AGREEMENT OF SALE


         THIS AGREEMENT,  made and entered into this 14th day of February by and
between AMERICAN RADIO SYSTEMS CORPORATION., a Delaware Corporation and AMERICAN
RADIO  SYSTEMS  LICENSE  CORP.,  a  Delaware   Corporation   ("License   Corp.")
(hereinafter referred to as "Seller") and KlMITRON, INC., a New York Corporation
(hereinafter referrer to as "Buyer").

                               W I N E S S E T H:

         WHEREAS,  Seller  is the  owner  of and its  wholly  owned  subsidiary,
License  Corp.,  is  licensee of Radio  Station  WCMF-AM,  Rochester,  New York,
(hereinafter sometimes referred to as the "Station"); and

         WHEREAS,  Seller desires to sell and Buyer desires to purchase  certain
of the real and personal property and assets,  both tangible and intangible,  of
the Seller used in the operation of the Station,  and to obtain  assignments  of
the licenses,  authorizations  and permits issued by the Federal  Communications
Commission  (hereinafter  referred  to as the  "FCC") for the  operation  of the
Station  and of any other  licenses,  permits  or  authorizations  issued by any
regulatory agency in connection therewith; and

         WHEREAS,  the  licenses  issued  by the FCC for  the  operation  of the
Station may not be assigned by the Seller to the Buyer without the prior written
consent of the FCC;

         NOW  THEREFORE,  in  consideration  of the  aforesaid and of the mutual
promises and  covenants  hereinafter  to be mutually  kept and  performed by the
parties  hereto,  as well as for  other  good and  valuable  consideration,  the
parties  hereto,  intending  to be  legally  bound  hereby,  do hereby  agree as
follows:


<PAGE>


                                       -2-

1.       ASSETS TO BE CONVEYED.

          Subject to the prior  approval of the FCC as provided  herein,  Seller
agrees to sell, assign,  transfer,  convey and deliver to Buyer and Buyer agrees
to  purchase,  accept  and  receive  from  the  Seller  on the  Closing  Date as
hereinafter  defined all of Sellers right,  title and interest of, in and to the
following listed real property and tangible and intangible personal property and
assets of the Station (Station Assets or Assets):

         A. The licenses,  authorizations  and permits issued by the FCC for the
exclusive use of the Station and used,  useful or intended for use in connection
with or related to the  Station and the  operation  thereof,  including  but not
limited to,  those  listed on Exhibit "A"  attached  hereto and made part hereof
free  and  closer  of any and  all  liens,  claims,  security  interests  and/or
encumbrances of any nature or kind whatsoever.

         B. The  tangible  personal  property  and assets of  Station  listed on
Exhibit "B"  attached  hereto and made part  hereof,  together  with any and all
replacements  thereof  or  additions  or  accessions  thereto of similar or like
quality made in the usual and ordinary course of Station's  business between the
date  hereof and the Closing  Date free and clear of any and all liens,  claims,
security interests, and/or encumbrances of any nature or kind whatsoever.

         C. All that certain real property with the  buildings,  towers,  ground
systems  and other  improvements  thereon  erected  situate at 7090 Ridge  Road,
Clarkson,  New York, comprised of sixty (60) +/- acres, and described in Exhibit
"C"  attached  hereto and made part hereof,  together  with all and singular the
rights,  appurtenances  and easements  pertaining  thereto  including any right,
title and interest of Seller in and to adjacent  streets,  alleys,  or rights of
way,  (the  Real  Property),  free and  clear of any and all  liens,  mortgages,
easements,  encumbrances,  claims,  and  deeds of trust  of any  nature  or kind
whatsoever except as hereafter provided.


<PAGE>


                                       -3-

         D. All files, records,  logs, and program materials required by the FCC
to be  maintained by Seller or on file with the FCC that relate to the operation
of the  Station  and all other  files and  records of the Station on the Closing
Date relating exclusively to the business and operation of the Station.

         E.  All  other  licenses,  permits  or  authorizations  issued  by  any
regulatory  agency which are used,  useful, or intended for use in the operation
of the Station.

         F. Anything not listed above is not part of the sale.  Specifically the
assets of Seller being sold do not include (i) cash on hand or in bank and notes
receivable  or accounts  receivable  (billed or unbilled)  (ii) the call letters
"WCMF",  or (iii) any item or  tangible  personal  property  owned by Seller not
listed on Exhibit "B", whether or not any such property is used or useful in the
operation  of the  Station,  which  assets are to remain the property of Seller.
Buyer assumes no liability or obligations for Station personnel or employment or
benefits contracts, or any related contracts, obligations or leases with respect
thereto.  There are no other  contracts,  leases or other agreements to be sold,
assigned or purchased  hereunder  and Buyer assumes no liability for same or for
any debt or  obligation of Seller which may have  accumulated  or accrued on any
contract,  leases or agreements which are  specifically  excluded herein and are
not part of this sale.

2.       PURCHASE PRICE.

         The purchase price for the sale and settlement of the assets  hereunder
payable  from  Buyer  to  Seller  is  the  sum  of SIX  HUNDRED  FIFTY  THOUSAND
($650,000.00) DOLLARS payable, apportioned and allocated as follows:

         A. The purchase price allocation for the Station Assets purchased is in
accordance with Exhibit "D" attached hereto and made a part hereof

         B. Buyer shall pay for the above assets in the following manner:


<PAGE>


                                       -4-

<TABLE>
<S>               <C>                                                                <C>
                  (1)      Upon execution of this Agreement of Sale,                 $ 32,500.00
                                an earnest money deposit of:
                  (2)      Upon filing an assignment application for the
                               Station with the FCC an additional earnest
                               money deposit of:                                     $ 32,500.00

                  (3)      At Closing the balance of:                                $585,000.00
                                                                                     -----------

                                                                   TOTAL             $650,000.00
</TABLE>


         C. All  payments  by  Buyer to  Seller  shall be made  either  by cash,
certified check, bank check, bank check, cashier's check, or by wire transfer of
immediately available funds.

         D. All earnest  money  deposits  shall be held in a  federally  insured
interest bearing escrow account titled in the names of Seller and Buyer at Union
National Bank & Trust Co., Souderton,  PA, which earnest money deposits shall be
retained in escrow until Closing  hereunder or  termination of this Agreement as
provided herein.

                  (1) In the event of Closing under this  Agreement all interest
earned shall be returned to Buyer and all principal shall be paid to Seller.

                  (2) In the event of a permitted  termination of this Agreement
by the Buyer or the Seller (except due to a material breach of this Agreement by
Buyer) as  provided  herein then the earnest  money  deposited  with all accrued
interest  shall be  returned  to the  Buyer  and this  Agreement  shall  then be
declared null and void and neither party shall have any further  liability to or
action against the other party hereto except as may be hereinafter provided.

                  (3) In the event of a material breach of this Agreement by the
Buyer then the earnest money  deposited  plus accrued  interest shall be paid to
the Seller as liquidated damages but only if Seller has not materially  breached
this  Agreement,  and this  Agreement  shall then be declared  null and void and
Seller shall have no further claim or action against the Buyer.


<PAGE>


                                       -5-

In the event of a material  breach of this Agreement by the Seller,  Buyer shall
at Buyer's  option  have the right to  specific  performance  in addition to any
other available legal and/or equitable remedies.

3.       SELLERS REPRESENTATIONS, COVENANTS AND WARRANTIES.

         Seller warrants,  covenants and represents to Buyer that now and on the
Closing Date hereunder:

         A.  Seller  or  License  Corp.  is  and  will  be  the  holder  of  the
authorizations,  licenses and permits issued by the FCC and any other regulatory
agency,  if any, for the operation of Station and the same are in full force and
effect and unimpaired by any acts or omissions of Seller,  or Sellers  employees
or agents or for any other reason.

         B. The tower,  transmitting and Studio equipment and all other tangible
personal  property  included  as a  Station  Asset  shall  be in good  operating
condition  and shall  permit  the  Station to  operate  in  accordance  with the
licenses and permits and the rules and regulations of the FCC. The  transmission
facilities  of Station,  including  but not limited to,  studios,  transmitters,
antennae,  control  systems,  and any and  all  other  such  assets  normal  and
essential to  broadcasting,  and included in the Station  assets are in material
compliance with all applicable licenses, specifications, requirements, rules and
regulations of the FCC, FAA, and any other governmental  regulatory agency which
holds authority over the operation of the Station.

         C.  There  will be no more  than  normal  wear and tear of the  Station
Assets and any replacements  thereof and additions or accessions thereto,  being
sold  hereunder  and used,  useful of  intended  for use in  connection  with or
related to the Station and the operation  thereof.  All the  aforesaid,  and the
Tower  site and the use  thereof as a radio  station,  are  permitted  by and in
material conformity with all applicable  building,  zoning,  Wetlands,  or other
laws,  ordinances,  rules  and/or  regulations  and Seller has not  received any
notices of violations of same.


<PAGE>


                                       -6-

         D. Seller is and will be at Closing the owner of the Real Property, the
Station Assets and any replacements  thereof and additions of accessions thereto
used, use for intended for use in the operation of Station free and clear of any
all liens, claims, security interests,  mortgages, deeds of trust, restrictions,
liabilities  and  encumbrances  of any nature or kind whatsoever as hereinbefore
set forth, and shall be lawfully possessed of good,  indefeasible and marketable
title thereto.

         E.  Seller is and will be at Closing  fully  empowered  and  authorized
under  all  applicable  laws to  execute,  perform,  deliver  and carry out this
agreement  according  to its  terms.  Seller is a  corporation  duly  organized,
validly  existing  and in good  standing  in the State of  Delaware  and is duly
qualified to conduct business in the State of New York.

         F. Subject to the approval of the Department of Justice pursuant to the
Final  Judgment filed January 31, 1997 in United States of America and the State
of New York v. American Radio Systems  Corporation.  the Lincoln Group, L.P. and
Great Lakes Wireless  Talking  Machine LLC; United States District Court for the
District of Columbia,  No. 96 2459 (the "Final  Judgment"),  the  execution  and
performance of this Agreement  shall and does not connect with or cause a breach
of any other  Agreement,  understanding,  commitment or arrangement to which the
Seller is a party. G. All  information and documents  provided or to be provided
to Buyer by Seller and upon which Buyer has relied is/are substantially true and
correct. H. No consent or approval of any third party other than the FCC and the
Department  of Justice  under the Final  Judgment is required  before Seller can
perform  as  required  hereunder.   I.  Upon  consummation  of  the  transaction
contemplated  herein,  the continued  operation of the Station by Buyer,  in the
same manner as now operated by Seller, will not violate


<PAGE>


                                       -7-

any laws,  ordinances,  rules,  regulations  or order which are in effect at the
time of Closing and Seller has not violated same.

         J. Seller knows of no patent, latent or invisible defects in any of the
property to be sold and transferred hereunder.

         K. No  proceedings  are pending or  threatened  which may result in the
revocation,   modification,   non-renewal,   or   suspension  of  any  licenses,
authorizations  or  permits  issued  by the  FCC or  others  necessary  for  the
operation of the Station.

         L. Seller shall maintain  adequate and sufficient  public liability and
fire and  property  damage  insurance  on all property and assets being sold and
transferred hereunder in full force and effect until Closing.

         M. It is  understood  and agreed by the parties  hereto that Buyer will
hire new  employees to operate the Station  commencing  on the Closing Date and,
therefore,   Buyer  assumes  no  obligations   whatsoever  for  current  Station
employees. No union or other collective bargaining unit represents the employees
of Seller at the  Station  and there are no  employment  contracts  or any other
agreements or understandings as to employment at Station with such employees and
there are no  agreements  of any nature  which extend  beyond  thirty (30) days.
Buyer assumes no obligations or liabilities under any such agreements.  When the
FCC  grants  its full and  final  consent  to the  assignment  to the  licenses,
authorizations and permits of the Station, as hereinafter defined,  Seller shall
give all employees of Station notice of termination of employment  unless Seller
intends to continue employing such person in other operations owned by Seller.

         N.  Notwithstanding any other provision of this Agreement,  Buyer shall
not assume any  responsibility  or liability for any Pension,  Welfare,  Health,
Accident, Life Insurance or other benefit plans for Station's employees,  funded
or unfunded, if any such exist.


<PAGE>


                                       -8-

         O. The execution and delivery of this Agreement and the consummation of
the transactions  contemplated  hereby have been duly and validly  authorized by
all  necessary  action on the part of Seller and this  Agreement  is a valid and
binding obligation of Seller.

         P. To the best or Seller's knowledge,  it has duly and timely filed all
required federal,  state and local tax returns and paid all taxes,  interest and
penalties due relating to Sellers interest in the assets being transferred,  its
employees,  or  its  operation  of  the  Station,  or has  sought  and  obtained
extensions of time to file such and pay same within the time provided  therefor.
Between the date hereof and the Closing  Date,  Seller  shall  exercise its best
efforts to duly and timely file all such required return and pay all such taxes,
interest and penalties,  or to obtain such  extensions  within the time provided
therefor. Seller shall indemnify,  defend, save and hold harmless Buyer from and
against all claims,  obligations  and  liabilities  for all taxes,  interest and
penalties  attributable  lo Sellers  business,  employees,  and/or  ownership or
operation of the Station and the assets being transferred.

         Q. The  environmental  condition of the Real Properly and the buildings
and  improvements  thereon  erected and being sold  hereunder  as to  "hazardous
and/or Toxic Waste or Substances" or "Pollutants" (including without limitation,
Hydrocarbons,  PCB's, Petroleum and the like) as such terms or similar terms are
defined under the laws,  rules,  regulations or ordinances of the United States,
any State,  and/or any local governmental  authority is as stated in the Phase I
Environmental Site Assessment ("Assessment") dated November 27, 1996 prepared by
Passero Associates,  P.C., a copy of which is attached hereto as Exhibit "E". To
the best of Sellers  knowledge  there has been no change in such condition since
the date of said Assessment.

         R. As to the Real  Property,  and/or  the  buildings  and  Improvements
thereon are being sold  hereunder  Seller has not received any notice,  summons,
citation,  directive,  letter or other communication,  written or oral, from the
United States, any State Environmental Protection


<PAGE>


                                       -9-

Agencies or similar such agencies or anyone else  concerning any  intentional or
unintentional  action or omission on Sellers or any prior  owner's or present or
prior  occupants  part  which  resulted  in the  releasing,  spilling,  leaking,
pumping,  pouring,  emitting,  emptying,   discharging,   injecting,   escaping,
leaching, dumping or disposing or the like of such "Hazardous and/or Toxic Waste
or Substances" or "Pollutants"  into the waters,  into the air, or onto the land
which  may or may not have  resulted  in  damage  to the  lands,  waters,  fish,
shellfish, wildlife, air and/or other resources owned, managed, held in trust or
otherwise controlled by the United States, any State, Seller, or others.

         S. Title to the Station Assets shall be as set forth in this Agreement.

         T. The Sellers  portion of the assignment  application to be filed with
the FCC as of tile date of said filing shall be in a form  acceptable for filing
under the FCC rules and sufficient for the FCC's consent as hereafter defined.

         U. There is access to the Real Property by right of ingress and egress,
by easement, directly from a public or private road, or otherwise.

         V. The Station shall continue to be operated as an ongoing business the
same as it is presently being operated.

         W. The Real  Property  being sold and conveyed  hereunder is all of the
real property  owned by Seller at the location where the Station is situated and
there  is no  other  real  property  and the Real  Property  hereunder  is not a
subdivision of and/or from a larger tract of land.

         X. To the best of Sellers knowledge,  the structural  components of all
buildings and/or other  improvements are sound and the mechanical systems are in
good operating condition.

         Seller's  warranties,  covenants and representations  shall survive the
Closing Date.

4.       BUYER'S REPRESENTATIONS, COVENANTS AND WARRANTIES.


<PAGE>


                                      -10-

         Buyer warrants,  covenants and represents to Seller that now and on the
Closing Date:

         A.  Buyer  knows  of no  reason  why  the FCC or any  other  regulatory
commission  would not approve an  application  for the  assignment  of licenses,
permits and/or authorizations to Buyer.

         B. Buyer has all the necessary  powers to execute,  deliver and perform
this Agreement and to consummate the transaction provided for herein and to take
such other steps as are necessary for the  performance of this Agreement and the
execution,  delivery or performance of this Agreement by Buyer will not conflict
with or  constitute a default under any other  agreement or  commitment  that is
binding upon Buyer.

         C.  Buyer  at time  of  Closing  and  thereafter  will  be  financially
qualified to undertake the  performance of the  obligations set forth herein and
to meet the FCC's financial qualifications requirements for this transaction.

         D. The Buyer's  portion of the assignment  application to be filed with
the FCC as of the date of said filing shall be in a form  acceptable  for filing
under the FCC rules and sufficient for the FCC's consent as hereafter defined.

         E. Buyer is duly  organized,  validly  existing and in good standing in
all jurisdictions wherein Buyer is incorporated or conducts business, and is, or
shall be at Closing qualified to conduct business in the State of New York.

         Buyer's  warranties,  covenants and  representations  shall survive the
Closing Date.

5.       CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.

         The  obligations  of Buyer to consummate  this Agreement are subject to
and conditioned and contingent upon the  satisfaction on or prior to the Closing
Date of each of the following conditions by Seller:


<PAGE>


                                      -11-

         A. All representations, covenants and warranties of Seller contained in
this Agreement shall be true and correct and in all material  respects as of the
date when made and as of the Closing Date.

         B. At the Closing  Seller  shall  deliver or cause to be  delivered  to
Buyer all Closing  documents  required to be delivered by Seller and all assets,
real, personal, fixed, tangible and intangible to be sold hereunder.

         C. All the terms,  covenants  and  conditions  to be  complied  with or
performed by Seller on or before the Closing Date shall have been duly  complied
with and performed and all other contingencies herein shall have been met.

         D. On the  Closing  Date  Seller  will be the owner  and  holder of all
licenses,  authorizations  and permits  covering  the Station to the extent that
same can be owned or held by  Station  under the  Communications  Act of 1934 as
amended and same shall be in full force and effect.

         E.  The FCC  shall  have  granted  its full and  final  consent  to the
assignment of licenses,  permits and  authorizations as contemplated  herein and
all other third party consents shall have been obtained, if required.

         F. Seller shall have  afforded  counsel,  accountants,  engineers,  and
other representatives of the Buyer free access during normal business hours upon
reasonable  notice  to  Seller's   buildings,   offices,   studios,   equipment,
agreements,  records,  files  and  books of  accounts,  furnish  Buyer  with all
information, including all tax information,  concerning Seller' affairs as Buyer
may  reasonably  request,  so far as such  access,  information,  and  materials
pertain to the operation of, assets of, and authorizations  pertaining solely to
the Station being conveyed pursuant to this Agreement, and give Buyer a power of
attorney if requested and not otherwise made available by Seller, so that it may
examine all instruments, documents, reports,


<PAGE>


                                      -12-

applications,  responses or information,  confidential or otherwise,  filed with
the FCC for the Station under the FCC's rules, or otherwise,  by the Seller; and
permit Buyer's  representatives  to make extracts from and on request furnish to
Buyer a copy of any and all of Seller's books or accounts, records and files and
the like, so far as they pertain to the Station.

         G. There shall not be any  proceeding  threatened  or pending to enjoin
the Closing and there shall not be any  judgment or order that would  prevent or
make unlawful the Closing.

6.       CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

         The  obligations of Seller to consummate  this Agreement are subject to
and conditioned and contingent upon the  satisfaction on or prior to the Closing
Date of each of the following conditions by Buyer.

         A. The representations,  covenants and warranties of Buyer contained in
this Agreement shall be true and correct in all material respects as of the date
when made and as of the Closing Date.

         B. All of the terms,  covenants  and  conditions to be complied with or
performed by Buyer on or before the Closing  Date shall have been duly  complied
with and performed and all other contingencies herein shall have been met.

         C.  Buyer  shall  deliver  to Seller on the  Closing  Date all  Closing
documents required to be delivered by Buyer pursuant to this Agreement.

         D.  The FCC  shall  have  granted  its full and  final  consent  to the
assignment of the licenses, permits and authorizations contemplated herein.

         E. Payment of the purchase price by Buyer.

         F. There shall not be any  proceeding  threatened  or pending to enjoin
the Closing and there shall not be any  judgment or order that would  prevent or
make unlawful the Closing.


<PAGE>


                                      -13-

         G. The Buyer shall have received a copy of a change of call sign notice
from the FCC effective no later than five (5) days following the Closing Date.

7.       TITLE TO THE REAL PROPERTY AND COSTS.

         The Real  Property  shall  be  conveyed  free and  clear of any and all
liens,  mortgages,  deeds of trust,  claims,  encumbrances  and easements of any
nature or kind whatsoever, excepting however the following:

         Existing building restrictions,  ordinances, easements of record and of
roads,  privileges or rights of public service companies,  if any, otherwise the
title to the aforesaid  described Real Property shall be good and marketable and
such as will be insured by a reputable  title  insurance  company at the regular
rates.  In the event  Seller is unable to give a good and  marketable  title and
such as will be insured  by a  reputable  title  insurance  company,  subject as
aforesaid,  Buyer  shall have the option of taking  such title as the Seller can
give with an  abatement  of the  purchase  price or of being  repaid all deposit
monies with accrued  interest paid by Buyer.  In the latter event there shall be
no further  liability  or  obligation  on either of the parties  hereto and this
Agreement shall become null and void.

         The  Seller  shall  obtain and pay for the cost of the  following  with
respect to all Station Assets to be sold hereunder:

                  (1)      Fees  for a title  insurance  from a title  insurance
                           company chosen by Buyer and/or fees for  cancellation
                           of same:

                  (2)      State and local UCC search;

                  (3)      Any survey or  surveys  that may be  required  by the
                           title insurance company, or the abstracting attorney.

8.       INDEMNITY BY SELLER



<PAGE>


                                      -14-

         A.  Seller  hereby  agrees to  indemnify,  defend,  save and hold Buyer
harmless with respect to any and all claims, losses,  obligations,  liabilities,
costs and expenses,  including  reasonable counsel fees and/or litigation costs,
threatened,  suffered,  incurred or sustained by Buyer by reason of any material
misrepresentation  by Seller, or any material breach by Seller of this Agreement
or of any of Seller's warranties, covenants or representations contained in this
Agreement,  or arising  from or by reason of Seller's  ownership or operation of
the Station prior to the Closing Date  hereunder,  or out of any material breach
by Seller of any agreements  which might be assigned to Buyer hereunder  because
of events  occurring prior to the Closing Date hereunder.  This  Subparagraph 7A
shall survive the Closing.

         B. In the event  Seller  breached  or breaches  any of the  warranties,
covenants or representations to "Hazardous and/or Toxic Waste or Substances", or
"Pollutants"  set  forth in  Paragraph  3 Q and R,  then  such  indemnification,
defense  and  hold  harmless  provision  from  Seller  to  Buyer  set  forth  in
Subparagraph 7A above shall also include  without  limitation any and all fines,
damages,  penalties, and interest thereon; clean-up,  removal, remedial response
or oversight costs; contributions to any Superfund and the like; all liabilities
or natural resource damages,  or costs, or settlements  amounts of any nature or
kind and the cost of complying with any consent  decree under federal,  state or
local law, rule, regulation,  order or ordinance; the diminution in value of the
Real Property and the cost of replacement  equipment and lost business resulting
from the Station going silent to correct the situation;  and legal,  accounting,
consulting,  engineering  and other  costs  related to the  aforesaid  which are
threatened,  suffered,  incurred or  sustained by Buyer.  If such breach  should
occur  before  Closing  Buyer  shall  have the  option  of  requiring  Seller to
immediately  remedy the  breach at  Seller's  sole cost prior to Closing  or, of
escrowing sufficient funds from the Purchase Price to pay for the cost of any of
the above,  or of declaring this Agreement null and void and in the latter event
all deposit money with accrued


<PAGE>


                                      -15-

interest shall be returned to the Buyer and neither party shall have any further
obligation  or  liability  to the  other.  This  Subparagraph  7B shall  survive
Closing.

9.       INDEMNITY BY BUYER.

         A. Buyer  hereby  agrees to  indemnify,  defend,  save and hold  Seller
harmless with respect to any claims, losses, obligations, liabilities, costs and
expenses,  including reasonable counsel fees, threatened,  suffered, incurred or
sustained by Seller by reason of any material misrepresentation by Buyer, or any
material  breach by Buyer of this  Agreement  or of any of  Buyer's  warranties,
covenants or representations  contained in this Agreement, or arising from or by
reason of Buyer's  ownership  or  operation  of the  Station  subsequent  to the
Closing Date hereunder. This paragraph 9A shall survive Closing.

10.      RISK OF LOSS AND ASSESSMENTS.

         The  risk of loss or  damage  to any of the  Assets  to be  transferred
hereunder  shall be upon Seller at all times prior to the Closing  Date.  In the
event of such loss or damage, the proceeds of, or any claim for any loss payable
under, any insurance policy with respect thereto,  shall go to the Seller and be
used to repair,  replace or restore  such lost or damaged  assets.  In the event
such loss or damage  prevents the broadcast  transmission  by the Station in the
normal and usual manner,  Seller shall give prompt  written notice to the Buyer.
If Seller cannot  restore the  facilities so that normal and usual  transmission
can be resumed  before the Closing Date then the Closing Date shall be postponed
and the exact date and time of such postponed Closing shall be designated by the
Buyer  upon  five (5) days  written  notice  to the  Seller.  In the  event  the
facilities  cannot be restored within the effective  period of the FCC's consent
then the parties shall join in an application or applications requesting the FCC
to extend  the  effective  period of its  consent  for a period not to exceed 90
days.  If the  facilities  have not been  restored  by the  Closing  Date or any
postponement  thereof to a date within the effective period of the FCC's consent
then the


<PAGE>


                                      -16-

Buyer  shall have the option to  terminate  this  Agreement  without any further
obligation  hereunder of either party and the deposit money with interest  shall
be refunded to the Buyer and this Agreement shall be declared Null and Void.

         Seller  shall  be  responsible   for  any  notice  of  improvements  or
assessments respecting the real property received on or before the Closing Date.
Buyer shall be responsible  for any such notice of  improvements  or assessments
received after the Closing Date if Buyer Closes hereunder.

11.      PRESERVATION OF BOOKS AND RECORDS.

         For a period of five (5) years  after the  Closing  Date  Seller  shall
preserve  and  maintain  the books and records not  delivered to Buyer and Buyer
similarly shall preserve the books and records of Seller  delivered to Buyer and
each party shall make such books and records available to the other party at all
reasonable  times and permit the other party to make  extracts from or copies of
all such records. 12. INSPECTION BY BUYER.

         During the period from the date hereof to the Closing  Date Buyer shall
have access  during  normal  business  hours and upon  reasonable  notice to the
Station's offices,  studios,  transmitter site and equipment,  contracts,  logs,
records and files and Seller shall furnish Buyer with all information concerning
the  Stations'  Assets  and  operations  as Buyer may  reasonably  request.  13.
PRORATIONS AND ADJUSTMENT TO PURCHASE PRICE.

         At the Closing,  all Real Property and tangible and intangible personal
property taxes and assessments, rent, water, sewer and other utility charges, if
any, and any other lienable municipal services, if any, advertising rebates, and
any other prepaid items  respecting  the Assets to be sold  hereunder,  shall be
apportioned and allocated between the Buyer and the Seller as of the Closing


<PAGE>


                                      -17-

Date,  on the basis of the  period of time to which  such  items or  liabilities
apply.  To the  extent  such  items are not  determinable  at  Closing,  a final
settlement on such  prorations  shall be held,  if possible,  within thirty (30)
days after the Closing  Date and an escrow  account  shall be  established  with
sufficient  estimated funds from the Purchase Price to pay for Seller's  portion
of such items once the amount due is determined  and Seller shall pay any excess
for same if the escrow account is not sufficient.

         If the Closing occurs before the tax rate is fixed for the then current
term, the  apportionment  of taxes at Closing shall be upon the basis of the tax
rate for the preceding year applied to the latest assessed valuation,  provided,
however,  that any and all rollback  taxes, if any, shall be paid for by Seller.
It is understood and agreed that all transfer,  sales,  use, or other taxes,  or
assessments or documentary  stamps imposed by any governmental body or others on
the sale and/or  transfer of the Assets  herein,  if any, shall be paid one-half
(1/2) by Buyer.

14. INSTRUMENTS OF CONVEYANCE AND TRANSFER - CLOSING DOCUMENTS.

         A. At the  Closing,  Seller  shall  execute  and  deliver  to Buyer the
following  Closing  documents to transfer and convey title to all Station Assets
being sold hereunder:

                  (1) Bill of sale,  assignments  of licenses,  a warranty deed,
and a bulk sales affidavit in the forms attached hereto,  all required consents,
and any other  instruments  or documents  regarding  the transfer of any and all
other assets which may reasonably be required in order to transfer, convey, sell
and assign all of the Assets herein.

                  (2) All records,  logs,  books and accounts,  public files and
other data relating to the  operation of the Station which Buyer may  reasonably
request or which may be otherwise required by the terms of this Agreement.


<PAGE>


                                      -18-

                  (3)  Seller  shall  execute  such other  documents  and do and
perform  such other  acts as Buyer  shall  reasonably  request in order to place
Buyer in actual  possession and operating  control of the Station and all of the
Assets, and to consummate the transaction herein.

         B. At the  Closing,  Buyer  shall pay to Seller the  purchase  price as
aforesaid.

15.      APPLICATION FOR COMMISSION APPROVAL.

         Within fifteen (15) business days from the date of the first deposit of
earnest money Buyer and License  Corp.  shall join in  applications  to be filed
with the FCC requesting its written consent to the assignment of the licenses of
Station from Seller to Buyer and Seller and Buyer shall take all necessary steps
to  the  expeditious  prosecution  of  such  application  or  applications  to a
favorable  conclusion.   Each  party  shall  bear  its  own  expense  (including
attorney's  fees) in connection with the preparation of the applicable  sections
of said application and in connection with the prosecution of said  application,
and Buyer and Seller  agree to use their best  efforts to file and process  said
application as diligently as possible.  The Commission filing and grant fees, if
any,  will be paid  one-half  by Seller  and  one-half  by Buyer.  16.  TIME FOR
COMMISSION CONSENT.

         In the event that the FCC does not grant its full and final  consent to
the  assignment  of the  licenses,  authorizations  and permits of the Stations,
within nine (9) months after the  application  requesting said approval has been
accepted  for  filing by the FCC,  then  either the Buyer or the Seller may give
written notice to the other party of the cancellation of this Agreement and upon
said  cancellation all parties shall be relieved of all of their obligations and
duties  under this  Agreement  and it shall be  declared  null land void and all
deposit money with accrued interest shall be returned to the Buyer.

         For the purpose of this  Agreement,  a "full and final  consent"  shall
mean action by the FCC consenting to the assignments, as aforesaid, which is not
reversed, stayed, enjoined, set


<PAGE>


                                      -19-

aside, annulled or suspended, and with respect to which action no timely request
for stay, petition for rehearing, or appeal or reconsideration by the Commission
on its own motion has expired.

17.      CLOSING DATE AND PLACE.

         The Closing Date under this Agreement shall be within five (5) business
days after the FCC has granted its full and final  consent to the  assignment of
the license, permits and authorizations. Unless otherwise agreed, Closing herein
shall take place at the time and in a manner  mutually agreed to by the parties.
Possession  of all of the  Assets to be sold  hereunder  shall be  delivered  by
Seller to Buyer on the Closing Date.  Time is of the essence of this  Agreement.
18. CONTROL OF STATION.

         This Agreement shall not be consummated until after the FCC has granted
its full and final consent. Until the Closing Date, the Buyer and Buyer's agents
shall not directly or indirectly control or attempt to control the operations of
the Station,  but such control  shall remain  solely with the Seller.  After the
Closing  Date,  the Seller and Seller's  agents shall not directly or indirectly
control or attempt to control the  operation  of the  Station,  but such control
shall be solely  with the Buyer.

19.      REAL ESTATE AGENT OR BROKER'S FEES OR COMMISSIONS.

         Seller and Buyer  mutually  represent  and  warrant the  Blackburn  and
Company,  Alexandria,  Virginia, its agents and employees,  especially Mr. Bruce
Houston,  is the only and  exclusive  broker in this  transaction  and its total
commission  due as a result of this sale shall be paid for by the Seller  herein
at Closing.  The parties  hereto  represent,  covenant and warrant to each other
that no other broker,  finder, real estate agent or third party has had any part
in bringing  about the  transactions  contemplated  herein and that there are no
brokerage


<PAGE>


                                      -20-

commissions,  Realtor's commissions, finder's fees or claims of compensation due
or payable to any other person in connection with the transactions  contemplated
herein.  Each of the parties hereto agrees to infeminify,  defend, save and hold
harmless  the other party  hereto from any and all claims,  damages or expenses,
including reasonable attorneys fees,  sustained,  threatened or incurred for any
such  brokerage  commissions  or Realtors  commissions or finder's fees or third
parties  fees  arising  from any  breach of such  warranty,  representation  and
covenant herein by the indemnifying party. This provision shall survive Closing.

20. ASSIGNMENT OR SALE.

         This Agreement  shall not be transferred or assigned  without the prior
written consent of the parties  hereto,  however buyer has the absolute right to
assign this Agreement to a corporation or other business  entity wholly owned by
Buyer or the present  shareholders of Buyer without Seller's  consent,  provided
such assignment does not cause a delay of the Closing hereunder.

21.      BENEFIT.

         This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective parties hereto and their successors and assigns.

22.      APPLICABLE LAW.

         This Agreement shall be constructed, interpreted, governed and enforced
in accordance with the laws of the State of New York.

23.      WAIVER.

         No waiver by any party of any breach hereunder or of any term,  clause,
condition,  or provision of this Agreement shall be deemed a waiver of any other
or  subsequent  breach,  or other term,  clause,  condition or provision of this
Agreement.

24.      OTHER DOCUMENTS.


<PAGE>


                                      -21-

         The parties hereto shall execute such other documents and shall perform
such other acts as may be necessary and/or required for the  implementation  and
consummation of this Agreement.

25.      AMENDMENT

         This Agreement cannot be altered,  amended, changed, waived or modified
in any  respect or in any  particular  unless the same shall be in writing  and
signed by all of the parties hereto.

26.      SEVERABILITY.

         If any term, condition,  clause or provision of this Agreement shall be
deemed to be void or invalid in law or otherwise then only that term, condition,
clause or provision  shall be stricken from this Agreement as is held to be void
or invalid and in all other respects this  Agreement  shall be valid and in full
force and operation. 27. ENTIRE AGREEMEMT.

         This  Agreement  contains  and  constitutes  the entire  agreement  and
understanding between the parties hereto regarding the subject matter hereof and
there   are  no  other   covenants,   conditions,   promises,   representations,
understandings  or  agreements  either  oral or  written  of any  nature or kind
whatsoever other than those herein contained.

28. NOTICES.

         Any written notice or other commmunication required or performed by any
provision of this Agreement shall be deemed to have been sufficiently  given for
all purposes if  personally  delivered or sent by first class mail, or by fax or
by overnight delivery to the parties as follows:

                  Seller:           American Radio Systems Corporation
                                    116 Huntington Avenue
                                    Boston, MA  02116
                                    ATTENTION:  Steven B. Dodge,
                                       Chief Executive Officer
                                    Fax #: (617) 375-7575

                  with copy to:     Michael B. Mitson,
                                       Vice-President and General Counsel


<PAGE>


                                      -22-

                                    American Radio Systems Corporation
                                    116 Huntington Avenue
                                    Boston, MA  02116
                                    Telephone #: (617) 375-7500
                                    Fax #: (617) 375-7575

                  Buyer:            Kimtron, Inc.
                                    Donald B. Crawford, President
                                    P.O. Box 3003
                                    Blue Bell,  PA   19422-0735
                                    Telephone#: 1-215-628-3500
                                    Fax#: 1-215-628-0818

                  with copy to:     Robert J. Edelmayer, Esquire
                                    28 West Airy Street
                                    Norristown, PA  19401
                                    Telephone#: 1-610-277-3434
                                    Fax#: 1-610-277-7238

29.      SUITS.

         In any action  brought at law and/or in equity in order to enforce  the
terms of this  Agreement,  or such party's rights herein,  the successful  party
shall be entitled  to  reimbursement  from the other  party  hereto of all legal
costs and  expenses  (including  attorneys  fees)  incurred  as a result of such
action or actions.

30. GENERAL INTERPRETIVE RULES.

         For purposes of this Agreement,  except as otherwise expressly provided
or unless the context otherwise requires (1) the terms defined in this Agreement
have the meanings  assigned to them in this  Agreement and include the plural as
well as the singular and the use of any gender herein shall be deemed to include
the other genders; (2) references hereto to "Paragraphs",  "Subparagraphs",  and
other  subdivisions and to "Exhibits"  without  reference to a document,  are to
Exhibits to this  Agreement;  (3) reference to a  subparagraph  without  further
reference to a Paragraph is a reference  to such  subparagraph  contained in the
same Paragraph in which the reference  appears and this rule shall also apply to
other subdivisions;


<PAGE>


                                      -23-

(4)  "including"  means  "including but not limited to"; (5) the words "herein",
"hereof",  "hereunder" and other words of similar import refer to this Agreement
as a whole and not to any  particular  provision;  (6) the words  "business day"
shall mean any day other than a Saturday,  a Sunday or a day on which commercial
banks in New York City are required or authorized to close; and (7) 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.

31.      COUNTERPARTS.

         This Agreement may be executed in counterparts, and all counterparts so
executed shall collectively constitute one agreement, binding on all the parties
hereto,  notwithstanding  that  all  the  parties  may not be  signatory  to the
original or the same  counterpart.  Faxed signatures  shall constitute  original
signatures.

         NOW IN WITNESS WHEREOF,  the parties hereto have hereunto executed this
Agreement the day and year first above written.

                                     SELLER:  American Radio Systems Corporation


Attest:                              By: /s/Justin Benincasa
                                        -------------------------------------
                                         Justin Benincasa, Vice President
------------------------
         Secretary

                                     AMERICAN RADIO SYSTEMS
                                      License Corp.


                                     By: /s/Justin Benincasa
                                        --------------------------------------
                                         Justin Benincasa, Vice President


                                     BUYER:  Kimtron, Inc.


Attest:                              By:______________________________________
                                         President


-------------------------
         Secretary