ASSET PURCHASE AGREEMENT
                        (KMJI-AM, Sacramento, California)

         This  AGREEMENT (the  "Agreement")  is dated as of December 12, 1996 by
and  between  RADIO  SYSTEMS  OF   PHILADELPHIA,   INC.   ("Seller")  and  VISTA
BROADCASTING, INC. ("Buyer").

                                    RECITALS:

         1.  Seller  owns  and  operates  radio  station  KMJI(AM)  licensed  to
Sacramento,   California   (the   "Station"),   and  holds  the   licenses   and
authorizations issued by the FCC for the operation of the Station.

         2. Buyer desires to acquire  certain assets of the Station,  and Seller
is willing to convey such assets to Buyer.

         3. The  acquisition  of the Station is subject to prior approval of the
FCC.

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  contained
herein, Seller and Buyer hereby agree as follows:

                                    ARTICLE 1

                                   TERMINOLOGY

         1.1 Act. The Communications Act of 1934, as amended.

         1.2 Adjustment  Amount.  As provided in Section  2.7(b),  the amount by
which  Buyer's  account  is to be  credited  or  charged,  as  reflected  on the
Adjustment List.

         1.3  Adjustment  List. As provided in Section 2.7 (b), an itemized list
of all sums to be credited or charged against the account of Buyer, with a brief
explanation in reasonable detail of the credits or charges.

         1.4 Assumed  Obligations.  Such term shall have the meaning  defined in
Section 2.3.

         1.5 Business Day. Any calendar day, excluding Saturdays and Sundays, on
which  federally  chartered  banks in the  city of  Camarillo,  California,  are
regularly open for business.

         1.6 Buyer's Threshold  Limitation.  As provided in Section 9.3 (b), the
threshold  dollar  amount for the  aggregate  of claims,  liabilities,  damages,
losses, costs and



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expenses  that must be incurred by Buyer  before  Seller  shall be  obligated to
indemnify Buyer. The Buyer's Threshold  Limitation shall be Ten Thousand Dollars
($10,000).

         1.7 Closing. The closing with respect to the transactions  contemplated
by this Agreement.

         1.8 Closing Date.  The date  determined as the Closing Date as provided
in Section 8.1.

         1.9 Documents.  This  Agreement and all Exhibits and Schedules  hereto,
and each other agreement, certificate, or instrument delivered pursuant to or in
connection with this Agreement,  including amendments thereto that are expressly
permitted under the terms of this Agreement.

         1.10  Earnest  Money.  The  amount of  Seventy  Five  Thousand  Dollars
($75,000).

         1.11 Environmental Assessment. Such term shall have the meaning defined
in Section 5.10.

         1.12  Environmental  Laws.  The  Comprehensive  Environmental  Response
Compensation and Liability Act, the Resource  Conservation and Recovery Act, the
Clean Water Act, the Clean Air Act and the Toxic Substances Control Act, each as
amended, and any other applicable federal, state and local laws, statutes, rules
or regulations concerning the treating, producing, handling, storing, releasing,
spilling, leaking, pumping, pouring, emitting or dumping of Hazardous Materials.

         1.13 Escrow Agent. Gary Stevens & Co., Incorporated.

         1.14 Escrow  Agreement.  The Escrow  Agreement in the form  attached as
Exhibit  A  which  Seller,   Buyer  and  the  Escrow  Agent  have  entered  into
concurrently  with the  execution  of this  Agreement  relating to the  deposit,
holding, investment and disbursement of the Earnest Money.

         1.15  Excluded  Assets.  Such term  shall have the  meaning  defined in
Section 2.2.

         1.16 FCC. Federal Communications Commission.

         1.17 FCC Licenses. The licenses,  permits and authorizations of the FCC
for the operation of the Station as listed on Schedule 3.8.

         1.18 FCC Order.  An action,  order or decision of the FCC  granting its
consent to the assignment of the FCC Licenses to Buyer.



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         1.19  Final  Action.  An action of the FCC that has not been  reversed,
stayed,  enjoined,  set aside,  annulled or suspended;  with respect to which no
timely petition for  reconsideration or administrative or judicial appeal or sua
sponte action of the FCC with  comparable  effect is pending and as to which the
time for filing any such petition or appeal  (administrative or judicial) or for
the taking of any such sua sponte action of the FCC has expired.

         1.20 Hazardous Materials. Toxic materials,  hazardous wastes, hazardous
substances,  pollutants or contaminants,  asbestos or asbestos-related products,
polychlorinated  biphenyls  ("PCBs"),  petroleum,  crude oil or any  fraction or
distillate thereof (as such terms are defined in any applicable  federal,  state
or local laws, ordinances,  rules and regulations, and including any other terms
which  are  or may be  used  in any  applicable  environmental  laws  to  define
prohibited or regulated substances).

         1.21 Indemnified Party. Any party described in Section 9.3(a) or 9.4(a)
against  which any claim or  liability  may be  asserted  by a third party which
would  give rise to a claim for  indemnification  under the  provisions  of this
Agreement by such party.

         1.22   Indemnifying   Party.  The  party  to  the  Agreement  (not  the
Indemnified  Party)  that,  in the event of a claim or  liability  asserted by a
third party against the  Indemnified  Party which would give rise to a claim for
indemnification under the provisions of this Agreement,  may at its own expense,
and upon written  notice to the  Indemnified  Party,  compromise  or defend such
claim.

         1.23 Lien. Any mortgage, deed of trust, pledge, hypothecation, security
interest,  encumbrance,  lien, lease or charge of any kind, whether  voluntarily
incurred or arising by operation of law or  otherwise,  affecting  any assets or
property,  including  any written or oral  agreement to give or grant any of the
foregoing,  any  conditional  sale or other title retention  agreement,  and the
filing of or  agreement  to give any  financing  statement  with  respect to any
assets or property  under the Uniform  Commercial  Code or comparable law of any
jurisdiction.

         1.24 Material  Adverse  Condition.  A condition which would  materially
restrict, limit, increase the cost or burden of or otherwise adversely affect or
materially impair the right of Buyer to the ownership,  use, control,  enjoyment
or operation of the Station or the proceeds therefrom;  provided,  however, that
any condition  which requires that the Station be operated in accordance  with a
condition  similar to those  contained  in the present FCC  licenses  issued for
operation of the Station shall not be deemed a Material Adverse Condition.

         1.25 OSHA Laws.  The  Occupational  Safety  and Health Act of 1970,  as
amended,  and all other federal,  state or local laws or  ordinances,  including
orders, rules



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and regulations thereunder,  regulating or otherwise affecting health and safety
of the workplace.

         1.26   Permitted   Encumbrances.   For  purposes   hereof,   "Permitted
Encumbrances" shall mean (i) easements,  restrictions, and other similar matters
which will not  adversely  affect the use of the Real  Property in the  ordinary
course of business;  (ii) liens for taxes not due and payable or, that are being
contested  in  good  faith  by   appropriate   proceedings;   (iii)   mechanics,
materialmen's,  carriers', warehousemen's,  landlords' or other similar liens in
the ordinary  course of business for sums not yet due or being contested in good
faith by  appropriate  proceedings;  (iv)  deposits  or  pledges  to secure  the
performance of bids, tenders, contracts (other than for borrowed money), leases,
statutory  obligations,  surety or appeal bonds or other deposits or pledges for
purposes  of a like  general  nature  made or given in the  ordinary  course  of
business:  and (v) liens or  mortgages  that will be released  at Closing;  (vi)
zoning ordinances and regulations, including statutes and ordinances relating to
the  liens  of  streets  and to other  municipal  improvements,  which  will not
adversely  affect  the  use of the  Real  Property  in the  ordinary  course  of
business.

         1.27 Permitted Lien. Any statutory lien which secures a payment not yet
due that  arises,  and is  customarily  discharged,  in the  ordinary  course of
Seller's  business;  any easement,  right-of-way or similar  imperfection in the
Seller's  title  to its  assets  or  properties  that,  individually  and in the
aggregate,  are not  material  in  character  or  amount  and do not and are not
reasonably expected to materially impair the value or materially  interfere with
the use of any asset or property of the Seller  material to the operation of its
business as it has been and is now conducted.

         1.28 Purchase Price.  The  consideration  to be paid by Buyer to Seller
for  purchase of the Sale Assets in an amount  equal to One Million Five Hundred
Thousand Dollars ($1,500,000).

         1.29 Real Property. Such term shall have the meaning defined in Section
3.7.

         1.30 Rules and Regulations. The rules of the FCC as set forth in Volume
47 of the Code of Federal  Regulations,  as well as such other  policies  of the
Commission,  whether contained in the Code of Federal Regulations,  or not, that
apply to the Station.

         1.31 Sale  Assets.  All of the  tangible  and  intangible  assets to be
transferred by Seller to Buyer as set forth in Section 2.1.

         1.32 Station Agreements. The agreements, commitments, contracts, leases
and other items  described  in Section  2.1(d)  which relate to operation of the
Station.

         1.33 Seller's Threshold Limitation.  As provided in Section 9.4(b), the
threshold  dollar  amount for the  aggregate  of claims,  liabilities,  damages,
losses, costs and



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<PAGE>



expenses  that must be incurred by Seller  before  Buyer shall be  obligated  to
indemnify  Seller.  The  Seller's  Threshold  Limitation  shall be Ten  Thousand
Dollars ($10,000).

         1.34 Survival Period.  The term following the Closing Date during which
all representations,  warranties,  covenants and agreements of the parties under
this Agreement shall survive. The term shall be twelve (12) months.

         1.35 Tangible Personal  Property.  The personal  property  described in
Section 2.1(a).

                                   ARTICLE II

                                PURCHASE AND SALE

         2.1 Sale  Assets.  On the Closing  Date,  Seller  will sell,  transfer,
assign and convey to Buyer, and Buyer will purchase from Seller,  free and clear
of all Liens, except Permitted Liens, all of Seller's right, title and interest,
legal and  equitable,  in and to the  tangible  and  intangible  assets  (except
Excluded  Assets) used in the operation of the Station as specifically set forth
in the following:

                  (a) Tangible Personal Property. The tangible personal property
listed  on  Schedules  3.6,  together  with  such  modifications,  replacements,
improvements and additional items, and subject to such deletions therefrom, made
or acquired  between the date hereof and the Closing Date in accordance with the
terms and provisions of this Agreement;

                  (b)  Real  Property.  Except  as  provided  on  Schedule  3.7,
Seller's  interests in the Real  Property  including,  without  limitation,  all
right,  title  and  interest  of  Seller  in and to the  Station's  transmitting
facilities;

                  (c)  Licenses  and  Permits.  The FCC  Licenses  and all other
assignable or transferable  governmental  permits,  licenses and  authorizations
(and any renewals, extensions,  amendments or modifications thereof) now held by
Seller or hereafter  obtained by Seller  between the date hereof and the Closing
Date, to the extent such other permits,  licenses and authorizations  pertain to
or are used in the operation of the Station;

                  (d) Station  Agreements.  All  agreements  which are listed on
Schedule  3.9 as  agreements  which Buyer is electing to assume;  any  renewals,
extensions,  amendments or modifications of those agreements being assumed which
are made in the  ordinary  course of  Seller's  operation  of the Station and in
accordance with the terms and provisions of this Agreement;

                  (e)  Records.  True and  complete  copies of all of the books,
records,  accounts,  files,  logs,  ledgers,  reports  of  engineers  and  other
consultants or independent



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<PAGE>



contractors,  pertaining to or used in the operation of the Station  (other than
corporate records);

         2.2 Excluded Assets. Notwithstanding any provision of this Agreement to
the contrary,  Seller shall not transfer,  convey or assign to Buyer,  but shall
retain all of its right,  title and  interest  in and to, the  following  assets
owned or held by it on the Closing Date ("Excluded Assets"):

                  (a) Any and all  cash,  cash  equivalents,  cash  deposits  to
secure  contract  obligations  (except  to the extent  Seller  receives a credit
therefor under Section 2.7, in which event the deposit shall be included as part
of the Sale Assets), all inter-company  receivables from any affiliate of Seller
and all other accounts  receivable,  bank deposits and securities held by Seller
in respect of the Station at the Closing Date.

                  (b) Any and all claims of Seller with respect to  transactions
prior to the Closing including,  without limitation,  claims for tax refunds and
refunds of fees paid to the FCC.

                  (c) All prepaid expenses (except to the extent Seller receives
a credit therefor under Section 2.7, in which event the prepaid expense shall be
included as part of the Sale Assets).

                  (d) All contracts of insurance and claims against insurers.

                  (e) All employee  benefit plans and the assets thereof and all
employment contracts.

                  (f) All contracts that are  terminated in accordance  with the
terms and provisions of this Agreement or have expired prior to the Closing Date
in the ordinary course of business; and all loans and loan agreements.

                  (g) All  tangible  personal  property  disposed of or consumed
between the date hereof and the Closing  Date in  accordance  with the terms and
provisions of this Agreement;  all tangible  personal  property not specifically
assumed by Buyer pursuant to Section 2.1(a) above.

                  (h)  Seller's  corporate  records  except to the  extent  such
records  pertain to or are used in the  operation of the Station,  in which case
Seller shall deliver accurate copies thereof to Buyer.

                  (i) All commitments, contracts and agreements not specifically
assumed by Buyer pursuant to Section 2.1(d), above.




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<PAGE>



                  (j) All  real  property  not  specifically  assumed  by  Buyer
pursuant to Station 2.1(b) above.

         2.3  Assumption of Liabilities.

                  (a) At the  Closing,  Buyer shall assume and agree to perform,
without  duplication  of Seller's  performance,  the following  liabilities  and
obligations of Seller (the "Assumed Obligations"):

                           (i)  Current  liabilities  of Seller for which  Buyer
receives a credit  pursuant to Section  2.7,  but not in excess of the amount of
such credit.

                           (ii)  Liabilities and  obligations  arising under the
Station  Agreements,  if any,  assumed by and transferred to Buyer in accordance
with this  Agreement,  but only to the extent such  liabilities  and obligations
relate to any period of time after the Closing Date.

                  (b) Except for the Assumed Obligations, Buyer shall not assume
or in any  manner be liable for any  duties,  responsibilities,  obligations  or
liabilities of Seller of any kind or nature,  whether express or implied,  known
or  unknown,  contingent  or  absolute,   including,   without  limitation,  any
liabilities  to or in connection  with  Seller's  employees  whether  arising in
connection with the transaction contemplated hereunder or otherwise.

         2.4      Earnest Money.

                  (a) Concurrently  with the execution of this Agreement,  Buyer
has  deposited  with Escrow  Agent under the Escrow  Agreement,  in  immediately
available  funds,  the Earnest  Money.  The Escrow  Agent shall hold the Earnest
Money  under the terms of the Escrow  Agreement  in trust for the benefit of the
parties  hereto.  Interest  and other  earnings  on the  Earnest  Money shall be
distributed  by the Escrow  Agent to Buyer from time to time upon the request of
Buyer.

                  (b) If Closing  does not occur,  the  Earnest  Money  shall be
delivered to Seller or returned to Buyer in accordance with Section 10.2, and if
Closing  does  occur,  the  Earnest  Money  shall be  applied  to payment of the
Purchase Price at Closing as provided in Section 2.5.

         2.5      Payments.

                  (a)  The Purchase Price shall be paid by Buyer as follows:

                           (i) At the Closing,  the Earnest Money shall, subject
to  execution  and delivery of the closing  documents  described in Section 8.2,
become the



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<PAGE>



property of Seller and shall, pursuant to the Escrow Agreement,  be disbursed to
Seller by cashier's check or wire transfer of immediately available funds.

                           (ii) At the  Closing  the  Purchase  Price,  less the
amount of the  Earnest  Money  disbursed  to Seller,  shall be paid to Seller at
Closing by wire transfer of immediately available funds.

                  (b) Buyer shall pay to Seller,  or Seller  shall pay to Buyer,
the Adjustment Amount in accordance with Section 2.7.

         2.6  Allocation  of the  Purchase  Price.  Prior to Closing,  Buyer and
Seller  shall agree to an  allocation  of the Purchase  Price.  Buyer and Seller
shall use such allocation for all reporting purposes in connection with federal,
state and local  income  and,  to the extent  permitted  under  applicable  law,
franchise  taxes.  Buyer and  Seller  agree to  report  such  allocation  to the
Internal  Revenue  Service  in the form  required  by  Treasury  Regulation  ss.
1.1060-1T.  Seller and Buyer  acknowledge that the allocation will be the result
of arms  length  bargaining  regarding  the fair value of the Sale  Assets;  not
materially  different  in result  from the results of an  independent  appraisal
undertaken by Seller at its expense.

         2.7      Adjustment of Purchase Price.

                  (a) All operating income and operating expenses of the Station
shall be adjusted and allocated  between Seller and Buyer,  and an adjustment in
the  Purchase  Price shall be made as provided  in this  Section,  to the extent
necessary  to  reflect  the   principle   that  all  such  income  and  expenses
attributable to the operation of the Station on or before the Closing Date shall
be for the account of Seller,  and all income and expenses  attributable  to the
operation  of the  Station  after the  closing  Date shall be for the account of
Buyer.

                  (b) To the extent not inconsistent with the express provisions
of this Agreement,  the  allocations  made pursuant to this Section 2.7 shall be
made in accordance with generally accepted accounting principles.

                  (c) For  purposes of making the  adjustments  pursuant to this
Section,  Buyer shall prepare and deliver the  Adjustment  List to Seller within
thirty (30) days  following  the Closing  Date, or such earlier or later date as
shall be mutually  agreed to by Seller and Buyer.  The Adjustment List shall set
forth the Adjustment Amount. If the Adjustment Amount is a credit to the account
of Buyer, Seller shall pay such amount to Buyer, and if the Adjustment Amount is
a charge to the account of Buyer,  Buyer shall pay such amount to Seller. In the
event Seller  disagrees with the Adjustment  Amount  determined by Buyer or with
any other matter arising out of this subsection, and Buyer
and Seller  cannot within sixty (60) days resolve the  disagreement  themselves,
the  parties  will refer the  disagreement  to a firm of  independent  certified
public accountants,



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<PAGE>



mutually acceptable to Seller and Buyer, whose decision shall be final and whose
fees and  expenses  shall be  allocated  between  and paid by Seller  and Buyer,
respectively,  to the extent  that such party does not  prevail on the  disputed
matters decided by the accountants.

                                   ARTICLE III

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller hereby represents and warrants to Buyer as follows:

         3.1  Organization and Good Standing.  Seller is a corporation,  validly
existing and in good standing under the laws of the State of  Pennsylvania,  and
is qualified to do business and in good standing  under the laws of the State of
California and all other  jurisdictions  where the failure to be qualified to do
business  and in good  standing  would  have a  material  adverse  effect on the
Station. Seller has all requisite power to own, operate and lease its properties
and carry on its business as it is now being  conducted  and as the same will be
conducted until the Closing.

         3.2  Authorization  and Binding Effect of Documents.  The execution and
delivery of, and the  performance of its obligations  under,  this Agreement and
each of the other  Documents by Seller,  and the  consummation  by Seller of the
transactions  contemplated  hereby and thereby,  have been duly  authorized  and
approved by all necessary corporate action on the part of Seller. Seller has the
power and authority to execute,  deliver and perform its obligations  under this
Agreement and each of the other  Documents and to  consummate  the  transactions
hereby and thereby contemplated.  This Agreement and each of the other Documents
have been, or at or prior to the Closing will be, duly executed by Seller.  This
Agreement  constitutes  (and each of the other  Documents,  when so executed and
delivered,  will constitute) legal and valid  obligations of Seller  enforceable
against it in  accordance  with its terms,  subject  to  applicable  bankruptcy,
insolvency,   reorganization,   moratorium   and  similar  laws   affecting  the
enforcement  of  creditors'  rights or remedies  generally,  and subject,  as to
enforceability,   to  general   principles  of  equity  (regardless  of  whether
enforcement is sought in a proceeding in equity or at law).

         3.3  Absence of  Conflicts.  The  execution  and  delivery  of, and the
performance  of its  obligations  under,  this  Agreement  and each of the other
Documents  by  Seller,  and  the  consummation  by  Seller  of the  transactions
contemplated hereby and thereby:

                  (a) do not in any material respect (with or without the giving
of notice or the passage of time or both)  violate (or result in the creation of
any Lien other  than a  Permitted  Lien on any of the Sale  Assets  under),  any
provision of law, rule or regulation or any order, judgment,  injunction, decree
or ruling applicable to Seller;



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<PAGE>




                  (b) do not  (with or  without  the  giving  of  notice  or the
passage of time or both) conflict with or result in a breach or termination  of,
or constitute a default or give rise to a right of termination  or  acceleration
under the  Articles  of  Incorporation  or Bylaws of Seller or  pursuant  to any
lease, agreement,  commitment or other instrument which Seller is a party to, or
bound  by,  or by which any of the Sale  Assets  may be bound,  or result in the
creation of any Lien, other than a Permitted Lien, upon any of the Sale Assets.

         3.4 Governmental Consents and Consents of Third Parties.  Except as set
forth on Schedule  3.4,  Schedule 3.8 and Schedule  3.9, and to Seller's  actual
knowledge, the execution and delivery of, and the performance of its obligations
under,  this  Agreement  and each of the  other  Documents  by  Seller,  and the
consummation by Seller of the transactions  contemplated  hereby and thereby, do
not require  the  consent,  waiver,  approval,  permit,  license,  clearance  or
authorization  of, or any declaration of filing with, any court or public agency
or  other  authority,  or  the  consent  of  any  person  under  any  agreement,
arrangement or commitment of a nature to which Seller is a party or by which
it is bound or by which the Sale  Assets are bound or to which they are  subject
to, the failure of which to obtain would have a material  adverse  effect on the
Sale Assets or the operation of the Station.

         3.5 Intentionally Omitted

         3.6 Tangible Personal Property. Except as set forth on Schedule 3.6:

                  (a) Seller has good,  marketable and valid title to all of the
items of Tangible Personal Property free and clear of all Liens except Permitted
Liens, and including the right to transfer same.

                  (b) The  Tangible  Personal  Property has been  maintained  in
accordance with industry practices and is in good operating condition subject to
ordinary wear and tear.

                  (c) The Tangible  Personal  Property  complies with applicable
rules and regulations of the FCC and the terms of the FCC Licenses.

                  (d) Seller has no knowledge of any defect in the  condition or
operation  of any item of the Tangible  Personal  Property  which is  reasonably
likely to have a material adverse effect on the operation of the Station.

         3.7 Real Property.

                  (a) The real property  described on Schedule 3.7 constitutes a
complete and correct summary  description in all material respects of all of the
interests in real



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<PAGE>



estate  (other  than any real  property  leased  by Seller  pursuant  to a lease
described in Schedule 3.9) used to any extent in the operation of the Station in
the  manner  in  which  it has been and is now  operated.  Said  real  property,
together with all improvements  affixed thereto,  is herein defined as the "Real
Property."

                  (b)  Seller   does  not  owe  any  money  to  any   architect,
contractor,  subcontractor  or  materialman  for labor or  materials  performed,
rendered or supplied to or in connection  with the Real Property within the past
four (4) months which shall not be paid in full on or before Closing.  Except as
set forth on Schedule  3.7,  there is no work being done at or  materials  being
supplied to the Real Property at the date hereof other than routine  maintenance
projects having an aggregate cost through completion thereof of no more than Ten
Thousand Dollars ($10,000).

                  (c) To the best of Seller's  knowledge  the present use of the
Real Property is in compliance with all applicable  zoning codes in effect as of
the date  hereof,  and  Seller  has not  received  any  notices  of  uncorrected
violations of the applicable housing,  building, safety or fire ordinances.  The
Real Property is served by electricity and water in capacities  adequate for the
present use of the Real Property and improvements  thereon.  Except as set forth
on Section 3.7,  Seller has not made any other  agreement  for the sale or lease
of, or given any other person an option to purchase or lease or a right of first
refusal to purchase or lease,  all or any part of the Real Property,  and except
as set forth on Schedule 3.7,  Seller has not subjected the Real Property to any
liens (other than Permitted  Liens),  easements,  rights,  duties,  obligations,
convenants, conditions, restrictions, limitations or agreements not of record.

         3.8 FCC  Licenses.  Seller is the holder of the FCC Licenses  listed on
Schedule 3.8, and except as set forth on such Schedule, the FCC Licenses (i) are
valid,  in good standing and in full force and effect and  constitute all of the
licenses,  permits  and  authorizations  required  by the  Act,  the  Rules  and
Regulations  or the FCC for,  or used in, the  operation  of the  Station in all
material respects as now operated,  and (ii) constitute all the current licenses
and  authorizations  issued by the FCC to Seller for or in  connection  with the
current  operation  of the Station.  Seller has no  knowledge  of any  condition
imposed by the FCC as part of any FCC License  which is neither set forth on the
face  thereof as issued by the FCC nor  contained  in the Rules and  Regulations
applicable  generally to stations of the type, nature,  class or location of the
Station.  Except as disclosed on Schedule 3.8, the Station is being  operated at
full  authorized  power,  in accordance with the terms and conditions of the FCC
Licenses  applicable  to it and in  accordance  with the Rules and  Regulations.
Except as set forth on  Schedule  3.8,  no  proceedings  are  pending or, to the
knowledge  of the Seller,  are  threatened  which may result in the  revocation,
modification,  non-renewal or suspension of any of the FCC Licenses,  the denial
of any pending  applications,  the issuance of any cease and desist order or the
imposition of any fines,  forfeitures or other administrative actions by the FCC
with respect to the Station or its operation,  other than proceedings  affecting
the radio broadcasting industry in general.  Seller has complied in all material
respects with



                                       11




<PAGE>



all requirements to file reports,  applications and other documents with the FCC
with respect to the Station,  and all such reports,  applications  and documents
are complete and correct in all  material  respects.  Seller has no knowledge of
any matters (i) which could  reasonably be expected to result in the  suspension
or  revocation  of or the  refusal  to  renew  any of the  FCC  Licenses  or the
imposition of any fines or  forfeitures by the FCC, or (ii) against Seller which
could reasonably be expected to result in the FCC's refusal to grant approval of
the  assignment  to Buyer of the FCC Licenses or the  imposition of any Material
Adverse Condition in connection with approval of such assignment.  There are not
any  unsatisfied  or  otherwise  outstanding  citations  issued  by the FCC with
respect to the Station or its operation. Complete and accurate copies of all FCC
Licenses are attached as a part of Schedule 3.8. The "Public Inspection File" of
the Station is complete and in substantial and material  compliance with Section
73.3526 of the Rules and Regulations.

         3.9 Station Agreements.

                  (a) Schedule  3.9 sets forth an accurate and complete  list of
the station  agreements.  Complete  and correct  copies of all such  agreements,
contracts,  arrangements  or  commitments  that are in  writing,  including  all
amendments, modifications and supplements thereto, have been delivered to Buyer.

                  (b) Except as set forth in the Schedules,  and with respect to
all Station  Agreements being assumed by Buyer,  (i) all Station  Agreements are
legal,  valid and  enforceable  in  accordance  with  their  terms,  subject  to
applicable bankruptcy, insolvency,  reorganization,  moratorium and similar laws
affecting  creditors' rights generally,  and subject,  as to enforceability,  to
general principles of equity regardless of whether  enforcement is sought in any
proceeding  at law or in equity;  (ii) neither  Seller nor, to the  knowledge of
Seller, any other party thereto, is in material breach of or in material default
under any Station  Agreements;  (iii) to the knowledge of Seller,  there has not
occurred  any event  which,  after the  giving of notice or the lapse of time or
both,  would  constitute  a material  default  under,  or result in the material
breach of, any Station  Agreements which are,  individually or in the aggregate,
material to the  operation  of the  Station;  and (iv) Seller holds the right to
enforce and receive the benefits under all of the Station  Agreements,  free and
clear of all Liens  (other  than  Permitted  Liens) but subject to the terms and
provision of each such agreement.

                  (c) Schedule 3.9 indicates,  for each Station Agreement listed
thereon  which is being  assumed by Buyer,  whether  consent or  approval by any
party  thereto is  required  thereunder  for  consummation  of the  transactions
contemplated hereby.

         3.10 Litigation. There are no claims, investigations or administrative,
arbitration or other proceedings  pending or, to the actual knowledge of Seller,
threatened  against  Seller which  would,  individually  or in the  aggregate if
adversely  determined,  have a material adverse effect on the Sale Assets or the
operation of the Station, or which



                                       12




<PAGE>



would give any third party the right to enjoin the transactions  contemplated by
this  Agreement.  To the actual  knowledge of Seller,  there is no basis for any
such claim, investigation,  action, suit or proceeding which would, individually
or in the aggregate if adversely  determined,  have a material adverse effect on
the Sale Assets or operation  of the  Station.  There are no existing or, to the
actual knowledge of Seller, pending orders, judgments or decrees of any court or
governmental agency affecting Seller, the Station or any of the Sale Assets.

         3.11 Labor Matters.

                  (a)  Seller  is  not a  party  to  any  collective  bargaining
agreement,  and there is no collective  bargaining agreement that determines the
terms and conditions of employment of any employees of Seller.

                  (b)  Except as disclosed on Schedule 3.11:

                           (i) There is no labor strike,  dispute,  slow-down or
stoppage pending or, to the knowledge of Seller, threatened against the Station;

                           (ii) There are  neither  pending  nor,  to the actual
knowledge of Seller threatened, any suits, actions,  administrative proceedings,
union  organizing  activities,  arbitrations,  grievances  or other  proceedings
between Seller and any employees of the Station or any union  representing  such
employees;  and there are no existing labor or employment or other controversies
or  grievances  involving  employees  of  the  Station  which  have  had  or are
reasonably  likely to have a material  adverse  effect on the  operation  of the
Station;

                           (iii) With respect to the  Station,  (A) Seller is in
compliance  in all  material  respects  with all  laws,  rules  and  regulations
relating to the employment of labor and all employment contractual  obligations,
including those relating to wages,  hours,  collective  bargaining,  affirmative
action,   discrimination,   sexual   harassment,   wrongful  discharge  and  the
withholding   and   payment   of  taxes  and   contributions   except  for  such
non-compliance  which individually or in the aggregate would not have a material
adverse effect on the business or financial condition of the Station; (B) Seller
has  withheld all amounts  required by law or agreement to be withheld  from the
wages or salaries of its employees;  and (C) Seller is not liable to any present
or former employees or any governmental authority for damages,  arrears of wages
or any tax or penalty for failure to comply with the  foregoing  except for such
liability  which  individually  or in the  aggregate  would not have a  material
adverse effect on the business or financial condition of the Station;

                           (iv)  Buyer's   consummation   of  the   transactions
contemplated by this Agreement in accordance with the terms hereof shall not, as
a result of or in connection with the transactions  contemplated hereby,  impose
upon Buyer the obligation



                                       13




<PAGE>



to pay any severance or termination pay under any agreement, plan or arrangement
binding upon Seller.

         3.12 Employee Benefit Plans.  Buyer's  consummation of the transactions
contemplated by this Agreement in accordance with the terms hereof shall not, as
a result of or in connection with the transactions  contemplated hereby,  impose
upon Buyer any  obligation  under any  benefit  plan,  contract  or  arrangement
(regardless  of whether  they are written or  unwritten  and funded or unfunded)
covering  employees  or former  employees  of Seller in  connection  with  their
employment  by Seller.  For  purposes of the  Agreement,  "benefit  plans" shall
include without limitation  employee benefit plans within the meaning of Section
3(3) of the  Employee  Retirement  Income  Security  Act of  1974,  as  amended,
vacation benefits, employment and severance contracts, stock option plans, bonus
programs and plans of deferred compensation.

         3.13  Compliance  with Law.  Except as set forth on Schedule  3.13, the
operation of the Station  complies in all material  respects with the applicable
rules and  regulations of the FCC and all federal,  state,  local or other laws,
statutes, ordinances, regulations, and any applicable order, writ, injunction or
decree of any court, commission, board, agency or other instrumentality.

         3.14     Environmental Matters; OSHA.

                  (a) Except as set forth on Schedule 3.14,  Seller has obtained
all material, environmental, health and safety permits necessary or required for
either the  operation of the Station as currently  operated or the  ownership of
the Real  Property  and all such permits are in full force and effect and Seller
is in compliance with all material terms and conditions of such permits.

                  (b) There is no  proceeding  pending  or, to  Seller's  actual
knowledge, threatened which may result in the reversal, rescission, termination,
modification  or suspension  of any  environmental  or health or safety  permits
necessary  for the  operation  of the  Station  as  currently  conducted  or the
ownership of the Real Property.

                  (c) With  respect  to the  Station  and the  lease of the Real
Property,  Seller is in compliance in all material  respects with the provisions
of Environmental Laws.

                  (d) During Seller's occupancy of the Real Property, Seller has
not, and to Seller's actual  knowledge,  no other person or entity has caused or
permitted  materials  to be  generated,  released,  stored,  treated,  recycled,
disposed  of on,  under  or at such  parcels,  which  materials,  if known to be
present,  would require clean up, removal or other remedial or responsive action
under  Environmental  Laws (other than normal office,  cleaning and  maintenance
supplies  in  reasonable  quantities  used and /or stored  appropriately  in the
buildings  or  improvements  on the Real  Property).  Seller  has not caused the
migration of any materials from the Real Property onto or under any property



                                       14




<PAGE>



adjacent to the Real Property  which  materials,  if known to be present,  would
require  cleanup,   removal  or  other  remedial  or  responsive   action  under
Environmental  Laws.  There  are no  underground  storage  tanks  and no PCBs or
friable asbestos on such property.

                  (e)  Except  as set  forth on  Schedule  3.14,  Seller  is not
subject to any judgment,  decree,  order or citation with respect to the Station
or the Real Property related to or arising out of Environmental Laws, and Seller
has not  received  notice  that it has been  named or  listed  as a  potentially
responsible  party by any  person or  governmental  body or agency in any matter
arising under Environmental Laws.

                  (f) Seller has not  discharged  or disposed  of any  petroleum
product or solid waste on the Real  Property or on the property  adjacent to the
Real Property owned by third parties,  which, to the best of Seller's knowledge,
may form the basis for any present or future claim based upon the  Environmental
Laws in  existence  on the date  hereof or as of the  Closing,  or any demand or
action  seeking  clean-up  of any  site,  location,  body of water,  surface  or
subsurface,  under any Environmental Laws or otherwise, or which may subject the
owner of the Real  Property  to claims by third  parties  (except  to the extent
third party liability can be established) for damages.

                  (g) No  portion  of the Real  Property  has ever  been used by
Seller, nor, to the best of Seller's knowledge,  by any previous occupant of the
Real Property,  in material  violation of  Environmental  Laws or as a landfill,
dump site or any other use which  involves  the disposal or storage of Hazardous
Materials  on-site or in any manner which may  materially  adversely  affect the
value of the Real Property.

                  (h) No pesticides,  herbicides, fertilizers or other materials
have been used on,  applied to or disposed of by Seller on the Real  Property in
material violation of any Environmental Laws (other than normal office, cleaning
and   maintenance   supplies  in  reasonable   quantities   used  and/or  stored
appropriately in the buildings or improvements on the Real Property).

                  (i) With respect to the Station or the Real  Property,  Seller
has disposed of all waste in full compliance with all Environmental Laws and, to
the best of Seller's knowledge, there is no existing condition that may form the
basis of any present or future claim,  demand or action  seeking clean up of any
facility, site, location or body of water, surface or subsurface,  for which the
Buyer could be liable or responsible solely as a result of the disposal of waste
at such site by a prior owner of the Real Property.

                  (j)  Seller  is in  material  compliance  with all  OSHA  Laws
applicable to the Real Property and the operations of the Station.

         3.15 Tower Coordinates. The current vertical elevation and geographical
coordinates of the Station's towers ("the Tower  Coordinates")  are as set forth
on



                                       15




<PAGE>



Schedule 3.15 hereto.  Seller further represents and warrants that (i) the Tower
Coordinates  are  accurate  within  one (1) foot  vertically  and one (1) second
geographically; and (ii) the Tower Coordinates comply with and correspond to the
current vertical  elevation an geographical  coordinates  authorized by the FAA,
FCC and any other governmental authority,  including any federal, state or local
authority having jurisdiction over the Station or said towers.

         3.16 Filing of Tax  Returns.  Seller has filed all  Federal,  State and
local tax returns which are required to be filed, and has paid all taxes and all
assessments to the extent that such taxes and assessments have become due, other
than such returns, taxes and assessments,  the failure to file or pay would not,
individually or in the aggregate, have a material adverse effect on Buyer.

         3.17 Absence of Insolvency.  No insolvency proceedings of any character
including  without   limitation,   bankruptcy,   receivership,   reorganization,
composition or arrangement with creditors,  voluntary or involuntary,  affecting
the Seller or any of the Sale Assets,  are pending or, to the best  knowledge of
Seller,  threatened,  and  Seller  has made no  assignment  for the  benefit  of
creditors,  nor taken any action with a view to, or which would  constitute  the
basis for the institution of, any such insolvency proceedings.

         3.18 Broker's or Finder's  Fees.  Except as set forth in Schedule 3.18,
no agent, broker,  investment banker or other person or firm acting on behalf of
or under  the  authority  of  Seller  or any  affiliate  of Seller is or will be
entitled to any broker's or finder's fee or any other commission or similar fee,
directly or indirectly, in connection with the transactions contemplated by this
Agreement.

         3.19  Insurance.  There is now in full force and effect with  reputable
insurance  companies  fire and extended  coverage  insurance with respect to all
material   tangible  Sale  Assets  and  public  liability   insurance,   all  in
commercially reasonable amounts.

                                   ARTICLE IV

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:

         4.1  Organization  and  Good  Standing.  Buyer  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
California.  Buyer has all requisite  corporate power to own,  operate and lease
its properties and carry on its business as it is now being conducted and as the
same will be conducted following the Closing.

         4.2  Authorization  and Binding Effect of Documents.  Buyer's execution
and delivery of, and the  performance of its obligations  under,  this Agreement
and each of



                                       16




<PAGE>



the  other  Documents,  and  the  consummation  by  Buyer  of  the  transactions
contemplated  hereby and thereby,  have been duly authorized and approved by all
necessary  corporate action on the part of Buyer. This Agreement and each of the
other Documents to be executed by Buyer have been, or at or prior to the Closing
will be, duly executed by Buyer.  The Documents,  when executed and delivered by
the parties hereto,  will constitute the valid and legally binding  agreement of
Buyer,  enforceable  against Buyer in accordance with their terms, except as may
be limited by  bankruptcy,  insolvency,  or other  similar  laws  affecting  the
enforcement  of  creditors'  rights  generally,  and except as may be limited by
general  principles  of equity  (regardless  of whether such  enforceability  is
sought in a proceeding in equity or at law).

         4.3 Absence of  Conflicts.  Buyer's  execution and delivery of, and the
performance  of its  obligations  under,  this  Agreement  and each of the other
Documents and the consummation by Buyer of the transaction  contemplated  hereby
and thereby:

                  (a) Do not in any material respect (with or without the giving
of notice or the passage of time or both)  violate (or result in the creation of
any claim, lien, charge or
encumbrance  on any of the assets or properties of Buyer under) any provision of
law,  rule or regulation or any order,  judgment,  injunction,  decree or ruling
applicable to Buyer in any manner which would have a material  adverse effect on
the assets, business,  operation or financial condition or results of operations
of Buyer;

                  (b) Do not  (with or  without  the  giving  of  notice  or the
passage of time or both) conflict with or result in a breach or termination  of,
or constitute a default or give rise to a right of termination  or  acceleration
under, the articles of incorporation or bylaws of Buyer or any lease, agreement,
commitment, or other instrument which Buyer is a party to, bound by, or by which
any of its assets or properties may be bound.

         4.4 Governmental Consents and Consents of Third Parties. Except for the
required  consent  of the  FCC,  Buyer's  execution  and  delivery  of,  and the
performance  of its  obligations  under,  this  Agreement  and each of the other
Documents and the consummation by Buyer of the transaction  contemplated  hereby
and thereby,  do not require the consent,  waiver,  approval,  permit,  license,
clearance or  authorization  of, or any declaration or filing with, any court or
public  agency  or other  authority,  or the  consent  of any  person  under any
agreement,  arrangement or commitment of any nature to which Buyer is a party or
by which it is bound,  the  failure  of which to obtain  would  have a  material
adverse  effect on the assets,  business,  operation or  financial  condition or
results of operations of Buyer.

         4.5 Qualification.

                  (a) Buyer has no  knowledge  after  due  inquiry  of any facts
concerning Buyer or any other person with an attributable  interest in Buyer (as
such term is defined under the Rules and Regulations)  which,  under present law
(including the Act) and the



                                       17




<PAGE>



Rules and  Regulations,  would (i) disqualify Buyer from being the holder of the
FCC  Licenses,  the owner of the Sale Assets or the operator of the Station upon
consummation of the transactions contemplated by this Agreement, or (ii) raise a
substantial and material  question of fact (within the meaning of Section 309(e)
of the Act) respecting Buyer's qualifications.

                  (b) Without limiting the foregoing Subsection (a), Buyer shall
make the affirmative  certifications  provided in Section III of FCC Form 314 at
the time of filing of such form with the FCC as contemplated by Section 5.2.

         4.6 Broker's or Finder's Fees. Except as set forth in Schedule 3.18, no
agent, broker, investment banker, or other person or firm acting on behalf of or
under the authority or Buyer or any affiliate of Buyer is or will be entitled to
any broker's or finder's fee or any other commission or similar fee, directly or
indirectly, in connection with transactions contemplated by this Agreement.

         4.7  Litigation.  There are no legal,  administrative,  arbitration  or
other proceedings or governmental investigations pending or, to the knowledge of
Buyer,  threatened  against  Buyer that would give any third  party the right to
enjoin the transactions contemplated by this Agreement.

                                    ARTICLE V

                     TRANSACTIONS PRIOR TO THE CLOSING DATE

         5.1 Conduct of the Station's Business Prior to the Closing Date. Seller
covenants  and agrees  with Buyer that  between  the date hereof and the Closing
Date, unless the Buyer otherwise agrees in writing (which agreement shall not be
unreasonably withheld), Seller shall:

                  (a) Use reasonable  commercial  efforts to maintain  insurance
upon all of the tangible Sale Assets in such amounts and of such kind comparable
to that in effect on the date hereof  with  respect to such Sale Assets and with
respect to the operation of the Station, with insurers of substantially the same
or better financial condition;

                  (b) Operate the Station and otherwise  conduct its business in
all material  respects in  accordance  with the terms or  conditions  of its FCC
Licenses, the Rules and
Regulations, the Act and all other rules and regulations,  statutes,  ordinances
and orders of all governmental  authorities having  jurisdiction over any aspect
of the  operation  of the  Station,  except  where the failure to so operate the
Station  would not have a  material  adverse  effect  on the Sale  Assets or the
operation  of  the  Station  or on the  ability  of  Seller  to  consummate  the
transactions contemplated hereby;





                                       18




<PAGE>



                  (c)  Comply  in  all  material   respects   with  all  Station
Agreements now or hereafter existing which are material,  individually or in the
aggregate, to the operation of the Station;

                  (d) Promptly notify Buyer of any material default by, or claim
of default against,  any party under any Station  Agreements which are material,
individually or in the aggregate, to the operation of the Station, and any event
or condition  which,  with notice or lapse of time or both,  would constitute an
event of default under such Station Agreements;

                  (e) Not  mortgage,  pledge or subject to any Lien other than a
Permitted  Lien  (except in the  ordinary  course of  business)  any of the Sale
Assets;

                  (f) Not sell,  lease or  otherwise  dispose  of,  nor agree to
sell,  lease or  otherwise  dispose  of,  any of the  Sale  Assets,  except  for
dispositions in the ordinary course of business;

                  (g) Not amend or terminate any Station  Agreement,  other than
in the ordinary course of business;

                  (h) Not  introduce  any  material  change with  respect to the
operation of the Station including,  without limitation, any material changes in
the broadcast hours of the Station or any other material change in the Station's
programming  policies,  except such changes as in the sole discretion of Seller,
exercised  in good faith  after  consultation  with Buyer,  are  required by the
public interest;

                  (i)  Notify  Buyer  of  any  material  litigation  pending  or
threatened against Station or Seller or any material damage to or destruction of
any  assets  included  or to be  included  in the Sale  Assets  of which  Seller
receives actual knowledge.

         5.2  Governmental  Consents.  Seller and Buyer shall file with the FCC,
within  five (5)  business  days after the  execution  of this  Agreement,  such
applications and other documents in the name of Seller or Buyer, as appropriate,
as may be necessary or advisable to obtain the FCC Order. Seller and Buyer shall
take all commercially  reasonable steps necessary to prosecute such filings with
diligence  and shall  diligently  oppose  any  objections  to,  appeals  from or
petitions to reconsider  such approval of the FCC, to the end that the FCC Order
and a Final Action with respect  thereto may be obtained as soon as practicable;
provided,  however,  that in the event the application for assignment of the FCC
Licenses has been  designated  for hearing,  either Buyer or Seller may elect to
terminate this Agreement pursuant to Section 10.1(c).  Buyer shall not knowingly
take, and Seller covenants that Seller shall not knowingly take, any action that
party  knows or has  reason to know would  materially  and  adversely  affect or
materially delay issuance of the FCC Order or materially and adversely affect or
materially  delay  its  becoming  a Final  Action  without  a  Material  Adverse
Condition, unless such action is



                                       19




<PAGE>



requested or required by the FCC, its staff or the Rules and Regulations. Should
Buyer or Seller become aware of any facts which could  reasonably be expected to
materially  and adversely  affect or materially  delay issuance of the FCC Order
without a Material Adverse Condition  (including but not limited to, in the case
of Buyer,  any facts which would reasonably be expected to disqualify Buyer from
controlling  the  Station),  such party  shall  promptly  notify the other party
thereof in writing and both parties shall  cooperate to take all steps necessary
or  desirable  to  resolve  the  matter  expeditiously  and to obtain  the FCC's
approval of matters pending before it.

         5.3 Other  Consents.  Seller shall use its  reasonable  best efforts to
obtain the consent or waivers to the transactions contemplated by this Agreement
required under any assumed Station Agreements; provided that Seller shall not be
required to pay or grant any material  consideration in order to obtain any such
consent or waiver.

         5.4  Tax Returns and Payments.

                  (a) All taxes  pertaining  to  ownership of the Sale Assets or
operation of the Station prior to the Closing Date will be timely paid; provided
that Seller  shall not be  required to pay any such tax so long as the  validity
thereof shall be contested in good faith by appropriate  proceedings  and Seller
shall have set aside adequate reserves with respect to any such tax.

         5.5 Access Prior to the Closing Date.  Prior to the Closing,  Buyer and
its  representatives  may make such reasonable  investigation  of the assets and
business  of  Seller as it may  desire;  and  Seller  shall  give to Buyer,  its
engineers,  counsel,  accountants and other  representatives  reasonable  access
during  normal  business  hours  throughout  the period  prior to the Closing to
personnel  and all of the assets,  books,  records and files of or pertaining to
the Station, provided that (i) Buyer shall give Seller reasonable advance notice
of each date on which  Buyer or any such  other  person or entity  desires  such
access, (ii) each person (other than an officer of Buyer) shall, if requested by
Seller,  be accompanied by an officer or their  representative of Buyer approved
by  Seller,  which  approval  shall  not be  unreasonably  withheld,  (iii)  the
investigations  at the  offices  of Seller  shall be  reasonable  in number  and
frequency,  and (iv) all  investigations  shall be conducted in such a manner as
not to  physically  damage  any  property  or  constitute  a  disruption  of the
operation of the Station or Seller.  Seller  shall  furnish to Buyer during such
period all  documents  and copies of documents and  information  concerning  the
business and affairs of Seller and the Station as Buyer may reasonably request.

         5.6 Confidentiality; Press Release. All information, data and materials
furnished  or to be furnished to either party with respect to the other party in
connection with this transaction or pursuant to this Agreement are confidential.
Each party  agrees that prior to Closing (a) it shall not  disclose or otherwise
make  available,  at any time,  any such  information,  data or  material to any
person who does not have a  confidential  relationship  with such party;  (b) it
shall protect such information, data and material with



                                       20




<PAGE>



a high degree of care to prevent  the  disclosure  thereof;  and (c) if, for any
reason, this transaction is not consummated,  all information,  data or material
concerning the other party obtained by such party, and all copies thereof,  will
be returned to the other party.  After  Closing,  neither party will disclose or
otherwise make available to any person any of such information, data or material
concerning  the  other  party,  except as may be  necessary  or  appropriate  in
connection with the operation of the Station by Buyer.  Each party shall use its
reasonable   efforts  to  prevent  the   violation  of  any  of  the   foregoing
confidentiality  provisions by its respective  representatives.  Notwithstanding
the foregoing, nothing contained herein shall prohibit Buyer or Seller from:

                           (i) using such  information,  data and  materials  in
connection with any action or proceeding  brought or any claim asserted by Buyer
or Seller in respect of any breach by the other of any representation,  warranty
or covenant made in or pursuant to this Agreement; or

                           (ii)  supplying or filing such  information,  data or
materials to or with the FCC or any other valid  governmental or court authority
to the extent  reasonably  necessary to obtain any consent,  waiver,  amendment,
modification,  approval, authorization, permit or license which may be necessary
to effectuate  this Agreement,  and to consummate the  transaction  contemplated
herein.

In the event that either party  determines in good faith that a press release or
other public  announcement  is desirable  under any  circumstances,  the parties
shall  consult with each other to determine  the  appropriate  timing,  form and
content of such release or announcement  and thereafter may make such release or
announcement.

         5.7  Reasonable  Best Efforts.  Subject to the terms and  conditions of
this Agreement,  each of the parties hereto will use its reasonable best efforts
to take all  action  and to do all  things  necessary,  proper or  advisable  to
satisfy any  condition  to the  parties'  obligations  hereunder in its power to
satisfy  and to  consummate  and  make  effective  as  soon as  practicable  the
transactions contemplated by this Agreement.

         5.8 FCC Reports.  Seller  shall  continue to file,  on a current  basis
until the Closing Date, all reports and documents  required to be filed with the
FCC with respect to the Station.  Seller shall  provide Buyer with copies of all
such filings within five business days of the filing with the FCC.

         5.9  Conveyance  Free and Clear of Liens.  At or prior to the  Closing,
Seller shall obtain executed releases, in suitable form for filing and otherwise
in  form  and  substance  reasonably  satisfactory  to  Buyer,  of any  security
interests  granted in the Sale Assets and  properties as security for payment of
loans and other  obligations  or  judgments  and of any other  Liens on the Sale
Assets.  At the closing,  Seller  shall  transfer and convey to Buyer all of the
Sale Assets free and clear of all Liens except Permitted Liens.




                                       21




<PAGE>



         5.10  Environmental  Assessment.  Not later than  forty-five  (45) days
after  execution of this  Agreement,  Buyer may obtain a Phase I ("the Phase I")
environmental  assessment  of the Real  Property  by an  environmental  engineer
selected by Buyer.  Within fourteen (14) days after Buyer's receipt of the Phase
I, if the Phase I  indicates  environmental  conditions  may exist on,  under or
affect such  properties  that may  constitute  a violation or breach of Seller's
representations  and  warranties  contained in Section 3.14 of this Agreement or
cause the  condition  contained in Section 6.9 to not be  satisfied,  then Buyer
shall be entitled to obtain a Phase II ("the Phase II") environmental assessment
of the Real Property,  or any portion thereof. (The Phase I and the Phase II, if
obtained, shall be referred to herein as the "Environmental Assessment").  Buyer
shall  commission  and pay the cost of such  Environmental  Assessment and shall
provide a copy to Seller.  The Environmental  Assessment shall be subject to the
confidentiality provisions of Section 5.6. If after appropriate inquiry into the
previous  ownership  of and  uses of the  Real  Property  consistent  with  good
commercial or customary  practice,  the engineer  concludes  that  environmental
conditions  exist on, under or affecting such properties that would constitute a
violation  or breach of Seller's  representations  and  warranties  contained in
Section 3.14 of this  Agreement or cause the condition  contained in Section 6.9
to not be satisfied, then notwithstanding any other provisions of this Agreement
to the contrary  Seller shall reimburse Buyer for the cost of the Phase II, and,
subject to the following sentence, Seller shall at its sole cost and expense (up
to a maximum amount of Twenty-Five  Thousand Dollars ($25,000)) remove,  correct
or remedy any condition or conditions  which constitute a violation or breach of
Seller's  representations and warranties  contained in Section 3.14 prior to the
Closing Date and provide to Buyer at Closing a certificate from an environmental
abatement firm reasonably  acceptable to Buyer that such removal,  correction or
remedy  has been  completed  so that  Seller's  representations  and  warranties
contained in Section 3.14 will be true as of the Closing Date and the  condition
contained in Section 6.9 will be satisfied as of the Closing  Date. In the event
the cost of  removal,  correction  or  remedy  of the  environmental  conditions
exceeds Twenty-Five Thousand Dollars ($25,000),  Buyer may elect to proceed with
the Closing but shall not be  obligated to close under any  circumstances  which
would require Buyer to assume  ownership of the Station under  conditions  where
there exist any uncured  violations of warranties,  representations or covenants
with respect to environmental matters.

         If Seller is required  under this Section 5.10 to remedy any  violation
at a site for which a person other than Seller,  such as the tenant or any other
occupant of any real property is primarily  responsible  under  applicable  law,
Buyer and Seller shall cooperate in seeking to enforce any right of contribution
or other remedy they may have against such person. Seller shall not be obligated
under this  Section 5.10 to undertake  any  remediation  unless Buyer shall have
notified Seller of the existence of the condition  requiring  remediation within
30 days after Buyer's receipt of the Environmental Assessment in its final form.





                                       22




<PAGE>



                                   ARTICLE VI

                           CONDITIONS PRECEDENT TO THE
                          OBLIGATIONS OF BUYER TO CLOSE

         Buyer's  obligation  to  close  the  transaction  contemplated  by this
Agreement is subject to the  satisfaction,  on or prior to the Closing  Date, of
each of the following conditions, unless waived by Buyer in writing:

         6.1 Accuracy of Representations and Warranties; Closing Certificate.

                  (a) The  representations and warranties of Seller contained in
this  Agreement  or in any other  Document  shall be complete and correct in all
material respects on the date hereof and at the Closing Date with same effect as
though made at such time except for changes that are not  materially  adverse to
the Station or the Sale Assets taken as a whole, and except as follows:

                           (i) as to Section  3.14(d),  (f), (g), (h) or (i) the
accuracy or inaccuracy of this  representation  as of the date of this Agreement
or as of the Closing Date shall not be a condition to Closing if (A) the item is
removed on or before Closing,  all costs associated with such removal,  clean up
or other action have been paid in full by Seller and all  required  certificates
of removal or completion or other  certificates  demonstrating that all required
action under Section 5.10 has been completed have been received from  applicable
regulatory  authorities,  or (B) to the extent removal, clean up or other action
cannot be completed  and/or  governmental  or regulatory  certificates  obtained
prior to Closing (which Closing may be delayed by Seller by not more than thirty
(30) days if Seller  reasonably  determines  that any  necessary  action  can be
completed  during such delay  period),  a portion of the Purchase Price equal to
the estimated costs of completion  and/or  certification (to be determined by an
independent  consulting  engineer) is escrowed under an agreement  negotiated in
good faith by the parties and the amount so escrowed is used to pay all costs of
completion;  provided,  however,  that in no event  shall  Buyer be  required to
consummate  the Agreement if the removal,  clean up or other action would likely
result in a disruption  of Buyer's  ability to broadcast at  substantially  full
power from its transmitter site for material periods of time;

                           (ii)  as  to  Section   3.14(j),   the   accuracy  or
inaccuracy  of this  representation  shall not be a condition  to Closing if the
noncompliance  is cured on or before Closing or if the Seller remains liable for
the noncompliance after the Closing; and

                           (iii) as to  Sections  3.6 and 3.7,  the  accuracy or
inaccuracy of the representations(s)  shall not be a condition to Closing if the
amount to cure or repair the matter is  reasonably  estimated at less than Fifty
Thousand  Dollars  ($50,000) in the aggregate and the Purchase  Price is reduced
accordingly (if the amount can be accurately



                                       23




<PAGE>



determined) or a reasonable reserve is placed into escrow pending cure or repair
or Buyer and  Seller  make other  arrangements  which are  reasonable  under the
circumstances.  In addition,  Seller may elect to delay Closing for a period not
to exceed  thirty  (30) days if Seller  reasonably  determines  that any  action
necessary to cure or repair can be completed during such delay period;  provided
that the reduction or escrow described in the preceding  sentence shall apply to
the extent any cure or repair is not completed within such delay period.

                  (b) Seller shall have delivered to Buyer on the Closing Date a
certificate  that (i) the condition  specified in Section 6.1(a) is satisfied as
of the Closing Date, and (ii) except as set forth in such  certificate  (none of
which exceptions shall be materially adverse to the Station,  the Sale Assets or
Seller's  ability  to  consummate  the  transaction  contemplated  hereby),  the
condition  specified  in Section 6.2 is satisfied  as of the Closing  Date,  and
further  except that as to Section  6.2,  non-satisfaction  of the  condition(s)
shall not be a  condition  to Closing if the amount to cure or repair the matter
is reasonably  estimated at less than Fifty  Thousand  Dollars  ($50,000) in the
aggregate and the Purchase  Price is reduced  accordingly  (if the amount can be
accurately  determined)  or a reasonable  reserve is placed into escrow  pending
cure or repair or Buyer and Seller make other  arrangements which are reasonable
under the  circumstances.  In addition,  Seller may elect to delay Closing for a
period not to exceed thirty (30) days if Seller  reasonably  determines that any
action  necessary to cure or repair can be completed  during such delay  period;
provided that the reduction or escrow described in the preceding  sentence shall
apply to the  extent  any cure or  repair is not  completed  within  such  delay
period.

         6.2  Performance  of  Agreements.  Seller  shall have  performed in all
material respects all of its covenants,  agreements and obligations  required by
this Agreement and each of the other  Documents to be performed or complied with
by it prior to or upon the Closing Date.

         6.3      FCC and Other Consents.

                  (a) The FCC Order  shall have been issued by the FCC and shall
have become a Final Action without any Material Adverse Condition.

                  (b)  Conditions  which the FCC Order or any  order,  ruling or
decree of any judicial or administrative  body relating thereto or in connection
therewith  specifies and requires to be satisfied by Seller prior to transfer of
the FCC Licenses to Buyer shall have been satisfied by Seller.

                  (c)  All  other   authorizations,   consents,   approvals  and
clearances of federal,  state or local governmental  agencies required to permit
the  consummation  by Buyer of the  transactions  contemplated by this Agreement
including, without limitation, the assignment of any FCC Authorization requested
by Buyer,  shall have been obtained;  all statutory and regulatory  requirements
for such consummation shall have been fulfilled;



                                       24




<PAGE>



and no such authorizations,  consents, approvals or clearances shall contain any
conditions that  individually or in the aggregate would have a material  adverse
effect on the operations of the Station.

         6.4 Adverse Proceedings. Neither Buyer nor any affiliate of Buyer shall
be subject to any ruling,  decree,  order or  injunction  restraining,  imposing
material  limitations on or prohibiting (i) the consummation of the transactions
contemplated  hereby or (ii) its  participation  in the  operation,  management,
ownership  or control of the Station;  and no  litigation,  proceeding  or other
action seeking to obtain any such ruling,  decree,  order or injunction shall be
pending or shall have been  threatened  in writing.  No  governmental  authority
having  jurisdiction  shall  have  notified  any  party to this  Agreement  that
consummation of the transaction contemplated hereby would constitute a violation
of the laws of the United  States or of any state or  political  subdivision  or
that it intends to commence  proceedings  to restrain  such  consummation  or to
force divestiture,  unless such governmental authority shall have withdrawn such
notice. No governmental  authority having  jurisdiction shall have commenced any
such proceeding.

         6.5 Opinion of Seller's FCC  Counsel.  Buyer shall have  received  from
Seller's FCC counsel an opinion,  dated the Closing  Date, in form and substance
reasonably satisfactory to Buyer's FCC counsel, to the effect that:

                  (a) The FCC Licenses listed on Schedule 3.8 are valid, in good
standing  and in full force and effect and  include  all  licenses,  permits and
authorizations which are necessary under the Rules and Regulations for Seller to
operate  the  Station in the  manner in which the  Station  is  currently  being
operated.

                  (b) To counsel's  knowledge,  no condition has been imposed by
the FCC as part of any FCC License which is not set forth on the face thereof as
issued by the FCC or contained in the Rules and Regulations applicable generally
to stations of the type, nature, class or location of the Station.

                  (c) No proceedings are pending or, to counsel's knowledge, are
threatened  which may result in the  revocation,  modification,  non-renewal of,
suspension of, or the imposition of a Material  Adverse  Condition  upon, any of
the FCC Licenses,  the denial of any pending  applications,  the issuance of any
cease and desist  order or the  imposition  of any fines,  forfeitures  or other
administrative  actions by the FCC with respect to the Station or its operation,
other than proceedings affecting the radio broadcasting industry in general.

         In  rendering  such  opinion,  counsel  shall be  entitled to rely upon
Seller's  representations  and  warranties  in this  Agreement  and to limit its
inquiry to its files and such FCC files and records as are available to it as of
10:00  o'clock A.M.  Eastern time the business  day  immediately  preceding  the
Closing Date. Counsel may state that, as to



                                       25




<PAGE>



any  factual  matters  embodied  in, or  forming  a basis for any legal  opinion
expressed in, such opinion, counsel's knowledge is based solely on such inquiry.

         6.6 Other Consents.  Seller shall have obtained in writing and provided
to Buyer on or before the Closing Date, without any condition materially adverse
to  Buyer  or  the  Station,   the  consents  or  waivers  to  the  transactions
contemplated  by this Agreement  required under those Station  Agreements  which
Buyer has elected to assume.

         6.7  Delivery of Closing  Documents.  Seller  shall have  delivered  or
caused  to be  delivered  to Buyer on the  Closing  Date  each of the  Documents
required to be delivered pursuant to Section 8.2.

         6.8 No Cessation of Broadcasting.

                  (a) Between the date hereof and the Closing Date,  the Station
shall  not have for a period of more  than ten (10)  days in the  aggregate  (i)
ceased broadcasting on its authorized frequency,  (ii) lost substantially all of
its normal  broadcasting  capability or (iii) been broadcasting at a power level
of 50% or less of its FCC authorized  level.  Seller shall promptly notify Buyer
of the occurrence of any one or more of the foregoing events or conditions,  and
the  non-fulfillment  of the condition  precedent  set forth in this  Subsection
caused by the  occurrence  of the events  specified in Seller's  notice shall be
deemed waived by Buyer unless, within fifteen (15) days after Buyer's receipt of
Seller's written notice, Buyer notifies Seller in writing to the contrary.

                  (b)  In  addition,   during  the  five  (5)  days  immediately
preceding the Closing Date, the Station shall have been  operating  continuously
with  substantially  all  of  its  normal  broadcasting  capability  except  for
cessation  or  reductions  for  insignificant  periods  of time  resulting  from
occurrences (such as lightning strikes) over which Seller has no control. Seller
shall have the right to delay  Closing  for a period not to exceed  thirty  (30)
days if Seller  reasonably  determines  that any action to restore  the  Station
substantially all of its normal broadcasting  capability can be completed during
such delay period.

         6.9 Environmental Conditions.  The Environmental Assessment obtained by
Buyer  pursuant to Section  5.10 hereof  shall not have  disclosed  any material
violation of any  Environmental Law at the Real Property which is not removed or
cured by Seller prior to Closing.

                                   ARTICLE VII

                           CONDITIONS PRECEDENT OF THE
                          OBLIGATION OF SELLER TO CLOSE




                                       26




<PAGE>



The obligation of Seller to close the transaction contemplated by this Agreement
is subject to the satisfaction,  on or prior to the closing Date, of each of the
following conditions, unless waived by Seller in writing:

         7.1 Accuracy of Representations and Warranties.

                  (a) The  representations  and warranties of Buyer contained in
this  Agreement  shall be complete and correct in all  material  respects on the
date hereof and at the Closing  Date with the same effect as though made at such
time except for changes that are not materially adverse to Seller.

                  (b) Buyer shall have delivered to Seller on the Closing Date a
certificate  that (i) the condition  specified in Section 7.1(a) is satisfied as
of the Closing Date, and (ii) except as set forth in such  certificate  (none of
which  exceptions  shall be materially  adverse to Buyer's ability to consummate
the transaction  contemplated  hereby),  the conditions specified in Section 7.2
are satisfied as of the Closing Date.

         7.2  Performance  of  Agreements.  Buyer  shall have  performed  in all
material respects all of its covenants,  agreements and obligations  required by
this Agreement and each of the other  Documents to be performed or complied with
by it prior to or upon the Closing Date.

         7.3. FCC and Other Consents.

                  (a) The FCC Order  shall have been issued by the FCC and shall
have become effective under the rules of the FCC.

                  (b)  Conditions  which the FCC Order or any  order,  ruling or
decree of any judicial or administrative  body relating thereto or in connection
therewith  specifies  and requires to be satisfied by Buyer prior to transfer of
the FCC Licenses to Buyer shall have been satisfied by Buyer.

                  (c)  All  other   authorizations,   consents,   approvals  and
clearances of all federal,  state and local  governmental  agencies  required to
permit  the  consummation  by Seller of the  transactions  contemplated  by this
Agreement  shall have been obtained;  all statutory and regulatory  requirements
for such  consummation  shall have been fulfilled;  and no such  authorizations,
consents, approvals or clearances shall contain any conditions that individually
or in the aggregate would have any material adverse effect on Seller.

         7.4  Adverse  Proceedings.  Seller  shall not be subject to any ruling,
decree,  order or injunction  restraining,  imposing material  limitations on or
prohibiting  the  consummation  of  the  transactions  contemplated  hereby.  No
governmental authority having jurisdiction shall have notified any party to this
Agreement  that  consummation  of the  transactions  contemplated  hereby  would
constitute a violation of the laws of the



                                       27




<PAGE>



United  States or of any state or  political  subdivision  or that it intends to
commence  proceedings  to restrain such  consummation  or to force  divestiture,
unless  such  governmental  authority  shall  have  withdrawn  such  notice.  No
governmental  authority  having  jurisdiction  shall  have  commenced  any  such
proceeding.

         7.5 Delivery of Closing Documents and Purchase Price.  Buyer shall have
delivered  or caused to be  delivered  to Seller on the Closing Date each of the
Documents  required to be  delivered  pursuant to Section  8.3, and Seller shall
have received  payment of the Purchase  Price with the form of payment set forth
in Section 2.5.

                                  ARTICLE VIII

                                     CLOSING

         8.1 Time and  Place.  Unless  otherwise  agreed  to in  advance  by the
parties,  Closing  shall take place in person or via facsimile at the offices of
Buyer's counsel in Camarillo,  California, or at such other place as the parties
agree,  at 10:00 A.M.  Pacific Time on the date (the "Closing Date") that is the
later of (i) the fifth Business Day after the  Applicable  Date or (ii) the date
as soon as  practicable  following  satisfaction  or  waiver  of the  conditions
precedent  hereunder.  The "Applicable Date" shall be the date on which issuance
of the FCC Order  without  any  Material  Adverse  Condition  has become a Final
Action.

         8.2  Documents  to be  Delivered  to Buyer by Seller.  At the  Closing,
Seller shall deliver or cause to be delivered to Buyer the following:

                  (a) Certified  resolutions of Seller's Board of Directors (and
shareholders,  if  required by  applicable  law)  approving  the  execution  and
delivery of this Agreement and each of the other  documents and  authorizing the
consummation of the transactions contemplated hereby and thereby.

                  (b)  The certificate required by Section 6.1(b).

                  (c) A bill of sale  and  other  instruments  of  transfer  and
conveyance transferring to Buyer the Tangible Personal Property.

                  (d)  Executed  releases,  in  suitable  form  for  filing  and
otherwise  in form  and  substance  reasonably  satisfactory  to  Buyer,  of any
security  interests  granted in the Sale Assets as security for payment of loans
and other obligations and of any other Liens (other than Permitted Liens).

                  (e)   Required   instruments   of  transfer   and   conveyance
transferring to Buyer the Real Property.




                                       28




<PAGE>



                  (f) An instrument or instruments assigning to Buyer all right,
title and interest of Seller in and to all Station  Agreements  being assumed by
Buyer.

                  (g) An  instrument  assigning  to Buyer all  right,  title and
interest of Seller in the FCC Licenses, all pending applications relating to the
station before the FCC, and any remaining Sale Assets not otherwise conveyed.

                  (h) The opinion of  Seller's  FCC  counsel,  dated the Closing
Date, to the effect set forth in Section 6.5.

                  (i) Such  additional  information and materials as Buyer shall
have  reasonably  requested,  including  without  limitation,  evidence that all
consents and  approvals  required as a condition to Buyer's  obligation to close
hereunder have been obtained.

         8.3 Documents to be Delivered to Seller by Buyer. At the Closing, Buyer
shall deliver or cause to be delivered to Seller the following:

                  (a)  Certified  resolutions  of  Buyer's  Board  of  Directors
approving  the  execution  and delivery of this  Agreement and each of the other
Documents and  authorizing  the  consummation  of the  transaction  contemplated
hereby and thereby.

                  (b)  The Purchase Price as set forth in Section 2.5.

                  (c) The agreement of Buyer assuming the obligations  under any
Station Agreements being assumed by Buyer.

                  (d)  The certificate required under Section 7.1(b).

                  Such additional information and materials as Seller shall have
reasonably requested.

                                   ARTICLE IX

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                                 INDEMNIFICATION

         9.1 Survival of  Representation  and Warranties.  All  representations,
warranties, covenants and agreements contained in this Agreement or in any other
Document shall survive the Closing for the Survival Period and the Closing shall
not be  deemed a waiver  by  either  party of the  representations,  warranties,
covenants  or  agreements  of the other party  contained  herein or in any other
Document.  No claim may be brought  under this  Agreement or any other  Document
unless  written notice  describing in reasonable  detail the nature and basis of
such claim is given on or prior to the last day



                                       29




<PAGE>



of the  Survival  Period;  except  for claims by Buyer for any  amounts  owed by
Seller to Buyer under Section  9.3(a)(v),  which claims may be made at any time.
In the  event  such a notice  is so given,  the  right to  indemnification  with
respect  thereto under this Article shall survive the Survival Period until such
claim is finally  resolved and any  obligations  with respect  thereto are fully
satisfied.  Notwithstanding  the foregoing,  the provisions for survival and the
making of claims shall not apply to the  agreements  whereby  Buyer  assumes the
obligations under Subsection 8.3(c),  each of which agreements shall be governed
by its own terms.

         9.2 Indemnification in General.  Buyer and Seller agree that the rights
to indemnification and to be held harmless set forth in this Agreement shall, as
between the parties  hereto and their  respective  successors  and  assigns,  be
exclusive of all rights to  indemnification  and to be held  harmless  that such
party (or its successors or assigns) would otherwise have by statute, common law
or otherwise.

         9.3      Indemnification by Seller.

                  (a)  Subject to the  provisions  of  Subsection  (b) below and
Section  10.2 below,  Seller shall  indemnify  and hold  harmless  Buyer and any
officer, director, agent, employee and affiliate thereof with respect to any and
all demands, claims, actions, suits, proceedings, assessments, judgments, costs,
losses, damages, liabilities and expenses (including reasonable attorneys' fees)
relating to or arising out of:

                           (i) Any breach or non-performance by Seller of any of
its  representations,  warranties,  covenants  or  agreements  set forth in this
Agreement or any other Documents; or

                           (ii) The  ownership  or  operation  by  Seller of the
Station or the Sale Assets on or prior to the Closing Date; or

                           (iii) All other liabilities and obligations of Seller
other than the Assumed Obligations; or

                           (iv)  Noncompliance  by Seller with the provisions of
the  Bulk  Sales  Act,  if  applicable,   in  connection  with  the  transaction
contemplated hereby; or

                           (v) Any violation of any Environmental Laws by Seller
or the  existence of any  Hazardous  Materials on the Real Property on or before
Closing.

                  (b)  Except  for any  amounts  owed by Seller  to Buyer  under
Section  9.3(a) (iv),  Section  9.3(a)(v)  and Section  2.7, if Closing  occurs,
Seller shall not be  obligated  (a) until the  aggregate  amount of such claims,
liabilities,  damages,  losses,  costs and expenses  exceeds  Buyer's  Threshold
Limitation, in which case Buyer shall then be entitled to



                                       30




<PAGE>



indemnification of the entire aggregate amount, or (b) for any amounts in excess
of the Purchase Price.

         9.4      Indemnification by Buyer.

                  (a)  Subject to the  provisions  of  Subsection  (b) below and
Section  10.2 below,  Buyer shall  indemnify  and hold  harmless  Seller and any
officer, director, agent, employee and affiliate thereof with respect to any and
all demands, claims, actions, suits, proceedings, assessments, judgments, costs,
losses, damages, liabilities and expenses (including reasonable attorneys' fees)
relating to or arising out of:

                           (i) Any breach or  non-performance by Buyer of any of
its  representations,  warranties,  covenants  or  agreements  set forth in this
Agreement or any other Document; or

                           (ii) The  ownership or operation of the Station after
the Closing Date; or

                           (iii) All other liabilities or obligations of Buyer.

                  (b)  Except  for any  amounts  owed by Buyer to  Seller  under
Section  2.7,  if Closing  occurs,  Buyer shall not be  obligated  (a) until the
aggregate  amount  of such  claims,  liabilities,  damages,  losses,  costs  and
expenses exceeds Seller's Threshold Limitation,  in which case Seller shall then
be entitled to  indemnification  of the entire aggregate  amount, or (b) for any
amount in excess of the Purchase Price.

         9.5 Indemnification  Procedures. In the event that an Indemnified Party
may be entitled to indemnification  hereunder with respect to any asserted claim
of, or obligation or liability to, any third party,  such party shall notify the
Indemnifying  Party  thereof,  describing  the matters  involved  in  reasonable
detail,  and the  Indemnifying  Party  shall be  entitled  to assume the defense
thereof upon written  notice to the  Indemnified  Party with counsel  reasonably
satisfactory to the Indemnified Party;  provided,  that once the defense thereof
is assumed by the  Indemnifying  Party,  the  Indemnifying  Party shall keep the
Indemnified  Party advised of all  developments  in the defense  thereof and any
related litigation,  and the Indemnified Party shall be entitled at all times to
participate in the defense thereof at its own expense. If the Indemnifying Party
fails to notify the  Indemnified  Party of its election to defend or contest its
obligation to indemnify  under this Article IX, the  Indemnified  Party may pay,
compromise,  or defend such a claim  without  prejudice to any right it may have
hereunder.

                                    ARTICLE X

                         TERMINATION; LIQUIDATED DAMAGES




                                       31




<PAGE>



         10.1 Termination.  If Closing shall not have previously occurred,  this
Agreement shall terminate upon the earliest of:

                  (a) the giving of written notice from Seller to Buyer, or from
Buyer to Seller, if:

                           (i) Seller gives such  termination  notice and is not
at such time in material  default  hereunder,  or Buyer  gives such  termination
notice and Buyer is not at such time in material default hereunder; and

                           (ii)  Either:

                                    (A) any of the representations or warranties
contained herein of Buyer (if such termination notice is given by Seller), or of
Seller (if such  termination  notice is given by Buyer),  are  inaccurate in any
respect  and  materially  adverse to the party  giving such  termination  notice
unless  the  inaccuracy  has been  induced  by or is the  result of  actions  or
omissions of the party giving such termination notice; or

                                    (B) Any material  obligation to be performed
by Buyer (if such  termination  notice is given by Seller) or by Seller (if such
termination  notice is given by Buyer) is not timely  performed  in any material
respect  unless  the lack of timely  performance  has been  induced by or is the
result of actions or omissions of the party giving such termination notice; or

                                    (C) Any condition (other than those referred
to in foregoing  Clauses (A) and (B)) to the obligation to close the transaction
contemplated  herein of the party  giving such  termination  notice has not been
timely   satisfied;   and  any  such   inaccuracy,   failure   to   perform   or
non-satisfaction  of a  condition  neither has been cured nor  satisfied  within
twenty  (20) days  after  written  notice  thereof  from the party  giving  such
termination  notice nor waived in writing by the party  giving such  termination
notice.

                  (b)  Written  notice  from  Seller to Buyer,  or from Buyer to
Seller,  at any time after June 30, 1997  provided  that  termination  shall not
occur upon the giving of such termination  notice by Seller if Seller is at such
time in material default hereunder or upon the giving of such termination notice
by Buyer if Buyer is at such time in material default hereunder.

                  (c)  Written  notice  from  Seller to Buyer,  or from Buyer to
Seller,  at any time following a  determination  by the FCC that the application
for consent to assignment of the FCC Licenses has been  designated  for hearing;
provided  that the party which is the  subject of the hearing (or whose  alleged
actions or omissions  resulted in the  designation for hearing) may not elect to
terminate under this subsection (c).



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<PAGE>




                  (d)  The written election by Buyer under Article XI.

         10.2     Obligations Upon Termination.

                  (a) In the event this  Agreement  is  terminated  pursuant  to
Section  10.1(a)(ii)(A)  or (B),  the  aggregate  liability  of Buyer for breach
hereunder shall be limited as provided in Subsections (c) and (e), below and the
aggregate liability for Seller for breach hereunder shall be limited as provided
in Subsections (d) and (e), below. In the event this Agreement is terminated for
any other reason, neither party shall have any liability hereunder.

                  (b)  Upon  termination  of  this  Agreement,  Buyer  shall  be
entitled  to the return of the  Earnest  Money from the Escrow  Agent  under the
Escrow  Agreement (i) if such termination is effected by Buyer's giving of valid
written notice to Seller  pursuant to Subsections  10.1(a),  (b) (c) or (d) , or
(ii) if such  termination is effected by Seller's giving of valid written notice
to Buyer pursuant to Subsections 10.1(a)(ii)(C), 10.1(b) or 10.1(c). If Buyer is
entitled to the return of the Earnest Money,  Seller shall  cooperate with Buyer
in taking  such  action as is required  under the Escrow  Agreement  in order to
effect such return from the Escrow Agent.

                  (c) If this  Agreement  is  terminated  by Seller's  giving of
valid  written  notice to Buyer  pursuant to Subsection  10.1(a)(ii)(A)  or (B),
Buyer agrees that Seller shall be entitled to receive upon such termination,  as
liquidated damages and not as a penalty,  the Earnest Money ("Liquidated Damages
Amount").  SELLER'S  RECEIPT OF THE EARNEST  MONEY SHALL  CONSTITUTE  PAYMENT OF
LIQUIDATED  DAMAGES  HEREUNDER  AND NOT A PENALTY,  AND SHALL BE  SELLER'S  SOLE
REMEDY AT LAW OR IN EQUITY FOR  BUYER'S  BREACH  HEREUNDER  IF CLOSING  DOES NOT
OCCUR.  BUYER AND SELLER EACH  ACKNOWLEDGE AND AGREE THAT THE LIQUIDATED  DAMAGE
AMOUNT IS  REASONABLE IN LIGHT OF THE  ANTICIPATED  HARM WHICH WILL BE CAUSED BY
BUYER'S  BREACH  OF THIS  AGREEMENT,  THE  DIFFICULTY  OF  PROOF  OF  LOSS,  THE
INCONVENIENCE AND NON-FEASIBILITY OF OTHERWISE OBTAINING AN ADEQUATE REMEDY, AND
THE VALUE OF THE TRANSACTION TO BE CONSUMMATED HEREUNDER.

                  (d)  Notwithstanding  any  provision of this  Agreement to the
contrary,  but subject to the  provisions  of the following  sentences,  if this
Agreement is terminated by Buyer's giving of written  notice to Seller  pursuant
to Subsection 10.1(a), Buyer shall not be entitled to damages or indemnification
from Seller.  Subject to the following sentence, if Seller attempts to terminate
this  Agreement  under  circumstances  where it is not  entitled to do so, or if
Seller,  by its own  action,  causes a breach of  warranty or fails to satisfy a
condition  (including without limitation a refusal to consummate the transaction
after Buyer has  satisfied all  conditions  to Seller's  obligation to close and
Buyer has



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<PAGE>



demonstrated its willingness and ability to close on the terms set forth in this
Agreement and Buyer is not in default  hereunder)  with the intent of creating a
situation whereby Buyer elects to terminate under Section 10.1(a) and Buyer does
so elect to  terminate,  the monetary  damages,  if any, to which Buyer shall be
entitled  shall be limited to direct  and actual  damages  and shall in no event
exceed  Seventy  Five  Thousand  Dollars  ($75,000)  in  the  aggregate.   If  a
circumstance  described  in the  preceding  sentence  should  arise and if Buyer
establishes that the action of Seller described therein was taken  intentionally
in order to allow Seller to sell or enter into  negotiations to sell the Station
to another  party,  the damages to which  Buyer  shall be entitled  shall not be
limited to direct and actual damages.

                  (e) In any dispute  between Buyer and Seller as to which party
is entitled to all or a portion of the Earnest Money, the prevailing party shall
receive,  in  addition  to that  portion  of the  Earnest  Money  to which it is
entitled,  an amount  equal to interest  on that  portion at the rate of 10% per
annum,  calculated  from the date the  prevailing  party's  demand  for all or a
portion of the Earnest Money is received by the Escrow Agent.

         10.3  Termination  Notice.  Each  notice  given by a party  pursuant to
Section 10.1 to terminate  this  Agreement  shall  specify the  Subsection  (and
clause or clauses  thereof)  of Section  10.1  pursuant  to which such notice is
given.

                                   ARTICLE XI

                                    CASUALTY

         Upon  the  occurrence  of any  casualty  loss,  damage  or  destruction
material to the  operation  of the Station  prior to the  Closing,  Seller shall
promptly  give Buyer written  notice  setting forth in detail the extent of such
loss, damage or destruction and the cause thereof if known. Seller shall use its
reasonable  efforts to promptly commence and thereafter to diligently proceed to
repair or replace any such lost,  damaged or  destroyed  property.  In the event
that such  repair or  replacement  is not fully  completed  prior to the Closing
Date,  Buyer may elect to postpone the Closing until Seller's  repairs have been
fully  completed or to consummate the  transactions  contemplated  hereby on the
Closing  Date,  in which event  Seller  shall assign to Buyer the portion of the
insurance  proceeds (less all reasonable costs and expenses,  including  without
limitation  attorney's  fees,  expenses  and court  costs  incurred by Seller to
collect such amounts),  if any, not  previously  expended by Seller to repair or
replace the damaged or destroyed  property (such  assignment of proceeds to take
place  regardless  of whether the  parties  close on the  scheduled  or deferred
Closing  Date) and Buyer shall accept the damaged  Sale Assets in their  damaged
condition. In the event the loss, damage or destruction causes or will cause the
Station  to be off the air for more than seven (7)  consecutive  days or fifteen
(15) total days, whether or not consecutive,  then Buyer may elect either (i) to
consummate the  transactions  contemplated  hereby on the Closing Date, in which
event Seller shall assign to Buyer the portion of the insurance  proceeds  (less
all reasonable costs and expenses,



                                       34




<PAGE>



including without limitation attorney's fees, expenses and court costs, incurred
by Seller to collect such amounts), if any, not previously expended by Seller to
repair or replace the damaged or destroyed property,  and Buyer shall accept the
damaged  Sale  Assets in their  damaged  condition,  or (ii) to  terminate  this
Agreement.

                                   ARTICLE XII

                               CONTROL OF STATION

         Between the date of this  Agreement and the Closing  Date,  Buyer shall
not control,  manage or supervise the operation of the Station or conduct of its
business,  all of which  shall  remain  the sole  responsibility  and  under the
control of Seller, subject to Seller's compliance with this Agreement.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.1  Further  Actions.  From  time to time  before,  at and  after the
Closing,  each party,  at its expense and without  further  consideration,  will
execute and  deliver  such  documents  to the other party as the other party may
reasonably  request in order more  effectively  to consummate  the  transactions
contemplated hereby.

         13.2 Access After the Closing Date.  After the Closing and for a period
of twelve (12) months, Buyer shall provide Seller, Seller's counsel, accountants
and other representatives with reasonable access during normal business hours to
the books, records, property, personnel, contracts, commitments and documents of
the Station pertaining to transactions  occurring prior to the Closing Date when
requested  by Seller,  and Buyer  shall  retain  such books and  records for the
normal document retention period of Buyer. At the request and expense of Seller,
Buyer shall deliver copies of any such books and records to Seller.

         13.3 Payment of Expenses.

                  (a) Any  fees  assessed  by the  FCC in  connection  with  the
filings  contemplated  by Section  5.2(a) or  consummation  of the  transactions
contemplated hereby shall be shared equally between Seller and Buyer.

                  (b) All state or local sales or use, stamp or transfer,  grant
and  other  similar  taxes  payable  in  connection  with  consummation  of  the
transactions  contemplated  hereby shall be paid by the party  primarily  liable
under applicable law to pay such tax.

                  (c) Except as otherwise  expressly provided in this Agreement,
each of the  parties  shall  bear its own  expenses,  including  the fees of any
attorneys and accountants



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<PAGE>



engaged by such party, in connection with this Agreement and the consummation of
the transactions contemplated herein.

         13.4 Specific Performance. Seller acknowledges that the Station is of a
special,  unique,  and  extraordinary  character,  and that any  breach  of this
Agreement by Seller could not be  compensated  for by damages.  Accordingly,  if
Seller  shall  breach its  obligations  under  this  Agreement,  Buyer  shall be
entitled, in addition to any of the remedies that it may have, to enforcement of
this Agreement (subject to obtaining any required approval of the FCC) by decree
of specific  performance or injunctive  relief  requiring  Seller to fulfill its
obligations  under this Agreement.  In any action by Buyer to equitably  enforce
the provisions of this  Agreement,  Seller shall waive the defense that there is
an  adequate  remedy at law or equity and agrees that Buyer shall have the right
to obtain  specific  performance  of the terms of this  Agreement  without being
required to prove actual damages, post bond or furnish other security.

         13.5  Notices.  All  notices,  demands  or other  communications  given
hereunder  shall be in writing and shall be  sufficiently  given if delivered by
courier or sent by registered or certified mail,  first class,  postage prepaid,
or by telex,  cable,  telegram,  facsimile  machine or similar  written means of
communication, addressed as follows:

                  (a)  if to Seller, to:

                           Radio Systems of Philadelphia, Inc.
                           c/o American Radio Systems
                           116 Huntington Avenue
                           Boston, Massachusetts  02116
                           Attn:    Steven B. Dodge, President
                           Facsimile:  (617) 375-7575

                  Copy (which shall not constitute notice) to:

                           Radio Systems of Philadelphia, Inc.
                           c/o American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, Massachusetts  02116
                           Attn:  Michael Milsom, Vice President/General Counsel
                           Facsimile:  (617) 375-7575

                  (b)  if to Buyer, to:

                           Salem Communications Corporation
                           4880 Santa Rosa Road, Suite 300
                           Camarillo, California  93012
                           Facsimile No.:  (805) 482-7290
                           Attention:  Jonathan L. Block, Esq.
                                       Corporate Counsel


                                       36
<PAGE>




or such other  address  with  respect to any party hereto as such party may from
time to time  notify (as  provided  above) to the other party  hereto.  Any such
notice,  demand or  communication  shall be deemed to have been  given (i) if so
mailed,  as of the close of the third  (3rd)  business  day  following  the date
mailed, and (ii) if personally delivered or otherwise sent as provided above, on
the date received.

         13.6 Entire  Agreement.  This  Agreement,  the  Schedules  and Exhibits
hereto,   and  the  other   Documents   constitute  the  entire   agreement  and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and  supersede  any prior  negotiations,  agreements,  understandings  or
arrangements between the parties with respect to the subject matter hereof.

         13.7 Binding Effect;  Benefits.  Except as otherwise  provided  herein,
this  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto  and  their  respective  successors  or  assigns.  Except  to the  extent
specified herein, nothing in this Agreement, express or implied, shall confer on
any person  other than the parties  hereto and their  respective  successors  or
assigns any rights,  remedies,  obligations or liabilities under or by reason of
this Agreement.

         13.8  Assignment.  This Agreement and any rights hereunder shall not be
assignable by either party hereto without the prior written consent of the other
party.

         13.9 Governing Law. This Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of California,  including
all matters of construction, validity and performance.

         13.10 Bulk Sales.  Buyer hereby  waives  compliance  by Seller with the
provisions of the Bulk Sales Act and similar laws of any state or  jurisdiction,
if applicable.  Seller shall, in accordance with Article IX,  indemnify and hold
Buyer  harmless from and against any and all claims made against Buyer by reason
of such non-compliance.

         13.11  Amendments  and Waivers.  No term or provision of this Agreement
may  be  amended,  waived,  discharged  or  terminated  orally  but  only  by an
instrument in writing  signed by the party against whom the  enforcement of such
amendment,  waiver,  discharge  or  termination  is sought.  Any waiver shall be
effective only in accordance with its express terms and conditions.

         13.12   Severability.   Any  provision  of  this  Agreement   which  is
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the  extent  of such  unenforceability  without  invalidating  the  remaining
provisions hereof, and any such



                                                   37




<PAGE>



unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable  law, the parties  hereto hereby waive any provision of law now or
hereafter in effect which  renders any  provision  hereof  unenforceable  in any
respect.

         13.13  Headings.  The captions in this Agreement are for convenience of
reference  only and  shall not  define  or limit any of the terms or  provisions
hereof.

         13.14  Counterparts.  This  Agreement  may be executed in any number of
counterparts, and by either party on separate counterparts,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.

         13.15  References.  All  references  in this  Agreement to Articles and
Sections  are to Articles  and Sections  contained  in this  Agreement  unless a
different document is expressly specified.

         13.16 Schedules and Exhibits.  Unless otherwise  specified herein, each
Schedule and Exhibit referred to in this Agreement is attached hereto,  and each
such  Schedule and Exhibit is hereby  incorporated  by reference and made a part
hereof as if fully set forth herein.


         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written.

"SELLER"                                          "BUYER "

RADIO SYSTEMS OF                                  VISTA BROADCASTING, INC.
PHILADELPHIA, INC.



By:/s/Steven B. Dodge                             By:/s/Eric H. Halvorson
   ------------------------------                    ---------------------------
         Steven B. Dodge                              Eric H. Halvorson
         President                                    Executive Vice President




                                       38




<PAGE>


LIST OF SCHEDULES


Schedule 3.4                     Required Consents

Schedule 3.6                     Tangible Personal Property.

Schedule 3.7                     Description of Real Property.

Schedule 3.8                     FCC Licenses.

Schedule 3.9                     Station Agreements.


Schedule 3.11                    Labor Matters.

Schedule 3.13                    Legal Matters.

Schedule 3.14                    Environmental Matters.

Schedule 3.15                    Tower Coordinates






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