or proceeding unless it has acknowledged in writing its
obligation to indemnify the Indemnified Party fully from all liabilities
incurred as a result of such claim or proceeding and then and periodically
thereafter provides the Indemnified Party with reasonably sufficient evidence of
the ability of the Indemnitor to satisfy any such liabilities. The parties will
fully cooperate in any such action, and shall make available to each other any
books or records useful for the defense of any such claim or proceeding. If the
Indemnitor fails to acknowledge in writing its obligation to defend against or
settle such claim or proceeding within twenty (20) days after receiving notice
thereof from the Indemnified Party (or such shorter time specified in the notice
as the circumstances of the matter may dictate), the Indemnified Party shall be
free to dispose of the matter, at the expense of the Indemnitor, in any way in
which the Indemnified Party deems to be in its best interest.

11.1.4 Indemnification As Remedy. The right to indemnification
-------------------------
hereunder shall not be the exclusive remedy of any party in connection with any
breach by another party of its representations, warranties, or covenants, nor
shall such indemnification be deemed to prejudice or operate as a waiver of any
remedy to which any party may otherwise be entitled as a result of any such
breach.

11.2 Post-Closing Access. Each party agrees that it will cooperate
-------------------
with and make available to the other party, during normal business hours and
upon reasonable notice, all books and records which are necessary or useful in
connection with any tax inquiry, audit, investigation or dispute, any litigation
or investigation or any other matter requiring any such books and records,
information or employees for any reasonable business purpose. The party
requesting any such books and records, information or employees shall bear all
of the out-of-pocket costs and expenses reasonably incurred in connection with
providing such books and records, information or employees. All information
received pursuant to this Section 11.2 shall be kept confidential by the party
receiving it. If Buyer or Seller is required by legal process or operation of
law to disclose any confidential information, it shall provide the other party
with prompt written notice of such request so that such other party may seek an
appropriate protective order. In the event Buyer wishes to destroy or discard
any books or records within 5 years of Closing it shall provide Seller 30 days
notice prior to such destruction or discarding. Seller may choose to take
possession of such records prior to their destruction or discarding.

ARTICLE XII.
DEFAULT AND REMEDIES

12.1 Termination by Seller Upon Buyer's Default. This Agreement may
------------------------------------------
be terminated by Seller and the purchase and sale of the Stations abandoned, if
Seller is not then in material default, upon written notice to Buyer, upon the
occurrence of any of the following:

(a) If on the date that would otherwise be the Closing Date any
of the conditions precedent to the obligations of Seller set forth in this
Agreement have not been satisfied in all material respects or waived in writing
by Seller and Buyer shall not have cured such failure to satisfy such conditions
within ten (10) days thereafter.

28
<PAGE>

(b) If there shall be in effect on the date that would
otherwise be the Closing Date any judgment, decree or order that would prevent
or make unlawful the Closing.

(d) If there shall have been any material breach of any
representation, warranty, covenant or agreement made herein on the part of Buyer
and Buyer shall not have cured such breach within twenty (20) days after Seller
has given notice to Buyer of such breach.

12.2 Termination by Buyer Upon Seller's Default. This Agreement may
------------------------------------------
be terminated by Buyer and the purchase and sale of the Stations abandoned, if
Buyer is not then in material default, upon written notice to Seller, upon the
occurrence of any of the following:

(a) If on the date that would otherwise be the Closing Date any
of the conditions precedent to the obligations of Buyer set forth in this
Agreement have not been satisfied in all material respects or waived in writing
by Buyer and Seller shall not have cured such failure to satisfy such conditions
within ten (10) days thereafter.

(b) If there shall be in effect on the date that would
otherwise be the Closing Date any judgment, decree or order that would prevent
or make unlawful the Closing.

(d) If there shall have been any material breach of any
representation, warranty, covenant or agreement made herein on the part of
Seller and Seller shall not have cured such breach within twenty (20) days after
Buyer has given notice to Seller of such breach.

12.3 Letter of Credit. Upon execution and delivery of this
----------------
Agreement, Buyer shall deliver to Seller an irrevocable letter of credit naming
Seller as the beneficiaries in the amount of One Million Dollars ($1,000,000)
(the "Letter of Credit") to Seller. The Letter of Credit shall provide that the
issuing bank shall make payment on the Letter of Credit upon such bank's receipt
of a certificate from the Secretary or Treasurer of Seller certifying the
Agreement has been terminated pursuant to Section 12.1 or otherwise on account
of a material breach by Buyer and that Seller is not in material default
thereunder. The Letter of Credit shall be held and disbursed in accordance with
the terms of the Escrow Agreement and the following provisions:

(a) Upon Closing, Seller shall return the Letter of Credit to
Buyer.

(b) If this Agreement is terminated pursuant to Section 8.5,
12.2 or Article XIII and Section 12.3(c) does not apply and Buyer is not in
material breach of this Agreement, Seller shall return the Letter of Credit to
Buyer.

29
<PAGE>

(c) If this Agreement is terminated pursuant to Section 12.1 or
otherwise on account of a material breach by Buyer, and Seller is not in
material breach of this Agreement, then Seller shall be entitled to draw upon
the Letter of Credit as liquidated damages.

12.4 Seller's Remedies. If this Agreement is terminated by Seller
-----------------
and Section 12.3(c) applies, then the payment to Seller pursuant to Section
12.3(c) shall be liquidated damages and shall constitute full payment and the
exclusive remedy for any damages suffered by Seller. Seller and Buyer agree in
advance that actual damages would be difficult to ascertain and that the amount
of the payment to be made to Seller pursuant to Section 12.3(c) is a fair and
equitable amount to reimburse Seller for damages sustained due to Buyer's breach
of this Agreement. Seller hereby waives all claims to damages arising from any
termination of this Agreement except for liquidated damages under the
circumstances set forth in Section 12.3(c).

12.5 Buyer's Remedies. The parties recognize that if, prior to
----------------
Closing, Seller breaches this Agreement and refuses to perform under the
provisions of this Agreement, monetary damages alone would not be adequate to
compensate Buyer for its injury. Buyer shall therefore be entitled, in addition
to any other remedies that may be available, to obtain specific performance of
the terms of this Agreement prior to Closing. If any action is brought by Buyer
to enforce this Agreement prior to Closing, Seller shall waive the defense that
there is an adequate remedy at law. In the event Buyer elects to terminate this
Agreement as a result of Seller's default instead of seeking specific
performance, Buyer shall be entitled to recover Buyer's damages. Following the
Closing, Buyer shall be entitled, in addition to any other remedies that may be
available, to seek specific performance of the terms of this Agreement if such
remedy is available at equity.

ARTICLE XIII.
TERMINATION

13.1 Absence of Grant of Assignment Applications; Designation for
------------------------------------------------------------
Hearing. Either party may terminate this Agreement if such party is not then in
- -------
default upon written notice to the other, if, (x) for any reason, the Assignment
Applications are not granted by Final Order earlier than fifteen (15) days prior
to the Upset Date or (y) the Assignment Applications are designated for hearing
by the Commission; provided, however, that with respect to termination under
clause (x) hereof, written notice must be given on or prior to the Upset Date,
and with respect to termination under clause (y) hereof, notice of termination
must be given within twenty (20) days after release of the hearing designation
order. Upon termination pursuant to this Section 13.1, the parties shall be
released and discharged from any further obligation hereunder.

13.2 Damage.
-------

13.2.1 Risk of Loss. The risk of loss or damage to the Assets
------------
shall be upon Seller at all times prior to the Closing. In the event of loss or
damage, Seller shall promptly notify Buyer thereof and shall repair, replace and
restore the lost or damaged property to its

30
<PAGE>

former condition as soon as possible. If such repair, replacement and
restoration has not been completed prior to the Closing Date, Buyer may, at its
option:

(a) elect to terminate this Agreement, but only if the failure
to repair, replace and restore the lost or damaged property continues for a
period in excess of sixty (60) days from the date that would be the Closing Date
without consideration of this Section 13.2;

(b) elect to consummate the Transaction on the Closing Date in
which event Seller shall pay to Buyer the amount necessary to restore the lost
or damaged property to its former condition and against such obligation shall
assign to Buyer all of Seller's rights under any applicable insurance policies;
or

(c) elect to postpone the Closing Date, with prior consent of
the Commission if necessary, which consent both parties will use their
reasonable best efforts to obtain, until a date within fifteen (15) business
days after Seller gives written notice to Buyer of completion of the repair,
replacement and restoration of such lost or damaged property. If, after the
expiration of that extension period, the lost or damaged property has not been
adequately repaired, replaced or a restored, Buyer may terminate this Agreement,
and the parties shall be released and discharged from any further obligation
hereunder.

13.2.2 Failure of Broadcast Transmission. Seller shall give
---------------------------------
prompt written notice to Buyer if either of the following (a "Specified Event")
shall occur: (i) the regular broadcast transmissions of any of the Stations in
the normal and usual manner are interrupted or discontinued; or (ii) any of the
Stations are operated at less than their respective licensed antenna height
above average terrain or at less than ninety percent (90%) of their respective
licensed effective radiated power. If any Specified Event persists for more than
ninety-six (96) hours (or, in the event of force majeure or utility failure
affecting generally the markets served by the Stations, one hundred and twenty
(120) hours), whether or not consecutive, during any period of thirty (30)
consecutive days, then Buyer may, at its option: (i) terminate this Agreement by
written notice given to Seller not more than ten (10) days after the expiration
of such thirty (30) day period, or (ii) proceed in the manner set forth in
Section 13.2.1. In the event of termination of this Agreement by Buyer pursuant
to this Section, the parties shall be released and discharged from any further
obligation hereunder.

13.2.3 Resolution of Disagreements. If the parties are unable
---------------------------
to agree upon the extent of any loss or damage, the cost to repair, replace or
restore any lost or damaged property, the adequacy of any repair, replacement,
or restoration of any lost or damaged property, or any other matter arising
under this Section 13.2, the disagreement shall be referred to a qualified
consulting communications engineer mutually acceptable to Seller and Buyer who
is a member of the Association of Federal Communications Consulting Engineers,
whose decision shall be final, binding upon and non-appealable by the parties,
and whose fees and expenses shall be paid one-half by Seller and one-half by
Buyer.

31
<PAGE>

13.3 Legal Actions. If, prior to the Closing Date, any action, suit,
-------------
or proceeding shall have been instituted by or before any court or other
governmental authority (other than the Commission) to enjoin, restrain, or
prohibit the consummation of the Transaction, the Closing may be adjourned at
the option of either party, with prior consent of the Commission if necessary,
which consent both parties will use their reasonable best efforts to obtain, for
a period of up to thirty (30) days, and if, at the end of such period, the
action, suit, or proceeding shall not have been favorably resolved, either party
may, by written notice to the other, terminate this Agreement; provided,
however, that if such action, suit, or proceeding shall have been solicited or
encouraged by, or instituted as a result of any act or omission of, Seller or
Buyer, then such party shall not have any right of adjournment or termination
pursuant to this Section. In the event of termination pursuant to this Section,
the parties shall be released and discharged from any further obligation
hereunder.

ARTICLE XIV.
POST-CLOSING OBLIGATIONS OF SELLER

14.1 Future Financings. Seller acknowledges that Buyer or one of its
-----------------
Affiliates (such party, "Public Buyer") may use the financial statements of
Seller and other information regarding Seller in connection with future
financings by Public Buyer, including in a registration statement filed under
the Securities Act of 1933, as amended (the "Public Filings"). For a period of
three (3) years from the Closing Date, Seller shall cooperate in a commercially
reasonable manner with Public Buyer so that Public Buyer can obtain information
sufficient for Public Buyer to prepare any Public Filings, in each case at
Public Buyer's sole expense. The foregoing cooperation of Seller shall include
(i) compiling the requisite financial information, including supplying financial
information for purposes of comfort letters to be issued in connection with
Public Filings, and (ii) granting Buyer and its accountants full and complete
access to the books and records of Seller and to any personnel knowledgeable
about such books and records (including the Seller's accountants), in each case,
to the extent reasonably requested by Public Buyer and (iii) signing customary
management representation letters related to the financial statements and any
comfort letters.

14.2 Removal of Liens. Seller shall cause its obligations which are
----------------
not yet due and payable as of the Closing Date and which could result in a Lien
on the Assets, to be timely paid in full. Notwithstanding any other provision in
this Agreement, this Section 14.2 shall survive Closing for a period of three
(3) years, at which time the same shall expire (except for claims asserted
during such three (3) year period).

ARTICLE XV.
GENERAL PROVISIONS

15.1 Brokerage. Each party represents and warrants to the other that
---------
no agent, broker, investment banker, or other person or firm acting on behalf of
such party or any of its affiliates or under the authority of any of them, other
than Michael Bergner, is or will be entitled to any broker's or finder's fee or
any other commission or similar fee (a "Brokerage Fee") in connection with the
Transaction. Seller shall be solely responsible to pay Michael Bergner all
Brokerage Fees due and owing in connection with the Transaction. Each party
hereby

32
<PAGE>

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 this Section 15.1 shall survive
Closing hereunder.

15.2 Expenses. Except as otherwise provided herein, all expenses
--------
involved in the preparation and consummation of this Agreement shall be borne by
the party incurring the same whether or not the Transaction is consummated. All
Commission filing fees for the Assignment Applications shall be shared equally
by Buyer and Seller. All recording costs for instruments of transfer, and all
stamp, sales, use and transfer taxes shall be paid by Seller.

15.3 Notices. All notices, requests, demands, and other communications
-------
pertaining to this Agreement shall be in writing and shall be deemed duly given
when delivered personally (which shall include delivery by Federal Express or
other nationally recognized, reputable overnight courier service that issues a
receipt or other confirmation of delivery) to the party for whom such
communication is intended, or three (3) business days after the date mailed by
certified or registered U.S. mail, return receipt requested, postage prepaid,
addressed as follows:

(a) If to Seller:

GHB Broadcasting Corp.
1776 Briarcliff Road, NE, Suite A
Atlanta, GA 30306
Attn: Jake Bogan
Tel: 404-875-1110
Fax: 404-875-1186

and

Dennis F. Begley
Reddy Begley and McCormick
2175 K Street, NW, Suite 350
Washington, DC 20037
Tel: 202-659-5700
Fax: 202-659-5711
(Counsel to Seller)

(b) If to Buyer:

Beasley Broadcasting of Augusta, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103
Attn: Caroline Beasley
Tel: (941) 263-5000

33
<PAGE>

Fax: (941) 434-8950

and

Joseph D. Sullivan, Esq.
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004
Tel: (202) 637-2221
Fax: (202) 637-2201
(Counsel to Beasley Broadcasting of Augusta, Inc.)

Any party may change its address for notices by notice to the others given
pursuant to this Section.

15.4 Attorneys' Fees. If either party initiates any litigation against
---------------
the other party involving this Agreement, the prevailing party in such action
shall be entitled to receive reimbursement from the other party for all
reasonable attorneys' fees and other costs and expenses incurred by the
prevailing party in respect of that litigation, including any appeal, and such
reimbursement may be included in the judgment or final order issued in that
proceeding.

15.5 Survival of Representations, Warranties and Indemnification
-----------------------------------------------------------
Rights. The several representations and warranties of the parties contained
- ------
herein, and the parties respective indemnification rights pursuant to Section
11.1, shall survive the Closing for a period of one year, at which time the same
shall expire (except for claims asserted during such one-year period); provided,
however, that representations and warranties with respect to taxes, ERISA and
environmental matters shall survive for the period of the applicable statute of
limitations plus ninety (90) days and the representations and warranties with
respect to title and authorization shall survive in perpetuity.

15.6 Exclusive Dealings. For so long as this Agreement remains in
------------------
effect, neither Seller, its officers, directors, employees, nor any person
acting on Seller's behalf, shall, directly or indirectly, solicit or initiate
any offer from, or conduct any negotiations with, any person other than Buyer or
Buyer's assignee(s) concerning the acquisition of the Stations.

15.7 Waiver. Unless otherwise specifically agreed in writing to the
------
contrary: (i) the failure of any party at any time to require performance by any
other of any provision of this Agreement shall not affect such party's right
thereafter to enforce the same; (ii) no waiver by any party of any default by
any other shall be valid unless in writing and acknowledged by an authorized
representative of the non-defaulting party, and no such waiver shall be taken or
held to be a waiver by such party of any other preceding or subsequent default;
and (iii) no extension of time granted by any party for the performance of any
obligation or act by any other party shall be deemed to be an extension of time
for the performance of any other obligation or act hereunder.

34
<PAGE>

15.8 Assignment. No party may assign its rights or obligations
----------
hereunder without the prior written consent of the other parties except: (i)
Buyer may assign all or a portion of its rights and obligations to a
corporation, partnership or other business entity that controls, is controlled
by, or is under common control with Buyer, provided that any such assignment
shall not release Buyer from any of its obligations under this Agreement and
(ii) Buyer may make a collateral assignment of its rights under this Agreement
to any lender that provides funds to Buyer for the acquisition or operation of
the Stations. Seller agrees to execute acknowledgments of any assignment(s) and
collateral assignment(s) pursuant to this Section 15.8 in such forms as Buyer or
Buyer's lender(s) may from time to time reasonably request. Subject to the
foregoing, this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by the parties hereto and their respective successors and assignees.

15.9 Entire Agreement. This Agreement and the Exhibits and Schedules
----------------
hereto (which are incorporated by reference herein) constitute the entire
agreement between the parties with respect to the subject matter hereof and
referenced herein, supersede and terminate any prior agreements between the
parties (written or oral). This Agreement may not be altered or amended except
by an instrument in writing signed by the party against whom enforcement of any
such change is sought.

15.10 Counterparts. This Agreement may be signed in any number of
------------
counterparts with the same effect as if the signatures on each such counterpart
were on the same instrument.

15.11 Construction. The Section headings of this Agreement are for
------------
convenience only and in no way modify, interpret or construe the meaning of
specific provisions of the Agreement. As used herein, the neuter gender shall
also denote the masculine and feminine, and the masculine gender shall also
denote the neuter and feminine, where the context so permits.

15.12 Schedules and Exhibits. The Schedules and Exhibits to this
----------------------
Agreement are a material part of this Agreement.

15.13 Severability. If any one or more of the provisions contained in
------------
this Agreement should be found invalid, illegal or unenforceable in any respect,
the validity, legality, and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. Any illegal or
unenforceable term shall be deemed to be void and of no force and effect only to
the minimum extent necessary to bring such term within the provisions of
applicable law and such term, as so modified, and the balance of this Agreement
shall then be fully enforceable.

15.14 Choice of Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of South Carolina, without regard to
the choice of law rules utilized in that jurisdiction.

15.15 Counsel. Each party has been represented by its own counsel in
-------
connection with the negotiation and preparation of this Agreement and,
consequently, each party

35
<PAGE>

hereby waives the application of any rule of law that would otherwise be
applicable in connection with the interpretation of this Agreement, including
but not limited to any rule of law to the effect that any provision of this
Agreement shall be interpreted or construed against the party whose counsel
drafted that provision.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW
ON NEXT PAGE.]

36
<PAGE>

IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by a respective duly authorized officer as of the date first written
above.

SELLER:
------

GHB OF AUGUSTA, INC.

By: /s/ Jacob Bogan
-------------------------------
Name: Jacob Bogan
Title: Secretary - Treasurer

GHB OF CLEARWATER* INC.

By: /s/ Jacob Bogan
-------------------------------
Name: Jacob Bogan
Title: Secretary - Treasurer

JACOB E. BOGAN

/s/ Jacob Bogan
----------------------------------

BUYER:
-----

BEASLEY BROADCASTING OF AUGUSTA, INC.

By: /s/ B. Caroline Beasley
-----------------------------
Name: B. Caroline Beasley
Title: Secretary

WGAC LICENSE, LLC

By: BEASLEY BROADCASTING OF AUGUSTA, INC..

By: /s/ B. Caroline Beasley
------------------------------
Name: B. Caroline Beasley
Title: Secretary

37
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>THIRD AMENDED & RESTATED BYLAWS
<TEXT>

<PAGE>

THIRD AMENDED AND RESTATED

BYLAWS

BEASLEY BROADCAST GROUP, INC.
<PAGE>

ARTICLE I - OFFICES

Section 1. The registered office of Beasley Broadcast Group, Inc. (the
"Corporation") shall be in the City of Wilmington, County of New Castle, State
of Delaware.

Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

ARTICLE II - MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the
stockholders shall be held each year on a date and time designated by the Board
of Directors. At such meeting, the stockholders shall elect the directors of the
corporation and conduct such other business as may come before the meeting. The
time and place of the annual meeting shall be determined by the Board of
Directors. Special meetings of the stockholders, for any purpose, or purposes,
unless otherwise prescribed by statute or by the Restated Certificate of
Incorporation, may be called by the President and shall be called by the
President or the Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning a majority in
amount of the entire voting power of the issued and outstanding capital stock of
the Corporation, provided, however, that if there are two vacancies in the
offices for the Class A Directors (as defined in Article III, Section 1 below),
then holders of a majority of the Class A Common Stock outstanding shall have
the right to call a special meeting of stockholders for the purpose of electing
Class A Directors to fill such vacancies. Such request shall state the purpose
or purposes of the proposed meeting. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.

Section 2. Notice. Whenever stockholders are required or permitted to take
action at a meeting, written or printed notice of every annual or special
meeting of the
<PAGE>

stockholders, stating the place, date, time, and, in the case of special
meetings, the purpose or purposes, of such meeting, shall be given to each
stockholder entitled to vote at such meeting not less than l0 nor more than 60
days before the date of the meeting. All such notices shall be delivered, either
personally or by mail, by or at the direction of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President or the
Secretary, and if mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage prepaid and addressed to the
stockholder at his or her address as it appears on the records of the
corporation.

Section 3. Stockholders List. The officer having charge of the stock ledger
of the corporation shall make, at least l0 days before every meeting of the
stockholders, a complete list arranged in alphabetical order of the stockholders
entitled to vote at such meeting, specifying the address of and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least l0 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

Section 4. Quorum. The presence of stockholders entitled to cast at least a
majority of the votes that all stockholders are entitled to cast on a matter to
be acted upon at a meeting of the stockholders shall constitute a quorum for the
purposes of consideration and action on the matter, except as otherwise provided
by statute or by the Restated Certificate of Incorporation. If a quorum is not
present, the holders of the shares present in person or represented by proxy at
the meeting and entitled to vote thereat shall have the power, by the
affirmative vote of the holders of a majority of the voting power represented by
such shares, to adjourn the meeting to another time or place. Unless the

2
<PAGE>

adjournment is for more than thirty days or unless a new record date is set for
the adjourned meeting, no notice of the adjourned meeting need be given to any
stockholder, provided that the time and place of the adjourned meeting were
announced at the meeting at which the adjournment was taken. At the adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting.

Section 5. Vote Required. When a quorum is present or represented by proxy
at any meeting, the vote of a majority of the votes cast by all stockholders
entitled to vote and, if any stockholders are entitled to vote as a class, the
vote of a majority of the votes cast by the stockholders entitled to vote as a
class, whether such stockholders are present in person or represented by proxy
at the meeting, shall be the act of the stockholders, unless the question is one
upon which by express provisions of an applicable statute or of the Restated
Certificate of Incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.

Section 6. Voting Rights. Except as otherwise provided by the Delaware
General Corporation Law or by the Restated Certificate of Incorporation of the
Corporation or any amendments thereto and subject to Section 3 of ARTICLE VI
hereof, each holder of Class A Common Stock shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
Class A held by such stockholder, and each holder of Class B Common Stock shall
at every meeting of the stockholders shall be entitled to ten votes in person or
by proxy for each share of Class B Common Stock held by such stockholder.

Section 7. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

3
<PAGE>

ARTICLE III - DIRECTORS

Section 1. Number, Election and Term of Office. The number of directors
which shall constitute the whole Board of Directors shall be not less than one
(1) and not more than nine (9). The exact number of directors shall be
determined by resolution of the Board. The directors need not be stockholders.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 3 of this Article, and each director elected shall hold
office until his successor is elected and qualified or until his or her death,
resignation or removal. From and after the first annual meeting of the
stockholders that occurs after the closing date of the initial public offering
of the Class A Common Stock, the holders of Class A Common Stock, voting
separately as a class, shall be entitled to elect two of the directors to be
elected at such meeting ("Class A Directors").

Section 2. Removal and Resignation. Any director or the entire Board of
Directors may be removed at any time, with or without cause, by the vote of a
majority of the votes cast by all stockholders entitled to vote at an election
of directors, except that the Class A Directors may be removed without cause
only by the vote of the holders of a majority of the shares of Class A Common
Stock, and except as otherwise provided by statute. Any director may resign at
any time upon written notice to the corporation.

Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a vote
of the majority of the Board of Directors, and each director so chosen shall
hold office until the next annual meeting of stockholders and until a successor
is duly elected and qualified or until his or her earlier death, resignation or
removal as hereinafter provided; provided, however, that any vacancy resulting
from the resignation or removal of a Class A Director shall be filled by the
remaining Class A Director, or, if there is no remaining Class A Director, by
the vote of the holders of a majority of the shares of Class A Common Stock.

4
<PAGE>

Section 4. Annual Meetings. The annual meeting of each newly elected Board
of Directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of stockholders.

Section 5. Other Meetings and Notice. Regular meetings, other than the
annual meeting, of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the board. Special meetings of the Board of Directors may be called by or at the
request of the chairman, the chief executive officer or the president on at
least 24 hours notice to each director, either personally, by telephone, by
mail, or by telegraph; in like manner and on like notice the secretary must call
a special meeting on the written request of a majority of directors.

Section 6. Quorum. A majority of the total number of directors shall
constitute a quorum for the transaction of business. The vote of a majority of
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

Section 7. Committees. The Board of Directors may, by resolution passed by
a majority of the whole board, designate one or more committees. Each committee
shall consist of one or more of the directors of the corporation, which, to the
extent provided in such resolution and not otherwise limited by statute, shall
have and may exercise the powers of the Board of Directors in the management and
affairs of the Corporation including without limitation the power to declare a
dividend and to authorize the issuance of stock. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Each committee
shall keep regular minutes of its meetings and report the same to the

5
<PAGE>

directors when required.

Section 8. Committee Rules. Each committee of the Board of Directors may
fix its own rules of procedure and shall hold its meetings as provided by such
rules, except as may otherwise be provided by the resolution of the Board of
Directors designating such committee, but in all cases the presence of at least
a majority of the members of such committee shall be necessary to constitute a
quorum. In the event that a member and that member's alternate, if alternates
are designated by the Board of Directors as provided in Section 7 of this
ARTICLE III, of such committee is/are absent or disqualified, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member.

Section 9. Communications Equipment. Members of the Board of Directors or
any committee thereof may participate in and act at any meeting of such board or
committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in the meeting pursuant to this section shall
constitute presence in person at the meeting.

Section 10. Action by Written Consent. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting if all members of the board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee.

ARTICLE IV - OFFICERS

Section 1. Number. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of a chairman of the board (if the Board of
Directors so deems advisable and elects), a president, one or more vice-
presidents, a secretary, a

6
<PAGE>

treasurer, and such other officers and assistant officers as may be deemed
necessary or desirable by the Board of Directors. Any number of offices may be
held by the same person. In its discretion, the Board of Directors may choose
not to fill any office for any period as it may deem advisable, except the
offices of president and secretary.

Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the meeting of the Board
of Directors held after each annual meeting of stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until the next annual meeting of the Board of Directors and until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best
interest of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term by the Board of Directors
then in office.

Section 5. Compensation. Compensation of all officers shall be fixed by the
Board of Directors, and no officer shall be prevented from receiving such
compensation by virtue of the fact that he or she is also a director of the
corporation.

Section 6. Chairman of the Board. The chairman shall preside at all
meetings of the Board of Directors and all meetings of the stockholders and
shall have such other powers and perform such duties as may from time to time be
assigned to him by the Board of Directors.

Section 7. Vice Chairman of the Board. The Vice Chairman shall, in the
absence

7
<PAGE>

or disability of the Chairman, perform the duties and exercise the powers of the
Chairman and shall perform such other duties and have such other powers as the
Board of Directors may, from time to time, determine or these bylaws may
prescribe.

Section 8. The Chief Executive Officer. The chief executive officer of the
Corporation shall have such powers and perform such duties as are specified in
these bylaws and as may from time to time be assigned to him by the Board of
Directors. The chief executive officer shall have overall management of the
business of the Corporation and its subsidiaries and shall see that all orders
and resolutions of the boards of directors of the Corporation and its
subsidiaries are carried into effect. The chief executive officer shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation. The chief executive officer shall have general powers of
supervision and shall be the final arbitrator of all differences among officers
of the Corporation and its subsidiaries, and such decision as to any matter
affecting the Corporation and its subsidiaries subject only to the Boards of
Directors.

Section 9. The President. The president shall have such powers and perform
such duties as are specified in these bylaws and as may from time to time be
assigned to him by the Board of Directors. The president shall have general and
active management of the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. The
president shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation. The president shall have general powers of
supervision and shall be the final arbitrator of all differences between
officers of the

8
<PAGE>

corporation, and such decision as to any matter affecting the Corporation
subject only to the Board of Directors.

Section 10. Chief Operating Officer. The Chief Operating Officer, or if
there shall be more than one, the Chief Operating Officers shall perform the
duties and exercise the powers as the Board of Directors may, from time to time,
determine or these bylaws may prescribe.

Section 11. Vice Presidents. The Vice President, or if there shall be more
than one, the Vice Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the president, perform the duties and
exercise the powers of the president and shall perform such other duties and
have such other powers as the Board of Directors may, from time to time,
determine or these bylaws may prescribe.

Section 12. The Secretary and Assistant Secretaries. The secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation
and the Board of Directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. The secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors; perform such other duties as may be
prescribed by the Board of Directors or president, under whose supervision he or
she shall be; shall have custody of the corporate seal of the Corporation and
the secretary, or an assistant secretary, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by his or
her signature or by the signature of such assistant secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his or her signature. The
assistant secretary, or if there be more than one, the assistant secretaries in
the order determined by the Board of Directors, shall, in the absence or
disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board of Directors

9
<PAGE>

may from time to time prescribe.

Section 13. The Treasurer and Assistant Treasurer. The treasurer shall have
the custody of the corporate funds and securities; shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation;
shall deposit all monies and other valuable effects in the name and to the
credit of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements; and shall render to the president and
the Board of Directors, at its regular meeting or when the Board of Directors so
requires, an account of the corporation. If required by the Board of Directors,
the treasurer shall give the Corporation a bond (which shall be rendered every
six years) in such sums and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of the office of treasurer and for the restoration to the corporation, in
case of death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the possession
or under the control of the treasurer belonging to the corporation. The
assistant treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the Board of Directors, shall in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

Section 14. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Right to Indemnification. Each person who was or is made party
or is threatened to be made a party to or is otherwise involved (including
involvement as a witness) in any action, suit or proceeding, whether civil,
criminal, administrative or

10
<PAGE>

investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the Corporation or, while a director or
officer of the corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter, an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law ("DGCL"), as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide for broader
indemnification rights than permitted as of the date of these bylaws), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that except as provided in
Section 2 of this ARTICLE V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the corporation. The right to indemnification conferred in this Section 1 of
this ARTICLE V shall be a contract right and shall include the obligation of the
Corporation to pay the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advance of expenses");
provided, however, that if and to the extent that the Board of Directors of the
Corporation requires, an advance of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by

11
<PAGE>

such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking
(hereinafter an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 1 or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same or lesser scope and effect as the foregoing
indemnification of directors and officers.

Section 2. Procedure for Indemnification. Any indemnification of a director
or officer of the Corporation or advance of expenses under Section 1 of this
ARTICLE V shall be made promptly, and in any event within forty-five days (or,
in the case of an advance of expenses, twenty days) upon the written request of
the director or officer. If a determination by the Corporation that the director
or officer is entitled to indemnification pursuant to this ARTICLE V is
required, and the Corporation fails to respond within sixty days to a written
request for indemnity, the Corporation shall be deemed to have approved the
request. If the Corporation denies a written request for indemnification or
advance of expenses, in whole or in part, or if payment in full pursuant to such
request is not made within forty-five days (or, in the case of an advance of
expenses, twenty days), the right to indemnification or advances as granted by
this ARTICLE V shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for the advance of expenses where the undertaking required pursuant to
Section 1 of this ARTICLE V, if any, has been tendered to the corporation) that
the claimant has not met the standards of conduct which make it

12
<PAGE>

permissible under the DGCL for the Corporation to indemnify the claimant for the
amount claimed, but the burden of such defense shall be on the corporation.
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct. The procedure for indemnification of
other employees and agents for whom indemnification is provided pursuant to
Section 1 of this ARTICLE V shall be the same procedure set forth in this
Section 2 for directors or officers, unless otherwise set forth in the action of
the Board of Directors of the Corporation providing for indemnification for such
employee or agent.

Section 3. Insurance. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss asserted against him or her and incurred by him or her in any
such capacity, whether or not the Corporation would have the power to indemnify
such person against such expenses, liability or loss under the DGCL.

Section 4. Service for Subsidiaries. Any person serving as a director,
officer, employee or agent of another corporation, partnership, limited
liability company, joint venture or other enterprise, at least 50% of whose
equity interests are owned by the Corporation (hereinafter a "subsidiary" for
purposes of this ARTICLE V) shall be conclusively presumed to be serving in such
capacity at the request of the corporation.

Section 5. Reliance. Persons who after the date of the adoption of these
bylaws

13
<PAGE>

become or remain directors or officers of the Corporation or who, while a
director or officer of the corporation, become or remain a director, officer,
employee or agent of a subsidiary, shall be conclusively presumed to have relied
on the rights to indemnity, advance of expenses and other rights contained in
this ARTICLE V in entering into or continuing such service. The rights to
indemnification and to the advance of expenses conferred in this ARTICLE V shall
apply to claims made against an indemnitee arising out of acts or omissions
which occurred or occur both prior and subsequent to the adoption hereof.

Section 6. Non-Exclusivity of Rights. The rights to indemnification and to
the advance of expenses conferred in this ARTICLE V shall not be exclusive of
any other right which any person may have or hereafter acquire under these
bylaws or the corporation's Restated Certificate of Incorporation or under any
statute, agreement, vote of stockholders or disinterested directors or
otherwise.

Section 7. Merger or Consolidation. For purposes of this ARTICLE V,
references to "the corporation" shall include any constituent corporation
(including any constituent of a constituent) absorbed into the corporation in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this ARTICLE V with respect to the
resulting or surviving corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.

ARTICLE VI - CERTIFICATES OF STOCK

Section 1. Form. Subject to the Restated Certificate of Incorporation,
every holder of stock in the Corporation shall be entitled to have a
certificate, signed by, or in

14
<PAGE>

the name of the Corporation by the president or a vice-president, and the
secretary or an assistant secretary of the corporation, certifying the number of
shares owned by him or her in the corporation. Where a certificate is signed (l)
by a transfer agent or an assistant transfer agent other than the Corporation or
its employee or (2) by a registrar, other than the Corporation or its employee,
the signature of any such president, vice-president, secretary, or assistant
secretary may be facsimile. In case any officer or officers have signed a
certificate or certificates, or whose facsimile signature or signatures have
been used on certificate or certificates, shall cease to be such officer or
officers of the Corporation whether because of death, resignation or otherwise
before such certificate or certificates have been delivered by the corporation,
such certificate or certificates may nevertheless be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or signatures have been used on such certificate or
certificates had not ceased to be such officer or officers of the corporation.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
books of the corporation. All certificates surrendered to the Corporation for
transfer shall be canceled, and no new certificate shall be issued in
replacement until the former certificate for a like number of shares shall have
been surrendered or canceled, except as otherwise provided in Section 2 with
respect to lost, stolen or destroyed certificates.

Section 2. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her

15
<PAGE>

legal representative, to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Fixing a Record Date. The Board of Directors may fix in advance
a record date for the determination of stockholders entitled to notice of, and
to vote at, any meeting of stockholders and any adjournment thereof;
stockholders entitled to consent to corporate action in writing without a
meeting; stockholders entitled to receive payment of any dividend or other
distribution or allotment of rights or entitled to exercise any rights in
respect to any change, conversion or exchange of stock; or, for the purpose of
any other lawful action, which record date may not precede the date on which the
resolution fixing such record date is adopted by the Board of Directors. The
record date for the determination of stockholders entitled to notice of, and to
vote at, a meeting of stockholders shall not be more than 60 days nor less than
10 days before the date of such meeting. The record date for the determination
of stockholders entitled to consent to corporate action in writing without a
meeting shall not be more than 10 days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. The record date for
the determination of stockholders with respect to any other action shall not be
more than 60 days before the date of such action. If no record date is fixed:
the record date for determining stockholders entitled to notice of, and to vote
at, a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held; the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting when no prior action by the Board of Directors is
required by the Delaware General Corporation Law, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of

16
<PAGE>

the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded; and, the record date for determining stockholders
with respect to any other action shall be the close of business on the day on
which the Board of Directors adopts the resolution relating thereto.

ARTICLE VII - GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation,
subject to the provisions of the Restated Certificate of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Restated Certificate of
Incorporation. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, equalize dividends, repair or
maintain any property of the corporation, or for any other purpose, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders
for the payment of money by or to the Corporation and all notes and other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the corporation, and in such
manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.

Section 3. Contracts. The Board of Directors may authorize any officer or
officers, or any agent or agents, of the Corporation to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

Section 4. Loans. The Corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiary, including any officer or employee who is a
director of the Corporation or

17
<PAGE>

its subsidiary, whenever, in the judgment of the directors, such loan, guaranty
or assistance may reasonably be expected to benefit the corporation. The loan,
guaranty or other assistance may be with or without interest, and may be
unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the corporation.
Nothing contained in this section shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the Corporation at common law or under any
statute.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be the
calendar year unless otherwise fixed by resolution of the Board of Directors.

Section 6. Corporate Seal. The Board of Directors shall provide a corporate
seal which shall be in the form of a circle and shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

Section 7. Voting Securities Owned by Corporation. Voting securities in any
other corporation held by the Corporation shall be voted by the president or the
vice president, unless the Board of Directors specifically confers authority to
vote with respect thereto upon some other person or officer. Any person
authorized to vote securities shall have the power to appoint proxies, with
general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand upon oath
stating the purpose thereof, have the right during the usual hours of business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The

18
<PAGE>

demand under oath shall be directed to the Corporation at its registered office
in the State of Delaware or at its principal place of business.

Section 9. Section Headings. Section headings in these bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of
these bylaws is or becomes inconsistent with any provision of the Restated
Certificate of Incorporation, the Delaware General Corporation Law or any other
applicable law, the provision of these bylaws shall not be given any effect to
the extent of such inconsistency but shall otherwise be given full force and
effect.

ARTICLE VIII - AMENDMENTS

These bylaws may be amended, altered or repealed and new bylaws adopted at
any meeting of the Board of Directors by a majority vote. The fact that the
power to adopt, amend, alter or repeal the bylaws has been conferred upon the
Board of Directors shall not divest the stockholders of the same powers.

19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>

<PAGE>

AMENDMENT TO AGREEMENT OF SALE (O&L)
------------------------------

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 the
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 communications tower facilities used in the operation of
radio broadcast stations WIKS-FM, WRXK-FM and WZFX-FM (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 clause in the first sentence of the first recital
is amended and restated as follows:

WHEREAS, Seller owns three (3) communications tower facilities used in
the operation of radio broadcast stations WIKS-FM, WRXK-FM and WZFX-FM (each a
"Tower" and collectively the "Towers");

2. The first sentence of Section 5(d) of the Agreement is amended and
restated as follows:

3. Buyer and Seller acknowledge that certain of the Towers are
occupied, or will be occupied, by various tenants pursuant to tower leases
between third party lessees and the Seller, for space on certain of the Towers,
such tower leases all made effective prior to the effective date of this
Agreement and shall include without limitation: (x) with respect to the WIKS-FM
Tower: (i) that certain Option and Lease Agreement, dated February 10, 1989, by
and between WIKS-FM, Inc. (predecessor-in-interest to Seller) and MC Radio
Partnership, Inc. ("MC Radio"), such agreement leasing to MC Radio tower space
located between seven hundred twenty-five (725) and eight hundred twenty-five
(825) feet from ground level (the "MC Radio Lease"); (ii) that certain lease
agreement, dated July 15, 1996, by and between WIKS-FM, Inc. and North Carolina
Electric Membership Corporation ("NC Electric"), such agreement leasing to NC
Electric tower space located three hundred eighty (380) feet from ground level
(the "NC Electric Lease"); and (iii) that certain lease agreement, dated August
15, 1996, by and between WIKS-FM, Inc. and Neuse Amateur Radio Operators
Association ("Neuse"), such agreement leasing to Neuse tower space located
between two hundred fifty (250) and three hundred forty
<PAGE>

(340) feet from ground level (the "Neuse Lease," and together with the MC Radio
Lease and NC Electric Lease, collectively called herein the "WIKS-FM Tower
Leases"); (y) with respect to the WRXK-FM Tower (i) that certain PCS Site
Agreement, dated August 27, 1997, by and between Seller and Sprint Spectrum,
L.P., ("Sprint"), as amended by that certain Access Clarification Addendum dated
August 27, 1997, such agreement leasing to Sprint tower space located between
two hundred twenty (220) and two hundred forty (240) feet from ground level (the
"Sprint Lease"); (ii) that certain Tower Option and Lease Agreement, dated as of
June 11, 1998, by and between Seller and BellSouth Mobility, Inc. ("BellSouth"),
as amended by (I) that certain Addendum to Tower Option and Lease Agreement
dated as of _____________ 1998, by and among Seller, George G. Beasley ("Owner")
and BellSouth and (II) that certain Addendum to Tower Option and Lease Agreement
effective as of March 4, 1999, by and among Seller, Owner and BellSouth, such
Tower Option and Lease Agreement, as amended, leasing to BellSouth tower space
located between one hundred twenty (120) and one hundred forty (140) feet above
ground level on the WRXK-FM Tower (called collectively herein the "BellSouth
Lease") and (iii) that certain Lease of Site For Communication Facilities, dated
October 1, 1997, by and between Beasley Broadcasting of Western Florida
(predecessor-in-interest to Seller) and Paging Network of Tennessee, d.b.a.
PageNet of Tpa., Inc. ("PageNet"), such Lease leasing to PageNet antenna space
located between the following tower locations above ground level: (a) two
hundred forty (240) and two hundred sixty (260) feet; (b) two hundred sixty
(260) and two hundred eighty (280) feet (two side-mounted antennas); (c) three
hundred twenty (320) and three hundred forty (340) feet; (d) three hundred forty
(340) and three hundred sixty (360) feet and (e) three hundred sixty (360) and
three hundred eighty (380) feet (the "PageNet Lease," and together with the
Sprint Lease and BellSouth Lease, collectively called herein the "WRXK-FM Tower
Leases"); and (z) with respect to the WZFX-FM Tower: (i) that certain Lease
Agreement, dated April 20, 1993, by and between Lessee and Coastal Electronics
("Coastal"), such agreement leasing to Coastal tower space five hundred twenty-
five (525) feet from ground level on the WZFX Tower (the "Coastal Lease") and
(ii) that certain lease agreement by and between Satellite Paging, Inc.
("Satellite," as successor-in-interest to Telephone Answering Service of
Fayetville, Incorporated) and Lessee (successor-in-interest to Joyner
Communications, Inc.), dated February 16, 1995, leasing to Satellite tower space
four hundred fifty-six (456) feet from ground level on the WZFX Tower (the
"Satellite Lease," and together with the Coastal Lease, WIKS-FM Tower Leases and
WRXK-FM Tower Leases, collectively called herein the "Tower Leases").

4. The section entitled "WIKS-FM (MAIN TOWER)" in Exhibit A is hereby
deleted.

5. The section heading "WIKS-FM (STL TOWER)" in Exhibit A and the
first sentence under such heading are hereby amended and restated as follows:

WIKS-FM

That certain one thousand twenty (1020) foot communications tower
situate on a tract of land more particularly described as follows:

2
<PAGE>

6. The first sentence under the section entitled "WRXK" in Exhibit A
shall be amended and restated as follows:

That certain four hundred ninety-five (495) foot communications
tower situated on a tract of land more particularly described as follows:

7. 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.

8. 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.

9. 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]

3
<PAGE>

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

4
<PAGE>

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 FM Acquisition Corp., a
Delaware corporation (the "Lessee").

WITNESSETH:

WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on a one thousand seventy-four (1,074) foot
communications tower facility used in the operation of radio broadcast station
WZFX-FM (the "WZFX-FM 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 WZFX-FM 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:

10. Section 2.01 of the Lease is amended and restated as follows:

11. The second sentence of Section 13.01 of the Lease is hereby
deleted.

12. The last sentence of Section 14.01 of the Lease is hereby
deleted.

13. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.

14. The text of Exhibit C of the Lease is amended and restated as
follows:

(1) One (1) Yagi FM antenna located four hundred seventy-five
(475) feet from ground level on the Tower.

5
<PAGE>

(2) One (1) Mark 4 Stl FM antenna located five hundred (500) feet
from ground level on the Tower.

(3) One (1) Electronic Research, Inc. (FMH-6) antenna located
nine hundred eighty-one (981) feet from ground level on the Tower.

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 NORTH CAROLINA.

[Signature page follows]

6
<PAGE>

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
<PAGE>

AMENDMENT TO LEASE AGREEMENT
----------------------------

WITNESSETH:

WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on a four hundred (400) foot communications
tower facility used in the operation of radio broadcast station WRXK-FM (the
"WRXK-FM 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 WRXK-FM 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:

18. Section 2.01 of the Lease is amended and restated as follows:

2.01 Tower Space. Lessor leases to Lessee, and Lessee leases
-----------
from Lessor, space on the Tower, as such space is described on Exhibit C
attached hereto, for the purposes of the broadcast transmission of WRXK-FM (the
"Tower Space"), subject to (i) that certain PCS Site Agreement, dated August 27,
1997, by and between Lessee and Sprint Spectrum, L.P. ("Sprint"), and amended by
that certain Access Clarification on Addendum, dated August 27, 1997, by and
between such parties, such agreement leasing to Sprint tower space between two
hundred twenty (220) and two hundred forty (240) feet above ground level (the
"Sprint Lease"); (ii) that certain Tower Option and Lease Agreement, dated as of
June 11, 1998, by and between Seller and BellSouth Mobility, Inc. ("BellSouth"),
as amended by (I) that certain Addendum to Tower Option and Lease Agreement
dated as of October ___, 1998, by and among Seller, George G. Beasley ("Owner")
and BellSouth and (II) that certain Addendum to Tower Option and Lease Agreement
effective as of March 4, 1999, by and among Seller, Owner and BellSouth, such
Tower Option and Lease Agreement, as amended, leasing to BellSouth tower space
located between one hundred twenty (120) and one hundred forty (140) feet above
ground level on the WRXK-FM Tower (the "BellSouth Lease"); and (iii) that
certain Lease of Site For Communication Facilities, dated October 1, 1997, by
and between Beasley Broadcasting of Western Florida (predecessor-in-interest to
Seller) and Paging Network of Tennessee, d.b.a. PageNet of Tpa., Inc.
("PageNet"), such Lease to PageNet leasing antenna space located between the
following tower locations above ground level: (a) two hundred forty (240) and
two hundred sixty (260) feet; (b) two hundred sixty (260) and two hundred eighty
(280) feet (two side-mounted antennas); (c) three hundred twenty (320) and three
hundred forty (340) feet; (d) three hundred forty (340) and three hundred sixty
(360) feet and (e) three hundred sixty (360) and three

8
<PAGE>

hundred eighty (380) feet (the "PageNet Lease," and together with the Sprint
Lease and BellSouth Lease, collectively called herein the "WRXK-FM Tower
Leases");

19. The second sentence of Section 13.01 of the Lease is hereby
deleted.

20. The last sentence of Section 14.01 of the Lease is hereby
deleted.

21. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.

22. 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.

23. 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.

24. 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]

9
<PAGE>

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

10
<PAGE>

AMENDMENT TO LEASE AGREEMENT
----------------------------

WITNESSETH:

WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on a one thousand (1,000) foot communications
tower facility used in the operation of radio broadcast station WIKS-FM (the
"WIKS-FM 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 WIKS-FM 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:

25. The first recital is amended and restated as follows:

WHEREAS, Lessor owns one (1) one thousand (1000) foot communications
tower described on Exhibit A attached hereto (the "Tower"), situated on a
certain tract of real estate located in New Bern, North Carolina and described
in Exhibit B attached hereto (hereinafter referred to as the "Tower Site"; the
term "Tower Site" shall also include any appurtenant easements on such land
except for that certain transmitter building and tower on the Tower Site owned
by CTC Media Group and used in the operation of radio broadcast station WLOJ);

26. The words "the Tower" shall replace the words "such Towers" in
each sentence or section heading in the Lease where the words "such Towers"
appear.

27. The word "Tower" shall replace the word "Towers" in each sentence
or section heading in the Lease where the word "Towers" appears.

28. Section 2.01(a) of the Lease is hereby amended and restated:

(a) Space on the Tower as such space is described on Exhibit C
attached hereto, for the purposes of the broadcast transmission of WIKS-FM, New
Bern, North Carolina ("WIKS"), subject to the lease of certain tower space to:
(i) MC Radio Partnership, Inc. ("MC Radio"), pursuant to that certain Option and
Lease Agreement, dated February 10, 1989, by and between MC Radio and WIKS-FM,
Inc. (predecessor-in-interest to Lessor); (ii) North Carolina Electric
Membership Corporation ("NC Electric"), pursuant to that certain lease
agreement, dated July 15, 1996, by and between NC Electric and WIKS-FM, Inc.
(predecessor-in-interest to

11
<PAGE>

Lessor); and (iii) Neuse Amateur Radio Operators Association ("Neuse"), pursuant
to that certain lease agreement dated August 15, 1996, by and between Neuse and
WIKS-FM;

29. Section 2.01(b) is hereby deleted.

30. The second sentence of Section 13.01 of the Lease is hereby
deleted.

31. The last sentence of Section 14.01 of the Lease is hereby
deleted.

32. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.

33. Exhibit D is hereby deleted and all references to Exhibits E, F,
G and H in the Lease, respectively, shall be amended and restated as references
to Exhibits D, E, F and G, respectively.

34. The section entitled "WIKS-FM (MAIN TOWER)" in Exhibit A is
hereby deleted.

35. The heading "WIKS-FM (STL)" in Exhibit A is hereby amended and
restated to read:

WIKS-FM

36. The section entitled "WIKS-FM (MAIN TOWER)" in Exhibit B is
hereby deleted.

37. The word "MAIN" shall be deleted from the section heading for
Exhibit C. The following is hereby added to Exhibit C:

(1) One Stl antenna located two hundred (200) feet from ground
level on the Tower.

(2) One antenna used in the operation of WXNR located eight hundred
thirty (830) feet from ground level on the Tower.

(3) One antenna located nine hundred eighty (980) feet from ground
level on the Tower.

12
<PAGE>

38. 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.

39. 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.

40. 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]

13
<PAGE>

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

14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.19
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>

<PAGE>

AMENDMENT TO AGREEMENT OF SALE (O&L)
------------------------------

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 the
Beasley Broadcasting of Eastern North Carolina, Inc., a North Carolina
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 WKML-FM (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;

1. The first recital of the Agreement is amended and restated as
follows:

WHEREAS, Seller owns certain real and personal property comprising one
parcel of real property and two (2) communications tower facilities, one of such
towers a one thousand and twenty-three (1023) foot tower (the "Stainless
Tower"), and the second a five hundred (500) foot tower (the "Sabre Tower," and
together with the Stainless Tower, called collectively herein the "Towers"),
located in Saddletree Township, North Carolina and used in connection with the
operation of radio broadcast station WKML-FM (the "Tower Site").

2. The first sentence of Section 5(d) of the Agreement is amended and
restated as follows:

Buyer and Seller acknowledge that certain of the Towers are occupied,
or will be occupied, by various tenants pursuant to tower leases between third
party lessees and the Seller, for space on certain of the Towers, such tower
leases all made effective prior to the effective date of this Agreement and
shall include without limitation: (x) with respect to the Stainless Tower, that
certain Lease Agreement, dated December 1, 1993, by and between Seller and
Professional Communications ("Professional"), such agreement leasing to
Professional tower space located at seven hundred seventy (770) and eight
hundred (800) feet, respectively, from ground level (the "Professional Lease"),
and (y) with respect to the Sabre Tower, that certain Lease Agreement, dated
October 16, 1998, by and between Seller and BellSouth Telecommunications, Inc.,
("BellSouth"), such agreement leasing to BellSouth tower space located at four
hundred eighty (480) feet above ground level (the "BellSouth Lease," and
together with the Professional Lease, collectively called herein the "Tower
Leases").
<PAGE>

3. The first sentence under the section heading "WKML-FM TOWER" in
Exhibit A is hereby amended and restated as follows:

(1) That certain one thousand (1000) foot communications tower
manufactured by Stainless and located at the coordinates 34'46' 50.226"N, 79'02'
44.445"W on the tract of land described below and (2) that certain five hundred
foot (500) communications tower manufactured by Sabre and located at the
coordinates 34'46' 51.284"N, 79'02' 40.009"W on that tract of land described
below:

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 NORTH CAROLINA.

[Signature page follows]

2
<PAGE>

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 EASTERN NORTH CAROLINA,
INC..

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

BUYER:

BEASLEY FAMILY TOWERS, INC.

BY: __________________________________
Name: B. Caroline Beasley
Title: Secretary

3
<PAGE>

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
North Carolina, Inc., a North Carolina corporation (the "Lessee").

WITNESSETH:

WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on two (2) communications tower facilities
(each a "Tower" and collectively the "Towers"), and space in a transmitter
building, each used in the operation of radio broadcast station WKML-FM, such
Towers 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 Towers 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:

7. The first recital of the Lease is amended and restated as follows:

WHEREAS, Lessor owns two (2) communications towers described on
Exhibit A attached hereto, one of such towers a one thousand and twenty three
(1023) foot tower (the "Stainless Tower"), and the second a five hundred (500)
foot tower (the "Sabre Tower," and together with the Stainless Tower, called
collectively herein the "Towers"), together with other improvements on a certain
tract of real estate located in Saddletree Township, North Carolina 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, but not including that certain transmitter building owned by a
tenant of Lessor);

8. Section 2.01(a) of the Lease is hereby amended and restated as
follows:

(a) Space on the Towers, as more fully described in Exhibit C
hereto, for the purpose of the broadcast transmission of WKML-FM, Saddle
Township, North Carolina, such leasehold interests subject to: (x) with respect
to the Stainless Tower, that certain Lease Agreement, dated December 1, 1993, by
and between Seller and Professional Communications ("Professional"), such
agreement leasing to Professional tower space located at seven hundred seventy
(770) and eight hundred (800) feet, respectively, from ground level (the
"Professional Lease"), and (y) with respect to the Sabre Tower, that certain
Lease Agreement, dated October 16, 1998, by and between Seller and BellSouth
Telecommunications, Inc., ("BellSouth"), such agreement leasing to BellSouth
tower space located at four hundred eighty

4
<PAGE>

(480) feet above ground level (the "BellSouth Lease," and together with the
Professional Lease, collectively called herein the "Tower Leases").

9. The second sentence of Section 13.01 of the Lease is hereby
deleted.

10. The last sentence of Section 14.01 of the Lease is hereby
deleted.

11. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.

12. The text of Exhibit A is amended and restated as follows:

13. The text of Exhibit C of the Lease is amended and restated as
follows:

(1) One (1) Stl Mark 6 antenna located five hundred (500) feet from
ground level on the Stainless Tower.

(2) One (1) side-mounted Marti receiving antenna located eight
hundred seventy (870) feet from ground level on the Stainless
Tower.

(3) One (1) Shively Labs 8 bay Antenna located on top of the
Stainless Tower.

14. The text of Exhibit D of the Lease is amended and restated as
follows:

One (1) concrete block transmitter building with approximately six
hundred thirty (630) square feet of interior space. Lessee maintains a
transmitter which occupies approximately two hundred (200) feet of the interior
space of the transmitter building and the tenant under the Tower Lease maintains
a transmitter which occupies approximately two hundred (200) feet of the
interior space of the transmitter building.

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 NORTH CAROLINA.

[Signature page follows]

5
<PAGE>

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 NORTH CAROLINA,
INC.

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

6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>

<PAGE>

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 February __, 2000 (the
"Agreement"), is made as of this ___ day of December 2000, by and between the
Beasley Broadcasting of New Jersey, 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 WTMR-AM (each a "Tower" and collectively
the "Towers," one of such Towers used exclusively for broadcast during daytime
hours and called therein the "Daytime Tower"), 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;

1. The first sentence of Section 5(d) of the Agreement is amended and
restated as follows:

Buyer and Seller acknowledge that the Daytime Tower is occupied,
or will be occupied, by a tenant pursuant to that certain Sale and Lease
Agreement, dated June 29, 1981 by and between Family Stations, Inc. ("Family"),
and Roberts Broadcasting Company ("RBC"), as amended by that certain Amendment
to Sale and Lease Agreement, dated as of October 1, 1986, by and between Family
and RBC, such amendment extending the term of the Sale and Lease Agreement to
June 28, 2080 and terminating Family's obligation for the rest of the term to
make lease payments for Family's space on the Daytime Tower (such agreement and
amendment collectively called herein the "RBC Lease"), such RBC Lease: (i)
leasing to Family certain space on the Daytime Tower and certain real property
within the Tower Site, and (ii) assigning to Gore-Overgaard Broadcasting, Inc.
("Gore"), all of RBC's right and interest to and in the RBC Lease, such rights
subsequently assigned to Seller pursuant to that certain Assignment and
Assumption Agreement, dated December 1, 1998, by and between Gore and Seller.

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.
<PAGE>

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 NEW JERSEY.

[Signature page follows]

2
<PAGE>

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 NEW JERSEY, INC.

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

BUYER:

BEASLEY FAMILY TOWERS, INC.

BY: _________________________________
Name: B. Caroline Beasley
Title: Secretary

3
<PAGE>

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 New
Jersey, 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 used in the operation
of radio broadcast station WTMR-AM (each a "Tower" and collectively the
"Towers," one of such Towers used exclusively for broadcast during daytime hours
and called therein the "Daytime 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 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:

5. The first recital is amended and restated as follows:

WHEREAS, Lessor owns two (2) communications towers described on
Exhibit attached hereto (each a "Tower" and collectively the "Towers," one of
such Towers used exclusively for broadcast during daytime hours and called
herein the "Daytime Tower"), together with other improvements on a certain tract
of real estate located in Camden, New Jersey 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, but not including that
certain studio building owned by Lessor on such land);

6. Section 2.01(a) of the Lease is hereby amended and restated:

(a) The Towers, for the purposes of the broadcast transmission of
WTMR-AM, Camden, New Jersey ("WTMR"), provided that the lease of the Daytime
Tower is subject to the lease of certain tower space to Family Stations, Inc.
("Family"), pursuant to that certain Sale and Lease Agreement, dated June 29,
1981, by and between Family and Roberts Broadcasting Company ("RBC"), as amended
by that certain Amendment to Sale and Lease Agreement, dated as of October 1,
1986, by and between Family and RBC, such amendment extending the term of the
Sale and Lease Agreement to June 28, 2080 and terminating Family's obligation
for the rest of the term to make lease payments for Family's space on the
Daytime Tower (such agreement and amendment collectively called herein the "RBC
Lease"), such RBC Lease: (i) leasing to Family certain space on the Daytime
Tower and certain in real property within the Tower Site and (ii) assigning to
Gore-Overgaard Broadcasting, Inc. ("Gore"), all of

4
<PAGE>

RBC's right and interest to and in the RBC Lease, such rights subsequently
assigned to Lessee pursuant to that certain Assignment and Assumption Agreement,
dated December 1, 1998, by and between Gore and Lessee;

7. The second sentence of Section 13.01 of the Lease is hereby
deleted.

8. The last sentence of Section 14.01 of the Lease is hereby
deleted.

9. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.

10. The first sentence under the heading "WTMR-AM" in Exhibit B is
hereby amended and restated to read:

That certain tract of land (exclusive of the studio building used for
the broadcast operation of WTMR-AM thereon) more particularly described as
follows:

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 NEW JERSEY.

[Signature page follows]

5
<PAGE>

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 NEW JERSEY, INC.

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

6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>

<PAGE>

AMENDMENT TO AGREEMENT OF SALE (O&O)
------------------------------

WITNESSETH:

WHEREAS, Seller and Buyer entered into the Agreement whereby Buyer
purchased from Seller communications tower facilities used in the operation of
radio broadcast stations WMGV-FM, WUKS-FM and WAZZ-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;

1. The Purchase Price is hereby amended and restated as follows:

Nine Hundred and Nine Thousand One Hundred and Seven Dollars
($909,107.00)

2. The Payments Prior To Maturity Date under the Purchase Note are
hereby amended and restated as follows:

Six Thousand Nine Hundred and Twenty Three Dollars and Thirty Seven
Cents ($6,923.37)

3. The Monthly Rent Payment and the Rent Per Lease Year under the
Lease are hereby amended and restated as follows:

Monthly Rent Payment $ 6,923.37
Rent Per Lease Year $83,080.44

4. The first sentence under the section entitled "WMGV-FM" in Exhibit
A of the Lease is hereby amended and restated as follows:

That certain one thousand twenty-four (1024) foot communications tower
situated on that certain tract of land more particularly described as follows:

5. The second sentence under the section entitled "WUKS-FM" in
Exhibit A of the Lease is hereby amended and restated as follows:

Lying and being in Red Springs Township, Robeson County, North
Carolina, about 1.2 miles north of the Town of Red Springs, about 0.35 miles
southwest of the intersection of Secondary Road No. 1700 with Secondary Road No.
1806, 1546.6 feet northeast of the centerline intersection of Secondary Road No.
1806 with N.C. Highway No. 211, and on the northwest side of and adjoining soil
Secondary Road No. 1806. Bounded on the southeast by Secondary Road No. 1806,
on the southwest by Building Red Springs, Inc., and on the northwest and
northeast by other lands of Frederick R. Keith, Jr. and Thomas J. Rogers, and
being more particularly described as follows:

BEGINNING at an iron rod in the northwestern right-of-way (30 feet
from center) of soil Secondary Road No. 1806, said iron being the southwest
corner of the tract of which this is a part, and runs thence as the northwestern
right-of-way of said Secondary Road No. 1806, North 72 degrees 25 minutes East
413.50 feet to an iron rod; thence as a new line, North 17 degrees 28 minutes
West 364.63 feet to an iron rod; thence as another new line, South 72 degrees 25
minutes West 413.50 feet to an iron rod in the southwestern line of the tract of
which this is a part; thence as the original southwestern line, South 17 degree
28 minutes East 364.63 feet to the BEGINNING, containing 3.46 acres as shown on
a map entitled "PROPERTY OF RADIO
<PAGE>

STATION WYRU," prepared by George T. Paris, RLS, dated May 11, 1977, and being a
portion of a 10.5 acre tract of land conveyed from K and R Broadcasting
Corporation to Frederick R. Keith, Jr. and Thomas J. Rogers by deed dated August
28, 1969, and recorded in Deed Book 17-K, page 186, Robeson County Registry.

6. The last sentence under the section entitled "WAZZ-AM" in Exhibit
A of the Lease is hereby amended and restated as follows:

The real property conveyed hereunder shall be exclusive of the
building which is located on the WAZZ-AM Tower Site and used as a studio for
radio broadcast stations WAZZ-AM and WFLB-FM, but shall be inclusive of the
transmitter building situated near the base of the WAZZ-AM Tower on the WAZZ-AM
Tower Site.

8. 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.

9. 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]

2
<PAGE>

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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>

<PAGE>

AGREEMENT OF SALE (O&O)
-----------------

This Agreement of Sale (the "Agreement") is made this ___ day of
December, 2000, between WJST License Limited Partnership, a Delaware limited
partnership (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 facility (the "Tower"),
located in North Fort Myers, Florida used in the operation of radio broadcast
station WWCN-AM (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) 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
Tower, such Tower and Land more particularly described in Exhibit A attached
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") the ownership
of the Land and the Tower, and the operation of the business relating to the
Assets (collectively, the "Assumed Liabilities").

(b) Subject to the provisions of Section 13, 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 operator of the business relating to the Assets subject to the provisions
of Section 13 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 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
<PAGE>

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 the
provisions of Section 13 Buyer shall protect and forever hold Seller harmless
from all claims with respect to such Assumed Liabilities.

3. Purcha