ASSETS PURCHASE AGREEMENT

                                  by and among

                       AMERICAN RADIO SYSTEMS CORPORATION

                            WGRR LIMITED PARTNERSHIP,

                                       and

                             THE DALTON GROUP, INC.





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                                TABLE OF CONTENTS

                                                                            Page


                         ARTICLE 1  PURCHASE OF ASSETS                        1
         1.1      Transfer of Assets                                          1
         1.2      Excluded Assets                                             3

                      ARTICLE 2  ASSUMPTION OF OBLIGATIONS                    3
         2.1      Assumption of Obligations                                   3
         2.2      Retained Liabilities                                        4

                            ARTICLE 3  CONSIDERATION                          4
         3.1      Delivery of Consideration                                   4
         3.2      Escrow Deposit                                              4
         3.3      Proration of Income and Expenses; Trade Agreements
                    Adjustment                                                5
         3.4      Allocation of Purchase Price                                5

                               ARTICLE 4  CLOSING                             6
         4.1      Closing                                                     6

                        ARTICLE 5  GOVERNMENTAL CONSENTS                      6
         5.1      FCC Consent                                                 6
         5.2      FCC Application                                             6

               ARTICLE 6  REPRESENTATIONS AND WARRANTIES OF BUYER             7
         6.1      Organization and Standing                                   7
         6.2      Authorization and Binding Obligation                        7
         6.3      Qualification                                               7
         6.4      Financial Capability; No Financing Condition                7
         6.5      Absence of Conflicting Agreements or Required Consents      7
         6.6      Commissions or Finder's Fees                                8

               ARTICLE 7  REPRESENTATIONS AND WARRANTIES OF SELLER            8
         7.1      Organization and Standing                                   8
         7.2      Authorization and Binding Obligation                        8
         7.3      Absence of Conflicting Agreements or Required Consents      8
         7.4      Government Authorizations                                   8
         7.5      Compliance with FCC Regulations                            10
         7.6      Taxes                                                      10
         7.7      Personal Property                                          10
         7.8      Contracts                                                  10
         7.9      Status of Contracts                                        10
         7.10     Environmental                                              11
         7.11     Intellectual Property                                      11
         7.12     Financial Statements                                       11
         7.13     Personnel Information                                      12




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         7.14     Litigation                                                 12
         7.15     Compliance With Laws                                       12
         7.16     Employee Benefit Plans                                     13
         7.17     Commissions or Finder's Fees                               13
         7.18     Material Adverse Change                                    13
         7.19     Instruments of Conveyance; Good Title                      13
         7.20     Special Arrangements                                       13
         7.21     Undisclosed Liabilities                                    13
         7.22     Full Disclosure                                            14

                         ARTICLE 8  COVENANTS OF BUYER                       14
         8.1      Closing                                                    14
         8.2      Notification                                               14
         8.3      No Inconsistent Action                                     14
         8.4      Accounts Receivable                                        14
         8.5      Pre-Closing Obligations                                    15

                         ARTICLE 9  COVENANTS OF SELLER                      15
         9.1      Seller's Pre-Closing Covenants                             15
         9.2      Notification                                               17
         9.3      No Inconsistent Action                                     17
         9.4      Closing                                                    17
         9.5      Other Items                                                17
         9.6      Exclusivity                                                17

                          ARTICLE 10  JOINT COVENANTS                        18
         10.1     Confidentiality                                            18
         10.2     Cooperation                                                18
         10.3     Control of Station                                         18
         10.4     Consents to Assignment                                     18
         10.5     Filings                                                    19
         10.6     Bulk Sales Laws                                            19
         10.7     Employee Matters                                           19

                   ARTICLE 11  CONDITIONS OF CLOSING BY BUYER                20
         11.1     Representations, Warranties and Covenants                  20
         11.2     Governmental Consents                                      20
         11.3     Station License Renewal Application                        20
         11.4     Governmental Authorizations                                20
         11.5     Adverse Proceedings                                        20
         11.6     Third-Party Consents                                       21
         11.7     Closing Documents                                          21
         11.8     Pre-Merger Notification                                    21
         11.9     Noncompetition Agreement                                   21
         11.10    No Material Adverse Change                                 21


                                       ii


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                  ARTICLE 12  CONDITIONS OF CLOSING BY SELLER                21
         12.1     Representations, Warranties and Covenants                  21
         12.2     Governmental Consents                                      22
         12.3     Adverse Proceedings                                        22
         12.4     Closing Documents                                          22
         12.5     Noncompetition Agreement                                   22

                 ARTICLE 13  TRANSFER TAXES; FEES AND EXPENSES               22
         13.1     Expenses                                                   22
         13.2     Transfer Taxes and Similar Charges                         22
         13.3     Governmental Filing or Grant Fees                          22

                ARTICLE 14  DOCUMENTS TO BE DELIVERED AT CLOSING             23
         14.1     Seller's Documents                                         23
         14.2     Buyer's Documents                                          23

                   ARTICLE 15  SURVIVAL; INDEMNIFICATION; ETC.               24
         15.1     Survival of Representations, Etc                           24
         15.2     Indemnification                                            25
         15.3     Procedures:  Third Party and Direct Indemnification Claims 25
         15.4     Limitations                                                26
         15.5     Indemnification Procedures Agreement                       26


                         ARTICLE 16  TERMINATION RIGHTS                      26
         16.1     Termination                                                26
         16.2     Liability                                                  27
         16.3     Monetary Damages, Specific Performance and Other Remedies  27
         16.4     Disbursement of Escrow Deposit; Seller's Liquidated
                    Damages                                                  27

                      ARTICLE 17  MISCELLANEOUS PROVISIONS                   28
         17.1     Risk of Loss                                               28
         17.2     Certain Interpretive Matters and Definitions               28
         17.3     Further Assurances                                         28
         17.4     Benefit and Assignment                                     29
         17.5     Amendments                                                 29
         17.6     Headings                                                   29
         17.7     Arbitration                                                29
         17.8     Governing Law                                              30
         17.9     Notices                                                    30
         17.10    Counterparts                                               31
         17.11    No Third Party Beneficiaries                               31
         17.12    Severability                                               31
         17.13    Entire Agreement                                           31

                                       iii


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                         LIST OF SCHEDULES AND EXHIBITS

Schedule          1.2.8             Miscellaneous Excluded Assets
                  3.3.2             Trade Agreements
                  7.4               Station Licenses
                  7.7               Tangible Personal Property
                  7.8               Contracts
                  7.10              Environmental Matters
                  7.11              Intellectual Property
                  7.12              Financial Statements
                  7.13              Personnel Information
                  7.14              Litigation
                  7.15              Compliance With Laws
                  7.16              Employee Benefit Plans

Exhibit           A                 Escrow Agreement
                  B                 Reversal Agreement
                  C                 Noncompetition Agreement
                  D                 Assignment and Assumption Agreement
                  E                 Opinion of Seller's Counsel
                  F                 Opinion of Buyer's Counsel
                  G                 Indemnification Procedures Agreement


                                       iv


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                              AMENDED AND RESTATED
                            ASSETS PURCHASE AGREEMENT


         THIS ASSETS PURCHASE  AGREEMENT (this  "Agreement") is made and entered
this 22nd day of January, 1997 by and among AMERICAN RADIO SYSTEMS CORPORATION.,
a  Delaware  corporation   ("Buyer"),   WGRR  LIMITED  PARTNERSHIP,   a  limited
partnership  organized  under the laws of  Delaware  ("Seller"),  and THE DALTON
GROUP, INC, a Delaware corporation and the general partner of Seller ("DGI").

                                    RECITALS

         WHEREAS,  Seller owns and operates Radio Station  WGRR(FM) in Hamilton,
Ohio  (the  "Station")   pursuant  to  authorizations   issued  by  the  Federal
Communications Commission ("FCC");

         WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain
assets  and  assume  certain  obligations  associated  with  the  ownership  and
operations of the Station,  all on the terms and subject to the  conditions  set
forth herein; and

         WHEREAS,  in order to induce  Buyer to enter into this  Agreement,  the
Seller and DGI are willing to make certain  representations  and  warranties to,
and covenants and agreements with, Buyer; and

         WHEREAS,  Seller,  DGI  and  Buyer's  predecessor  by  merger,  Tsunami
Communications  Inc. had entered into an Assets Purchase  Agreement dated August
29, 1996 which is hereby amended and restated by this agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual  covenants and  agreements  hereinafter  set forth,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1
                               PURCHASE OF ASSETS

         1.1  Transfer  of Assets.  On the terms and  subject to the  conditions
hereof and subject to Section 1.2, on the Closing Date (as hereinafter defined),
Seller  shall sell,  assign,  transfer,  convey and deliver to Buyer,  and Buyer
shall purchase and assume from Seller,  all of the right,  title and interest of
Seller in and to those  assets,  properties,  interests  and rights of Seller of
whatsoever kind and nature, real and personal, tangible and intangible, owned by
Seller as the case may be, wherever situated,  which are used or held for use in
the operation of the Station (the "Station  Assets"),  including Seller's right,
title and  interest  in and to the  assets,  properties,  interests  and  rights
described in this Section 1.1:


<PAGE>

                  1.1.1 the licenses, permits and other authorizations issued to
Seller by any governmental or regulatory authority including those issued by the
FCC (the licenses,  permits and  authorizations  issued by the FCC are hereafter
referred to as the "Station  Licenses") used in connection with the operation of
the Station,  as described in Schedule  7.4,  along with  renewals of such items
between the date hereof and the Closing Date;

                  1.1.2 the  equipment,  office  furniture and fixtures,  office
materials and supplies,  spare parts,  if any, and all other  tangible  personal
property of every kind and  description,  and Seller's rights therein,  owned or
held by Seller and used in connection  with the  operations  of the Station,  as
described or listed in Schedule 7.7, together with any replacements  thereof and
additions  thereto,  made between the date hereof and the Closing Date, and less
any  retirements  or  dispositions  thereof made between the date hereof and the
Closing  Date in the  ordinary  course  of  business  and  consistent  with past
practices of Seller; provided, however, Seller agrees that the value of all such
assets  retired  or  disposed  of in the  ordinary  course of  business  and not
replaced with an asset of like kind and quality shall not exceed  $20,000 in the
aggregate without the written consent of Buyer;

                  1.1.3(a)  all Time  Sales  Agreements  (as  defined in Section
2.1), all Trade Agreements (as defined in Section 2.1), and all other contracts,
agreements,  leases and legally binding  contractual rights of any kind, written
or oral,  relating  to the  operation  of the  Station  and which are  listed in
Schedule  7.8,  and (b) all  contracts,  agreements,  leases  and legal  binding
contractual  rights  entered into or acquired by Seller  between the date hereof
and  the  Closing  Date in the  ordinary  course  of  business  relating  to the
operation  of the  Station,  consistent  with past  practices  of Seller  and in
accordance  with this  Agreement  and with  respect to which Buyer  specifically
agrees,  in  the  exercise  of  its  sole  discretion,   in  writing  to  assume
(collectively, the "Contracts");

                  1.1.4(a)  all of  Seller's  rights in and to the call  letters
"WGRR" and all trademarks,  trade names, service marks, franchises,  copyrights,
including  registrations  and  applications  for  registration  of any of  them,
computer software,  programs and programming material of whatever form or nature
which are used in connection with the operation of the Station,  (b) licenses to
use all  jingles,  slogans,  and  logos  which are used in  connection  with the
operation of the Station, and (c) all other intangible property rights of Seller
which are used in connection with the operation of the Station, all as listed in
Schedule 7.11  (collectively,  the "Intellectual  Property"),  together with any
associated  goodwill and any additions  thereto  between the date hereof and the
Closing Date;

                  1.1.5 all of  Seller's  rights in and to the  Station's  local
public files,  programming  information and studies,  technical  information and
engineering data, news and advertising studies or consulting reports,  marketing
and demographic data, sales  correspondence,  lists of advertisers,  promotional
materials,  credit and sales  reports  and  filings  with the FCC,  all  written
Contracts  to be  assigned  hereunder,  logs,

                                        2

<PAGE>

software  programs  and books and  records  relating  to  employees,  financial,
accounting and operation  matters;  but excluding records relating solely to any
Excluded Assets (as hereinafter defined);

                  1.1.6 all of Seller's rights, if any, under manufacturers' and
vendors'  warranties  relating to items  included in the Station  Assets and all
similar rights,  if any, against third parties relating to items included in the
Station Assets; and

                  1.1.7  except  for  Excluded   Assets,   such  other   assets,
properties,  interests  and rights  owned by Seller that are used in  connection
with the operation of the Station.

                           The Station Assets shall be transferred to Buyer free
and clear of all debts, security interests,  mortgages,  trusts, claims, pledges
or  other  liens,  liabilities,   encumbrances  or  rights  of  third  parties
whatsoever,  other than those  disclosed  in this  Agreement  and the  Schedules
attached  hereto,  and  except for liens for taxes not yet due and  payable  and
statutory liens of landlords (collectively, the "Permitted Liens").

         1.2 Excluded Assets. Notwithstanding anything to the contrary contained
herein, it is expressly  understood and agreed that the Station Assets shall not
include the following  assets along with all rights,  title and interest therein
(the "Excluded Assets"):

                  1.2.1 all cash and cash  equivalents  of Seller on hand and/or
in banks;

                  1.2.2 all accounts receivable or notes receivable for services
performed by Seller in connection with the operation of the Station prior to the
Closing Date;

                  1.2.3 subject to the  limitation set forth in Section 1.1.2 of
this Agreement, all tangible and intangible personal property of Seller disposed
of or  consumed in the  ordinary  course of  business  consistent  with the past
practices of Seller between the date of this Agreement and the Closing Date;

                  1.2.4  all  Time  Sales   Agreements,   Trade  Agreements  and
Contracts  that have  terminated  or expired  prior to the  Closing  Date in the
ordinary course of business consistent with the past practices of Seller;

                  1.2.5 Seller's internal documents relating to the organization
and  structure of the company and the business of the Station,  record books and
such  other  books and  records as pertain  to the  organization,  existence  or
capitalization  of Seller and duplicate  copies of such records as are necessary
to  enable  Seller  to file its tax  returns  and  reports  as well as any other
records or materials  relating to Seller generally and not involving or relating
to the Station Assets or the operation or operations of the Station;


                                        3

<PAGE>
                  1.2.6  contracts of insurance,  and all insurance  proceeds or
claims made by Seller  relating to property or equipment  repaired,  replaced or
restored by Seller prior to the Closing Date;

                  1.2.7 all pension, profit sharing or cash or deferred (Section
401(k)) plans and trusts and the assets thereof and any other  employee  benefit
plan or arrangement and the assets thereof, if any, maintained by Seller; and

                  1.2.8 any right, property or asset described in Schedule 1.2.8
(including without limitation any assets personally owned by the stockholders or
employees of Seller and listed on said Schedule).


                                    ARTICLE 2
                           ASSUMPTIONS OF OBLIGATIONS

         2.1  Assumption  of  Obligations.  Subject  to the  provisions  of this
Section  2.1,  Section 2.2 and Section  3.3,  on the Closing  Date,  Buyer shall
assume and perform in a timely manner the obligations of Seller arising or to be
performed  on or after  the  Closing  Date  under:  (a) the  Contracts;  (b) all
agreements for the sale of advertising time on the Station for cash which do not
have  more  than  twelve  (12)  months  remaining  in their  term  ("Time  Sales
Agreements");  and (c) subject to the  limitations  of Section  3.3 hereof,  all
contracts (i) which are for consideration  other than cash, such as merchandise,
services or promotional consideration ("Trade Agreements"),  (ii) which arise in
the ordinary  course of business  consistent  with the past practices of Seller,
and (iii) the consideration for which is for the benefit of the Station.  All of
the  foregoing   liabilities  and  obligations   shall  be  referred  to  herein
collectively as the "Assumed Liabilities."

         2.2 Retained  Liabilities.  Notwithstanding  anything contained in this
Agreement to the contrary,  Buyer  expressly does not, and shall not,  assume or
agree to pay, satisfy,  discharge or perform and will not be deemed by virtue of
the execution  and delivery of this  Agreement or any  agreement,  instrument or
document delivered pursuant to or in connection with this Agreement or otherwise
by  reason  of or in  connection  with  the  consummation  of  the  transactions
contemplated  hereby  or  thereby,  to have  assumed  or to have  agreed to pay,
satisfy,  discharge or perform,  any liabilities,  obligations or commitments of
Seller  of any  nature  whatsoever  whether  accrued,  absolute,  contingent  or
otherwise  and  whether  or not  disclosed  to  Buyer,  other  than the  Assumed
Liabilities.  All of such  liabilities,  obligations  and  commitments of Seller
described  in this Section 2.2 shall be referred to herein  collectively  as the
"Retained Liabilities."

                                    ARTICLE 3
                                  CONSIDERATION


                                       4
<PAGE>


         3.1 Delivery of  Consideration.  In  consideration  for the sale of the
Station  Assets to Buyer and the  assumption  of certain  obligations  of Seller
pursuant  to Section 2.1 above,  Buyer  shall,  at the  Closing (as  hereinafter
defined) deliver to Seller Thirty Million Dollars ($30,000,000) by wire transfer
of immediately available funds, subject to adjustment pursuant to the provisions
of Sections 3.2 and 3.3 below (the "Purchase Price").


         3.2 Escrow Deposit. (a) Concurrently with the execution and delivery of
this Agreement,  Buyer, Seller and Media Venture Partners, Ltd., as Escrow Agent
(the  "Escrow  Agent"),  shall  enter  into an Escrow  Agreement  in the form of
Exhibit A hereto (the "Escrow Agreement")  pursuant to which Buyer shall deposit
the amount  described  below as a deposit on the amount of the  Purchase  Price.
Such  amounts  held in escrow  shall be applied  as set forth  herein and in the
Escrow Agreement.

                  (b) Pursuant to the terms of the Escrow Agreement, Buyer shall
wire  transfer  Three  Million   Dollars   ($3,000,000)  to  an  escrow  account
established  pursuant to the Escrow  Agreement  (the "Escrow  Deposit").  At the
Closing, the Escrow Deposit shall be applied to the Purchase Price to be paid to
Seller  and the  interest  accrued  thereon  shall  be paid  to  Buyer.  If this
Agreement is not  consummated,  the Escrow  Deposit shall be paid as provided in
Section 16.4 hereof.

         3.3      Proration of Income and Expenses; Trade Agreements Adjustment.

                  3.3.1 Except as  otherwise  provided  herein,  all prepaid and
deferred  income and  expenses  relating  to the  Station  Assets or the Assumed
Liabilities  and arising from the conduct of the business and  operations of the
Station shall be prorated  between Buyer and Seller in accordance with generally
accepted  accounting  principles  as of  11:59  pm.  Eastern  time,  on the date
immediately  preceding the Closing Date. Such prorations shall include,  without
limitation,  all ad valorem, real estate and other property taxes (but excluding
taxes  arising by reason of the transfer of the Station  Assets as  contemplated
hereby which shall be paid as set forth in Section  13.2),  business and license
fees,  music and other  license  fees  (including  any  retroactive  adjustments
thereof,  which  retroactive  adjustments shall not be subject to the ninety-day
limitation set forth in Section 3.3.3), utility expenses, Time Sales Agreements,
amounts due under Contracts,  Trade Agreements to the extent provided in Section
3.3.2 hereof,  rents and similar prepaid and deferred  items.  Real estate taxes
shall be apportioned on the basis of taxes assessed for the preceding year, with
a reapportionment as soon as the new tax rate and valuation can be ascertained.

                  3.3.2  Schedule 3.3.2 lists all Trade  Agreements  included in
the Station Assets and the contract end date for each Trade  Agreement  together
with  an  itemized  statement  of the  aggregate  value  of time  owed  ("Barter
Payable")  pursuant to each of the Trade  Agreements and the aggregate  value of
goods and services to be received ("Barter  Receivable") pursuant to each of the
Trade Agreements,  in each case as of the end of the month immediately preceding
the date hereof.  Within ten (10) calendar  days after the Closing Date,  Seller
shall deliver to Buyer a report, dated as of the


                                       5

<PAGE>

Closing Date (the  "Closing  Date Trade  Report"),  which report lists all Trade
Agreements  included in the Station  Assets and the  contract  end date for each
Trade  Agreement  together with an itemized  statement of the aggregate value of
the  Barter  Payable  and  Barter  Receivable  pursuant  to  each  of the  Trade
Agreements.  To the extent that the aggregate  value as reflected on the Closing
Date Trade Report of the Station's  Barter Payable is greater than the aggregate
value as reflected on the Closing Date Trade Report of the Barter  Receivable by
an amount in excess of Ten Thousand Dollars  ($10,000),  Buyer shall be entitled
to receive the  difference  and Seller shall pay such  difference  to Buyer upon
delivery of the Closing Date Trade Report.

                  3.3.3 Except as otherwise  provided herein, the prorations and
adjustments  contemplated by this Section 3.3, to the extent practicable,  shall
be made on the Closing Date. As to those  prorations and adjustments not capable
of being  ascertained on the Closing Date, an adjustment and proration  shall be
made within ninety (90) calendar days of the Closing Date.

                  3.3.4 In the event of any  disputes  between the parties as to
such  adjustments  contemplated  by this Section 3.3, the amounts not in dispute
shall  nonetheless  be paid at the  time  provided  in  Section  3.3.3  and such
disputes  shall be  determined by an  independent  certified  public  accountant
mutually acceptable to the parties, and the fees and expenses of such accountant
shall be paid one-half by Seller and one-half by Buyer.

         3.4 Allocation of Purchase Price. The Purchase Price shall be allocated
among  the  Station  Assets in a manner  mutually  agreeable  to both  Buyer and
Seller, and such allocation shall be completed prior to Closing unless otherwise
agreed  to by the  parties.  Seller  and  Buyer  agree  to use  the  allocations
determined by Buyer for all tax purposes,  including without  limitation,  those
matters  subject  to  Section  1060 of the  Internal  Revenue  Code of 1986,  as
amended.

                                    ARTICLE 4
                                     CLOSING

         4.1.  Closing.  Except as otherwise  mutually  agreed upon by Buyer and
Seller, the consummation of the transactions contemplated herein (the "Closing")
shall occur  within ten (10)  business  days after the later to occur of (a) the
satisfaction or waiver of each condition to closing  contained  herein,  and (b)
the date that grant of the FCC  Consent  as defined in Section  5.1 has become a
Final Order (as defined below) (the "Closing Date");  provided, that Buyer (upon
not less than five (5) business  days'  notice to Seller of its  intention to so
proceed) may in its sole discretion  waive the requirement  that the FCC Consent
be a Final Order and elect (subject to clause (a) above) to close at any time on
or after the date on which the grant of the FCC Consent becomes  effective under
the FCC's rules;  provided  further,  however,  that the Closing shall not occur
prior to January 2, 1997, unless the Seller so consents in writing. In the event
that the Closing  Date occurs  before the FCC Consent has become a Final  Order,
the parties  shall on the Closing Date enter into a "Reversal  Agreement" in the
form of


                                       6

<PAGE>

Exhibit B hereto.  For purposes of this  Agreement,  "Final Order" (and "Final")
means an FCC Consent which is no longer subject to  reconsideration or review by
the FCC or a court of competent  jurisdiction.  The Closing shall be held in the
offices of Buyer,  or at such place and in such manner as the parties hereto may
agree.

                                    ARTICLE 5
                              GOVERNMENTAL CONSENTS

         5.1 FCC Consent. It is specifically  understood and agreed by Buyer and
Seller that the  Closing and the  assignment  of the  Station  Licenses  and the
transfer of the Station Assets is expressly conditioned on and is subject to the
prior  consent and approval of the FCC of the  transaction  contemplated  hereby
without the  imposition  of any  conditions  materially  adverse to Buyer or any
Affiliate of Buyer (an  Affiliate  being a company or entity owned by Buyer,  or
which has a majority of its  ownership  held by the same  individuals  who own a
majority of the ownership interest in Buyer, as such ownership has been reported
to the FCC) (the "FCC Consent").

         5.2 FCC  Application.  On or before  January  17, 1997 Buyer and Seller
shall withdraw the assignment  application filed with the FCC and given File No.
BALH-960904GF,  and shall file an  application  with the FCC for the FCC Consent
(the "FCC  Application").  Buyer and Seller shall  prosecute the FCC Application
with all reasonable diligence and otherwise use all reasonable efforts to obtain
the FCC Consent as  expeditiously  as practicable  (but neither Buyer nor Seller
shall have any obligation to satisfy complainants or the FCC by taking any steps
which would have a material  adverse  effect upon Buyer or Seller or upon any of
their  Affiliates).  If the FCC Consent imposes any condition on Buyer or Seller
or any of their  respective  Affiliates,  such  party  shall use all  reasonable
efforts to comply with such condition; provided, however, that neither Buyer nor
Seller shall be required  hereunder to comply with any condition that would have
a material adverse effect upon it or any of its Affiliates.  If  reconsideration
or judicial review is sought with respect to the FCC Consent, the party affected
shall oppose such efforts for reconsideration or judicial review so long as this
Agreement  is in  effect;  provided,  however,  that  nothing  herein  shall  be
construed to limit either party's right to terminate this Agreement  pursuant to
Article 16 hereof.


                                    ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby makes the  following  representations  and  warranties  to
Seller, each of which is true and correct on the date hereof,  shall survive the
Closing and shall be  unaffected  by any  investigation  heretofore or hereafter
made by Seller:

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


                                        7


<PAGE>

         6.2  Authorization  and  Binding  Obligation.  Buyer has all  necessary
corporate  power and authority to enter into and perform this  Agreement and the
transactions  contemplated hereby, and to own or lease the Station Assets and to
carry on the business of the Station upon the  consummation of the  transactions
contemplated by this Agreement.  Buyer's execution,  delivery and performance of
this  Agreement  and the  transactions  contemplated  hereby  have been duly and
validly  authorized  by all necessary  action on its part and,  assuming the due
authorization,  execution  and  delivery  of  this  Agreement  by  Seller,  this
Agreement will constitute the valid and binding obligation of Buyer, enforceable
against it in  accordance  with its terms,  except as limited by laws  affecting
creditors' rights or equitable principles generally.

         6.3 Qualification. To the best of Buyer's knowledge, there are no facts
which, under the  Communications Act of 1934, as amended,  or the existing rules
and regulations of the FCC, would disqualify Buyer as an assignee of the Station
Licenses,  and Buyer is otherwise financially qualified under the Communications
Act of 1934, as amended, and all other applicable federal, state and local laws,
rules and regulations, to acquire the Station Assets from Seller.

         6.4  Financial  Capability;  No  Financing  Condition.  The  Buyer  has
available  committed  funds  sufficient  to pay the  Purchase  Price.  The Buyer
understands that its obligations to effect the transactions  contemplated hereby
are not subject to the availability to Buyer of financing  sufficient to pay the
Purchase Price.

         6.5 Absence of Conflicting  Agreements or Required Consents.  Except as
set  forth in  Article 5 hereof  with  respect  to  governmental  consents,  the
execution,  delivery and  performance  of this  Agreement  by Buyer:  (a) do not
require the consent of any third party not affiliated  with Buyer;  (b) will not
violate  any  applicable  law,  judgment,   order,  injunction,   decree,  rule,
regulation or ruling of any governmental  authority to which Buyer is a party or
conflict with the Articles of  Incorporation  or By-Laws of Buyer;  and (c) will
not, either alone, with the giving of notice or the passage of time, or both, or
with the receipt of any  necessary  consent of a third party as specified in (a)
above,  conflict  with,  constitute  grounds for  termination  of or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
any agreement, instrument, license or permit to which Buyer is now subject.

         6.6  Commissions  or  Finder's  Fees.  Neither  Buyer nor any person or
entity acting on behalf of Buyer has agreed to pay a commission, finder's fee or
similar  payment in connection  with this Agreement or any matter related hereto
to any person or entity, other than to Media Venture Partners.  Ltd., whose fees
will be paid by Buyer.  To the  extent  that  Buyer may have  engaged  any other
person or entity to whom a  commission,  finder's fee or similar  payment may be
due,  Buyer  agrees  to pay any  and all  such  obligations  and to hold  Seller
harmless.


                                        8


<PAGE>

                                    ARTICLE 7
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller makes the  following  representations  and  warranties to Buyer,
each of which is true and  correct  on the date  hereof  and shall  survive  the
Closing for the period specified herein:

         7.1  Organization  and Standing.  Seller is a limited  partnership duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to own, lease and operate the
Station  Assets  and to  carry  on the  business  of the  Station  as now  being
conducted  and as  proposed  to be  conducted  between  the date  hereof and the
Closing Date.

         7.2  Authorization  and  Binding  Obligation.  Seller has the power and
authority,  and has  taken  all  necessary  and  proper  action,  corporate  and
otherwise,  to enter into and  perform  this  Agreement  and to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly  authorized,
executed and delivered by Seller and, assuming the due authorization,  execution
and  delivery  of this  Agreement  by Buyer,  constitutes  the valid and binding
obligation of Seller enforceable against it in accordance with its terms, except
as limited by laws affecting the  enforcement of creditor's  rights or equitable
principles generally.

         7.3 Absence of Conflicting  Agreements or Required Consents.  Except as
set forth in Article 5 with respect to governmental consents and in Schedule 7.8
with respect to consents  required in connection  with the assignment of certain
Contracts, the execution,  delivery and performance of this Agreement by Seller:
(a)  do  not  require  the  consent  of  any  third  party  (including,  without
limitation,  the  consent of any  governmental,  regulatory,  administrative  or
similar  authority);  (b) will not  conflict  with,  result  in a breach  of, or
constitute a violation of or default under, the provisions of Seller's  articles
of organization,  by-laws or other  governance  documents or any applicable law,
judgment,  order,  injunction,   decree,  rule,  regulation  or  ruling  of  any
governmental  authority  to which Seller or any owner of Seller is a party or by
which Seller,  any owner of Seller or any of the Station  Assets are bound;  (c)
will not,  either alone or with the giving of notice or the passage of time,  or
both, conflict with, constitute grounds for termination of or result in a breach
of the terms,  conditions or provisions of, or constitute a default  under,  any
Contract, Trade Agreement, Time Sales Agreement, agreement,  instrument, license
or permit to which Seller or any of the Station  Assets is now subject;  and (d)
will not result in the creation of any lien, charge or encumbrance on any of the
Station Assets.

         7.4 Government Authorizations.

                  7.4.1 Schedule 7.4 hereto contains a true and complete list of
the Station Licenses and other licenses,  permits or other  authorizations  from
governmental  and  regulatory  authorities  which are  required  for the  lawful
conduct of the business and  operations  of the Station in the manner and to the
full extent they are presently

                                        9


<PAGE>

conducted. Seller has delivered to Buyer true and complete copies of the Station
Licenses and the other licenses,  permits and authorizations  listed in Schedule
7.4, including any and all amendments and other modifications thereto.

                  7.4.2  Seller is the  authorized  legal  holder of the Station
Licenses and other licenses,  permits and authorizations listed in Schedule 7.4,
none of which is subject to any  restrictions or conditions which would limit in
any respect the full operation of the Station as now operated.

                  7.4.3  Except  as set  forth in  Schedule  7.4,  there  are no
applications,  and to the best of Seller's knowledge,  complaints,  petitions or
proceedings  pending or threatened  before the FCC or any other  governmental or
regulatory  authority relating to the business or operations of the Station. The
Station Licenses and the other licenses,  permits and  authorizations  listed in
Schedule 7.4 are in good standing, are in full force and effect and, to the best
of Seller's  knowledge,  and are  unimpaired by any act or omission of Seller or
its owners, officers,  directors or employees. The operations of the Station are
in accordance with the Station Licenses and the underlying  construction permits
and the other licenses, permits and authorizations listed in Schedule 7.4 in all
material  respects.  No  proceedings  are  pending  or, to the best of  Seller's
knowledge,  threatened,  and there has not been any act or omission of Seller or
any of it owners,  officers,  directors  or  employees,  which may result in the
revocation,  modification,  non-renewal  or  suspension  of any  of the  Station
Licenses or the other licenses,  permits and  authorizations  listed in Schedule
7.4,  the denial of any  pending  applications,  the  issuance  of any cease and
desist order,  the  imposition of any  administrative  actions by the FCC or any
other governmental or regulatory  authority with respect to the Station Licenses
or the other  licenses,  permits and  authorizations  listed in Schedule  7.4 or
which may affect Buyer's ability to continue to operate the Station as it is now
being operated.

                  7.4.4 The Station is  licensed by the FCC to operate  with the
facilities set forth in its license.

                  7.4.5  To  Seller's  knowledge,  the  Station  is not  causing
material objectionable  interference to the transmissions of any other broadcast
station or  communications  facility nor has the Station received any complaints
with respect  thereto.  To Seller's  knowledge,  no other  broadcast  station or
communications  facility  is  causing  material  objectionable  interference  to
respective  transmissions  of the  Station  or the  public's  reception  of such
transmissions.

                  7.4.6  Seller  has no  reason  to  believe  that  the  Station
Licenses and the other licenses,  permits  authorizations listed in Schedule 7.4
will not be renewed in their ordinary course.

                  7.4.7 All reports,  forms and statements  required to be filed
by Seller with the FCC with  respect to the Station  during  Seller's  ownership
have been timely

                                       10


<PAGE>

filed and are  substantially  complete and accurate,  unless a failure to timely
file  would  have no  material  adverse  effect  on the  assets  to be  conveyed
hereunder.

                  7.4.8 To the best  knowledge  of  Seller,  there  are no facts
which, under the  Communications Act of 1934, as amended,  or the existing rules
and regulations of the FCC, would  disqualify  Seller as assignor of the Station
Licenses.

         7.5 Compliance with FCC  Regulations.  The operation of the Station and
all of the Station  Assets are in compliance in all material  respects with: (a)
all applicable FCC rules; and (b) all other applicable federal,  state and local
rules,  regulations,  requirements and policies,  including, but not limited to,
equal employment  opportunity  policies of the FCC, all applicable  painting and
lighting  requirements of the FCC and the Federal  Aviation  Administration  and
ANSI  Radiation  Standards  C95.1 - 1992 to the extent  required to be met under
applicable  FCC rules and  regulations,  and to the best of Seller's  knowledge,
there are no existing claims to the contrary.

         7.6  Taxes.  There are no  present  disputes  as to taxes of any nature
payable by Seller which in any event could  adversely  affect any of the Station
Assets or the operation of the Station by Buyer. Seller does not and will not in
the future have any  liability,  fixed or  contingent,  for any unpaid  federal,
state or local taxes or other  governmental  or  regulatory  charges  whatsoever
(including without limitation  withholding and payroll taxes) which could result
in a lien on the Station Assets after conveyance thereof to Buyer or, except for
Permitted Liens, in any other form of transferee liability to Buyer.

         7.7  Personal  Property  Schedule  7.7  hereto  contains  a list of all
material items of tangible  personal property owned by Seller and used or useful
in the conduct of the business and operations of the Station.  Schedule 7.7 also
separately  lists  any  material  tangible  personal  property  leased by Seller
pursuant  to leases  included  within  the  Contracts.  Except as  disclosed  in
Schedule 7.7,  Seller has, and following the Closing,  Buyer will have, good and
marketable  title to all of the  Station  Assets  (other  than those  subject to
lease) and,  except for  Permitted  Liens,  none of the Station  Assets owned by
Seller at the  Closing  will be,  subject to any  security  interest,  mortgage,
pledge, lease,  license,  lien,  encumbrance,  title defect or other charge. The
properties listed in Schedule 7.7,  including those properties  subject to lease
and included among the Contracts,  list all material  tangible personal property
necessary to operate the Station as it is now being operated. All material items
of  tangible  personal  property  included  in the  Station  Assets  are in good
operating  condition and repair (ordinary wear and tear excepted),  are suitable
for the purposes for which they are now being used.

         7.8  Contracts.  Schedule 7.8 lists all  Contracts to which Seller is a
party, or which are binding on Seller,  as of the date of this Agreement.  Those
Contracts  requiring  the  consent of a third party to  assignment  to Buyer are
identified by an asterisk in Schedule 7.8. Those Contracts that Seller and Buyer
have agreed are material to the  operation  of the Station  Assets and the valid
assignment  of  which  to  Buyer  is a  condition  to  the  consummation  of the
transactions  contemplated  hereby

                                       11


<PAGE>

(the  "Material  Contracts")  are  listed on  Schedule  7.8  under  the  heading
"Material Contracts."

         7.9  Status  of  Contracts.  Seller  has made  available  to Buyer  for
inspection  true and  complete  copies  of all  written  Contracts  and true and
complete  memoranda  or other  description  of the terms of all oral  Contracts,
including any and all amendments and other modifications to such Contracts.  All
of the  Contracts  are in full  force and  effect  and are  valid,  binding  and
enforceable in accordance with their respective terms, except as limited by laws
affecting  creditors'  rights or  equitable  principles  generally.  Seller  has
complied in all respects with all such Contracts and is not in default under any
of such  Contracts,  and, to its  knowledge,  no other  contracting  party is in
default under any of such Contracts.

         7.10  Environmental.  Except as set forth in Schedule 7.10,  Seller has
complied  with all  federal,  state  and  local  environmental  laws,  rules and
regulations  as in effect on the date hereof  applicable  to the Station and its
operations,  including  but not  limited to the FCC's  guidelines  regarding  RF
radiation.  To the best of Seller's knowledge,  the technical equipment included
in the  Station  Assets  does not  contain  any  PCBs.  To the best of  Seller's
knowledge,  no hazardous or toxic waste,  substance,  material or pollutant  (as
those or  similar  terms  are  defined  under  the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, as amended,  42 U.S.C. ss.ss.
9601 et seq., Toxic Substances  Control Act, 15 U.S.C.  ss.ss. 2601 et seq., the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901 et seq. or
any  other  applicable  federal,  state and local  environmental  law,  statute,
ordinance,  order,  judgment,  rule or regulation relating to the environment or
the  protection  of human  health  ("Environmental  Laws")),  including  but not
limited to, any asbestos or asbestos related products, oils or petroleum-derived
compounds, CFCs, PCBs, or underground storage tanks, have been released, emitted
or discharged or are currently located in, on, under, or about the real property
on which the Station  Assets are situated  including  the  transmitter  sites or
contained in the tangible  personal  property included in the Station Assets. To
the best of Seller's knowledge,  the Station Assets and Seller's use thereof are
not in  violation  of any  Environmental  Laws or any  occupational,  safety and
health or other applicable law now in effect. Seller shall be, as of the Closing
Date and thereafter,  solely responsible for all environmental  liabilities,  of
whatsoever  kind and nature,  arising out of or attributable to the operation or
ownership of the Station Assets prior to the Closing Date.

         7.11  Intellectual  Property.  Schedule  7.11  hereto  is a list of all
Intellectual Property to be assigned to Buyer which is applied for, issued to or
owned by Seller or under which  Seller is a licensee  and used in the conduct of
the business  and  operations  of the  Station.  Except as set forth in Schedule
7.11: (a) all of the Intellectual  Property is issued or licensed to or owned by
Seller;  (b)  all  computer  software  located  at the  Station  or  used in the
operation  of the Station is properly  licensed and  authorized;  and (c) all of
Seller's right, title and interest in and to the Intellectual  Property shall be
assignable to Buyer on the Closing  Date. To the extent any of the  Intellectual
Property is licensed to Seller,  such interest is valid and uncontested.  Seller
has not

                                       12


<PAGE>

received   written  notice  of  any   infringements  or  unlawful  use  of  such
Intellectual Property in connection with the operation of the Station.

         7.12 Financial Statements. Seller has provided to Buyer complete copies
of the balance  sheets,  income  statements  and  statements of cash flow of the
Seller as of and for the fiscal year ended December 31, 1995,  together with the
balance sheets,  income  statements and statements of cash flow of the Seller as
of  and  for  the  end  of the  month  immediately  preceding  the  date  hereof
(collectively,  the "Financial  Statements").  The Financial Statements are (and
the Interim  Financial  Statements  (as  hereinafter  defined in Section  9.1.8)
provided pursuant to the terms hereof will be) true, correct and complete in all
material  respects  and  have  been  (and in the case of the  Interim  Financial
Statements, will be) prepared in accordance with the books and records of Seller
and in accordance with generally  accepted  accounting  principles  consistently
applied and  maintained  throughout  the periods  indicated,  except as has been
disclosed in Schedule  7.12. The Financial  Statements  present (and the Interim
Financial  Statements will present) fairly the financial  condition,  results of
operations  and cash flow of the Seller (and  particularly  the Station) for the
periods indicated.  The financial  information  within the Financial  Statements
does not  include  (and the  financial  information  to be  within  the  Interim
Financial  Statements will not include) financial  information  unrelated to the
operations of the Station.  None of the Financial  Statements  understates  (and
none of the Interim  Financial  Statements  will  understate) the true costs and
expenses of conducting  the business and  operations  of the Station,  fails (or
will fail) to disclose any material liability, or inflates (or will inflate) the
revenues  of the  Station  for any  reason.  December  31,  1995 is  hereinafter
referred to as the "Financial Statement Date."

         7.13 Personnel Information.

                  7.13.14 Schedule 7.13 contains a true and complete list of all
persons  employed at the  Station,  including  date of hire,  a  description  of
material compensation  arrangements (other than employee benefit plans set forth
in Schedule 7.16) and a list of other terms of any and all agreements  affecting
such persons and their employment by Seller.

                  7.13.15  Seller is not a party to any  contract  or  agreement
with any labor  organization,  nor has Seller  agreed to recognize  any union or
other  collective  bargaining  unit,  nor has,  any  union  or other  collective
bargaining  unit been  certified  as  representing  any of  employees of Seller.
Seller has no knowledge of any organizational  effort currently being made by or
on behalf of any labor union with respect to employees of Seller.

                  7.13.16 Except as disclosed in Schedule 7.13,  Seller,  to its
knowledge,  has complied in all material  respects with all laws relating to the
employment of labor,  including,  without  limitation,  the Employee  Retirement
Income  Security Act of 1974, as amended  ("ERISA"),  and those laws relating to
wages,  hours,   collective   bargaining,

                                       13


<PAGE>

unemployment insurance, workers' compensation,  equal employment opportunity and
payment and withholding of taxes.

         7.14  Litigation.  Except as set forth in Schedule 7.14,  Seller is not
subject to any judgment, award, order, writ, injunction, arbitration decision or
decree  relating to the conduct of the business or the  operation of the Station
or any of the Station Assets, and there is no litigation, administrative action,
arbitration,  proceeding  or  investigation  pending or, to Seller's  knowledge,
threatened  against Seller or the Station in any federal,  state or local court,
or  before  any  administrative   agency  or  arbitrator   (including,   without
limitation, any proceeding which seeks the forfeiture of, or opposes the renewal
of, any of the Station  Licenses),  or before any other tribunal duly authorized
to resolve disputes.  In particular,  but without limiting the generality of the
foregoing,  there are no applications,  complaints or proceedings pending or, to
Seller's  knowledge,  threatened  before  the  FCC  or  any  other  governmental
organization with respect to the business or operations of the Station.

         7.15 Compliance With Laws. Except as set forth in Schedule 7.15, Seller
is  not in  violation  of,  and  has  not  received  any  notice  asserting  any
non-compliance  by it in connection  with the operation of the Station or use or
ownership of any of the Station  Assets with, any  applicable  statute,  rule or
regulation,  whether federal, state or local, in any material respect. Seller is
not in default in any  material  respect with  respect to any  judgment,  order,
injunction or decree of any court,  administrative  agency or other governmental
authority  or any other  tribunal  duly  authorized  to resolve  disputes  which
relates to the transactions contemplated hereby. Seller is in full compliance in
all  material  respects  with all  laws,  regulations  and  governmental  orders
applicable to the conduct of the business and operations of the Station, and its
present use of the Station Assets does not violate any of such laws, regulations
or orders in any material respect.  The provisions of Section 7.10 shall prevail
over the  provisions  of this  Section  7.15 to the extent of any  inconsistency
between them.

         7.16 Employee Benefit Plans. Schedule 7.16 contains a true and complete
list as of the date of this Agreement of all employee  benefit plans  applicable
to the  employees  of Seller  employed at the Station,  and a brief  description
thereof. Seller does not maintain any other employee benefit plan as the term is
defined in Section 3 of the Employee  Retirement Income Security Act of 1974, as
amended, applicable to the employees of Seller employed at the Station.

         7.17 Commissions or Finder's Fees.  Neither Seller,  its owners nor any
person or entity  acting on  behalf of Seller  has  agreed to pay a  commission,
finder's fee or similar  payment in connection with this Agreement or any matter
related  hereto to any person.  To the extent  that Seller may have  engaged any
person or entity to whom a  commission,  finder's fee or similar  payment may be
due,  Seller  agrees  to pay any  and all  such  obligations  and to hold  Buyer
harmless.

         7.18 Material Adverse Change.  Since the Financial Statement Date there
has been no  Material  Adverse  Change,  which  shall mean that:  (a) Seller has
conducted

                                       14


<PAGE>

the  business of the Station only in the ordinary  course  consistent  with past
practices;  (b) Seller has continued all  practices,  policies,  procedures  and
operations  relating  to  the  Station  in  substantially  the  same  manner  as
previously,  including  without  limitation,  sales,  promotions,   advertising,
bookkeeping  and record  keeping  practices  and policies,  consistent  with the
Station's  budget  provided  to Buyer by  Seller;  (c) there has been no damage,
destruction,  or loss affecting any of the Station Assets not repaired  pursuant
to the  provisions  of Section  17.1  hereof;  and (d)  Seller has not  created,
assumed, or suffered any default in any debt of the Station.

         7.19  Instruments  of  Conveyance;  Good Title.  The  instruments to be
executed by Seller and delivered to Buyer at the Closing,  conveying the Station
Assets to Buyer,  will transfer good and marketable title to the Assets free and
clear  of  all  liabilities   (absolute  or  contingent),   security  interests,
mortgages,   pledges,   liens,   obligations  and  encumbrances,   except  those
obligations disclosed in this Agreement or in the schedules attached hereto.

         7.20 Special  Arrangements.  Seller has  disclosed to Buyer any and all
arrangements  with  ASCAP,  BMI,  radio  representatives,  vendors  of goods and
services and all other  entities  under which Seller  enjoys a discount or other
benefit.

         7.21 Undisclosed  Liabilities.  To Seller's knowledge,  no liability or
obligation of any nature,  whether accrued,  absolute,  contingent or otherwise,
relating  to Seller,  the  Station or the  Station  Assets  exists  which is not
otherwise disclosed herein and which could, after the Closing result in any form
of transferee liability against Buyer or subject the Station Assets to any lien,
encumbrance,  claim,  charge,  security  interest or  imposition  whatsoever  or
otherwise  affect the full, free and  unencumbered  use of the Station Assets by
Buyer.

         7.22 Full  Disclosure.  No  representation  or warranty  made by Seller
contained in this Agreement nor any  certificate,  document or other  instrument
furnished or to be furnished by Seller  pursuant hereto contains or will contain
any  untrue  statement  of a material  fact,  or omits or will omit to state any
material  fact required to make any  statement  contained  herein or therein not
misleading.  Seller  is not  aware of any  impending  or  contemplated  event or
occurrence that would cause any of the foregoing  representations not to be true
and complete on the date of such event or occurrence as if made on that date.

                                    ********

         Whenever in this Article 7 a warranty or representation is qualified by
a word or phrase referring to Seller's  knowledge,  it shall mean to the best of
such party's  actual  knowledge  after having made due inquiry of the directors,
officers,  owners,  attorneys,  accountants  and  agents of Seller  who would be
expected to have  knowledge of the matter,  and with respect to the condition of
any Station Assets, records or other objects, after having inspected it.




                                       15


<PAGE>

                                    ARTICLE 8
                               COVENANTS OF BUYER

         8.1 Closing.  Subject to Article 11 hereof,  on the Closing Date, Buyer
shall  purchase  the Station  Assets from Seller as provided in Article 1 hereof
and shall  assume the  Assumed  Liabilities  of Seller as  provided in Article 2
hereof.

         8.2  Notification.   Buyer  shall  notify  Seller  of  any  litigation,
arbitration  or  administrative   proceeding   pending  or,  to  its  knowledge,
threatened against Buyer which challenges the transactions contemplated hereby.

         8.3 No Inconsistent Action. Buyer shall not take any other action which
is materially inconsistent with its obligations under this Agreement or take any
action  which would  cause any  representation  or  warranty of Buyer  contained
herein to be or  become  false or  invalid  or which  could  hinder or delay the
consummation of the transactions contemplated by this Agreement.


         8.4  Accounts   Receivable.   Buyer   acknowledges  that  all  accounts
receivable arising prior to the Closing Date in connection with the operation of
the Station,  including but not limited to accounts  receivable for  advertising
revenues for programs and announcements  performed prior to the Closing Date and
other broadcast revenues for services performed prior to the Closing Date, shall
remain the property of Seller (the "Seller Accounts  Receivable") and that Buyer
shall not acquire any  beneficial  right or interest  therein or  responsibility
therefor.  For a period of ninety (90) days from the Closing  Date  ("Collection
Period"),  Buyer agrees to use reasonable efforts, as Seller's agent, to collect
on behalf of Seller in  accordance  with Buyer's  business  practices the Seller
Accounts Receivable in the normal and ordinary course of business and will apply
all such amounts  collected by Buyer to the debtor's  oldest account  receivable
first,  except that any such  accounts  collected  by Buyer from persons who are
also indebted to Buyer may be applied to Buyer's account if under  circumstances
in which there is a bona fide dispute  between  Seller and such  account  debtor
with  respect to such  account and Buyer  reassigns  to Seller such  account for
resolution. Buyer's obligation and authority shall not extend to the institution
of  litigation,  employment  of  counsel  or a  collection  agency  or any other
extraordinary  means of  collection.  Provided  Buyer is in compliance  with its
obligations  hereunder,  during the Collection Period, neither Seller nor any of
its  agents  shall  make any  direct  solicitation  of any  account  debtor  for
collection  purposes or institute  litigation for the collection of amounts due.
Any amounts relating to the Seller Accounts Receivable that are paid directly to
the Seller shall be retained by the Seller,  but Seller shall provide Buyer with
prompt notice of any such payment.  Every thirty (30) days during the Collection
Period, Buyer shall make a payment to Seller, without set off of any kind, equal
to the amount of all collections by Buyer of Seller Accounts  Receivable  during
such thirty (30) day period less any  commissions due thereon and furnish Seller
with a collections report.


                                       16


<PAGE>

         8.5 Pre-Closing  Obligations.  Buyer covenants and agrees that, between
the date hereof and the Closing  Date,  except as  expressly  permitted  by this
Agreement  or with the prior  written  consent  of  Seller,  Buyer  shall act in
accordance with the following:

                  8.5.1 Buyer will provide  Seller prompt  written notice of any
material change in any of the information  contained in the  representations and
warranties made in Article 6 or in any Schedule

                  8.5.2  Buyer  will  cooperate  with  Seller  and  provide  any
information  reasonably  necessary  to assist  Seller in  obtaining  third party
consents to the assignment of any Contract.

                  8.5.3 Buyer will notify Seller of any litigation,  arbitration
or  administrative  proceeding  pending  or,  to  the  best  of  its  knowledge,
threatened, which challenges the transaction contemplated by the Agreement.


                                    ARTICLE 9
                               COVENANTS OF SELLER

         9.1 Seller's Pre-Closing  Covenants.  Seller covenants and agrees that,
between the date hereof and the Closing Date,  except as expressly  permitted by
this Agreement or with the prior written  consent of Buyer,  Seller shall act in
accordance with the following:

                  9.1.1 Seller shall conduct the business and  operations of the
Station in the  ordinary  and prudent  course of business  consistent  with past
practice and with the intent of preserving the ongoing  operations and assets of
the Station,  including but not limited to maintaining the independent  identity
of the Station.

                  9.1.2  Seller  shall  use its best  efforts  to  preserve  the
operation  of the Station  intact and  preserve  the  business of the  Station's
advertisers,  customers, suppliers and others having business relations with the
Station and continue to conduct financial  operations of the Station,  including
its credit and  collection and pricing  policies and practices,  in the ordinary
course of business consistent with past practices.

                  9.1.3  Seller  shall  operate  the  Station  in  all  material
respects in accordance with FCC rules and  regulations and the Station  Licenses
and with all other laws,  regulations,  rules and orders, and shall not cause or
permit by any act,  or  failure to act,  any of the  Station  Licenses  or other
licenses,  permits  or  authorizations  listed in  Schedule  7.4 to  expire,  be
surrendered,  adversely  modified,  or  otherwise  terminated,  or  the  FCC  to
institute any proceedings for the suspension, revocation or adverse modification
of any of the Station  Licenses,  or fail to prosecute  with due  diligence  any
pending applications to the FCC.

                                       17


<PAGE>

                  9.1.4  Seller  shall  not:  (a) sell,  lease or  dispose of or
commit to sell,  lease or dispose  of any of the  Station  Assets  except in the
ordinary  course of business  and  subject to the  provisions  of Section  1.1.2
hereof;  (b) sell broadcast time on a prepaid basis (other than in the course of
existing  credit  practices);  (c) grant or agree to grant any  increases in the
rates of salaries or compensation payable to employees of the Station other than
scheduled  salary  increases;  (d)  grant or agree  to  grant  any  bonus to any
employee  of the Station  which will not be paid in full by Seller  prior to the
Closing;  (e)  provide  for any new  pension,  retirement  or  other  employment
benefits for employees of the Station or any increases in any existing benefits;
(f) modify, change or terminate any Contract without prior written permission of
the  Buyer;  (g) change the  advertising  rates in effect as of the date  hereof
except in accordance  with ordinary  course of business  pricing  policies;  (h)
create, assume or permit to exist any mortgage, pledge, lien, or other charge or
encumbrance or rights  affecting any of the Station Assets,  except for those in
existence on the date of this Agreement and disclosed herein or in the Schedules
attached  hereto;  (i) change the call letters of the  Station;  or (j) take any
action which would cause any  representation or warranty  contained herein to be
or become  false or invalid or which could hinder or delay the  consummation  of
the transactions contemplated by this Agreement.

                  9.1.5 Seller will provide Buyer prompt  written  notice of any
material change in any of the information  contained in the  representations and
warranties made in Article 7 or any Schedule.

                  9.1.6 In order  that Buyer may have full  opportunity  to make
such  investigation  as it desires of the affairs of the  Station,  Seller shall
give or cause the Station to give Buyer and  Buyer's  counsel,  accountants  and
engineers  reasonable access to all of Seller's  properties,  books,  Contracts,
Trade Agreements, Time Sales Agreements, reports and records (including, without
limitation, financial information and tax returns relating to the Station), real
estate,  buildings  and  equipment  relating to the Station and to the Station's
employees, and to furnish Buyer with information and copies of all documents and
agreements  relating to the Station and the operation thereof (including but not
limited to financial and operating  data and other  information  concerning  the
financial  condition,  results of  operations  and business of the Station) that
Buyer may reasonably  request.  The rights of Buyer under this Section 9.1 shall
not be exercised in such a manner as to interfere  directly or  indirectly  with
the business of the Station.

                  9.1.7 Within  twenty-five  (25) days of the end of each month,
Seller shall deliver to Buyer an unaudited  statement of revenue and expenses of
Seller and a balance sheet for the month then ended (collectively,  the "Interim
Financial  Statements").  Seller  shall  also  furnish  to  Buyer  any  and  all
information  customarily  prepared by Seller concerning the financial  condition
and results of operations of the Station that Buyer may request.

                  9.1.8  Seller shall use all  reasonable  efforts to obtain any
third party consents necessary for the assignment of any Contract.

                                       18


<PAGE>

                  9.1.9 Seller shall use all  reasonable  efforts to transfer to
Buyer any discounts or other benefits  which it enjoys under any  arrangement as
described in Section 7.20 of this Agreement.

         9.2  Notification.  Seller  agrees to notify  Buyer of any  litigation,
arbitration  or  administrative  proceeding  pending  or,  to  the  best  of its
knowledge,  threatened,  which challenges the transactions  contemplated hereby.
Seller shall promptly notify Buyer if any of the normal broadcast  transmissions
of the Station are  interrupted,  interfered  with or in any way  impaired,  and
shall provide Buyer with prompt  written  notice of the problem and the measures
being taken to correct  such  problem.  If the  Station is not  restored so that
operation is resumed  within five (5) days, or restored to full  licensed  power
and antenna height within fifteen (15) days of such event,  or if more than five
(5) such events occur  within any thirty (30) day period,  then Buyer shall have
the right to terminate this Agreement.

         9.3 No Inconsistent  Action.  Seller shall not take any action which is
materially inconsistent with their obligations under this Agreement.

         9.4 Closing.  Subject to Article 12 hereof, on the Closing Date, Seller
shall transfer,  convey,  assign and deliver to Buyer the Station Assets and the
Assumed Liabilities as provided in Articles 1 and 2 of this Agreement.

         9.5 Other Items. Except as otherwise specifically  contemplated by this
Agreement,  until the Closing  Date,  Seller shall not: (a) cancel or compromise
any debt or claim or waive or release  any right  relating  to the  business  or
operations of the Station,  except for  adjustments or  settlements  made in the
ordinary  course of business  consistent  with past  practices;  (b) transfer or
grant any material rights under any of the Station Licenses;  (c) enter into any
commitment  for capital  expenditures  for which Buyer would become liable after
the Closing Date; (d) introduce any material  changes in the broadcast  hours or
in the  format of the  Station  or any other  material  change in the  Station's
programming  policies and (e) enter into any  transaction  or make or enter into
any  contract or  commitment  with  respect to either the Station or the Station
Assets which by reason of its size or otherwise is not in the ordinary course of
business consistent with past practices.

         9.6  Exclusivity.  Seller  agrees that,  commencing  on the date hereof
through the Closing or earlier  termination of this Agreement,  Buyer shall have
the exclusive  right to consummate the  transactions  contemplated  herein,  and
during such exclusive period,  Seller agrees that neither Seller, any owner, the
Station Manager, or any representative acting with Seller's  authorization:  (a)
will initiate,  solicit or encourage,  directly or indirectly, any inquiries, or
the making or  implementation of any proposal or offer with respect to a merger,
acquisition, consolidation or similar transaction involving, or any purchase of,
all or any portion of the Station  Assets or any  securities of Seller (any such
inquiry,  proposal or offer  being  hereinafter  referred to as an  "Acquisition
Proposal"  and  any  such  transaction  being  hereinafter  referred  to  as  an

                                       19


<PAGE>

"Acquisition");  (b) will engage in any negotiations concerning,  or provide any
confidential  information or data to, or have any  discussions  with, any person
relating to an  Acquisition  Proposal,  or  otherwise  facilitate  any effort or
attempt to make or implement an Acquisition Proposal or Acquisition; or (c) will
continue any existing  activities,  discussions or negotiations with any parties
conducted heretofore with respect to any Acquisition Proposal or Acquisition and
will take the necessary steps to inform the individuals or entities  referred to
above of the obligations undertaken by them in this Section 9.6.


                                   ARTICLE 10
                                 JOINT COVENANTS

         Buyer and Seller  covenant  and agree that  between the date hereof and
the Closing Date, they shall act in accordance with the following:

         10.1  Confidentiality.  Subject to the  requirements of applicable law,
Buyer and Seller shall each keep  confidential all information  obtained by them
with respect to the other parties  hereto in connection  with this Agreement and
the negotiations preceding this Agreement,  and will use such information solely
in connection with the transactions  contemplated by this Agreement,  and if the
transactions  contemplated hereby are not consummated for any reason, each shall
return to each  other  party  hereto,  without  retaining  a copy  thereof,  any
schedules, documents or other written information obtained from such other party
in connection  with this  Agreement and the  transactions  contemplated  hereby.
Notwithstanding  the foregoing,  no party shall be required to keep confidential
or return any information  which: (a) is known or available through other lawful
sources, not bound by a confidentiality agreement with the disclosing party; (b)
is or becomes  publicly  known  through no fault of the  receiving  party or its
agents;  (c) is  required to be  disclosed  pursuant to an order or request of a
judicial or  governmental  authority  (provided  the  disclosing  party is given
reasonable  prior  notice  of the  order  or  request  and  the  purpose  of the
disclosure);  or (d) is developed by the receiving  party  independently  of the
disclosure  by the  disclosing  party;  or (e) is  required to be  disclosed  by
applicable  securities  laws.  Neither party hereto nor any of their  respective
agents  shall  make any public  announcement  with  respect to the  transactions
contemplated by this Agreement before the filing of the FCC Application, without
the prior written consent of the other party hereto.

         10.2 Cooperation.  Subject to express  limitations  contained elsewhere
herein, Buyer and Seller agree to cooperate fully with one another in taking any
actions,  including  actions to obtain the required  consent of any governmental
instrumentality  or any third  party  necessary  or  helpful to  accomplish  the
transactions  contemplated by this  Agreement,  including but not limited to the
satisfaction of any condition to closing set forth herein.

         10.3  Control of  Station.  Buyer shall not,  directly  or  indirectly,
control, supervise or direct the operations of the Station prior to the Closing.
Such  operations,

                                       20


<PAGE>

including  complete control and supervision of all Station  programs,  employees
and policies, shall be the sole responsibility of Seller.

         10.4 Consents to Assignment. To the extent that any Contract identified
in the Schedules is not capable of being sold, assigned, transferred,  delivered
or  subleased  without the waiver or consent of any third  person  (including  a
government  or  governmental  unit),  or if  such  sale,  assignment,  transfer,
delivery  or sublease  or  attempted  sale,  assignment,  transfer,  delivery or
sublease  would  constitute  a  breach  thereof  or a  violation  of any  law or
regulation, this Agreement and any assignment executed pursuant hereto shall not
constitute a sale,  assignment,  transfer,  delivery or sublease or an attempted
sale,  assignment,  transfer,  delivery  or  sublease  thereof.  Subject  to the
provisions of Section 11.6, in those cases where consents, assignments, releases
and/or  waivers  have not been  obtained at or prior to the Closing  Date to the
transfer  and  assignment  to Buyer of the  Contracts,  this  Agreement  and any
assignment  executed  pursuant  hereto,  to the extent  permitted by law,  shall
constitute an equitable assignment by Seller to Buyer of all of Seller's rights,
benefits,  title and interest in and to and all liabilities under the Contracts,
and where necessary or  appropriate,  Buyer shall be deemed to be Seller's agent
for the purpose of completing, fulfilling and discharging all of Seller's rights
and  liabilities  arising  after the Closing Date under such  Contracts.  Seller
shall use all  reasonable  efforts  to  provide  Buyer  with the  financial  and
business benefits of such Contracts (including,  without limitation,  permitting
Buyer to enforce any rights of Seller arising under such  Contracts),  and Buyer
shall,  to the extent  Buyer is provided  with the  benefits of such  Contracts,
assume,  perform and in due course pay and discharge all debts,  obligations and
liabilities  of Seller  under such  Contracts  to the  extent  that Buyer was to
assume those obligations pursuant to the terms hereof.

         10.5 Filings.  In addition to the covenants of the parties set forth in
Article 5 hereto,  as  promptly  as  practicable  after  the  execution  of this
Agreement, Buyer and Seller shall use their reasonable efforts to obtain, and to
cooperate with each other in obtaining, all authorizations, consents, orders and
approvals  of any  governmental  authority  that may be or become  necessary  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement, and to take all reasonable actions to avoid the entry of any order or
decree  by  any  governmental  authority  prohibiting  the  consummation  of the
transactions  contemplated hereby, including without limitation,  any reports or
notifications that may be required to be filed by it under the Hart-Scott-Rodino
Antitrust  Improvements  Act of 1976  (the "HSR  Act")  with the  Federal  Trade
Commission  and the Antitrust  Division of the  Department of Justice,  and each
shall furnish to one another all such  information  in its  possession as may be
necessary for the completion of the reports or  notifications to be filed by the
other.

         10.6 Bulk Sales  Laws.  Seller  agrees to  indemnify  Buyer and hold it
harmless  from any and all loss,  cost,  damage and expense  (including  but not
limited to,  reasonable  attorney's  fees) sustained by Buyer as a result of any
failure of Seller to comply with any "bulk sales" or similar laws.

                                       21


<PAGE>

         10.7 Employee  Matters.  Seller shall be responsible for the payment of
all compensation and accrued employee  benefits payable to all employees through
the Closing Date. Seller  acknowledges and agrees that it, and not Buyer, is and
shall after the Closing  remain solely  responsible  for any and all  insurance,
supplemental pension, deferred compensation,  retirement and any other benefits,
and related  costs,  premiums  and claims,  due,  to become  due,  committed  or
otherwise  promised to any person who,  as of the  Closing  Date,  is a retiree,
former employee, or current employee of Seller, relating to the period up to and
including the Closing Date.  Buyer, as a purchaser of the Station Assets,  shall
assume no employee  benefit  plans,  programs or  practices,  whether or not set
forth in writing,  maintained by Seller at any time.  Seller agrees to cooperate
with Buyer in the prompt  rollover  of any  pension,  profit  sharing or cash or
deferred  (Section  401(K)) plans and trusts and any other employee benefit plan
or  arrangement,  provided  that any such  rollovers  are  permitted and made in
accordance with the applicable provisions of Buyer's benefit plans.


                                   ARTICLE 11
                         CONDITIONS OF CLOSING BY BUYER

         The  obligations  of Buyer  hereunder  are, at its  option,  subject to
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

         11.1 Representations,  Warranties and Covenants All representations and
warranties  of Seller  made in this  Agreement  or in any  Exhibit,  Schedule or
document delivered  pursuant hereto,  shall be true and complete in all material
respects as of the date  hereof and on and as of the Closing  Date as if made on
and as of that date, except for changes  expressly  permitted or contemplated by
the terms of this Agreement.

                  11.1.1  All of  the  terms,  covenants  and  conditions  to be
complied with and performed by Seller on or prior to the Closing Date shall have
been complied with or performed in all material respects.

                  11.1.2 Buyer shall have  received a  certificate,  dated as of
the Closing Date,  from Seller,  executed by the  president of Seller's  general
partner,  to the effect that: (a) the  representations  and warranties of Seller
contained in this  Agreement  are true and complete in all material  respects on
and as of the Closing Date as if made on and as of that date; and (b) Seller has
complied  with or performed in all material  respects all terms,  covenants  and
conditions  to be complied  with or  performed  by it on or prior to the Closing
Date.

         11.2 Governmental Consents. The FCC Consent shall have been obtained.

         11.3  Station  License  Renewal  Application.  No  petition to deny the
Seller's license renewal application (if any) for the Station shall be pending.


                                       22


<PAGE>

         11.4  Governmental  Authorizations.  Seller  shall be the holder of the
Station   Licenses  and  all  other   material   licenses,   permits  and  other
authorizations  listed  in  Schedule  7.4,  and  there  shall  not have been any
modification of any of such licenses, permits and other authorizations which has
a  material  adverse  effect  on the  Station  or  the  operations  thereof.  No
proceeding  shall be pending which seeks or the effect of which reasonably could
be to revoke,  cancel,  fail to renew,  suspend or adversely  modify the Station
Licenses  or any  other  licenses,  permits  or other  authorizations  listed in
Schedule 7.4.

         11.5  Adverse  Proceedings.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no order,  decree or judgment of any
court, agency or other governmental  authority shall have been rendered against,
any party hereto which: (a) would render it unlawful, as of the Closing Date, to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms;  (b) questions the validity or legality of any  transaction  contemplated
hereby;  (c) seeks to enjoin  any  transaction  contemplated  hereby;  (d) seeks
material damages on account of the consummation of any transaction  contemplated
hereby;  or (e) is a petition of bankruptcy by or against Seller,  an assignment
by Seller for the benefit of its creditors, or other similar proceeding.

         11.6  Third-Party  Consents.  All Contracts  and Real Estate  Contracts
shall be in full  force and  effect  on the  Closing  Date.  Seller  shall  have
obtained  and shall have  delivered  to Buyer all  third-party  consents  to the
assignment of the Material Contracts and Real Estate Contracts.

         11.7 Closing  Documents.  Seller  shall have  delivered or caused to be
delivered to Buyer, on the Closing Date, all deeds, bills of sale, endorsements,
assignments  and  other  instruments  of  conveyance  and  transfer   reasonably
satisfactory  in form and  substance  to Buyer,  effecting  the sale,  transfer,
assignment  and conveyance of the Station  Assets to Buyer,  including,  without
limitation,  each of the  documents  required to be  delivered by it pursuant to
Article 14.

         11.8 Pre-Merger Notification.  If applicable,  any waiting period under
the HSR Act with  respect to the  transactions  contemplated  by this  Agreement
shall have elapsed.

         11.9  Noncompetition  Agreement.  The Buyer shall have  entered  into a
noncompetition  agreement  with  William  Dalton and Susan Dalton in the form of
Exhibit C hereto (the "Noncompetition Agreement").


         11.10 No Material Adverse Change. No Material Adverse Change as defined
by Section 7.18 hereof shall have occurred.


                                       23


<PAGE>

                                   ARTICLE 12
                         CONDITIONS OF CLOSING BY SELLER

         The  obligations  of Seller  hereunder  are, at its option,  subject to
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

         12.1 Representations, Warranties and Covenants.

                  12.1.1 All  representations  and  warranties  of Buyer made in
this  Agreement  or in any  Exhibit,  Schedule  or document  delivered  pursuant
hereto,  shall be true and  complete  in all  material  respects  as of the date
hereof  and on and as of the  Closing  Date as if  made on and as of that  date,
except for changes  expressly  permitted  or  contemplated  by the terms of this
Agreement.

                  12.1.2 All the terms,  covenants and conditions to be complied
with and  performed  by Buyer on or prior to the  Closing  Date  shall have been
complied with or performed in all material respects.

                  12.1.3 Seller shall have received a  certificate,  dated as of
the Closing Date,  executed by the president of Buyer,  to the effect that:  (a)
the representations and warranties of Buyer contained in this Agreement are true
and complete in all  material  respects on and as of the Closing Date as if made
on and as of that date; and (b) that Buyer has complied with or performed in all
material  respects all terms,  covenants  and  conditions to be complied with or
performed by it on or prior to the Closing Date.

         12.2 Governmental Consents. The FCC Consent shall have been obtained.

         12.3  Adverse  Proceedings.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no other,  decree or judgment of any
court, agency or other governmental  authority shall have been rendered against,
any party  hereto which would render it  unlawful,  as of the Closing  Date,  to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms.

         12.4  Closing  Documents.  Buyer shall have  delivered  or caused to be
delivered to Buyer,  on the Closing Date,  each of the documents  required to be
delivered by it pursuant to Article 14.

         12.5  Noncompetition  Agreement.  The Buyer shall have entered into the
Noncompetition Agreement.


                                   ARTICLE 13
                        TRANSFER TAXES; FEES AND EXPENSES



                                       24
<PAGE>

         13.1  Expenses.  Except as set forth in Section 13.2 and 13.3 hereof or
otherwise  expressly  set forth in this  Agreement,  each party  hereto shall be
solely  responsible for all costs and expense  incurred by it in connection with
the negotiation, preparation and performance of and compliance with the terms of
this  Agreement  including,  but not limited to the costs and expenses  incurred
pursuant to Article 5 hereof.

         13.2 Transfer Taxes and Similar Charges.  All costs of transferring the
Station  Assets  in  accordance  with  this  Agreement,  including  recordation,
transfer and  documentary  taxes and fees,  and any excise,  sales or use taxes,
shall be paid one-half by Buyer and one-half by Seller.

         13.3  Governmental  Filing or Grant  Fees.  Any  filing  or grant  fees
imposed by the FCC,  the  consent of which or the filing  with which is required
for the consummation of the transactions  contemplated  hereby, any fees imposed
in complying with Title II of the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976, ("HSR") as amended,  and the rules and regulations  thereunder shall be
paid by Buyer. Further, Buyer shall reimburse Seller for all expenses, including
reasonable   attorneys'  fees,   incurred  by  Seller  in  connection  with  the
preparation  of, or requests for  information  in response to the HSR Pre-Merger
Notification filed with respect to this Agreement.


                                   ARTICLE 14
                      DOCUMENTS TO BE DELIVERED AT CLOSING

         14.1 Seller's Documents.  At the Closing, Seller shall deliver or cause
to be delivered to Buyer the following:

                  14.1.1  Certified  resolutions  of the  Seller  approving  the
execution and delivery of this Agreement and authorizing the consummation of the
transactions contemplated hereby;

                  14.1.2 A certificate of Seller, dated the Closing Date, in the
form described in Section 11.1.3;

                  14.1.3 Governmental  certificates,  certified as of a date not
more than thirty (30) business days before the Closing Date, showing that Seller
is duly incorporated and in good standing in the State of Delaware and qualified
to do business and in good standing in the State of Ohio, and;

                  14.1.4  Such  certificates,  bills of sale,  general  warranty
deeds,  assignments,  documents of title and other  instruments  of  conveyance,
assignment and transfer  (including without limitation any necessary consents to
conveyance, assignment or transfer), and lien releases, all in form satisfactory
to Buyer and  Buyer's  counsel,  as shall be  effective  to vest in Buyer  good,
marketable and insurable  title in and to the Station  Assets,  free,  clear and
unencumbered;


                                       25
<PAGE>

                  14.1.5 An Assignment and  Assumption  Agreement in the form of
Exhibit D effectuating the assignment and assumption of the Assumed  Liabilities
(the "Assignment and Assumption Agreement");

                  14.1.6 The Noncompetition Agreement;

                  14.1.7 At the time and  place of  Closing,  originals  and all
copies of all program,  operations,  transmission  or  maintenance  logs and all
other records  required to be maintained by the FCC with respect to the Station,
including  the public  files of the  Station,  shall be left at the  Station and
thereby delivered to Buyer;

                  14.1.8 A written  opinion of  Seller's  counsel in the form of
Exhibit E, dated as of the Closing Date; and

                  14.1.9  Such  additional  information,  materials,  agreement,
documents and instruments as Buyer and its counsel may reasonably request.

         14.2 Buyer's Documents. At the Closing, Buyer shall deliver or cause to
be delivered to Seller the following:

                  14.2.1  Certified  resolutions  of the Board of  Directors  of
Buyer approving the execution and delivery of this Agreement and authorizing the
consummation of the transactions contemplated hereby;

                  14.2.2 A certificate of Buyer,  dated the Closing Date, in the
form described in Section 12.1.3.

                  14.2.3 The Assignment and Assumption Agreement;

                  14.2.4 The Noncompetition Agreement;

                  14.2.5 A written  opinion  of  Buyer's  counsel in the form of
Exhibit F, dated as of the Closing Date;

                  14.2.6 The  Purchase  Price in  accordance  with  Section  3.1
hereof; and

                  14.2.7  Such  additional  information,  materials,  agreement,
documents and instruments as Seller and its counsel may reasonably request.



                                       26


<PAGE>
                                   ARTICLE 15
                         SURVIVAL; INDEMNIFICATION; ETC.

         15.1. Survival of Representations, Etc. It is the express intention and
agreement of the parties to this  Agreement  that all covenants  and  agreements
(together,  "Agreements")  and all  representations  and  warranties  (together,
"Warranties")  made by Buyer and  Seller in this  Agreement  shall  survive  the
Closing (regardless of any knowledge,  investigation, audit or inspection at any
time  made by or on  behalf  of Buyer or  Seller)  for a period  of one (1) year
following Closing:

                  15.1.1 The Warranties in Section 7.6 or otherwise  relating to
the federal, state, local or foreign tax obligations of Seller shall survive the
Closing  for the  period  of the  applicable  statute  of  limitations  plus any
extensions or waivers granted or imposed with respect thereto.

                  15.1.2 All other  Warranties shall survive for a period of one
(1) year from the Closing Date.

                  15.1.3 The right of any party to recover  Damages  (as defined
in Section  15.2.1)  pursuant  to  Section  15.2  shall not be  affected  by the
expiration of any  Warranties  as set forth herein,  provided that notice of the
existence  of any  Damages  (but not  necessarily  the fixed  amount of any such
Damages) has been given by the indemnified party to the indemnifying party prior
to such expiration.

                  15.1.4  Notwithstanding  any provision hereof to the contrary,
there shall be no contractual  time limit in which Buyer or Seller may bring any
action  for  actual  fraud in  respect  of this  Agreement  or the  transactions
contemplated hereby (a "Fraud Action"),  regardless of whether such actual fraud
also included a breach of any Agreement or Warranty; provided, however, that any
Fraud  Action  must be brought  within the period of the  applicable  statute of
limitations  plus any  extensions  or waivers  granted or imposed  with  respect
thereto.

                                       27


<PAGE>

         15.2   Indemnification.

                  15.2.1  Seller  and  DGI  shall  defend,  indemnify  and  hold
harmless Buyer from and against any and all losses, costs, damages,  liabilities
and expenses,  including  reasonable  attorneys'  fees and expenses  ("Damages")
incurred by Buyer arising out of or related to: (a) any breach of the Agreements
or  Warranties  given or made by  Seller  in this  Agreement;  (b) the  Retained
Liabilities; (c) any failure of the parties to comply with any "bulk sales" laws
applicable to the transactions  contemplated  hereby; and (d) the conduct of the
business  and  operations  of the Station or any  portion  thereof or the use or
ownership of any of the Station Assets prior to the Closing Date.

                  15.2.2 Buyer shall defend,  indemnify and hold harmless Seller
from and against any and all  Damages  incurred by the Seller  arising out of or
related to: (a) any breach of the  Agreements  and  Warranties  given or made by
Buyer in this Agreement; (b) the Assumed Liabilities; and (c) the conduct of the
business  and  operations  of the Station or any  portion  thereof or the use or
ownership of any of the Station Assets on or after the Closing Date.

         15.3 Procedures:  Third Party and Direct  Indemnification  Claims.  Any
indemnified  party  hereunder  agrees to give written notice within a reasonable
time to the  indemnifying  party of any  demand,  suit,  claim or  assertion  of
liability by third  parties or other  circumstances that could give rise to an
indemnification  obligation  hereunder  against the  indemnifying  party (herein
after  collectively  "Claims," and individually a "Claim"),  it being understood
that the failure to give such notice  shall not affect the  indemnified  party's
right to indemnification and the indemnifying party's obligation to indemnify as
set forth in this Agreement, unless the indemnifying party's ability to contest,
defend  or  settle  with  respect  to such  Claim is  thereby  demonstrably  and
materially prejudiced. The parties also agree that any claim for Damages arising
directly  between the parties  relating to this  Agreement may be brought at any
time  within  the period  specified  in  Section  15.1 and that the only  notice
required with respect thereto shall be as specified in Section 15.1.3.

         The  obligations  and liabilities of the parties hereto with respect to
their respective  indemnities  pursuant to Section 15.2 resulting from any Claim
shall be subject to the following additional terms and conditions:

                  15.3.1  The  indemnifying   party  shall  have  the  right  to
undertake,  by counsel or other representatives of its own choosing, the defense
or opposition to such Claim.

                  15.3.2 In the event that the  indemnifying  party  shall elect
not to  undertake  such  defense  or  opposition,  or within ten (10) days after
notice of any such  Claim  from the  indemnified  party  shall fail to defend or
oppose,  the indemnified  party (upon further written notice to the indemnifying
party) shall have the right to undertake the defense, opposition,  compromise or
settlement  of such  Claim,  by

                                       28


<PAGE>

counsel or other  representatives of its own choosing,  on behalf of and for the
account  and  risk  of the  indemnifying  party  (subject  to the  right  of the
indemnifying  party to assume defense of or opposition to such Claim at any time
prior to settlement, compromise or final determination thereof).

                  15.3.3   Anything  in  this   Section  15.3  to  the  contrary
notwithstanding: (a) the indemnified party shall have the right, at its own cost
and expense, to participate in the defense, opposition, compromise or settlement
of the Claim;  (b) the  indemnifying  party shall not,  without the  indemnified
party's written  consent,  settle or compromise any Claim or consent to entry of
any judgment which does not include as an unconditional  term thereof the giving
by the claimant or the plaintiff to the indemnified  party of a release from all
liability in respect of such Claim;  and (c) in the event that the  indemnifying
party undertakes  defense of or opposition to any Claim, the indemnified  party,
by counsel or other  representative of its own choosing and at its sole cost and
expense,  shall have the right to consult  with the  indemnifying  party and its
counsel or other  representatives  concerning  such  Claim and the  indemnifying
party  and  the  indemnified  party  and  their  respective   counsel  or  other
representatives shall cooperate in good faith with respect to such Claim.

                  15.3.4 No  undertaking  of  defense or  opposition  to a Claim
shall be construed as an  acknowledgment  by such party that it is liable to the
party  claiming  indemnification  with  respect  to the  Claim at issue or other
similar Claims.

         15.4 Limitations.  Notwithstanding  any other provision of this Article
15, Seller and DGI shall have no liability to Buyer  hereunder for breach of any
warranty, representation or covenant under this Agreement or any other agreement
between the parties  relating to the  subject  matter  hereof,  unless the total
liability  of  Seller  or  DGI  to  Buyer  hereunder  shall  exceed  the  sum of
Twenty-Five Thousand Dollars ($25,000).

         15.5 Indemnification  Procedures Agreement.  On the Closing Date, Buyer
and  DGI  shall  enter  into  the  indemnification   procedures  agreement  (the
"Indemnification  Procedures  Agreement")  in the form of Exhibit G. Neither the
exercise  nor  the  failure  to  exercise   the  rights   provided  for  in  the
Indemnification  Procedures Agreement will constitute an election of remedies by
Buyer or limit Buyer in any manner in the enforcement of any other remedies that
may be  available  to it. If  Buyer's  claims  for  indemnification  exceed  the
indemnification fund, if any, created pursuant to the Indemnification Procedures
Agreement, Seller and DGI shall remain liable for any such excess.


                                   ARTICLE 16
                               TERMINATION RIGHTS

         16.1.  Termination.  This Agreement may be terminated at any time prior
to Closing as follows:


                                       29


<PAGE>

                  16.1.1  Upon the mutual  written  consent of Buyer and Seller,
this Agreement may be terminated on such terms and conditions as so agreed; or

                  16.1.2 By written notice of Buyer to Seller if Seller breaches
in any material respect any of its  representations or warranties or defaults in
any material  respect in the observance or in the due and timely  performance of
any of its covenants or agreements  herein  contained and such breach or default
shall not be cured  within  thirty  (30) days of the date of notice of breach or
default served by Buyer; or

                  16.1.3 By written  notice of Seller to Buyer if Buyer breaches
in any material respect any of its  representations or warranties or defaults in
any material  respect in the observance or in the due and timely  performance of
any of its covenants or agreements  herein  contained and such breach or default
shall not be cured  within  thirty  (30) days of the date of notice of breach or
default served by Seller; or

                  16.1.4 By written  notice of Buyer to Seller,  or by Seller to
Buyer,  if the FCC denies the FCC  Application or designates it for a trial-type
hearing; or

                  16.1.5 By written  notice of Buyer to Seller,  or by Seller to
Buyer, if any court of competent jurisdiction shall have issued an order, decree
or  ruling  or taken  any  other  action  restraining,  enjoining  or  otherwise
prohibiting the transactions contemplated by this Agreement.


                  16.1.6 By written  notice of Buyer to Seller,  or by Seller to
Buyer, if the Closing shall not have been  consummated on or before December 31,
1997.


         Notwithstanding the foregoing, no party hereto may effect a termination
hereof  if such  party is at that  time in  material  default  or breach of this
Agreement.

         16.2  Liability.  Except  as set  forth  in  Section  17.1  below,  the
termination of this Agreement  under Section 16.1 shall not relieve any party of
any liability for breach of this Agreement prior to the date of termination.

         16.3 Monetary  Damages,  Specific  Performance and Other Remedies.  The
parties recognize that if Seller refuses to perform under the provisions of this
Agreement,  monetary  damages alone will not be adequate to compensate Buyer for
its injury.  Buyer shall therefore be entitled to obtain specific performance of
the terms of this Agreement in addition to any other remedies, including but not
limited  to  monetary  damages,  that may be  available  to it. If any action is
brought by Buyer to enforce this Agreement,  Seller shall waive the defense that
there is an adequate  remedy at law. In the event of the filing of a lawsuit for
damages,  specific  performance,  or other remedy, the prevailing party shall be
entitled to reimbursement for reasonable legal fees and expenses.

         16.4 Disbursement of Escrow Deposit;  Seller's Liquidated Damages.  (a)
If the parties  hereto  shall fail to  consummate  this  Agreement by August 31,
1997, and Seller


                                       30


<PAGE>

is not at that time in material  breach hereof,  the sum of Two Million  Dollars
($2,000,000) shall be remitted to Seller from the Escrow Deposit on September 1,
1997.  Such sum shall be applied  toward the Purchase Price if the parties later
consummate this Agreement.


         (b) If the parties  hereto shall fail to consummate  this  Agreement by
December  31,  1997,  due solely to Buyer's  material  breach  hereof or Buyer's
failure to satisfy the FCC or other governmental authority of its qualifications
to hold the Station  Licenses,  and if either party  terminates  this  Agreement
pursuant to Section 16.1.6,  the remaining One Million  Dollars  ($1,000,000) of
the Escrow  Deposit,  plus  accrued  interest  on the Escrow  Deposit,  shall be
remitted to Seller upon termination of the Agreement.

         (c) If the parties  hereto shall fail to consummate  this  Agreement by
December  31, 1997,  for reasons  other than those  specified  in paragraph  (b)
above, and if either party terminates this Agreement pursuant to Section 16.1.6,
then the remaining One Million Dollars ($1,000,000) of the Escrow Deposit,  plus
accrued  interest  on the  Escrow  Deposit,  shall be  remitted  to  Buyer  upon
termination of the Agreement.

         (d) It is understood  and agreed that any portion of the Escrow Deposit
remitted to Seller pursuant to paragraph (a) or (b) shall constitute  liquidated
damages.  Such  liquidated  damages  represent  Buyer's and Seller's  reasonable
estimate  of  actual  damages  and do not  constitute  a  penalty.  Recovery  of
liquidated  damages  shall be the sole and  exclusive  remedy of Seller  against
Buyer for failing to consummate  this Agreement on the Closing Date and shall be
applicable  regardless of the actual  amount of damages  sustained and all other
remedies  are deemed  waived by Seller.  In the event of the filing of a lawsuit
for damages,  specific performance,  or other remedy, the prevailing party shall
be entitled to reimbursement for reasonable legal fees and expenses.


                                       31


<PAGE>

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

         17.1 Risk of Loss.  The risk of loss or  damage  to any of the  Station
Assets  prior to the Closing Date shall be upon  Seller.  Seller  shall  repair,
replace  and  restore  any such  damaged  or lost  Station  Asset  to its  prior
condition  as soon as  possible  and in no event  later  than  thirty  (30) days
following the loss or damage;  provided,  however, that in the event any loss or
damage of the Station Assets exists on the Closing Date, the Buyer at its option
may (a) extend the Closing Date until such time as Seller  shall have  repaired,
replaced  and  restored  any such  damaged  or lost  Station  Asset to its prior
condition,  or (b) terminate the Agreement if repairs  sufficient to restore the
Station Asset to its prior  condition are not completed  within thirty (30) days
of the damage or loss.

         17.2 Certain Interpretive  Matters and Definitions.  Unless the context
otherwise  requires:  (a) all  references  to Sections,  Articles,  Schedules or
Exhibits  are  to  Sections,  Articles,  Schedules  or  Exhibits  of or to  this
Agreement;  (b) each term defined in this Agreement has the meaning  assigned to
it; (c) each  accounting  term not otherwise  defined in this  Agreement has the
meaning  assigned  to  it  in  accordance  with  generally  accepted  accounting
principles  as in effect on the date  hereof;  (d) "or" is  disjunctive  but not
necessarily  exclusive;  (e) words in the  singular  include the plural and vice
versa;  and  (f) all  references  to "$" or  dollar  amounts  will be to  lawful
currency of the United States of America.

         17.3 Further Assurances.  After the Closing,  Seller shall from time to
time,  at the request of and without  further cost or expense to Buyer,  execute
and deliver  such other  instruments  of  conveyance  and transfer and take such
other  actions  as may  reasonably  be  requested  in order to more  effectively
consummate  the  transactions  contemplated  hereby  to vest in  Buyer  good and
marketable title to the Station Assets being transferred hereunder,  free, clear
and  unencumbered,  and Buyer  shall  from time to time,  at the  request of and
without  further  cost or expense  to Seller,  execute  and  deliver  such other
instruments  and take such other actions as may reasonably be requested in order
to more  effectively  relieve Seller of any  obligations  being assumed by Buyer
hereunder.

         17.4 Benefit and  Assignment.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted  assigns.  Seller may not voluntarily or involuntarily  assign its
interest  under this Agreement  without the prior written  consent of the Buyer.
Buyer shall have the right to assign and/or  delegate its rights and obligations
under this Agreement only upon the written consent of Seller, which shall not be
withheld if the proposed assignee,  in the reasonable  opinion of Seller,  meets
all of the  qualifications of the FCC and any other regulatory  authority having
jurisdiction over the transaction.

                                       32


<PAGE>

         17.5 Amendments. No amendment,  waiver of compliance with any provision
or condition  hereof or consent  pursuant to this  Agreement  shall be effective
unless  evidenced by an instrument  in writing  signed by the party against whom
enforcement of any waiver, amendment, change, extension or discharge is sought.


         17.6  Headings.  The  headings  set  forth  in this  Agreement  are for
convenience  only and will not control or affect the meaning or  construction of
the provisions of this Agreement.

         17.7  Arbitration.  Except  as  provided  below,  any and all  disputes
arising  under or related to this  Agreement  which  cannot be resolved  through
negotiations between the parties shall be submitted to binding  arbitration.  If
the parties fail to reach a settlement of their dispute within fifteen (15) days
after the earliest  date upon which one of the parties  notified the other(s) of
its desire to attempt to resolve the dispute, then the dispute shall be promptly
submitted to arbitration  by a single  arbitrator  through the Judicial  Arbiter
Group, any successor of the Judicial  Arbiter Group, or any similar  arbitration
provider who can provide a former judge to conduct such arbitration if JAG is no
longer in existence ("JAG").  The arbiter shall be selected by JAG on the basis,
if possible,  of his or her  expertise in the subject  matter(s) of the dispute.
The decision of the arbitrator  shall be final,  nonappealable  and binding upon
the parties, and it may be entered in any court of competent  jurisdiction.  The
arbitration shall take place in Cincinnati,  Ohio. The arbitrator shall be bound
by the laws of the  State  of Ohio  applicable  to the  issues  involved  in the
arbitration  and all Ohio  rules  relating  to the  admissibility  of  evidence,
including,  without  limitation,  all relevant  privileges and the attorney work
product  doctrine.  All discovery shall be completed in accordance with the time
limitations  prescribed in the Ohio rules of civil  procedure,  unless otherwise
agreed  by the  parties  or  ordered  by the  arbitrator  on the basis of strict
necessity adequately  demonstrated by the party requesting an extension of time.
The arbitrator  shall have the power to grant equitable  relief where applicable
under Ohio law, and shall be entitled to make an award of punitive  damages when
applicable  under Ohio law. The arbitrator shall issue a written opinion setting
forth his or her decision and the reasons therefor within thirty (30) days after
the arbitration proceeding is concluded. The obligation of the parties to submit
any  dispute  arising  under or  related to this  Agreement  to  arbitration  as
provided in this Section shall survive the expiration or earlier  termination of
this Agreement.  Notwithstanding the foregoing, either party may seek and obtain
an  injunction or other  appropriate  relief from a court to preserve or protect
trade names,  copyrights,  patents, trade secrets or other intellectual property
or  proprietary  information  or to preserve  the status quo with respect to any
matter pending conclusion of the arbitration proceeding, but no such application
to a court  shall  in any way be  permitted  to stay  or  otherwise  impede  the
progress of the arbitration proceeding.

         In the event of any arbitration or litigation being filed or instituted
between the parties  concerning  this  Agreement,  the prevailing  party will be
entitled to receive from the other party or parties its attorneys' fees, witness
fees, costs and expenses, court

                                       33


<PAGE>

costs and other reasonable expenses,  whether or not such controversy,  claim or
action is prosecuted to judgment or other form of relief.

         17.8 Governing Law. The  construction and performance of this Agreement
shall be governed by the laws of the State of Ohio without  giving effect to the
choice of law provisions thereof. Subject to the provisions of Section 17.7: (a)
any action,  suit or proceeding  brought by Buyer  relating to or arising out of
this Agreement or any other agreement, instrument, certificate or other document
delivered  pursuant  hereto (or the  enforcement  hereof or  thereof),  shall be
brought and  prosecuted  as to all  parties  in, and each of the parties  hereby
consent to service of process, personal jurisdiction and venue in, the state and
Federal courts of general  jurisdiction  located in Hamilton County, Ohio or the
Federal  District  Court  in  Cincinnati,  Ohio;  and  (b) any  action,  suit or
proceeding brought by Seller relating to or arising out of this Agreement or any
other agreement,  instrument,  certificate or other document  delivered pursuant
hereto (or the enforcement  hereof or thereof),  shall be brought and prosecuted
as to all  parties  in,  and each of the  parties  hereby  consent to service of
process,  personal  jurisdiction  and venue in, the state and Federal  courts of
general  jurisdiction  located in Hamilton County,  Ohio or the Federal District
Court in Cincinnati, Ohio.

         17.9 Notices. Any notice, demand or request required or permitted to be
given under the provisions of this Agreement  shall be in writing,  including by
facsimile,  and shall be deemed to have been duly  delivered and received on the
date of personal  delivery,  on the third day after  deposit in the U.S. mail if
mailed by  registered  or certified  mail,  postage  prepaid and return  receipt
requested,  on the day  after  delivery  to a  nationally  recognized  overnight
courier  service  if sent by an  overnight  delivery  service  for next  morning
delivery  or when  dispatched  by  facsimile  transmission  (with the  facsimile
transmission confirmation being deemed conclusive evidence of such dispatch) and
shall be addressed to the following  addresses,  or to such other address as any
party may request, in the case of Seller, by notifying Buyer, and in the case of
Buyer, by notifying Seller:

                  To Buyer:          American Radio Systems Corporation
                                     Attention: Steven B. Dodge
                                     116 Huntington Avenue
                                     Boston, MA 02116
                                     Fax: (617) 375-7575

                  Copy to:           Michael B. Milsom, Esq.
                                     American Radio Systems Corporation
                                     116 Huntington Avenue
                                     Boston, MA 02116
                                     Fax: (617)375-7575



                                       34


<PAGE>

                  To Seller or DGI:  WGRR Limited Partnership
                                     10828 Lockland Road
                                     Potomac, Maryland 20854
                                     Attention:  William Dalton
                                     Fax: (301) 983-5176


                  Copy to:           Jason L. Shrinsky, Esq.
                                     Kaye, Scholer, Fierman, Hays & Handler, LLP
                                     901 15th Street, N.W.
                                     Washington, D.C.  20005
                                     Fax: (202) 682-3580

         17.10  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument. This Agreement shall become binding
when one or more counterparts hereof, individually or taken together, shall bear
the signatures of all of the parties reflected hereon as the signatories.

         17.11 No Third Party Beneficiaries. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any person or entity
other than the parties  hereto and their  successors or permitted  assigns,  any
rights or remedies under or by reason of this Agreement.

         17.12  Severability.  The parties agree that if one or more  provisions
contained in this  Agreement  shall be deemed or held to be invalid,  illegal or
unenforceable  in any respect under any applicable  law, this Agreement shall be
construed with the invalid,  illegal or unenforceable provision deleted, and the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not be affected or impaired thereby.

         17.13 Entire  Agreement.  This Agreement and the exhibits hereto embody
the entire  agreement and  understanding of the parties hereto and supersede any
and all  prior  agreements,  arrangements  and  understandings  relating  to the
matters provided for herein.




             [The remainder of this page intentionally left blank]

                                       35


<PAGE>



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date and year first above written.


                                  AMERICAN RADIO SYSTEMS CORPORATION



                                  By: ___________________________________
                                      John R. Gehron
                                      CO-Chief Operating Officer


                                  WGRR LIMITED PARTNERSHIP



                                  By: ___________________________________
                                      William Lee Dalton
                                      President, The Dalton Group, Inc.
                                      General Partner


                                  THE DALTON GROUP, INC.



                                  By: ___________________________________
                                      William Lee Dalton
                                      President

                                       36


<PAGE>



                                 SCHEDULE 1.2.8


                          Miscellaneous Excluded Assets


                                      None

                                       37


<PAGE>



                                 SCHEDULE 3.3.2


                                Trade Agreements


                        March 1996 report attached hereto
                (Updated report to follow execution of Agreement)

                                       38


<PAGE>



                                  SCHEDULE 7.4


                                Station Licenses


I.       FCC Licenses, Permits and Authorizations:

         1.       FM Broadcast Station License BLH-940718KB (covering Permit No.
                  BPH-891204ID, as modified by Permit No. BMPH-940204IA).

         2.       Auxiliary Facilities:

                  a.       WDT-916
                  b.       WLD-901


II.      Pending Applications:

         1.       License Renewal Application BRH-960524ZF

                                       39


<PAGE>



                                  SCHEDULE 7.7


                           Tangible Personal Property


         1.       Attached schedule of inventory dated January 1992
         2.       Attached schedule of equipment from depreciation schedule
                  dated January 1992

              (Updated schedules to follow execution of Agreement)

                                       40


<PAGE>



                                  SCHEDULE 7.8


                                    Contracts


("*" denotes third party consent to assignment of contract required)


*        1.       Lease Agreement dated August 30, 1990, with River City
                  Capital, L.P. (formerly NKA Hyde Park, Inc.) (office/studio
                  space)

*        2.       Lease Agreement dated May 29, 1992, with River City Capital,
                  L.P. (formerly NKA Hyde Park, Inc.) (first floor space at
                  Edwards road)

         3.       Local  Station  Blanket Radio License dated November 25, 1991,
                  with  American  Society of  Composers,  Authors and Publishers
                  (expired on December 31, 1995, term  extended for negotiation,
                  negotiation assigned to Radio Music License Committee)

*        4.       Station License dated September 23, 1993, with The Arbitron
                  Company

*        5.       Agreement dated November 21, 1990, with The Associated Press

*        6.       Broadcast Station Licensing Agreement (Drake 88) dated January
                  29, 1990, with Axcess Broadcast Services, Inc.

*        7.       Broadcast Station Licensing Agreement (Oldies Package) dated
                  April 7, 1992, with Axcess Broadcast Services, Inc.

         8.       License Agreement dated January 10, 1994, with Broadcast
                  Music, Inc.

*        9.       Program License and Service Agreement (traffic/billing system)
                  dated November 12, 1991, with Custom Business Systems, Inc.

         10.      Lease Agreement  (copier) dated March 18, 1996, and Copier
                  Maintenance  Agreement  dated June 19,  1996,  with  Donnellon
                  McCarthy, Inc.

         11.      Consulting Agreement dated December 27, 1995, with E. Alvin
                  Davis & Associates, Inc.

*        12.      Interactive Voice Response System Agreement dated January 26,
                  1996 with Fairwest  Direct, Inc.

                                       41


<PAGE>



*        13.      Licensing Agreement dated November 1, 1995, with FirstCom
                  Broadcast Services

*        14.      Consulting Agreement dated November 1, 1995, with Global Sales
                  Development Company

*        15.      Agreement (shared usage of RPU system) dated August 2, 1995,
                  with Heritage Media Corporation

*        16.      Equipment Lease with Imperial Business Credit (equipment for
                  Fairwest Direct Marketing)

         17.      National Radio Sales Representation Agreement dated April 25,
                  1994, with McGavren Guild, Inc.

         18.      Subscriber Agreement dated April 26, 1995, with International
                  Demographics, Inc.

         19.      Membership Agreement dated May 1, 1989, with Radio Advertising
                  Bureau, Inc.

*        20.      License Agreement (Selector) dated January 7, 1988, with Radio
                  Computing Services, Inc.

*        21.      Broadcasting Performance License dated January 4, 1982, with
                  SESAC, Inc.

*        22.      License Agreement (tower space for antenna) dated November 28,
                  1992, with Cincinnati TV 64 Limited Partnership

         23.      Emergency Power Generator Agreement dated July 27, 1993, with
                  Cincinnati TV 64 Limited Partnership

         24.      Quali-Tap Contract dated January 1, 1993, with Tapscan
                  Incorporated

         25.      Network Affiliate Agreement dated December 12, 1988, with
                  Traffic Watch, Inc.

*        26.      Management Employment Agreement dated August 19, 1996, with
                  James B. Richards

         27.      Employment Agreement dated March 1, 1995, with James Blommel

         28.      Employment Agreement dated August 30, 1993, as amended on
                  December 26, 1994, with Karen Schlichte-Brown


                                       42


<PAGE>



         29.      Employment Agreement dated June 26, 1995, as amended on
                  May 31, 1996, with Tracy Gardella

         30.      Employment Agreement dated June 12, 1995, as amended on
                  May 31, 1996, with Steven D. Halprin

         31.      Employment Agreement dated January 1, 1996, with David S.
                  Heimlich

         32.      Employment Agreement dated June 13, 1994, as amended on
                  March 6, 1995, with Nancy Holmes

         33.      Employment Agreement dated August 24, 1992, as amended on
                  March 15, 1993, and February 23, 1995, with Rob B. McCracken

         34.      Employment Agreement dated December 31, 1990, as amended on
                  March 15, 1993, and February 23, 1995, with Terry D. Moore

         35.      Employment Agreement dated April 18, 1996, with N. Scott
                  Vandivier

         36.      Employment Agreement dated October 1, 1995, with Janeen C.
                  Moody

         37.      Employment Agreement dated March 4, 1996, with Terry Creeden

         38.      Employment Agreement dated March 4, 1996, with James LaBarbara

         39.      Employment Agreement dated April 1, 1996, with Sankey Alan
                  Moody

         40.      Employment Agreement dated March 4, 1996, with Thomas Presutti

         41.      Employment Agreement dated March 4, 1996, with Roland C.
                  Schumacher

         42.      Employment Agreement dated March 4, 1996, with James A. Stolz


                               Material Contracts

         1.       Lease Agreement dated August 30, 1990, with River City
                  Capital, L.P. (formerly NKA Hyde Park, Inc.) (office/studio
                  space)

         2.       Lease Agreement dated May 29, 1992, with River City Capital,
                  L.P. (formerly NKA Hyde Park, Inc.) (first floor space at
                  Edwards road)

         3.       Agreement (shared usage of RPU system) dated August 2, 1995,
                  with Heritage Media Corporation


                                       43


<PAGE>




         4.       License Agreement (tower space for antenna) dated November 28,
                  1992, with Cincinnati TV 64 Limited Partnership

         5.       Emergency Power Generator Agreement dated July 27, 1993, with
                  Cincinnati TV 64 Limited Partnership


                                       44


<PAGE>



                                  SCHEDULE 7.10


                     Exceptions to Environmental Compliance



                                      None

                                       45


<PAGE>



                                  SCHEDULE 7.11


                              Intellectual Property


                               Ohio Service Marks


            (Other items to be supplied after execution of Agreement)


                                       46


<PAGE>



                                  SCHEDULE 7.12


                              Financial Statements


         1.      Balance Sheet as of June 30, 1996
         2.      Income Statement June 1 - June 30, 1996
         3.      Income Statement December 1 - December 31, 1995
         4.      Income Statement December 1 - December 31, 1994

                                       47


<PAGE>



                                  SCHEDULE 7.13


                                Station Personnel



                              List attached hereto



                                       48


<PAGE>



                                  SCHEDULE 7.14


                                   Litigation




                                      None

                                       49


<PAGE>



                                  SCHEDULE 7.15


                              Compliance With Laws


                                      None





                                       50


<PAGE>


                                  SCHEDULE 7.16


                             Employee Benefit Plans


         1.       401(k) Plan

                  The Dalton Group,  Inc. Savings Plan with investments  handled
                  by The Guardian  Insurance and Annuity Company.  Approximately
                  25  WGRR   employees   participate.   There  are  no   Company
                  Contributions.

         2.       Health Insurance/Life Insurance

                  Health   Insurance    through    Nationwide    Health   Plans.
                  Approximately  30  employees  participate,  eight of which are
                  family plans. The Company pays approximately 90% of individual
                  employee health insurance costs, and all of the costs for Life
                  Insurance.

         3.       Disability Insurance

                  Insurance  through  Mutual of Omaha.  Company pays 100% of the
                  cost for approximately 22 employees.



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