ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) is dated as of August 6, 2007, by and between Renard Communications Corp. (“ Seller ”) and EBC Buffalo, Inc. (“ Buyer ”).

R E C I T A L S

Seller holds licenses, and or authorizations (collectively, the “ Licenses ”) issued by the Federal Communications Commission (“ FCC ”) for Class A television station WMBQ-CA, Channel 46, Manhattan, New York (Facility ID 14322) with a corresponding digital authorization for Channel 10 (WMBQ-LD) (Facility ID 168457) and WBQM-LP, Channel 3, Brooklyn, New York (Facility ID 22797), (the “ Stations ”).

Seller has filed for authority to have the Stations go silent (the “ Silent Applications ”). These Silent Applications remain pending before the FCC, and Seller is in the process of locating new sites for the Stations to resume permanent on-air operations to ensure the Stations will not be off the air for twelve (12) consecutive months.

Seller owns or holds certain other assets that are used or useful in the business and operations of the Stations (collectively with the Licenses, the “ Assets ”).

Seller desires to sell, transfer and assign to Buyer, and Buyer desires to purchase, acquire and assume from Seller, the Assets for the price and on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

AGREEMENTS

In consideration of the above recitals and of the mutual agreements and covenants contained in this Agreement, Buyer and Seller, intending to be bound legally, agree as follows:

SECTION 1. PURCHASE AND SALE OF ASSETS

1.1 Agreement to Sell and Buy . Subject to the terms and conditions set forth in this Agreement, upon the consummation of the purchase and sale (the “ Closing ”), Seller hereby agrees to sell, transfer, assign and deliver to Buyer on the date of the Closing (the “ Closing Date ”), free and clear of debts, security interests, liens and encumbrances, other than liens for taxes not yet due and payable, and Buyer agrees to purchase from Seller:

(a) The FCC Licenses, construction permits and, other instruments of authorization, if any;

(b) Technical information and data, engineering records, files, and computer disks used by Seller in connection with the Stations, and any and all records required by the FCC to be kept by the Seller concerning the Stations;

(c) Intangible property rights and interests owned by Seller and used or useful in the business and operations of the Stations;

(d) Each contract listed on Schedule 1.1(d) hereto and any other contract entered into by Seller between the date of this Agreement and the Closing Date that Buyer agrees in writing to assume; and

(e) The tangible personal property listed on Schedule 1.1(e) hereto including all of Seller’s right, title and interest in and to all express and implied warranties of third parties that are transferable and continue in effect following the Closing with respect to the tangible personal property listed on Schedule 1.1(e) , and all equipment used or to be used to construct and operate the Modified Station Facilities (as defined herein); and

(f) All warranties and guarantees from lessors, vendors, suppliers, manufacturers or other third parties, and all rights, refunds, recoveries, counterclaims, rights to offset, choses in action and claims against third parties, in any case only to the extent related to an asset being assigned to Buyer.

1.2 Excluded Assets . Notwithstanding the provisions of Section 1.1 of this Agreement, the following properties and assets of Seller shall be retained by Seller and shall not be included within the meaning of the term “Assets”:

(a) All assets of Seller located on the premises of the Stations, but not used in the operation of the Stations, which are listed on Schedule 1.2(a) ;

(b) The cash or cash equivalents; records of Seller relating to tax matters and partnership matters; insurance policies and rights and claims thereunder; accounts receivable; and all claims, rights and interest in and to any refunds for federal, state or local income or other taxes or fees of any nature whatsoever for periods prior to the Closing Date.

1.3 Purchase Price . The purchase price for the Assets shall be Eight Million Dollars ($8,000,000.00) (the “ Purchase Price ”) payable as follows:

(a) At the Closing, Buyer shall deliver Six Million Dollars ($6,000,000.00) (the “ Closing Payment ”) by federal wire transfer of immediately available funds, of which $400,000.00 shall be delivered from the Deposit described in Section 1.4 below. Seller shall deliver wire instructions to Buyer and Escrow Agent at least two (2) business days prior to the Closing Date.

(b) At the Closing, Buyer shall deliver to Seller a secured promissory note in the amount of Two Million Dollars ($2,000,000.00) (the “ Note ”) for the balance of the Purchase Price. The Note, substantially in the form of Exhibit A hereto, shall have a three (3)-year term with interest accruing at a rate of six percent (6%) per annum and shall require monthly payments of interest only, commencing one month after the Closing Date and continuing on the

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corresponding day of each month thereafter, with the principal due and payable three years after the Closing Date. Buyer’s monetary obligation under the Note shall be secured by a security interest granted to Seller in the Assets related solely to WBQM-LP, Brooklyn, NY including the proceeds from a future sale, if any, of that Station. The Assets related to WMBQ-CA, Manhattan, NY will not be part of this security agreement. The security interest granted to Seller shall be documented in a security agreement substantially in the form of Exhibit B hereto (the “ Security Agreement ”), to be executed and delivered by Buyer to Seller at Closing.

1.4 Deposit . Within three (3) days of the execution of this Agreement, Buyer will deliver to the Sugarman Law Firm, LLP (the “ Escrow Agent ”) a cash deposit in the amount of Four Hundred Thousand Dollars ($400,000.00) (the “ Deposit ”) to be held in escrow by the Escrow Agent pursuant to the terms of an Escrow Agreement executed simultaneously herewith by and among Buyer, Seller, and the Escrow Agent (the “ Escrow Agreement ”). Upon the Closing, the Deposit shall be paid to Seller and applied as a partial payment of the Purchase Price, and all interest earned on the Deposit shall be paid to Buyer. In the event Buyer shall fail or refuse to perform its obligations to close hereunder or Buyer is otherwise in material breach of its obligations hereunder, Escrow Agent immediately shall deliver the Deposit to Seller as liquidated damages, which shall be the sole remedy of Seller for such breach. In the event that the sale of the Assets contemplated by this Agreement is not consummated and Buyer is not in default under this Agreement, the Deposit, and all interest accrued thereon, immediately shall be returned to Buyer.

1.5 Prorations . The Closing Payment shall be increased or decreased as required to effectuate the proration of the revenue and expenses of the Stations as of the Closing Date. All revenue and all expenses arising from the operation the Stations, including business and license fees, utility charges, real and personal property taxes and assessments levied against the Assets, annual regulatory fees imposed by the FCC, and similar prepaid and deferred items, shall be prorated between Buyer and Seller in accordance with Generally Accepted Accounting Principles and the principle that Seller shall be entitled to all revenue and shall be responsible for all expenses, costs, and obligations allocable to the period prior to the Closing Date and Buyer shall be entitled to all revenue and shall be responsible for all expenses, costs, and obligations allocable to the period on and after the Closing Date. Seller and Buyer shall cooperate and use commercially reasonable efforts to agree upon such proration of the Stations’ revenue and expenses as soon as practicable prior to the Closing Date. Any adjustment to the Closing Payment pursuant to this Section 1.5 will, insofar as feasible, be determined and paid on the Closing Date, with final settlement and payment by the appropriate party no later than sixty (60) days following the Closing Date.

1.6 Assignment and Assumption . As of the Closing Date, Seller shall assign and Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller with respect to the Stations and Assets insofar as they relate to the time on and after the Closing Date. Without limiting the generality of the foregoing, Seller shall assign and Buyer shall assume and perform all obligations on and after the Closing Date under the license agreements and other agreements set forth in Schedule 1.1(d) (the “ Contracts ”). Buyer shall not assume any other obligations or liabilities of Seller.

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SECTION 2. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

2.1 Organization, Standing and Authority . Seller is a corporation duly organized and validly existing under the laws of the State of New York. Seller has all requisite authority to own, lease and operate its Assets and to conduct the business of the Stations as now being conducted. Seller has all requisite power and authority to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants, and conditions to be performed and complied with by Seller hereunder and thereunder.

2.2 Authorization and Binding Obligation . The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary actions on the part of Seller. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies.

2.3 Absence of Conflicting Agreements . Subject to obtaining the consent of the FCC to assign the FCC License from Seller to Buyer (the “ FCC Consent ”), and subject to obtaining the consent of parties to the Contracts where required under such Contracts, the execution, delivery and the performance of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality with jurisdiction over any Seller; (ii) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which any Seller is a party or by which any Seller may be bound; and (iii) will not create any claim, liability, mortgage, lien, pledge, condition, charge, or encumbrance of any nature whatsoever upon the Assets.

2.4 FCC Licenses and Station Operation . The FCC Licenses listed in Schedule 2.4(a) have been validly issued and are in full force and effect, and Seller is the authorized legal holder thereof. There are no other material permits, licenses or authorizations that have been issued by any governmental agency relating to the Stations. The FCC Licenses comprise all of the authorizations required by the FCC for the operation of the Stations. The Seller represents and warrants that the stations are currently off the air, and has filed applications with the FCC requesting authority to remain silent as it searches for replacement transmitter sites. Seller has no knowledge or reason to believe these silent application applications will not be granted. At no point have either of the Stations been off the air for twelve consecutive months. Seller, at its sole expense, will locate new suitable transmitter sites for the Stations, such that the 74 dBu FCC contour of WMBQ-CA will cover no less than 5.2 million people, the 62 dBu FCC contour of WBQM-LP will cover no less than 3.8 million people and the initial base rent exclusive of utilities, rent escalator clauses, or other ancillary charges for either station will not exceed more than Eight Thousand Dollars ($8,000.00) per month, provided, however, that any such site relocation must be approved in writing by Buyer. With the consent of Buyer, the Seller will file

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applications with the FCC requesting authority to operate from these sites (the “ Modified Facilities Applications ”), and will fully prosecute these applications, including but not limited to, the filing of any requests for Special Temporary Authority (“ STA ”), if so requested by Buyer. In addition, Seller will have ordered as of the Closing Date, at its sole expense, all equipment necessary to operate the Modified Facilities, which is set forth on Schedule 1.1(e) . Seller has no knowledge of any displacement or interference that would materially affect the currently authorized operations of the Stations, or the authorized digital operations of WMBQ-LD on Channel 10 (the “ Digital Permit ”). While the license renewal application for WMBQ-CA remains pending, Seller is not aware of any issue, problem, or pending complaint that would result in the FCC not granting the renewal application, and Seller will diligently and actively prosecute the WMBQ-CA license renewal application at the FCC. Except as otherwise set forth, there is not pending or, to Seller’s knowledge, threatened any action by the FCC to revoke, cancel, rescind, modify or refuse to renew in the ordinary course the FCC Licenses or the Digital Permit. There is not now pending at the FCC any issued or outstanding, or to Seller’s knowledge, threatened, complaint, Notice of Violation, Notice of Apparent Liability or Forfeiture relating to Seller or the Stations. Except as otherwise set forth herein, each of the Stations has been operated in compliance in all material respects with its FCC License, the Communications Act of 1934, as amended (the “Act” ), and the rules, regulations and policies of the FCC (the “FCC Rules” ). Seller has filed all reports, fees and statements for the Stations required to be filed by Seller with the FCC. Seller shall ensure that the Stations are operating as of the Closing Date. Seller’s operation of the Stations’ transmission facilities do not and will not violate in any material respect any regulation, law or rights of any person or legal entity.

2.5 Consents . Except for the FCC Consent and the consent, if any, of the transmitter sites of the Modified Facilities, no consent, approval, permit or authorization of, or declaration to or filing with, any governmental or regulatory authority, or any other third party, is required to (i) consummate this Agreement and the transactions contemplated hereby or (ii) permit Seller to assign or transfer the Assets to Buyer.

2.6 Contracts . All of the Contracts are in full force and effect and valid, binding and enforceable in accordance with their terms, except as such enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies. There is not under any Contract any material default thereunder by Seller or, to Seller’s knowledge, by any other party thereto.

2.7 Tangible Personal Property . Seller has good title to each item of tangible personal property included in the Assets owned by Seller, and none of the tangible personal property owned by Seller is subject to any security interest, mortgage, pledge, conditional sales agreement, or other lien or encumbrance. All items of transmitting equipment included in the Assets (i) have been maintained in all material respects in a manner consistent with generally accepted standards of good engineering practice, and (ii) permit the Stations to operate in compliance with the terms of the facilities authorized and specified in the Modified Facilities Applications (either by STA or granted construction permit), the rules and regulations of the FCC, and with all other applicable federal and state rules and regulations, except for such noncompliance that could not reasonably be expected to have a material adverse effect on the business or operation of the Stations.

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2.8 Sufficiency and Condition of Assets . The Assets (i) constitute all the assets and properties used or held for use in connection with the operation of the Stations, and (ii) constitute all the assets and properties the use or benefit of which are reasonably necessary for the operation of the Station. All the Assets will be on the Closing Date, in the case of tangible assets and properties, in good operating condition and repair (ordinary wear and tear excepted) and the same condition as they are on the date of this Agreement and have been maintained in accordance with standard industry practice. Seller owns or has a valid license for, or otherwise has a valid right to use, all the Assets. All tangible assets and properties included in the Assets are in Seller’s possession or under its control.

2.9 Real Leased Property . Seller is not assigning any owned real property to Buyer under this Agreement. Seller has provided true and accurate copies of all license agreements or leases under which Seller is the licensee/lessee of real property used or held for use in connection with the operation of the Stations. Seller has good and valid licensee/lease interests in all such properties under any such license or lease agreements. Seller has been, or as of the Closing Date, will be, in peaceable possession (or remedied any claims relating thereto) of the property covered by each such license/lease agreement since the commencement of the original term of such license agreement. Seller is not in breach of or in default under, nor has any event occurred which (with or without the giving of notice or the passage of time or both) would constitute a default by Seller under any of such license/lease agreements, and Seller has not received any notice from, or given any notice to, any licensor indicating that Seller or such licensor/lessor is in breach of or in default under any of such license agreements. To the knowledge of Seller, the licensor/lessor under such license/lease agreements is not in breach thereof or in default thereunder. Seller has full right and power to occupy or possess, as the case may be, all the property covered by each such license/lease agreement.

2.10 Environmental Matters .

(a) Seller has received no written notice of any investigation or inquiry by any governmental entity under any Applicable Environmental Laws (as defined below) relating to the ownership or operation of the Assets or the Stations. To the knowledge of Seller: (i) Seller has not disposed of any hazardous material (as defined below) on any of the Assets, and (ii) no condition exists on any of the Assets which would subject Seller or the Assets to any remedial obligations under any Applicable Environmental Laws.

(b) For purposes of this Agreement, “Applicable Environmental Laws” means any and all Applicable Laws pertaining to health, safety, or the environment in effect in any and all jurisdictions in which the Assets are located or in which Seller has conducted operations of the Station, including, without limitation, the Clear Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Rivers and Harbors Act of 1899, as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection laws. For purposes of this Agreement, the term “hazardous material” means (i) any substance which is listed or defined as a hazardous

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substance, hazardous constituent, or solid waste pursuant to any Applicable Environmental Laws and (ii) petroleum (including crude oil and any fraction thereof), natural gas, and natural gas liquids.

2.11 Compliance . Except as otherwise set forth herein, Seller is in compliance with the FCC Licenses and all federal and state laws, rules and regulations applicable or relating to the ownership or operation by Seller of the Stations and/or the Assets, except for such non-compliance which could not be reasonably expected to have a material adverse effect on the business or operations of the Stations or the Assets.

2.12 Absence of Litigation . There is no litigation, proceeding or investigation pending or, to Seller’s knowledge, threatened against it in any federal, state or local court or before any administrative agency or arbitrator, or before any other tribunal duly authorized to resolve disputes, and which seeks to enjoin or to prohibit or otherwise to question the validity of any action taken or to be taken by Seller pursuant to or in connection with this Agreement.

2.13 Absence of Certain Change . Since January 1, 2007 there has not been any event or condition that might reasonably be expected to result in a material adverse effect on Seller, the Assets or the Stations.

2.14 Tax Matters . Seller has (and as of the Closing Date will have) (i) duly filed all material, federal, state, and local tax returns for the Stations required to be filed by or with respect to it with the IRS or other applicable taxing authority, (ii) paid all material taxes due, or claimed by any taxing authority to be due, from or with r