ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT  is dated  December  17,  1996,  by and
between American Radio Systems Corporation,  a Delaware  corporation  ("Buyer"),
and Brighton Broadcasting, L.P. New York limited partnership ("Seller").

                                P R E M I S E S:

         A.  Seller is the  permittee/licensee  of and  operates  radio  station
WAQB(FM) Brighton,  New York (the "Station")  pursuant to licenses issued by the
Federal Communications Commission (the "FCC").

         B. Seller desires to sell, and Buyer wishes to buy,  substantially  all
of  Seller's  assets  used or useful in the  operation  of the  Station  and the
broadcast  business  made  possible  thereby  for the price and on the terms and
conditions hereafter set forth.

                                   AGREEMENTS:

         In consideration of the above premises and the covenants and agreements
contained herein, Buyer and Seller agree as follows:

                                    Section 1
                                  DEFINED TERMS

         The  following  terms  shall  have  the  following   meanings  in  this
Agreement:

         1.1  "Accounts  Receivable"  means the rights of Seller to payment  for
services rendered  (including sale of time or talent on the Station for cash) by
Seller prior to the Closing  Date as reflected on the billing  records of Seller
relating to the Station.




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         1.2 "Assets" means the tangible and intangible assets owned and used in
connection with the conduct of the business or operations of the Station,  being
such assets as are specifically set forth in Section 2.1 herein, which are being
sold,  transferred,  or otherwise  conveyed to Buyer hereunder,  as specified in
detail in Section 2.1.

         1.3 "Assumed Contracts" means (i) all Contracts listed in Schedule 3.7,
(ii) any  Contracts  entered into by Seller in the  ordinary  course of business
between  the date  hereof and the  Closing  Date which would have been listed on
Schedule  3.7 had they been in  existence  on the date  hereof  and which  Buyer
agrees  in  writing  to  assume,  (iii)  all  Contracts,  except  employment  or
employee-related  contracts,  in  existence  on the Closing  Date which meet the
criteria set forth in Section 3.7 (i) - (iii) for  exclusion  from Schedule 3.7,
and (iv) all Contracts  with  advertisers  for the sale of time or talent on the
Station for cash entered into in the ordinary course of business.

         1.4 "Closing" means the consummation of the transaction contemplated by
this Agreement in accordance with the provisions of Section 8.

         1.5 "Closing  Date" means the date of the Closing  specified in Section
8.1.

         1.6  "Consents"  means all of the  consents,  permits or  approvals  of
government  authorities and other third parties necessary to transfer the Assets
to Buyer  or  otherwise  to  consummate  the  transaction  contemplated  hereby,
including  without  limitation  the  consents of the parties to those  Contracts
designated in Schedule 3.7 with an asterisk.

         1.7  "Contracts"  means all  agreements  and  leases,  written  or oral
(including any amendments and other modifications  thereto) to which Seller is a
party or which are binding  upon Seller and affect the assets or the business or
operations  of the Station,  and (i) which are in effect on the date hereof,  or
(ii) which are entered into by Seller in the ordinary course of business between
the date hereto and the Closing Date.



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<PAGE>

         1.8  "Escrow  Deposit"  shall mean the sum of Three  Hundred  and Fifty
Thousand  Dollars  ($350,000) held by Blackburn & Company,  Inc. as Escrow Agent
pursuant to an Escrow  Agreement of even date, by and among Buyer,  Seller,  and
Escrow Agent in the form set forth in Schedule 1.8 hereto.

         1.9 "Excluded Assets" shall mean those assets described or set forth in
Section 2.2 herein,  in  addition  to any assets not  specifically  set forth in
Section 2.1 herein.

         1.10 "FCC Consent"  means action by the FCC granting its consent to the
assignment of the FCC Licenses to Buyer as contemplated by this Agreement.

         1.11  "FCC  Licenses"  means  all of the  licenses,  permits  and other
authorizations issued by the FCC to Seller in connection with the conduct of the
business or operations of the Station.

         1.12  "Final  Order"  means a written  action,  order or public  notice
issued  by the FCC,  setting  forth the FCC  Consent  and (a) which has not been
reversed,  stayed,  enjoined,  set aside,  annulled or  suspended,  and (b) with
respect to which (i) no requests have been filed for  administrative or judicial
review,  reconsideration,  appeal  or stay,  and the time  for  filing  any such
requests and for the FCC to review the action on its own motion has expired,  or
(ii) in the event of review,  reconsideration  or appeal that does not result in
the FCC  consent  being  reversed,  stayed,  enjoined,  set aside,  annulled  or
suspended, the time for further review, reconsideration or appeal has expired.

         1.13  "Licenses"   means  all  of  the  licenses,   permits  and  other
authorizations,  including  the FCC  Licenses,  issued by the FCC,  the  Federal
Aviation   Administration  ("FAA"),  and  any  other  federal,  state  or  local
governmental  authorities  to  Seller  in  connection  with the  conduct  of the
business or operations of the Station.

         1.14 "Personal Property" means all of the machinery,  equipment, tools,
vehicles,  furniture,  leasehold  improvements,  office equipment,  plant, spare
parts, and other tangible  personal property which are owned or leased by Seller
and used as of


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<PAGE>

the date hereof in the conduct of the  business or  operations  of the  Station,
plus such  additions  thereto and  deletions  therefrom  arising in the ordinary
course  of  business  between  the  date  hereof  and the  Closing  Date  all as
specifically set forth in Section 3.6 hereof and in Schedule 3.6 hereto.

         1.15  "Purchase  Price" means the purchase  price  specified in Section
2.3.

         1.16 "Real  Property"  means all of the fee estates and  buildings  and
other improvements thereon, leasehold interests,  easements, licenses, rights to
access,  rights-of-way,  and other real property  interests  owned by Seller and
used in the conduct of the  business  or  operations  of the  Station  which are
identified  on Schedule  3.5 hereof plus such  additions  thereto and  deletions
therefrom arising in the ordinary course of business between the date hereof and
the Closing Date.

                                    SECTION 2
                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this  Agreement,  Seller hereby agrees to transfer and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase,  all of the Assets,  free and
clear  of  any  claims,  liabilities,  mortgages,  liens,  pledges,  conditions,
charges, or encumbrances of any nature whatsoever (except for those permitted in
accordance with Section 2.5, 3.5 or 3.6 below),  more specifically  described as
follows:

                  (a) The Personal Property;

                  (b) The Real Property;

                  (c) The Licenses;

                  (d) The Assumed Contracts;


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<PAGE>

                  (e) Goodwill and all  trademarks,  trade names,  service marks
and all other information and similar intangible assets relating to the Station,
including those listed in Schedule 3.9 hereto;

                  (f) All of the Seller's proprietary information,  which relate
to the Station,  including without limitation,  technical  information and data,
machinery and  equipment  warranties,  maps,  computer  discs and tapes,  plans,
diagrams,  blueprints,  and  schematics,  including  filings  with the FCC which
relate  to the  Station,  if any;

                  (g) All choses in action and rights under warranties of Seller
relating  to the  Station  or the  Assets,  if any;

                  (h) All books and records relating exclusively to the business
or  operations  of  the  Station,  including  executed  copies  of  the  Assumed
Contracts,  and all records required by the FCC to be kept, subject to the right
of  Seller to have  such  books  and  records  made  available  to Seller  for a
reasonable period, not to exceed four (4) years.

         2.2 Excluded Assets.  The Assets shall exclude the following assets, in
addition to those listed on Schedule  2.2:

                  (a) Seller's cash on hand as of the Closing Date and all other
cash  in any of  Seller's  bank or  savings  accounts;  any  and  all  insurance
policies, letters of credit, or other similar items and any cash surrender value
in regard thereto;  and any stocks,  bonds,  certificates of deposit and similar
investments.

                  (b) Any Contracts  other than the Assumed  Contracts;

                  (c) All books and  records of Seller,  subject to the right of
Buyer to have access and to copy for a period of four (4) years from the Closing
Date any information dealing exclusively with the business and operations of the
Station,  and Seller's other books and records  related to internal  matters and
financial  relationships  with  Seller's  lenders;


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<PAGE>

                  (d) Any claims,  rights and  interest in and to any refunds of
federal,  state or local franchise,  income or other taxes or fees of any nature
whatsoever   for  periods   prior  to  the  Closing   Date;

                  (e) Any pension, profit-sharing or employee benefit plans, and
any  employment  or  collective  bargaining  agreement,  except  to  the  extent
specifically  assumed in Section  2.4,  2.5 or 6.10 of this  Agreement.

                  (f) The Accounts Receivable.

         2.3  Purchase  Price.  The Purchase  Price shall be Three  Million Five
Hundred  ($3,500,000).  The  Purchase  Price  shall be  adjusted  to reflect any
adjustments  or prorations  made and agreed to at Closing as provided in Section
2.4 hereof.

         2.4 Adjustments and Prorations.  All revenues  arising from the Station
up until midnight on the day prior to the Closing Date, and all expenses arising
from the  Station  up until  midnight  on the day  prior  to the  Closing  Date,
including  business  and license fees  (including  any  retroactive  adjustments
thereof),  utility  charges,  real and personal  property taxes and  assessments
levied against the Assets,  accrued employee  benefits such as vacation time and
sick time, property and equipment rentals,  applicable  copyright or other fees,
sales and service charges,  taxes (except for taxes arising from the transfer of
the Assets hereunder), and similar prepaid and deferred items, shall be prorated
between  Buyer and Seller in  accordance  with the  principle  that Seller shall
receive all  revenues,  and all refunds to Seller and deposits of Seller held by
third parties, and shall be responsible for all expenses,  costs and liabilities
allocable  to the conduct of the business or  operations  of the Station for the
period prior to the Closing Date, and Buyer shall receive all revenues and shall
be responsible for all expenses,  costs and obligations allocable to the conduct
of the  business or  operations  of the Station on the Closing  Date and for the
period  thereafter.  Buyer shall  receive  credit to the extent of the value (as
calculated in Seller's  financial  statements  consistent with past practice) of
any and all advertising  time to be run following the Closing for


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<PAGE>

which trade or barter consideration has been received by the Seller prior to the
Closing.

         Notwithstanding  the foregoing,  there shall be no adjustment  for, and
Seller shall remain solely liable with respect to, any Contracts not included in
the Assumed Contracts, or any other obligation or liability not being assumed by
Buyer in accordance with Section 2.5.

                  A. Any adjustments or prorations will, insofar as feasible, be
determined and paid on the Closing Date, with final settlement and payment being
made in accordance with the procedures set forth in Section 2.4B.

                  B. Within sixty (60) days after the Closing Date,  Buyer shall
deliver to Seller a certificate (the "Closing Certificate"),  signed by a senior
officer of Buyer  after due inquiry by such  officer  but  without any  personal
liability  to such  officer,  providing a  compilation  of the  adjustments  and
prorations  to be made pursuant to this Section 2.4,  including any  adjustments
and  prorations  made at Closing,  together  with a copy of any  working  papers
relating  to such  Closing  Certificate  and such other  supporting  evidence as
Seller  may  reasonably  request.  If Seller  shall  conclude  that the  Closing
Certificate  does not accurately  reflect the  adjustments  and prorations to be
made pursuant to this Section 2.4,  Seller shall,  within thirty (30) days after
its receipt of the Closing  Certificate,  provide to Buyer its written statement
of any discrepancies  believed to exist.  Joseph L. Winn on behalf of Buyer, and
James Smisloff on behalf of Seller, or their respective designees, shall attempt
jointly to resolve the  discrepancies  within fifteen (15) days after receipt of
Seller's discrepancy statement,  which resolution, if achieved, shall be binding
upon all parties to this Agreement and not subject to dispute or review. If such
representatives  cannot  resolve the  discrepancy  to their mutual  satisfaction
within  such  fifteen  (15) day  period,  Buyer and  Seller  shall,  within  the
following  ten (10) days,  jointly  designate  a regional  or local  branch of a
nationally known independent public accounting firm to be retained to review the



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<PAGE>

Closing Certificate together with Seller's  discrepancy  statement and any other
relevant  documents.  The cost of retaining such independent  public  accounting
firm shall be borne  equally  by Buyer and  Seller.  Such firm shall  report its
conclusions as to  adjustments  pursuant to this Section 2.4, which report shall
be  conclusive  on all parties to this  Agreement  and not subject to dispute or
review.  If, after  adjustment as appropriate  with respect to the amount of the
aforesaid  adjustments  paid or credited at the Closing,  Buyer is determined to
owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is
determined  to owe an amount to Buyer,  Seller shall pay such amount  thereof to
Buyer, in each case within ten (10) days of such determination.

         2.5 Assumption of Liabilities and Obligations.  As of the Closing Date,
Buyer  shall  pay,  discharge  and  perform  (i)  all  of  the  obligations  and
liabilities  of Seller under the Licenses and the Assumed  Contracts  insofar as
they relate to the time period on and after the Closing Date, and arising out of
events  occurring  on or  after  the  Closing  Date,  (ii) all  obligations  and
liabilities arising out of events occurring on or after the Closing Date related
to Buyer's  ownership of the Assets or its conduct of the business or operations
of the  Station on or after the  Closing  Date,  and (iii) all  obligations  and
liabilities for which Buyer receives a proration adjustment hereunder. All other
obligations and liabilities of Seller,  including (i) any obligations  under any
Contract not included in the Assumed  Contracts,  (ii) any obligations under the
Assumed  Contracts  relating to the time period prior to the Closing Date, (iii)
any claims or pending litigation or proceedings relating to the operation of the
Station  prior to the Closing  Date,  and (iv) those related to employees as set
forth in Section 6.9 herein shall remain and be the  obligations and liabilities
solely of Seller.

                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER


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<PAGE>

Seller represents and warrants to Buyer as follows:

         3.1 Organization,  Standing and Authority. Seller is a partnership duly
formed, validly existing and in good standing under the laws of the State of New
York and is duly  qualified to conduct its business in the such state,  which is
the only  jurisdiction  where the conduct of the business or  operations  of the
Station requires such qualification.  Each Seller has all requisite  partnership
power and authority (i) to own,  lease,  and use the Assets as presently  owned,
leased, and used, and (ii) to conduct the business or operations of the Stations
as presently conducted. Seller has all requisite partnership power and authority
to execute and deliver this Agreement and the documents contemplated hereby, and
to perform  and comply with all of the terms,  covenants  and  conditions  to be
performed and complied with by Seller, hereunder and thereunder. Seller is not a
participant in any joint venture or partnership  with any other person or entity
with respect to any part of the Stations' operations or the Assets.

         3.2 Authorization and Binding Obligation. The execution,  delivery, and
performance  of this  Agreement  by  Seller  have been  duly  authorized  by all
necessary partnership action on the part of Seller. This Agreement has been duly
executed and delivered by Seller and constitutes the legal,  valid,  and binding
obligation of Seller,  enforceable  against Seller in accordance  with its terms
except as the enforceability  hereof may be affected by bankruptcy,  insolvency,
or similar laws  affecting  creditors'  rights  generally,  or by  court-applied
equitable remedies.

         3.3  Absence of  Conflicting  Agreements.  To  Seller's  knowledge  and
subject to obtaining the Consents,  the execution,  delivery, and performance of
this Agreement and the documents contemplated hereby (with or without the giving
of notice,  the lapse of time, or both): (i) does not require the consent of any
third  party;  (ii) will not  conflict  with any  provision  of the  Partnership
Agreement  of Seller;  (iii) will not


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<PAGE>

conflict with,  result in a breach of, or constitute a default  under,  any law,
judgment,  order, ordinance,  decree, rule, regulation or ruling of any court or
governmental  instrumentality,  which is applicable to either Seller;  (iv) will
not conflict with, constitute grounds for termination of, result in a breach of,
constitute a default  under,  or  accelerate or permit the  acceleration  of any
performance  required  by the  terms of,  any  material  agreement,  instrument,
license or permit to which  either  Seller is a party or by which  either may be
bound;  or (v) will not create any claim,  liability,  mortgage,  lien,  pledge,
condition, charge, or encumbrance of any nature whatsoever upon the Assets.

         3.4  Licenses.  Schedule 3.4  includes a true and complete  list of the
Licenses. Seller has delivered to Buyer true and complete copies of the Licenses
(including any and all amendments and other modifications thereto). As described
in Schedule  3.4, the Licenses  were validly  issued with the Seller  designated
thereon being the authorized legal holder thereof.  The Licenses comprise all of
the licenses, permits and other authorizations required from any governmental or
regulatory authority for the lawful conduct of the business or operations of the
Station as presently operated. Seller has no reason to believe that the Licenses
will not be  renewed  by the FCC or other  granting  authority  in the  ordinary
course.

         3.5 Title to and  Condition  of Real  Property.  Schedule  3.5 contains
descriptions  of all the  Real  Property,  which  comprises  all  real  property
interest  necessary to conduct the business or  operations of the Station as now
conducted.  Seller has delivered to Buyer true and complete copies of all leases
or other material instruments pertaining to the Real Property (including any and
all  amendments  and  other  modifications  of such  instruments),  all of which
instruments  are valid,  binding and enforceable in accordance with their terms.
To Seller's knowledge,  Seller is not in material breach, nor is any other party
in material breach, of the terms of any of such leases or other instruments. All
Real  Property (i) is available for immediate use in the


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<PAGE>

conduct of the business or operations of the Station,  and (ii) to Seller's best
knowledge  materially  complies as described in Schedule 3.5 with all applicable
building,  electrical and zoning codes and all  regulations of any  governmental
authority having jurisdiction. Seller has full legal and practical access to the
Real Property.

         3.6 Title to and Condition of Personal Property.  Schedule 3.6 contains
descriptions of all material items of the Personal Property, which comprises all
personal  property  used to conduct the business or operations of the Station as
now  conducted.  Except as described in Schedule  3.6,  Seller owns and has good
title to all Personal Property. None of the Personal Property owned by Seller is
subject to any security interest, mortgage, pledge, conditional sales agreement,
or other lien or encumbrance, except for (i) liens for current taxes not yet due
and payable,  and (ii) any other claims or  encumbrances  which are described in
Schedule 3.6 and annotated to indicate that such claims or encumbrances shall be
removed  prior to or at Closing.  Except as shown in  Schedule  3.6, to Seller's
knowledge the Personal Property taken as a whole is in good operating  condition
and repair (ordinary wear and tear excepted), and is available for immediate use
in the business or operations of the Station,  and the  transmitting  and studio
equipment  included in the Personal Property (i) has been maintained  consistent
with FCC rules and  regulations,  and (ii) will  permit the Station and any unit
auxiliaries  thereto to operate in accordance with the terms of the FCC Licenses
and the rules and regulations of the FCC, and with all other applicable federal,
state and local statutes, ordinances, rules and regulations.

         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with advertisers for the sale of time or talent on the
Station  for cash and  substantially  at rate card and which are not prepaid and
which may be  cancelled by the Station  without  penalty on not more than thirty
(30) days notice, (ii) employment contracts and miscellaneous  service contracts
terminable  at will without  penalty,  and (iii) other  contracts  not involving
either  aggregate  liabilities  under all such contacts


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<PAGE>

exceeding Five Thousand Dollars ($5,000) or any material nonmonetary obligation.
Seller has delivered to Buyer true and complete copies of all written Contracts,
and true and complete  memoranda of all oral  Contracts  (including  any and all
amendments and other modifications to such Contracts). Other than the Contracts,
to Seller's  knowledge the Seller requires no contract or agreement to enable it
to carry on its business as presently conducted.  To Seller's knowledge,  all of
the Assumed Contracts are in full force and effect,  and are valid,  binding and
enforceable in accordance with their terms, except as the enforceability thereof
may be affected by bankruptcy,  insolvency or similar laws affecting  creditors'
rights  generally,  or by  court-applied  equitable  remedies.  Seller is not in
material  breach,  nor to  Seller's  knowledge  is any other  party in  material
breach,  of the terms of any such  Contracts.  Except as expressly  set forth in
Schedule  3.7,  the  Seller  is not aware of any  intention  by any party to any
Assumed Contract (i) to terminate such contract or amend the terms thereof, (ii)
to refuse to renew the same upon  expiration  of its term, or (iii) to renew the
same upon  expiration  only on terms and conditions  which are more onerous than
those pertaining to such existing contract.  Except for the Consents, Seller has
full legal power and authority to assign its rights under the Assumed  Contracts
to Buyer in accordance with this Agreement,  and such assignment will not affect
the validity, enforceability and continuation of any of the Assumed Contracts.

         3.8  Consents.  To  Seller's  knowledge,  except  for the  FCC  Consent
provided for in Section 6.1 and the other Consents  indicated in Schedule 3.7 or
described in Schedule 3.8, no consent,  approval, permit or authorization of, or
declaration to or filing with any governmental or regulatory  authority,  or any
other  third  party  is  required  (i) to  consummate  this  Agreement  and  the
transaction contemplated hereby, (ii) to permit Seller to assign or transfer the
Assets to Buyer,  or (iii) to enable Buyer to conduct the business or operations
of the Station in essentially the same manner as such business or operations are
presently conducted.



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<PAGE>

         3.9 Trademarks, Trade Names and Copyrights.  Schedule 3.9 is a true and
complete list of all copyrights,  trademarks,  trade names,  licenses,  patents,
permits,  jingles,  privileges and other similar intangible  property rights and
interests  (exclusive  of those  required to be listed in Schedule  3.4) applied
for,  issued  to or owned by  Seller,  or under  which  Seller  is  licensed  or
franchised,  and  used in the  conduct  of the  business  or  operations  of the
Station, all of which are valid and in good standing and, to Seller's knowledge,
uncontested.  Seller has delivered to Buyer copies of all documents establishing
such  rights,  licenses,  or other  authority.  Seller is not  aware  that it is
infringing upon or otherwise  acting  adversely to any trademarks,  trade names,
copyrights, patents, patent applications,  know-how, methods, or processes owned
by any other person or persons,  and there is no claim or action pending,  or to
the knowledge of Seller threatened, with respect thereto.

         3.10 Insurance.  All of the tangible property included in the Assets is
insured against loss or damage in amounts  generally  customary in the broadcast
industry.  Schedule  3.11  comprises a true and complete  list of all  insurance
policies  of  Seller  which  insure  any part of the  Assets.  All  policies  of
insurance listed in Schedule 3.11 are in full force and effect.

         3.11  Reports.  To Seller's  knowledge,  except where  failure to do so
would not have a material  adverse  effect on the  ownership or operation of the
Station:  all  returns,  reports and  statements  which the Station is currently
required  to file with the FCC or with any other  governmental  agency have been
filed,  and  all  reporting  requirements  of the  FCC  and  other  governmental
authorities  having  jurisdiction  thereof have been complied  with; all of such
reports, returns and statements are substantially complete and correct as filed;
and the Station's public inspection file is located at the main studio and is in
compliance with the FCC's rules and regulations.

         3.12 Employee  Benefit  Plans.  There are no employee  benefit plans or
arrangements  applicable  to the  employees of Seller  employed at the Stations.
Seller has


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<PAGE>

furnished or made  available  to Buyer true and  complete  copies of all written
documents or information  with respect to employee  matters and  arrangements at
the Station,  including without limitation,  all employee  handbooks,  rules and
policies, plan documents, trust agreements,  employment agreements, summary plan
descriptions,  and  descriptions of any unwritten plans listed in Schedule 3.13.
There exists no action,  suit or claim (other than routine  claims for benefits)
with respect to any of such plans or  arrangements  pending or, to the knowledge
of Seller,  threatened  against  any of such plans or  arrangements,  and Seller
possesses  no  knowledge  of any facts which could give rise to any such action,
suit or claim.

         3.13  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective bargaining agreements with respect to the Station except as described
in Schedule 3.7 hereto.  Seller has no written or oral  contracts of  employment
with any  employee of the  Station,  other than those  listed in  Schedule  3.7.
Seller has  provided  Buyer with true and  complete  copies of all such  written
contracts  of  employment  and  true and  complete  memoranda  of any such  oral
contracts.  To Seller's knowledge,  Seller, in the operation of the Station, has
complied  in  all  material   respects  with  all  applicable  laws,  rules  and
regulations  relating to the  employment  of labor,  including  those related to
wages, hours, collective bargaining,  occupational safety,  discrimination,  and
the payment of social security and other payroll  related taxes,  and it has not
received  any  notice  alleging  that it has  failed to  comply in any  material
respect with any such laws, rules or regulations. No controversies, disputes, or
proceedings are pending or, to the best of its knowledge, threatened, between it
and employees  (collectively) of the Station. No labor union or other collective
bargaining  unit  represents  any of the  employees of the Station.  To the best
knowledge of Seller, there is no union campaign being conducted to solicit cards
from employees to authorize a union to request a National Labor  Relations Board
certification election with respect to any of Seller's employees at the Station.



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<PAGE>

         3.14 Taxes.  Seller has filed or caused to be filed all federal  income
tax  returns and all other  federal,  state,  county,  local or city tax returns
which are  required to be filed,  and it has paid or caused to be paid all taxes
shown on said returns or on any tax assessment received by it to the extent that
such taxes have become due, or has set aside on its books  reserves  (segregated
to the extent required by sound accounting practice) deemed by it to be adequate
with respect  thereto.  No events have occurred  which could impose on Buyer any
transferee  liability for any taxes,  penalties or interest due or to become due
from Seller.

         3.15 Claims,  Legal Actions.  Except as set forth in Schedule 3.16, and
except for any investigations and rule-making  proceedings  generally  affecting
the broadcasting industry, there is no claim, legal action, counterclaim,  suit,
arbitration,  governmental  investigation or other legal,  administrative or tax
proceeding, nor any order, decree or judgment, in progress or pending, or to the
knowledge of Seller  threatened,  against or relating to Seller,  the Assets, or
the business or operations of the Station, nor does Seller know of any basis for
the same.  In  particular,  except as set forth in  Schedule  3.16,  but without
limiting the generality of the foregoing, there are no applications,  complaints
or proceedings  pending or, to the best of its knowledge,  threatened (i) before
the FCC  relating  to the  business  or  operations  of the  Station  other than
applications,   complaints  or  proceedings  which  affect  the  radio  industry
generally,  (ii) before any federal or state agency involving charges of illegal
discrimination  by the  Station  under any federal or state  employment  laws or
regulations, or (iii) against Seller or the Station before any federal, state or
local agency involving environmental or zoning laws or regulations.

         3.16 Compliance with Laws. To the best knowledge of Seller,  Seller has
complied in all material respects with (i) the Licenses, and (ii) all applicable
federal,  state and local laws, rules,  regulations and ordinances.  To the best
knowledge  of Seller,



                                       15
<PAGE>

neither the ownership or use, nor the conduct of the business or operations,  of
the Station conflicts with rights of any other person, firm or corporation.

         3.17 Environmental Matters. During Seller's period of ownership and, to
the best knowledge of Seller, during those of its predecessor, there has been no
production, storage, treatment, recycling, disposal, use, generation, discharge,
release  or other  handling  or  disposition  of any kind by  Seller or any such
predecessor of any toxic or hazardous wastes, substances,  products,  pollutants
or materials of any kind, including, without limitation, petroleum and petroleum
products and asbestos, or any other wastes, substances,  products, pollutants or
material  regulated under any  environmental  laws at, in, on, from or under the
Real Property which in any event is in material  violation of environmental law.
The  operations  of  Seller  and,  to  Seller's  best  knowledge,  those  of its
predecessor,  are and have  been  conducted,  as the case  may be,  in  material
compliance with all applicable Environmental Laws.

         3.18  Conduct of Business in Ordinary  Course.  Since  October 1, 1996,
Seller has  conducted  the  business and  operations  of the Station only in the
ordinary course and has not:

                  (a)  Suffered  any  material  adverse  change in the  business
         assets or properties,  or condition  (financial or otherwise) of Seller
         or of the Station, including without limitation any damage, destruction
         or loss  affecting  the Assets and any material  decreases in operating
         cash flow;

                  (b) Made any material  increase in compensation  payable or to
         become payable to any of the employees of Seller,  or any bonus payment
         made or promised to any employee of Seller,  or any material  change in
         personnel   policies,   employee   benefits   or   other   compensation
         arrangements affecting the employees of Seller; or

                  (c) Made any sale, assignment,  lease or other transfer of any
         of  Seller's  properties  other than in the normal and usual  course of
         business with suitable replacements being obtained therefor.



                                       16
<PAGE>

         3.19 Full  Disclosure.  No  representation  or warranty  made by Seller
herein 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  made   intentionally   or  in  bad  faith,  or
intentionally  or in bad faith  omits or will omit to state  any  material  fact
known to Seller  and  required  to make the  statements  herein or  therein  not
misleading.



                                       17
<PAGE>

                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

         4.1 Organization,  Standing and Authority.  Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware,  and shall be, at Closing,  qualified to conduct business in the State
of New York.  Buyer has all requisite  corporate  power and authority to execute
and deliver this Agreement and the documents contemplated hereby, and to perform
and comply with all of the terms, covenants,  and conditions to be performed and
complied with by Buyer hereunder and thereunder.

         4.2 Authorization and Binding Obligation.  The execution,  delivery and
performance  of this  Agreement  by  Buyer  have  been  duly  authorized  by all
necessary  corporate  action on the part of Buyer.  This Agreement has been duly
executed and delivered by Buyer and  constitutes the legal,  valid,  and binding
obligation of Buyer,  enforceable  against  Buyer in  accordance  with its terms
except as the enforceability  hereof may be affected by bankruptcy,  insolvency,
or similar laws  affecting  creditors'  rights  generally,  or by  court-applied
equitable remedies.

         4.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and  performance of this Agreement and the
documents  contemplated  hereby (with or without the giving of notice, the lapse
of time,  or both):  (i) does not require the consent of any third  party;  (ii)
will not conflict with the Articles of Incorporation  or Bylaws of Buyer;  (iii)
will not conflict with, result in a breach of, or constitute a default under, or
accelerate or permit the  acceleration of any performance  required by the terms
of, any material agreement,  instrument, licenses, or permit to which Buyer is a
party or by which Buyer may be bound.



                                       18
<PAGE>

         4.4 FCC Qualification. Buyer has no knowledge of any facts which would,
under present law  (including  the  Communications  Act of 1934, as amended) and
present  rules,  regulations  and practices of the FCC,  disqualify  Buyer as an
assignee of the  licenses,  permits and  authorizations  listed on Schedule  3.4
hereto, or as an owner and/or operator of the Station's  Assets,  and Buyer will
not take,  or  unreasonably  fail to take,  any action  which Buyer knows or has
reason to know would cause such disqualification (it being understood that Buyer
has  an  active   duty  to  attempt   to   ascertain   what  would   cause  such
disqualification). Should Buyer become aware of any such facts, it will promptly
notify  Seller in writing  thereof and use its best  efforts to prevent any such
disqualification.  Buyer further  represents and warrants that it is financially
qualified to meet all terms,  conditions and  undertakings  contemplated by this
Agreement.

                                    SECTION 5
                               COVENANTS OF SELLER

         5.1 Pre-Closing Covenants.  Except as contemplated by this Agreement or
with the prior  written  consent  of  Buyer,  not to be  unreasonably  withheld,
between the date hereof and the Closing  Date,  Seller shall operate the Station
in the ordinary course of business in accordance with its past practices (except
where such would  conflict with the following  covenants or with Seller's  other
obligations  hereunder),  and abide by the  following  negative and  affirmative
covenants:

                  A.  Negative  Covenants.  Seller  shall  not  do  any  of  the
                  following:

                  (1) Compensation.  Increase the compensation, bonuses or other
         benefits  payable or to be payable to any person employed in connection
         with the conduct of the business or operations  of the Station,  except
         in accordance with past practices;



                                       19
<PAGE>

                  (2)  Contracts.  Enter  into any  trade or  barter  contracts;
         modify  or  amend  any of the  Assumed  Contracts;  enter  into any new
         Contracts except in the ordinary course of business,  provided that all
         new Contracts  (other than  Contracts  for the sale of broadcast  time)
         shall not involve either aggregate  liabilities exceeding Five Thousand
         Dollars ($5,000), or any material nonmonetary obligation;

                  (3) Disposition of Assets.  Sell, assign,  lease, or otherwise
         transfer or dispose of any of the Assets, except for assets consumed or
         disposed of in the ordinary course of business, where no longer used or
         useful in the business or  operations  of the Station or in  connection
         with the  acquisition  of replacement  property of equivalent  kind and
         value;

                  (4) Encumbrances. Create, assume or permit to exist any claim,
         liability, mortgage, lien, pledge, condition, charge, or encumbrance of
         any  nature  whatsoever  upon  the  Assets,  except  for (i)  those  in
         existence on the date of this Agreement, disclosed in Schedules 3.5 and
         3.6, or permitted by Section 2.5, 3.5 or 3.6 and (ii) mechanics'  liens
         and other  similar  liens  which will be removed  prior to the  Closing
         Date;

                  (5) Programming.  Reduce the Station's programming hours below
         the minimum  required by the FCC, or make any other material changes in
         the Station's programming policies,  except such changes as in the good
         faith judgment of the Seller are required by the public interest;

                  (6)  Licenses.  Do any act or fail to do any act  which  might
         result in the expiration, revocation, suspension or modification of any
         of  the  Licenses,   or  fail  to  prosecute  with  due  diligence  any
         applications  to any  governmental  authority  in  connection  with the
         operation of the Station;

                  (7) Rights.  Waive any material  right relating to the Station
         or the Assets; or

                  (8) No Inconsistent Action. Knowingly take any action which is
         inconsistent  with its  obligations  hereunder or which could hinder or
         delay  the  consummation  of  the  transaction   contemplated  by  this
         Agreement.

                  B. Affirmative Covenants. Seller shall do the following:

                           (1) Access to Information.  Upon prior notice,  allow
         Buyer and its authorized  representatives reasonable access at mutually
         agreeable  times at Buyer's expense during normal business hours to the
         Assets  and  to  all  other  properties,   equipment,  books,  records,
         Contracts  and  documents  relating to the Station (but not relating to
         Seller's  other  operations  or business)  for the purpose of audit and
         inspection,  and  furnish  or  cause  to be  furnished  to Buyer or its



                                       20
<PAGE>

         authorized  representatives all information with respect to the affairs
         and  business  of the  Station  (but not  relating  to  Seller's  other
         operations  or  business)  as Buyer may  reasonably  request,  it being
         understood that the rights of Buyer hereunder shall not be exercised in
         such a manner as to interfere  with the  operations  of the business of
         Seller;  provided that neither the  furnishing of such  information  to
         Buyer or its  representatives  nor any investigation made heretofore or
         hereafter  by  Buyer  shall  affect  Buyer's  rights  to  rely  on  any
         representation  or warranty made by Seller in this  Agreement,  each of
         which shall survive any furnishing of information or any investigation;

                           (2) Maintenance of Assets. Maintain all of the Assets
         or replacements  thereof and improvements  thereon in current condition
         (ordinary wear and tear excepted), and use, operate and maintain all of
         the above  assets in a reasonable  manner,  with  inventories  or spare
         parts and  expendable  supplies being  maintained at levels  consistent
         with past practices;

                           (3)  Insurance.   Maintain  the  existing   insurance
         policies on the Station and the Assets;

                           (4) Consents.  Use its  reasonable  efforts to obtain
         the Consents;

                           (5)  Preservation  of  Business.  Use its  reasonable
         efforts to preserve the business and audience of the Stations,  and its
         present  relationships with their employees,  suppliers,  customers and
         others  having  business  relations  with  it and  maintain  levels  of
         marketing and  promotions  efforts and  expenditures  during the period
         prior to the  Closing  Date equal to or  greater to such  levels in the
         year immediately prior to the Closing Date;

                           (6) Books and Records. Maintain its books and records
         in accordance with past practices;

                           (7) Notification. Promptly notify Buyer in writing of
         any unusual or material  developments with respect to the assets of the
         Station, and of any material change in any of the information contained
         in  Seller's  representations  and  warranties  contained  in Section 3
         hereof or in the  schedules  hereto,  provided  that such  notification
         shall not relieve Seller of any obligations hereunder;

                           (8)  Personnel.  Promptly  notify  Buyer as personnel
         vacancies  occur  at  the  Station  and  consider  for  employment  all
         personnel recommended by Buyer for such vacant positions;

                           (9) Trade and Barter Agreements. Provide prior to the
         Closing  Date the  advertising  time due  under  any trade  and  barter
         agreements listed in Schedule 3.7;



                                       21
<PAGE>

                           (10)  Financial  Information.  As may  be  requested,
         furnish to Buyer  within  fifteen (15) days after the end of each month
         ending  between  the date hereof and the  Closing  Date a statement  of
         income and expense  relating to the Station's  operations for the month
         just ended and such other financial information  (including information
         on payables and receivables) as Buyer may reasonably  request and which
         is prepared in the ordinary course of business.

                           (11) Contracts. Prior to the Closing Date, deliver to
         Buyer a list of all Contracts  entered into between the date hereof and
         the Closing  Date of the type  required  to be listed in Schedule  3.7,
         together with the copies of such Contracts; and

                           (12)  Compliance  with Laws.  Comply in all  material
         respects with all rules and regulations of the FCC, and all other laws,
         rules and  regulations to which Seller,  the Station and the Assets are
         subject.

         5.2 Post-Closing  Covenants.  After the Closing,  Seller will take such
actions,  and execute and deliver to Buyer such further deeds, bills of sale, or
other transfer  documents as, in the reasonable opinion of counsel for Buyer and
Seller, may be necessary to ensure, complete and evidence the full and effective
transfer of the Assets to Buyer pursuant to this Agreement.


                                    SECTION 6
                        SPECIAL COVENANTS AND AGREEMENTS

         6.1 FCC Consent.  The assignment of the FCC Licenses as contemplated by
this Agreement is subject to the prior consent and approval of the FCC.

                  A. Within ten (10) days after the execution of this Agreement,
Buyer and Seller  shall  file with the FCC an  appropriate  application  for FCC
Consent.  The parties  shall  prosecute  said  application  with all  reasonable
diligence  and  otherwise



                                       22
<PAGE>

use their best efforts to obtain the grant of such  application as expeditiously
as  practicable.  If the FCC Consent  imposes any condition on any party hereto,
such party  shall use its best  efforts  to comply  with such  condition  unless
compliance  would be unduly  burdensome or would have a material  adverse effect
upon it. If reconsideration or judicial review is sought with respect to the FCC
Consent, Buyer and Seller shall oppose such efforts to obtain reconsideration or
judicial  review (but  nothing  herein  shall be  construed to limit any party's
right to terminate this Agreement pursuant to Section 9 of this Agreement).

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions on Buyer,  (ii)  compliance by the parties  hereto with the condition
(if any)  imposed in the FCC  Consent,  and (iii) the FCC  Consent,  through the
passage of time or otherwise, becoming a Final Order, provided, though, that the
condition  that the FCC Consent shall have become a Final Order may be waived by
Buyer, in its sole discretion.

         6.2 Control of the Station.  Buyer shall not,  directly or  indirectly,
control,  supervise,  direct,  or attempt to control,  supervise or direct,  the
operations  of the Station;  such  operations,  including  complete  control and
supervision of all of the Station's programs,  employees, and policies, shall be
the sole responsibility of Seller until the completion of the Closing hereunder.

         6.3 Taxes,  Fees and  Expenses.  Seller and Buyer shall each pay 50% of
all sales,  transfer  and  similar  taxes and fees,  if any,  arising out of the
transfer  of the Assets  pursuant to this  Agreement,  provided,  however,  that
Seller's share of sales tax on tangible  personal property shall not exceed Four
Thousand  Dollars  ($4,000).  All filing



                                       23
<PAGE>

fees  required by the FCC shall be paid  equally by Seller and Buyer.  Except as
otherwise  provided in this  Agreement,  each party  shall pay its own  expenses
incurred in  connection  with the  authorization,  preparation,  execution,  and
performance  of this  Agreement,  including  all fees and  expenses  of counsel,
accountants, agents, and other representatives.

         6.4 Brokers. Buyer and Seller each represents and warrants that neither
it nor any person or entity  acting on its behalf has incurred any liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement,  except for Blackburn and Company,  Inc.,  whose
fee shall be solely the responsibility of Seller.

         6.5  Confidentiality.  Except as necessary for the  consummation of the
transaction  contemplated  hereby,  including Buyer's obtaining financing in any
form or means of its  choosing  related  hereto,  each  party  hereto  will keep
confidential  any  information  which  is  obtained  from  the  other  party  in
connection  with the  transaction  contemplated  hereby and which is not readily
available to members of the general  public,  and will not use such  information
for any  purpose  other than in  furtherance  of the  transactions  contemplated
hereby.  In the event this  Agreement  is  terminated  and the purchase and sale
contemplated  hereby  abandoned,  each party will  return to the other party all
documents,  work papers and other written material  obtained by it in connection
with the transaction contemplated hereby.

         6.6 Cooperation. Buyer and Seller shall cooperate fully with each other
and their  respective  counsel and  accountants  in connection  with any actions
required  to be  taken  as part  of  their  respective  obligations  under  this
Agreement,  and Buyer and Seller



                                       24
<PAGE>

shall  execute such other  documents as may be  necessary  and  desirable to the
implementation and consummation of this Agreement,  and otherwise use their best
efforts to consummate the transaction  contemplated  hereby and to fulfill their
obligations  hereunder.  Notwithstanding the foregoing,  except as otherwise set
forth herein,  Buyer shall have no obligation  (i) to expend funds to obtain the
Consents,  or (ii) to agree to any  adverse  change in any  License  or  Assumed
Contract to obtain a Consent required with respect thereto.

         6.7      Risk of Loss.

                  A. The risk of loss,  damage or  impairment,  confiscation  or
condemnation  of any of the Assets from any cause  whatsoever  shall be borne by
Seller at all times prior to the completion of the Closing.

                  B. If any  damage or  destruction  of the  Assets or any other
event occurs which prevents signal transmission by the Station in the normal and
usual  manner  and  Seller  cannot  restore  or  replace  the Assets so that the
conditions  are cured and normal and usual  transmission  is resumed  before the
Closing  Date,  the Closing Date shall be  postponed,  for a period of up to one
hundred and twenty (120) days, to permit the repair or replacement of the damage
or loss.

                  C. In the event of any  damage or  destruction  of the  Assets
described  above,  if such  Assets have not been  restored  or replaced  and the
Station's  normal and usual  transmission  resumed  within the one  hundred  and
twenty (120) day period  specified  above,  Buyer may terminate  this  Agreement
forthwith without any further obligation  hereunder by written notice to Seller.
Alternatively,  Buyer may, at its option,  proceed to close this  Agreement  and
complete  the  restoration  and  replacement



                                       25
<PAGE>

of such  damaged  Assets  after the Closing  Date,  in which event  Seller shall
deliver to Buyer all insurance  proceeds received in connection with such damage
or  destruction  of the  Assets to the  extent not  already  expended  by Seller
arising in connection with such restoration and replacement.

                  D.  Notwithstanding any of the foregoing,  Buyer may terminate
this Agreement  forthwith  without any further  obligation  hereunder by written
notice to Seller if any event occurs which prevents  signal  transmission by the
Station  in a  manner  generally  equivalent  to its  current  operations  for a
consecutive  period of five (5) or a  cumulative  period of  fourteen  (14) days
after the date hereof.

         6.8      Employee Matters.

                  A.  Within  five (5)  business  days after  execution  of this
Agreement,  Seller  shall  provide  to Buyer  an  accurate  list of all  current
employees of the Station together with a description of the terms and conditions
of their  respective  employment  (including  salary,  bonus and  other  benefit
arrangements) and their duties as of the date of this Agreement,  as well as the
annual salaries thereof.  Seller shall promptly notify Buyer of any changes that
occur prior to Closing with respect to such information.

                  B. Nothing  contained in this Agreement  shall confer upon any
employee of Seller any right with respect to continued  employment by Buyer, nor
shall  anything  herein  interfere  with any right the Buyer may have  after the
Closing Date to (i)  terminate  the  employment  of any of the  employees at any
time,  with or without  cause,  or (ii) establish or modify any of the terms and
conditions of the employment of the employees in the exercise of its independent
business judgment.



                                       26
<PAGE>

                  C. Except as otherwise set forth herein,  Buyer will not incur
any  liability  on  account  of  Seller's   employees  in  connection  with  the
transaction,   including,  without  limitation,  any  liability  on  account  of
unemployment insurance contributions, termination payments, retirement, pension,
profit-sharing,  bonus,  severance pay,  disability,  health,  accrued vacation,
accrued sick lease (unless a pro-rated adjustment is made as to vacation or sick
leave)   or  other   employee   benefit   plans,   practices,   agreements,   or
understandings.

         6.9 Accounts Receivable.  At the Closing,  Seller shall assign to Buyer
for collection  purposes only all Accounts  Receivable.  Seller shall deliver to
Buyer  on or as soon as  practicable  after  the  Closing  date a  complete  and
detailed statement showing the name, amount and age of each Account  Receivable.
Subject to and limited by the following,  collections of the Accounts Receivable
will be for the account of Seller.  Buyer shall endeavor in the ordinary  course
of business to collect the Accounts  Receivable for a period of ninety (90) days
after the Closing Date (the "Collection Period").  Any payment received by Buyer
during the  Collection  Period  from any  customer  with an account  which is an
Account   Receivable  shall  first  be  applied  in  reduction  of  the  Account
Receivable,   unless  the  customer  has  commenced  legal  action  specifically
disputing an outstanding balance and so directs in writing with the accompanying
payment. During the Collection Period, Buyer shall furnish Seller with a list of
, and pay over to Seller,  the amounts collected during such calendar month with
respect to the  Accounts  Receivable  on a monthly  basis.  Buyer shall  provide
Seller with a final  accounting on or before the fifteenth  (15th) day following
the end of the Collection Period.  Upon the request of either party at and after
such time, Buyer and



                                       27
<PAGE>

Seller shall meet to mutually and in good faith analyze any uncollected  Account
Receivable to determine if the same, in their reasonable business judgment,  are
deemed to be  collectable  and if Buyer  desires to retain  such  Account in the
interest of maintaining on  advertising  relationship.  As to each such Account,
Buyer and Seller shall negotiate a good faith value of such Account, which Buyer
shall pay to Seller if Buyer,  in its sole  discretion,  chooses to retain  such
Account.  Seller  shall  retain the right to collect any Account as to which the
parties are unable to reach agreement as to a good faith value, and Buyer agrees
to turn over to Seller  any  payments  received  against  any such  Account.  As
Seller's agent, Buyer shall not be obligated to use any extraordinary efforts or
expend any sums to collect  any of the  Accounts  Receivable  assigned to it for
collection hereunder or to refer any of such Accounts Receivable to a collection
agency or to any  attorney  for  collection,  and Buyer  shall not make any such
referral  or  compromise,  nor settle or adjust  the amount of any such  Account
Receivable,  except with the approval of Seller.  Buyer shall incur no liability
to Seller for any uncollected account unless Buyer shall have engaged in willful
misconduct  or gross  negligence in the  collection of such account.  During and
after the  Collection  Period,  without  specific  agreement  with  Buyer to the
contrary,  neither Seller nor its agents shall make any direct  solicitation  of
the Account  Receivable for collection  purposes except for Accounts retained by
seller after the Collection Period.

         6.10  Tower  Lease.  Seller  shall  provide  Buyer with a lease for the
Station's  tower  site in  substantially  the form set  forth in  Schedule  6.10
hereto.  Which,  once  executed and  delivered by buyer and Seller,  shall be an
Assumed Contract.



                                       28
<PAGE>

                                    SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

         7.1 Conditions to Obligations of Buyer. All obligations of Buyer at the
Closing  hereunder  are subject to the  fulfillment  prior to and at the Closing
Date of each of the following  conditions any of which may be waived by Buyer in
whole or in part in its sole discretion in writing:

                  A.  Representations  and Warranties.  The  representations and
warranties  of  Seller  in this  Agreement  shall  be true and  complete  in all
material respects at and as of the Closing Date, except for changes contemplated
by this Agreement,  as though such  representations  and warranties were made at
and as of such time.

                  B. Covenants and Conditions. Seller shall have in all material
respects performed and complied with the covenants,  agreements,  and conditions
required by this Agreement to be performed or complied with by it prior to or on
the Closing Date.

                  C.  Consents.  Each of the Consents  marked as  "material"  on
Schedule  3.7 shall  have been duly  obtained  and  delivered  to Buyer  with no
material  adverse  change to the terms of the License or Assumed  Contract  with
respect to which such Consent is obtained.

                  D. Licenses.  Seller shall be the holder of the Licenses,  and
there shall not have been any  modification of any of such Licenses which has an
adverse effect on the Station or the conduct of its business or  operations.  No
proceeding shall be pending the effect of which would be to revoke, cancel, fail
to renew, suspend or modify adversely any of the Licenses.



                                       29
<PAGE>

                  E.  Deliveries.  Seller  shall have made or stand  willing and
able to make all the deliveries to Buyer set forth in Section 8.2

                  F. Adverse Change.  Between the date of this Agreement and the
Closing Date,  there shall have been no material adverse change in the Assets or
the Stations.

         7.2 Conditions to Obligations of Seller.  The  obligations of Seller at
the Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions any of which may be waived by Seller in
whole or in part in its sole discretion in writing:

                  A.  Representations  and Warranties.  The  representations and
warranties of Buyer  contained in this  Agreement  shall be true and complete in
all  material  respects  at and as of  the  Closing  Date,  except  for  changes
contemplated by this Agreement,  as though such  representations  and warranties
were made at and as of such time.

                  B. Covenants and Conditions.  Buyer shall have in all material
respects performed and complied with the covenants,  agreements,  and conditions
required by this Agreement to be performed or complied with by it prior to or on
the Closing Date.

                  C. Deliveries. Buyer shall have made or stand willing and able
to make all the deliveries set forth in Section 8.3.

                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

         8.1 Closing.  The closing  shall take place at 10:00am on a date, to be
set by Buyer,  upon five (5) days  written  notice to Seller,  no later than ten
(10) days following the date upon which the FCC Consent has become a Final Order
(the "Closing Date"),



                                       30
<PAGE>

provided,  though,  that Buyer may waive the  requirement  for a Final Order and
schedule the Closing Date,  with five (5) days written notice to Seller,  at any
time after the receipt of FCC Consent.  Closing  shall be held at the offices of
Buyer or Seller or such other place as shall be mutually  agreed to by Buyer and
Seller, or by mail, facsimile and/or overnight delivery.

         8.2 Deliveries by Seller. Prior to or on the Closing Date, Seller shall
deliver to Buyer the following, in form and substance reasonably satisfactory to
Buyer and its counsel:

                  (a) Transfer Documents.  Duly executed warranty bills of sale,
         motor vehicle titles,  assignments  and other transfer  documents which
         shall be sufficient to vest good and marketable  title to the Assets in
         the name of Buyer or its  permitted  assignees,  free and  clear of any
         claims, liabilities, mortgages, liens, pledges, conditions, charges, or
         encumbrances  of any nature  whatsoever  (except for those permitted in
         accordance with Sections 2.5, 3.5 or 3.6 hereof);

                  (b)  Consents.   The  original  of  each  Consent   marked  as
         "material" with an asterisk on Schedule 3.7;

                  (c)  Seller's  Certificate.  A  certificate,  dated  as of the
         Closing Date,  executed by the General  Partner of Seller,  certifying:
         (i) that the representations and warranties of Seller contained in this
         Agreement  are true and  complete  in all  material  respects as of the
         Closing Date,  except for changes  contemplated by this  Agreement,  as
         though  made on and as of that date;  and (ii) that  Seller has, in all
         material  respects,  performed  its  obligations  and complied with its
         covenants set forth in this Agreement to be performed and complied with
         prior to or on the Closing Date;

                  (d) General Partner's Certificate. A certificate,  dated as of
         the Closing Date, executed by Seller's General Partner:  (i) certifying
         that the  execution  and  delivery of this  Agreement by Seller and the
         consummation   of  the  transaction   contemplated   hereby  have  been
         authorized and ratified; and (ii) providing,  as attachments thereto, a
         certificate of legal  existence  certified by an  appropriate  New York
         state official; as of a date not more than fifteen (15) days before the
         Closing  Date  and a copy of  Seller's  limited  Partnership  Agreement
         certified by Seller's General Partner as of the Closing Date;

                  (e) Licenses,  Contracts,  Business  Records,  Etc. Copies, if
         available, of all licenses, Assumed Contracts, blueprints,  schematics,
         working drawings,



                                       31
<PAGE>

         plans, projections,  statistics, engineering records, and all files and
         records  used by  Seller  in  connection  with  its  operations  of the
         Station;

                  (f)  Opinions  of Counsel.  Opinions  of Seller's  counsel and
         communications  counsel dated as of the Closing Date,  and addressed to
         Buyer and at Buyer's directions,  to Buyer's lenders,  substantially in
         the form of Schedule 8.2 hereto.

         8.3 Deliveries by Buyer.  Prior to or on the Closing Date,  Buyer shall
deliver to Seller the following,  in form and substance reasonably  satisfactory
to Seller and its counsel:

                  (a)  Purchase  Price.  The  Purchase  Price  paid to Seller or
         Seller's designee as provided in Section 2.3;

                  (b) Assumption  Agreements.  Appropriate assumption agreements
         pursuant to which Buyer shall assume and undertake to perform  Seller's
         obligations  under the  Licenses  and Assumed  Contracts  arising on or
         after the Closing Date;

                  (c)  Officer's  Certificate.  A  certificate,  dated as of the
         Closing  Date,  executed by the  President or Vice  President of Buyer,
         certifying  (i)  that  the  representations  and  warranties  of  Buyer
         contained  in this  Agreement  are true and  complete  in all  material
         respects as of the Closing  Date,  except for changes  contemplated  by
         this  Agreement,  as though made on and as of that date,  and (ii) that
         Buyer has, in all material  respects,  performed  its  obligations  and
         complied with its covenants set forth in this Agreement to be performed
         or complied with on or prior to the Closing Date;

                  (d) Secretary's  Certificate.  A certificate,  dated as of the
         Closing Date,  executed by Buyer's  Secretary:  (i) certifying that the
         resolutions,  as attached  to such  certificate,  were duly  adopted by
         Buyer's Board of Directors,  authorizing and approving the execution of
         this Agreement and the  consummation  of the  transaction  contemplated
         hereby and that such resolutions  remain in full force and effect;  and
         (ii) a copy of the corporate  charter,  articles of  incorporation  and
         Bylaws of Buyer as in effect on the date  hereof,  certified by Buyer's
         secretary as of the Closing Date;

                  (e) Opinion of Counsel.  An opinion of Buyer's General Counsel
         dated as of the Closing Date, substantially in the form of Schedule 8.3
         hereto.

                                    SECTION 9


                                       32
<PAGE>

                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

         9.1  Termination  Rights.  This  Agreement  may be terminated by either
Buyer or Seller if the  terminating  party is not then in breach of any material
provision of this  Agreement,  upon written notice to the other party,  upon the
occurrence of any of the following:

                  (a) If on the Closing Date (i) any of the conditions precedent
         to the obligations of the  terminating  party set forth in Section 7 of
         this  Agreement  shall not have  been  materially  satisfied,  and (ii)
         satisfaction  of such  condition  shall  not have  been  waived  by the
         terminating party;

                  (b) If the  Closing  shall  not  have  occurred  on or  before
         January 1, 1998

Upon  termination:  (i) if  neither  party  hereto is in breach of any  material
provision  of this  Agreement,  the  parties  hereto  shall not have any further
liability  to each  other;  (ii) if Seller  shall be in  breach of any  material
provision  of this  Agreement,  Buyer  shall have only the  rights and  remedies
provided  in Section  9.3 or (iii) if Buyer  shall be in breach of any  material
provision of this Agreement, Seller shall be entitled only to liquidated damages
as provided in Section 9.2 hereof.  If, upon termination,  Buyer shall not be in
breach of any material provision of this Agreement, the Escrow Deposit, plus all
interest or other proceeds from the investment  thereof,  less any  compensation
due the Escrow Agent, shall be paid to Buyer.

         9.2  Liquidated  Damages.  In the event this Agreement is terminated by
Seller due to a  material  breach by Buyer of its  representations,  warranties,
covenants and other  obligations  under this Agreement,  then the Escrow Deposit
shall be paid to Seller as liquidated  damages,  it being agreed that the Escrow
Deposit shall constitute full payment for any and all damages suffered by Seller
by reason of Buyer's failure to



                                       33
<PAGE>

close this  Agreement.  Buyer and Seller  agree in advance  that actual  damages
would be difficult to ascertain  and that the amount of the Escrow  Deposit is a
fair and  equitable  amount to  reimburse  Seller for damages  sustained  due to
Buyer's failure to consummate this Agreement for the  above-stated  reason.  All
interest or other proceeds from the investment of the Escrow  Deposit,  less any
compensation due the Escrow Agent, shall be paid to Seller.

         9.3  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages  would not be  adequate.  Buyer  shall  therefore  be  entitled,  as its
exclusive remedy hereunder,  to obtain specific performance of the terms of this
Agreement.  In the event of any action to enforce this Agreement,  Seller hereby
waives the defense that there is an adequate remedy at law.

         9.4  Defaults.  In the  event  of a  default  by a  party  hereto  (the
"Defaulting  Party")  which  results  in the  filing of a lawsuit  for  damages,
specific performance,  or other remedy the other party (the Nondefaulting Party)
shall be entitled to  reimbursement  by the Defaulting Party of reasonable legal
fees  and  expenses  incurred  by  the  Nondefaulting  Party  in the  event  the
Nondefaulting Party prevails.


                                   SECTION 10
                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties,  and shall  survive  the Closing  Date for a period of fifteen  (15)
months (the "Survival  Period").  No claim for indemnification may be made under
this  Section 10 (except for section  10.3(a) or related  claims  under  Section
10.3(c)) after the expiration



                                       34
<PAGE>

of the Survival Period.  Any  investigations by or on behalf of any party hereto
shall  not  constitute  a waiver  as to  enforcement  of any  representation  or
warranty contained herein, except that insofar as any party has knowledge of any
misrepresentation  or  breach of  warranty  at  Closing  and such  knowledge  is
documented in writing at Closing, such party shall be deemed to have waived such
misrepresentation or breach. As of the effective date of this Agreement, neither
party is  aware of any  misrepresentation  or  breach  of  warranty  under  this
Agreement on the part of the other party hereto.

         10.2  Indemnification by Seller.  Seller shall indemnify and hold Buyer
harmless against and with respect to, and shall reimburse Buyer for:

                  (a) Any and all losses,  liabilities or damages resulting from
         any untrue representation,  breach of warranty or nonfulfillment of any
         covenants by Seller contained  herein or in any certificate,  delivered
         to Buyer hereunder.

                  (b) Any and all  obligations  of Seller  not  assumed by Buyer
         pursuant to the terms hereof;

                  (c) Any and all losses,  liabilities or damages resulting from
         Seller's  operation or  ownership  of the Station  prior to the Closing
         Date,  including any and all liabilities  arising under the Licenses or
         the Assumed  Contracts  which relate to events  occurring  prior to the
         Closing Date; and

                  (d) Any and all actions, suits, proceedings,  claims, demands,
         assessments,  judgments, and reasonable costs and expenses, incident to
         any of the  foregoing or incurred in  investigating  or  attempting  to
         avoid the same or to oppose the imposition thereof.

         10.3  Indemnification  by Buyer.  Buyer shall indemnify and hold Seller
harmless against and with respect to, and shall reimburse Seller for:

                  (a) Any and all losses,  liabilities or damages resulting from
         any untrue representation,  breach of warranty or nonfulfillment of any
         covenants by Buyer contained herein or in any certificate  delivered to
         Seller hereunder;

                  (b) Any and all losses,  liabilities or damages resulting from
         Buyer's  operation  or ownership of the Station on or after the Closing
         Date,  including



                                       35
<PAGE>

         any and all  liabilities or  obligations  arising under the Licenses or
         the  Assumed  Contracts  which  relate  to events  occurring  after the
         Closing Date or otherwise assumed by Buyer under this Agreement; and

                  (c) Any and all actions, suits, proceedings,  claims, demands,
         assessments,  judgments,  and reasonable costs and expenses,  including
         reasonable legal fees and expenses, incident to any of the foregoing or
         incurred in  investigating or attempting to avoid the same or to oppose
         the imposition thereof.

         10.4 Procedures for Indemnification. The procedures for indemnification
shall be as follows:

                  A. The party  claiming the  indemnification  (the  "Claimant")
shall  promptly  give notice to the party from whom  indemnification  is claimed
(the "Indemnifying  Party") of any claim, whether between the parties or brought
by a third party,  specifying (i) the factual basis for such claim, and (ii) the
amount of the claim. If the claim relates to an action, suit or proceeding filed
by a third party against Claimant, such notice shall be given by Claimant within
five (5) days after written notice of such action,  suit or proceeding was given
to Claimant.

                  B.  Following  receipt of notice from the Claimant of a claim,
the Indemnifying Party shall have thirty (30) days to make such investigation of
the claim as the  Indemnifying  Party  deems  necessary  or  desirable.  For the
purposes of such  investigation,  the Claimant  agrees to make  available to the
Indemnifying  Party  and/or its  authorized  representative(s)  the  information
relied upon by the Claimant to  substantiate  the claim. If the Claimant and the
Indemnifying  Party agree at or prior to the  expiration of said thirty (30) day
period (or any  mutually  agreed upon  extension  thereof) to the  validity  and
amount of such  claim,  or if the  Indemnifying  Party does not  respond to such
notice,  the Indemnifying  Party shall  immediately pay to the Claimant the full
amount of the claim. Buyer shall be entitled to apply any or all of the Accounts
Receivable  collected  on  behalf  of  Seller  to a claim as to  which  Buyer is
entitled to  indemnification  hereunder.  If the Claimant  and the  Indemnifying
Party do



                                       36
<PAGE>

not agree within said period (or any mutually  agreed upon  extension  thereof),
the Claimant may seek appropriate legal remedy.

                  C. With  respect to any claim by a third party as to which the
Claimant is entitled to indemnification  hereunder, the Indemnifying Party shall
have the right at its own expense,  to  participate  in or assume control of the
defense  of  such  claim,  and the  Claimant  shall  cooperate  fully  with  the
Indemnifying Party, subject to reimbursement for reasonable actual out-of-pocket
expenses incurred by the Claimant as the result of a request by the Indemnifying
Party. If the Indemnifying  Party elects to assume control of the defense of any
third-party  claim,  the  Claimant  shall have the right to  participate  in the
defense of such claim at its own expense.

                  D. If a  claim,  whether  between  the  parties  or by a third
party,  requires  immediate action, the parties will make all reasonable efforts
to reach a decision with respect thereto as expeditiously as possible.

                  E. If the Indemnifying  Party does not elect to assume control
or otherwise  participate  in the defense of any third party claim,  it shall be
bound by the results obtained in good faith by the Claimant with respect to such
claim.

                  F. The  indemnification  rights  provided in Sections 10.2 and
10.3 shall extend to the shareholders,  directors,  officers, partners employees
and  representatives  of the Claimant although for the purpose of the procedures
set forth in this Section 10.4, any indemnification claims by such parties shall
be made by and through the Claimant.

                                   SECTION 11
                                  MISCELLANEOUS

         11.1 Notices. All notices,  demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (i) in writing, (ii)
delivered  by



                                       37
<PAGE>

personal  delivery,  or sent by  commercial  delivery  service or  registered or
certified mail, return receipt  requested,  or by facsimile  transmission,  with
receipt  confirmation,  (iii)  deemed to have been given on the date of personal
delivery or the date set forth in the records of the delivery  service or on the
return receipt, and (iv) addressed as follows:

If to Seller:                       Brighton Broadcasting, L.P.
                                    680 Clover Street
                                    Rochester, NY 14610
                                    Attn: James Smisloff
                           and
                                    Craig Fox
                                    4853 Manor Hill Drive
                                    Syracuse, NY 13215

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

with a copy
(which shall not
constitute notice) to:              Michael B. Milsom,
                                      Vice President & General Counsel
                                    American Radio Systems, Inc.
                                    116 Huntington Avenue
                                    Boston, MA  02116
                                    Fax: (617) 375-7575

or to such other or  additional  persons and  addresses  as the parties may from
time to time  designate in a writing  delivered in accordance  with this Section
11.1.

         11.2 Benefit and Binding  Effect.  Neither party hereto may assign this
Agreement  without the prior written  consent of the other party hereto,  except
that Buyer may assign its rights and  obligations  under this  Agreement  to any
affiliated or  unaffiliated  entity,  provided,  however,  that following  which
assignment  Buyer shall remain  liable to Seller for all of Buyer's  obligations
hereunder.  This Agreement shall



                                       38
<PAGE>

be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors and permitted assigns.

         11.3 Governing Law. This Agreement  shall be governed,  construed,  and
enforced in accordance with the laws of the State of New York.

         11.4 Headings.  The headings  herein are included for ease of reference
only and  shall not  control  or  affect  the  meaning  or  construction  of the
provisions of this Agreement.

         11.5 Gender and Number. Words used herein, regardless of the gender and
number  specifically  used,  shall be deemed and  construed to include any other
gender, masculine, feminine or neuter, and any other number, singular or plural,
as the context required.

         11.6 Entire Agreement.  This Agreement,  all schedules hereto,  and all
documents  and  certificates  to be  delivered  by the parties  pursuant  hereto
collectively  represent the entire understanding and agreement between Buyer and
Seller with respect to the subject matter hereof. All schedules attached to this
Agreement shall be deemed part of this Agreement and incorporated  herein, where
applicable,  as if fully set forth herein.  This Agreement  supersedes all prior
negotiations  between  Buyer and  Seller,  and all  letters  of intent and other
writings related to such  negotiations,  and cannot be amended,  supplemented or
modified  except by an agreement in writing  which makes  specific  reference to
this Agreement or an agreement  delivered  pursuant hereto,  as the case may be,
and  which  is  signed  by the  party  against  which  enforcement  of any  such
amendment, supplement or modification is sought.

         11.7 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation,  warranty, covenant, agreement or condition herein may be waived
by the party  entitled  to the  benefits  thereof  only by a written  instrument
signed by the party  granting such waiver,  but such waiver or failure to insist
upon strict compliance



                                       39
<PAGE>

with such obligation, representation, warranty, covenant, agreement or condition
shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other  failure.  Whenever this  Agreement  requires or permits  consent by or on
behalf of any party  hereto,  such consent shall be given in writing in a manner
consistent with the requirements for a waiver of compliance as set forth in this
Section 11.7.

         11.8   Severability.   If  any  provision  of  this  Agreement  or  the
application   thereof  to  any  person  or  circumstance  shall  be  invalid  or
unenforceable or any extent, the remainder of this Agreement and the application
of such  provision  to other  persons  or  circumstances  shall not be  affected
thereby and shall be enforced to the greater extent permitted by law.

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

         IN WITNESS  WHEREOF,  this  Agreement  has been  executed  by Buyer and
Seller as of the date first above written.

         SELLER:                             BRIGHTON BROADCASTING, L.P.


                                         By: __________________________
                                             Craig Fox, Limited Partner


                                         By: __________________________
                                             James J. Smisloff, General Partner


         BUYER:                              AMERICAN RADIO SYSTEMS CORPORATION


                                            By:      __________________________




                                       40
<PAGE>

                                                     Title:

ASSETWAQB(FM)






                                       41
<PAGE>







                      SCHEDULES TO ASSET PURCHASE AGREEMENT




1.8      Escrow Agreement

3.4      Licenses

3.5      Real Property

3.6      Personal property

3.7      Assumed Contracts

3.8      Consents required

3.9      Trademarks; trade names; copyrights

3.16     Claims; legal actions

6.10     Tower lease

8.2      Opinion of Seller's General and FCC Counsels

8.3      Opinion of Buyer's General Counsel






                                       42