AGREEMENT AND PLAN OF MERGER

                                 By and Between

                       AMERICAN RADIO SYSTEMS CORPORATION

                                       and

                         ALTA BROADCASTING COMPANY, INC.

                                   Dated as of

                                  March 3, 1997





















<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                                               Page

<S>                                                                                                              <C>
ARTICLE 1:  THE MERGER............................................................................................1

         SECTION 1.1  The Merger..................................................................................1
         SECTION 1.2  Closing.....................................................................................2
         SECTION 1.3  Effective Time..............................................................................2
         SECTION 1.4  Effect of the Merger........................................................................2
         SECTION 1.5  Certificate of Incorporation................................................................2
         SECTION 1.6  Bylaws......................................................................................2
         SECTION 1.7  Directors and Officers......................................................................2

ARTICLE 2:  PRE-MERGER TRANSACTION................................................................................2

         SECTION 2.1  Contributions of Assets and Assumption of Liabilities.......................................2

ARTICLE 3:  CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES........................................................3

         SECTION 3.1  Conversion of Capital Stock.................................................................3
         SECTION 3.2  Exchange of Certificates....................................................................4
         SECTION 3.3  Stock Transfer Books........................................................................4
         SECTION 3.4  Option Securities and Convertible Securities; Payment Rights................................4

ARTICLE 4:  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................5

         SECTION 4.1   Organization and Business; Power and Authority; Effect of Transaction......................5
         SECTION 4.2        Financial and Other Information.......................................................6
         SECTION 4.3   Changes in Condition.......................................................................7
         SECTION 4.4   Liabilities................................................................................7
         SECTION 4.5   Title to Properties; Leases................................................................7
         SECTION 4.6   Compliance with Private Authorizations.....................................................8
         SECTION 4.7   Compliance with Governmental Authorizations and Applicable Law.............................9
         SECTION 4.8   Intangible Assets.........................................................................10
         SECTION 4.9   Related Transactions......................................................................10
         SECTION 4.10  Insurance.................................................................................11
         SECTION 4.11  Tax Matters...............................................................................11
         SECTION 4.12  Employee Retirement Income Security Act of 1974...........................................12
         SECTION 4.13  Absence of Sensitive Payments.............................................................13
         SECTION 4.14  Inapplicability of Specified Statutes.....................................................14
         SECTION 4.15  Authorized and Outstanding Capital Stock..................................................14
         SECTION 4.16  Employment Arrangements...................................................................14
         SECTION 4.17  Material Agreements.......................................................................15
         SECTION 4.18  Ordinary Course of Business...............................................................16
         SECTION 4.19  Bank Accounts, Etc........................................................................17
         SECTION 4.20  Material and Adverse Restrictions.........................................................18
         SECTION 4.21  Broker or Finder..........................................................................18
         SECTION 4.22  Environmental Matters.....................................................................18
         SECTION 4.23  Compliance with Regulations Relating to Securities Credit.................................19
         SECTION 4.24  Continuing Representation and Warranty....................................................19
         SECTION 4.25  Contribution Assets.......................................................................19



<PAGE>




ARTICLE 5   REPRESENTATIONS AND WARRANTIES OF AMERICAN...........................................................19

         SECTION 5.1  Organization and Business; Power and Authority; Effect of Transaction......................19
         SECTION 5.2       Financial and Other Information.......................................................20
         SECTION 5.3  Changes in Condition.......................................................................21
         SECTION 5.4  Compliance with Private Authorizations.....................................................21
         SECTION 5.5  Compliance with Governmental Authorizations and Applicable Law.............................22
         SECTION 5.6  Authorized and Outstanding Capital Stock...................................................22
         SECTION 5.7  Broker or Finder...........................................................................22
         SECTION 5.8  Continuing Representation and Warranty.....................................................22

ARTICLE 6:  COVENANTS............................................................................................23

         SECTION 6.1  Access to Information; Confidentiality.....................................................23
         SECTION 6.2  Agreement to Cooperate.....................................................................24
         SECTION 6.3  Public Announcements.......................................................................25
         SECTION 6.4  Notification of Certain Matters............................................................25
         SECTION 6.5  No Solicitation............................................................................26
         SECTION 6.6  Termination of Option Securities and Convertible Securities................................27
         SECTION 6.7  Conduct of Business by the Company Pending the Closing.....................................27

ARTICLE 7:  CLOSING CONDITIONS...................................................................................28

         SECTION 7.1  Conditions to Obligations of Each Party to Effect the Merger...............................28
         SECTION 7.2  Conditions to Obligations of American......................................................29
         SECTION 7.3  Conditions to Obligations of the Company...................................................32

ARTICLE 8:  TERMINATION, AMENDMENT AND WAIVER....................................................................33

         SECTION 8.1  Termination................................................................................33
         SECTION 8.2  Effect of Termination......................................................................35

ARTICLE 9:  INDEMNIFICATION......................................................................................36

         SECTION 9.1  Survival...................................................................................36
         SECTION 9.2  Indemnification............................................................................36
         SECTION 9.3  Limitation of Liability; Disposition of Escrow Indemnity Funds.............................37
         SECTION 9.4  Notice of Claims...........................................................................38
         SECTION 9.5  Defense of Third Party Claims..............................................................38
         SECTION 9.6  Exclusive Remedy...........................................................................38

ARTICLE 10:  GENERAL PROVISIONS..................................................................................38

         SECTION 10.1   Amendment................................................................................39
         SECTION 10.2   Waiver...................................................................................39
         SECTION 10.3   Fees, Expenses and Other Payments........................................................39
         SECTION 10.4   Notices..................................................................................39
         SECTION 10.5   Specific Performance; Other Rights and Remedies..........................................40

                                      -ii-

<PAGE>



         SECTION 10.6   Severability.............................................................................40
         SECTION 10.7   Counterparts.............................................................................41
         SECTION 10.8   Section Headings.........................................................................41
         SECTION 10.9   Governing Law............................................................................41
         SECTION 10.10  Further Acts.............................................................................41
         SECTION 10.11  Entire Agreement.........................................................................41
         SECTION 10.12  Assignment...............................................................................41
         SECTION 10.13  Parties in Interest......................................................................41
         SECTION 10.14  Mutual Drafting..........................................................................42
         SECTION 10.15  Arbitration..............................................................................42
         SECTION 10.16  CALIFORNIA SECURITIES LAW MATTERS........................................................42
</TABLE>


APPENDIX A                 Definitions

EXHIBITS:

      EXHIBIT A:          Form of Escrow Agreement (Third Recital)
      EXHIBIT B:          Form of Leasehold Option (Section 7.2(k))
      EXHIBIT C:          Form of Investment Letter (Section 7.2(b))
      EXHIBIT D:          Form of Noncompetition Agreement (Section 7.2(m))
      EXHIBIT E:          Form of Registration Rights Agreement (Section 7.3(e))


                                      -iii-

<PAGE>



                          AGREEMENT AND PLAN OF MERGER


         This Agreement and Plan of Merger (this "Agreement"), dated as of March
3, 1997, is made by and between American Radio Systems  Corporation,  a Delaware
corporation  ("American"),  and Alta  Broadcasting  Company,  Inc., a California
corporation (the "Company" and, together with American, the "parties").

                                    RECITALS

         WHEREAS,  upon  the  terms  and  subject  to  the  conditions  of  this
Agreement,  in  accordance  with the  general  corporation  laws of the State of
Delaware (the "DGCL") and of the State of California  (the "CGCL"),  the Company
and American will carry out a business combination transaction pursuant to which
the Company will merge with and into  American  (the  "Merger")  and the Company
stockholders (the "Company Stockholders") will receive (a) shares (the "American
Shares") of Class A Common  Stock,  par value $.01 per share,  of American  (the
"American Class A Stock") with a Current Market Price (as  hereinafter  defined)
of $20,000,000,  and (b) $4,000,000 in immediately  available funds,  subject to
adjustment as herein provided; and

         WHEREAS, the Board of Directors of each of the Company and American (a)
has unanimously  determined that the Merger is advisable and fair to, and in the
best  interests  of, it and its  respective  stockholders  and has  approved and
adopted this  Agreement as a plan of  reorganization  within the  provisions  of
Section  368(a)(1)(A)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Code")  and  (b)  has  approved  this  Agreement,  the  Merger  and  the  other
transactions  contemplated  hereby  or  thereby  or by any  Collateral  Document
executed  or  required  to be  executed  in  connection  herewith  or  therewith
(collectively the "Transactions"); and

         WHEREAS,  simultaneously  with  the  execution  and  delivery  of  this
Agreement, American, the Company and Sullivan & Worcester LLP and Gibson, Dunn &
Crutcher  LLP as Escrow  Agents  (the  "Escrow  Agents")  have  entered  into an
agreement  (the "Escrow  Agreement")  dated as of the date hereof in the form of
Exhibit A attached  hereto and made a part hereof,  and in  accordance  with the
terms  thereof  American  has made a deposit  in the amount of  $1,500,000  (the
"Escrow Deposit") pursuant thereto; and

         WHEREAS,  capitalized terms used in this Agreement  without  definition
shall have the  meanings  given to such terms in Appendix A attached  hereto and
made a part hereof;

         NOW,  THEREFORE,  in  consideration  of the foregoing  Recitals and the
mutual representations,  warranties,  covenants and agreements set forth herein,
the parties hereto,  intending to be legally bound, do hereby covenant and agree
as follows:


                                    ARTICLE 1

                                   THE MERGER

         SECTION  1.1 The Merger.  Upon the terms and subject to the  conditions
set forth in this  Agreement,  and in accordance  with the DGCL and the CGCL, at
the  Effective  Time the Company  shall be merged with and into  American.  As a
result of the Merger,  the  separate  existence  of the Company  shall cease and
American  shall  continue  as  the  surviving  corporation  of the  Merger  (the
"Surviving Corporation").




<PAGE>



         SECTION 1.2 Closing.  Unless this Agreement  shall have been terminated
pursuant  to Section  8.1 and the Merger  and the  Transactions  shall have been
abandoned,  the closing of the Merger (the  "Closing")  will take place,  on the
Closing  Date,  at the  offices of  Sullivan &  Worcester  LLP,  One Post Office
Square,  Boston,  Massachusetts,  on such date,  not later than the  Termination
Date, within ten (10) days following the satisfaction or, if permissible, waiver
of the conditions set forth in Article 7, other than those  conditions which can
be satisfied only at the Closing,  unless another date,  time or place is agreed
to in writing by the parties.

         SECTION  1.3  Effective  Time.  As promptly  as  practicable  after the
satisfaction or, if permissible, waiver of the conditions set forth in Article 7
(but subject to the  provisions of Section 1.2),  the parties hereto shall cause
the Merger to be  consummated  by filing a Certificate of Merger and any related
filings required under the DGCL with the Secretary of State of Delaware and this
Agreement,  certified  in  accordance  with the  provisions  of the CGCL and any
related  filings  required  under  the  CGCL  with  the  Secretary  of  State of
California. The Merger shall become effective at such time (but not prior to the
Closing  Date) as such  documents  are duly filed with the Secretary of State of
Delaware and the  Secretary of State of  California  or at such later time as is
specified in such documents (the "Effective Time").

         SECTION 1.4 Effect of the Merger.  From and after the  Effective  Time,
the Surviving Corporation shall possess all the rights,  privileges,  powers and
franchises and be subject to all of the restrictions, disabilities and duties of
the  Company  and  American,  and the Merger  shall  otherwise  have the effects
provided for under the DGCL and the CGCL.

         SECTION  1.5   Certificate  of   Incorporation.   The   Certificate  of
Incorporation  of  American  in  effect  at  the  Effective  Time  shall  be the
Certificate  of  Incorporation  of the Surviving  Corporation  unless amended in
accordance with Applicable Law.

         SECTION 1.6 Bylaws.  The bylaws of American in effect at the  Effective
Time  shall  be the  bylaws  of the  Surviving  Corporation  unless  amended  in
accordance with Applicable Law.

         SECTION 1.7 Directors and Officers.  From and after the Effective Time,
until  successors  are duly  elected or  appointed  and  qualified  (or  earlier
resignation or removal) in accordance  with Applicable Law, (a) the directors of
American  at the  Effective  Time  shall  be  the  directors  of  the  Surviving
Corporation, and (b) the officers of American at the Effective Time shall be the
officers of the Surviving Corporation.


                                    ARTICLE 2

                             PRE-MERGER TRANSACTION

         SECTION 2.1 Contributions of Assets and Assumption of Liabilities.

         (a) Prior to the Effective  Time, the Company shall make a distribution
(the  "Shareholder  Distribution")  to the  Company  Stockholders  of all of the
Company's  right,  title and interest in and to any and all of the assets of the
Company described in Section 2.1(a) of the Company Disclosure Schedule.


                                       -2-

<PAGE>



         (b)  In  partial   consideration  for  the  Shareholder   Distribution,
concurrently  therewith  the  Company  Stockholders  shall  assume  any  and all
liabilities of the Company, whether fixed, contingent or otherwise, described in
Section 2.1(b) of the Company Disclosure Schedule.

         (c) Any Taxes payable in connection with the  Shareholder  Distribution
pursuant to this Section 2.1 shall be borne by the Company Stockholders.


                                    ARTICLE 3

                 CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES

         SECTION 3.1  Conversion of Capital  Stock.  At the  Effective  Time, by
virtue of the Merger and without any action on the part of the Company, American
or the holders of any of the following securities:

         (a) Each share of American Class A Stock,  each share of Class B Common
Stock,  par value $.01 per share,  of American  and each share of Class C Common
Stock, par value $.01 per share, of American, and all Convertible Securities and
Option  Securities of American issued and outstanding  immediately  prior to the
Effective Time shall remain outstanding.

         (b) Each  share of Common  Stock,  par value  $1.00 per  share,  of the
Company (the "Company Common Stock") issued and outstanding immediately prior to
the Effective  Time (other than shares held in the treasury of the Company or by
any of its  Subsidiaries)  shall, by virtue of the Merger and without any action
on the part of the holder  thereof,  be converted  into the right to receive its
pro-rata share of the following:

                           (i) 723,402 shares of American Shares (being a number
                  of American Shares with a Current Market Price of $20,000,000)
                  (the "Common Stock Consideration"); and

                           (ii)  $4,000,000 in immediately  available funds (the
                  "Cash  Consideration" and collectively,  with the Common Stock
                  Consideration,  the  "Merger  Consideration"  which term shall
                  include any  adjustments  pursuant to the  provisions  of this
                  section).

Notwithstanding  the  foregoing,  the Merger  Consideration  shall be subject to
adjustment in  accordance  with the following  provisions:  any such  adjustment
shall be made  first  to  increase  or  decrease,  as the case may be,  the Cash
Consideration  or, in the event such adjustment is negative and exceeds the Cash
Consideration,  to decrease the Common Stock  Consideration  (valuing the Common
Stock at the Current  Market Price for such  purpose).  The amount of the Merger
Consideration  shall  be  increased  by an  amount  equal  to the sum of (A) the
aggregate  capital  expenditures of the Company incurred  subsequent to November
26,  1996 and prior to the  Closing  Date and  described  in Section  3.1 of the
Company Disclosure  Schedule or hereafter approved in writing by American in its
sole and absolute discretion, and (B) the Net Working Capital of the Company (if
positive) on and as of the Closing Date. The amount of the Merger  Consideration
shall be decreased by an amount equal to the sum of (x) the Net Working  Capital
of the Company (if  negative) on and as of the Closing  Date,  (y) the principal
amount of the Park Center Note,  and (z) the principal  amount of the Klue Note.
The term  "Exchange  Merger  Consideration"  shall  mean an amount  equal to the
Merger Consideration divided by the aggregate number of shares of Company Common
Stock (the "Company Shares") issued and outstanding at the Effective Time.


                                       -3-

<PAGE>



         At  the  Effective   Time,  all  Company  Shares  shall  no  longer  be
outstanding and shall  automatically  be canceled and retired and shall cease to
exist, and certificates  previously  evidencing any such Company Shares (each, a
"Certificate")  shall  thereafter  represent  the  right  to  receive,  upon the
surrender of such  Certificate in accordance with the provisions of Section 3.2,
the Exchange  Merger  Consideration  multiplied by the number of Company  Shares
represented by such Certificate, and a holder of more than one Certificate shall
have the right to receive the Exchange  Merger  Consideration  multiplied by the
number of Company Shares  represented by all such  Certificates.  The holders of
such Certificates  previously evidencing Company Shares outstanding  immediately
prior to the Effective  Time shall cease to have any rights with respect to such
Company Shares except as otherwise provided herein or by Applicable Law.

         For purposes of this  Agreement,  the term "Current Market Price" shall
mean, with respect to the American Shares on any date specified herein,  $27.647
which is the average of the daily Fair Market  Value for the thirty (30) trading
days prior to January 3, 1997, and the term "Fair Market Value" shall mean, with
respect  to the  American  Class A Stock,  (a) the last  reported  sales  price,
regular  way, or, in the event that no sale takes place on such day, the average
of the  reported  closing bid and asked  prices,  regular way, in either case as
reported on the Nasdaq National Market System.

         (c) Each Company Share held in the treasury of the Company or by any of
its  Subsidiaries  and  each  Company  Share  owned  by  American  or any of its
Subsidiaries  immediately  prior to the Effective  Time shall  automatically  be
canceled and extinguished without any conversion thereof and no payment shall be
made with respect thereto.

         (d) In lieu of issuing  fractional  shares,  American shall convert the
holder's  right to receive  American  Shares  pursuant to Section  3.1(b) into a
right to receive the highest whole number of American  Shares  constituting  the
Exchange  Merger  Consideration  plus cash equal to the  fraction  of a share of
American  Class  A Stock  to  which  the  holder  would  otherwise  be  entitled
multiplied by the Current Market Price, and the Exchange Merger Consideration to
which a holder is entitled shall be deemed to be such number of American  Shares
and Cash Consideration and such cash.

         SECTION 3.2 Exchange of Certificates.  At and after the Effective Time,
each Company Stockholder,  upon surrender of each of his Certificates,  shall be
issued  a  certificate  of  American  Class A Stock  and cash  representing  the
Exchange Merger  Consideration with respect to the Company Shares represented by
such Certificate,  plus cash in amount sufficient to make payment for fractional
shares, subject, however, to the provisions of Section 9.3(b).

         SECTION 3.3 Stock  Transfer  Books.  At the Effective  Time,  the stock
transfer  books of the  Company  shall be closed,  and there shall be no further
transfer  of shares of Company  Common  Stock  thereafter  on the records of the
Company. Any Certificates  presented after the Effective Time for transfer shall
be canceled and exchanged for the amount to which the Company Shares represented
thereby shall be entitled pursuant to Sections 3.1 and 3.2.

         SECTION  3.4 Option  Securities  and  Convertible  Securities;  Payment
Rights.  At the  Effective  Time,  each  outstanding  Option  Security  and each
Convertible  Security,  whether or not then  exercisable for or convertible into
Company Shares,  outstanding  immediately  prior to the Effective Time, shall be
canceled and retired and shall cease to exist,  and the holder thereof shall not
be entitled to receive any consideration therefor.



                                       -4-

<PAGE>



                                    ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Each Section of this Article is modified to the extent that the Company
Disclosure  Schedule  contains an item  referencing  that  Section  number.  For
purposes of this  Article,  the  inclusion  of a  description  of an item on the
Company  Disclosure  Schedule  with one Section  reference  will be deemed to be
included on the Company Disclosure  Schedule for another Section reference where
such disclosure would be appropriate,  except to the extent a particular Section
calls for a specific  reference to it in the Company  Disclosure  Schedule.  The
Company hereby represents,  warrants and covenants to, and agrees with, American
as follows:

         SECTION 4.1 Organization and Business;  Power and Authority;  Effect of
Transaction.

         (a) The Company: (i) is a corporation duly organized,  validly existing
and in good standing under the laws of its jurisdiction of  incorporation;  (ii)
has all requisite power and authority (corporate and other) to own or hold under
lease its  properties  and to  conduct  its  business  as now  conducted  and as
presently  proposed to be  conducted;  and (iii)  except as set forth in Section
4.1(a) of the Company Disclosure  Schedule,  is duly qualified and is authorized
to do  business  and is in  good  standing  as a  foreign  corporation  in  each
jurisdiction  (a true,  accurate  and  complete  list of  which is set  forth in
Section 4.1(a) of the Company Disclosure Schedule) in which the character of its
property or the nature of its business or operations requires such qualification
or  authorization,  and in which the  failure  to be so  qualified  would have a
Material Adverse Effect on the Company.

         (b) The Company has all requisite  power and authority  (corporate  and
other),  and has in full force and effect all  Governmental  Authorizations  and
Private  Authorizations  except  for those set  forth in  Section  4.1(b) of the
Company Disclosure  Schedule that must be obtained prior to the Closing Date, in
order to enable it to execute and deliver, and to perform its obligations under,
this Agreement and each Collateral  Document executed or required to be executed
pursuant  hereto or thereto and to consummate  the Merger and the  Transactions;
and  the  execution,  delivery  and  performance  of  this  Agreement  and  each
Collateral  Document  executed or required  to be  executed  pursuant  hereto or
thereto have been duly authorized by all requisite  corporate or other action on
the  part  of the  Company,  except  that  the  Company  Stockholders  have  not
heretofore  approved the Merger and the  Transactions.  This  Agreement has been
duly executed and delivered by the Company and constitutes,  and each Collateral
Document  executed or required to be executed  pursuant  hereto or thereto or to
consummate the Merger and the  Transactions,  when executed and delivered by the
Company,  will constitute,  legal, valid and binding obligations of the Company,
enforceable  in  accordance  with  their  respective   terms,   except  as  such
enforceability may be limited by bankruptcy,  moratorium, insolvency and similar
laws  affecting  the rights and remedies of  creditors  and the  obligations  of
debtors generally and by general  principles of equity.  The affirmative vote or
action by written  consent of a  majority  of the votes that the  holders of the
outstanding shares of Company Common Stock are entitled to cast is the only vote
of the  holders  of any  class or  series of the  capital  stock of the  Company
necessary to approve the Merger and the  Transactions  under  Applicable Law and
the Company's Organic Documents. To the knowledge of the Company, the provisions
of Section 1203 of the CGCL will not apply to this Agreement,  the Merger or the
Transactions.

         (c) Except as set forth in  Section  4.1(c) of the  Company  Disclosure
Schedule, neither the execution and delivery of this Agreement or any Collateral
Document executed or required to be executed pursuant hereto or thereto, nor the
consummation of the Transactions,  nor compliance with the terms, conditions and
provisions hereof or thereof by the Company:

                                       -5-

<PAGE>



                  (i) will conflict with, or result in a breach or violation of,
         or constitute a default  under,  any  Applicable Law on the part of the
         Company,  or will conflict with, or result in a breach or violation of,
         or  constitute  a default  under,  or permit  the  acceleration  of any
         obligation or liability  under, or but for any requirement of giving of
         notice or  passage  of time or both  would  constitute  such a conflict
         with,  breach or  violation  of, or default  under,  or permit any such
         acceleration under, any Contractual  Obligation of the Company,  except
         for  such  conflicts,  breaches,  violations,   defaults  or  permitted
         accelerations as would not,  individually or in the aggregate,  have an
         Adverse Effect on the Company; or

                  (ii)  will   require   the  Company  to  make  or  obtain  any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization,   except  for  (x)  the  FCC  Consents,  the  California
         Proceedings,  filings  under  the  Hart-Scott-Rodino  Act  and  Private
         Authorizations,  and (y) other filing requirements under Applicable Law
         in connection with the Merger and the Transactions the failure of which
         to be  obtained  or  maintained  would  not,  individually  or  in  the
         aggregate, have an Adverse Effect on the Company.

         (d)  The Company does not have any direct or indirect Subsidiaries.

         SECTION 4.2 Financial and Other Information.

         (a) The  Company has  heretofore  furnished  to American  copies of the
financial  statements  of the  Company  listed in Section  4.2(a) of the Company
Disclosure Schedule (the "Company Financial Statements").  The Company Financial
Statements, including in each case the notes thereto, if any, have been prepared
in accordance  with GAAP applied on a consistent  basis  throughout  the periods
covered  thereby,  except as otherwise  noted therein or as set forth in Section
4.2(a) of the Company Disclosure Schedule (which schedule reflects the inclusion
of  "barter"  transactions  and the effects  thereof),  are true,  accurate  and
complete in accordance with GAAP, and fairly present the financial condition and
results of operations of the Company,  on the bases  therein  stated,  as of the
respective  dates  thereof,  and  for the  respective  periods  covered  thereby
subject, in the case of unaudited financial statements, to normal year-end audit
adjustments and accruals.

         (b) Neither  the Company  Disclosure  Schedule,  the Company  Financial
Statements or this Agreement nor any Collateral Document,  data,  information or
statement  furnished or to be furnished by or on behalf of the Company  pursuant
to this Agreement or any Collateral Document executed or required to be executed
by or on behalf of the Company  pursuant  hereto or thereto or to consummate the
Merger and the Transactions,  contains or will contain any untrue statement of a
material  fact or omits or will omit to state a  material  fact  required  to be
stated herein or therein or necessary in order to make the statements  contained
herein or  therein  not  misleading  and all such  Collateral  Documents,  data,
information  or  statements  are and will be true,  accurate and complete in all
material respects.

         (c) The Company does not own any capital stock or equity or proprietary
interest in any other Entity or enterprise,  however  organized and however such
interest may be denominated or evidenced,  except as set forth in Section 4.2(c)
of the Company Disclosure Schedule.  None of the Entities,  if any, so set forth
in Section  4.2(c) of the Company  Disclosure  Schedule is a  Subsidiary  of the
Company.  The Company  owns all of the  outstanding  capital  stock or equity or
proprietary  interests  (as shown on Section  4.2(c) of the  Company  Disclosure
Schedule) of each such Entity or other  enterprise,  free and clear of all Liens
(except  to the extent set forth in  Section  4.2(c) of the  Company  Disclosure
Schedule),  and all such stock or equity or proprietary  interests has been duly
authorized and validly issued and is fully paid and

                                       -6-

<PAGE>



nonassessable.  There  are  no  outstanding  Option  Securities  or  Convertible
Securities,  or  agreements  or  understandings  with  respect  to  any  of  the
foregoing, of any nature whatsoever.

         (d) The Company has no Indebtedness other than (i) the Park Center Note
and the Klue Note,  (ii) Long-term  Indebtedness  (including the current portion
thereof)  and (iii)  obligations  incurred  in the  ordinary  course of business
(other  than for money  borrowed or of a nature  described  in clause (b) of the
definition of Indebtedness).

         SECTION  4.3  Changes in  Condition.  Since the date of the most recent
financial statements forming part of the Company Financial Statements, there has
been no Material  Adverse Change in the Company.  There is no Event known to the
Company which Materially  Adversely  Affects,  or (so far as the Company can now
reasonably foresee) in the future is likely to Materially  Adversely Affect, the
Company or the  ability of the  Company to perform  any of the  obligations  set
forth in this  Agreement or any Collateral  Document  executed or required to be
executed  pursuant  hereto  or  thereto  or to  consummate  the  Merger  and the
Transactions,  except (i) to the extent specifically described in Section 4.3 of
the  Company  Disclosure  Schedule  and (ii) for matters  affecting  the economy
(national or local) or the radio broadcasting industry generally.

         SECTION 4.4  Liabilities.  At the date of the most recent balance sheet
forming part of the Company Financial  Statements,  the Company did not have any
obligations or  liabilities,  past,  present or deferred,  accrued or unaccrued,
fixed, absolute, contingent or other, except as disclosed in such balance sheet,
or the notes thereto and except for obligations  incurred in the ordinary course
of  business  which are not  material or are not  required  under GAAP to be set
forth or reflected on a balance sheet or notes thereto,  and since such date the
Company  has not  incurred  any such  obligations  or  liabilities,  other  than
obligations  and  liabilities  incurred  in  the  ordinary  course  of  business
consistent  with past practice of the Company,  which do not, in the  aggregate,
Materially  Adversely Affect the Company,  except to the extent specifically set
forth in Section 4.4 of the  Company  Disclosure  Schedule.  The Company has not
Guaranteed and is not otherwise  primarily or  secondarily  liable in respect of
any  obligation or liability of any other  Person,  except for  endorsements  of
negotiable  instruments  for  deposit in the  ordinary  course of business or as
disclosed in the most recent balance sheet,  or the notes thereto,  forming part
of the Company Financial  Statements or in Section 4.4 of the Company Disclosure
Schedule.

         SECTION 4.5 Title to Properties; Leases.

         (a) Section 4.5(a) of the Company Disclosure  Schedule contains a true,
accurate  and  complete  description  of all real estate  owned or leased by the
Company (the "Company Real  Property") and all Leases and an  identification  of
all material items of personal property (the "Company Personal  Property").  The
Company has good legal,  indefeasible,  insurable  and  marketable  title in fee
simple to all Company Real Property,  if any, owned by it and good  indefeasible
and merchantable title to all Company Personal  Property,  free and clear of all
Liens,   except  (i)  Liens  reflected  in  the  Company  Financial   Statements
(including,  but not limited to, the Lien securing the Park Center  Note),  (ii)
Liens  for  current  taxes  not yet due and  payable,  (iii)  Liens set forth on
Section  4.5(a) of the  Company  Disclosure  Schedule,  (iv)  Liens that will be
released  prior to the Closing  Date (and which are listed on Section  4.5(a) of
the  Company  Disclosure  Schedule),   and  (v)  such  imperfections  of  title,
easements,  encumbrances  and  mortgages  or other  Liens,  if any,  as are not,
individually or in the aggregate, substantial in character, amount or extent and
do not  materially  detract from the value,  or  materially  interfere  with the
present use, of the property subject thereto or affected  thereby,  or otherwise
materially  impair  business   operations.   Except  for  financing   statements
evidencing  Liens  referred to in the preceding  sentence (a true,  accurate and
complete list and description of which is set forth in Section 4.5(a) of the

                                       -7-

<PAGE>



Company  Disclosure  Schedule),   no  financing  statements  under  the  Uniform
Commercial  Code and no other  filing which names the Company as debtor or which
covers or purports to cover any of the property of the Company is on file in any
state or other  jurisdiction,  and the  Company has not signed or agreed to sign
any such financing statement or filing or any agreement  authorizing any secured
party thereunder to file any such financing  statement or filing.  Except as set
forth in Section  4.5(a) of the Company  Disclosure  Schedule,  the Company Real
Property (other than land) and all material items of Company  Personal  Property
are  generally in a state of good repair and  maintenance  and are  generally in
good operating condition, normal wear and tear excepted, have been maintained in
a manner  consistent  with  generally  accepted  standards  of good  engineering
practice  and will permit the Stations to operate in  accordance  with the terms
and conditions of their respective FCC Licenses and all Applicable Laws.

         (b)  Except as  otherwise  set forth in Section  4.5(b) of the  Company
Disclosure  Schedule,  each Lease or other  occupancy or other  agreement  under
which the Company  holds real or  personal  property  has been duly  authorized,
executed and delivered by the Company and, to the Company's  knowledge,  each of
the other parties thereto,  and is a legal, valid and binding obligation of each
of the Company that are parties thereto,  and, to the Company's knowledge,  each
of the other parties  thereto,  enforceable  in accordance  with its terms.  The
Company has a valid  leasehold  interest in and enjoys  peaceful and undisturbed
possession under all Leases pursuant to which it holds any Company Real Property
or Company Personal Property. All of such Leases are valid and subsisting and in
full force and effect; and neither the Company nor, to the Company's  knowledge,
any other  party  thereto,  is in  default  in the  performance,  observance  or
fulfillment  of any  obligation,  covenant or  condition  contained  in any such
Lease.

         (c) Except as set forth in  Section  4.5(c) of the  Company  Disclosure
Schedule, all improvements on the Company Real Property are in compliance in all
material  respects  with,  and the Company has not  received any notice that any
Company  Real  Property,  or the use  thereof  violates,  any  applicable  title
covenant,  condition,  restriction  or  reservation  or any  applicable  zoning,
wetlands, land use or other Applicable Law.

         SECTION 4.6 Compliance with Private Authorizations.  Section 4.6 of the
Company  Disclosure  Schedule sets forth a true,  accurate and complete list and
description  of each  Private  Authorization  which  individually  or when taken
together with other substantially similar Private  Authorizations is material to
the Company, all of which are in full force and effect. The Company has obtained
all Private  Authorizations which are necessary for the ownership by the Company
of its  properties  and the  conduct  of its  business  as now  conducted  or as
presently  proposed to be  conducted or which,  if not obtained and  maintained,
could, singly or in the aggregate,  Materially Adversely Affect the Company. The
Company  is not in  breach  or  violation  of,  and  is  not in  default  in the
performance,  observance or fulfillment  of, any Private  Authorization,  and no
Event exists or has occurred,  which constitutes,  or but for any requirement of
giving of notice or  passage of time or both  would  constitute,  such a breach,
violation or default, under any Private Authorization, except for such defaults,
breaches  or  violations,  as do not and  will  not  have in the  aggregate  any
Material  Adverse Effect on the Company or the ability of the Company to perform
any of the  obligations  set forth in this Agreement or any Collateral  Document
executed or required to be executed  pursuant hereto or thereto or to consummate
the Merger and the Transactions.  No Private Authorization is the subject of any
pending  or, to the  Company's  knowledge,  information  or  belief,  threatened
attack, revocation or termination.


                                       -8-

<PAGE>



         SECTION 4.7 Compliance with Governmental  Authorizations and Applicable
Law.

         (a)  Section  4.7(a) of the  Company  Disclosure  Schedule  contains  a
description of:

                  (i) all  Legal  Actions  which  are  pending  or in which  the
         Company or any of its business, operations or properties, or any of its
         officers or directors in connection therewith, is, or, to the Company's
         knowledge,  at any time  during  the  past  five (5)  years  has  been,
         engaged, or which involves, or, to the Company's knowledge, at any time
         during such period involved, the business,  operations or properties of
         the Company or, to the  Company's  knowledge,  which is  threatened  or
         contemplated  against,  or in any other manner relating  Materially and
         Adversely  to,  the  Company  or  any of its  business,  operations  or
         properties,   or  any  of  its  officers  or  directors  in  connection
         therewith;

                  (ii) all Claims and Legal Actions pending or, to the Company's
         knowledge,   threatened   against  the  Company  or  the  ownership  or
         operations  of  any  of  the  Stations  which,  individually  or in the
         aggregate,  are  reasonably  likely  to  result  in the  revocation  or
         termination  of any of  the  FCC  Licenses  or  the  imposition  of any
         restriction of such a nature as would Adversely affect the ownership or
         operations  of any of the  Stations,  nor does the Company  know of any
         basis for any of the foregoing; in particular, but without limiting the
         generality of the foregoing,  there are no applications,  complaints or
         proceedings  pending  or,  to  the  best  of the  Company's  knowledge,
         threatened (x) before the FCC relating to the business or operations of
         any of the Stations other than applications,  complaints or proceedings
         which affect the radio broadcasting  industry generally,  or (y) before
         any  Authority  involving  charges  of  illegal  discrimination  by the
         Stations under any federal or state employment Laws; and

                  (iii)  each  Governmental   Authorization  (including  without
         limitation  all FCC Licenses)  that is (x) owned or held by the Company
         with  respect to the  ownership  and  operation of the Stations and the
         conduct of the business of the Company,  or (y) necessary to permit the
         Company  to execute  and  deliver  this  Agreement  and to perform  its
         obligations hereunder.

         The Company has  delivered  to  American,  true,  correct and  complete
copies of each of the Governmental Authorizations described in Section 4.7(a) of
the  Company  Disclosure  Schedule  (including  without  limitation  any and all
amendments and other modifications thereto).

         (b) The  Company is the  authorized  legal  holder of the FCC  Licenses
listed in Section 4.7(a) of the Company  Disclosure  Schedule,  none of which is
subject to any  restriction  or  condition  which  would  limit in any  material
respect the operations of the Stations as currently  conducted or proposed to be
conducted on or prior to the Closing  Date.  The FCC Licenses  listed in Section
4.7(a) of the Company Disclosure Schedule are valid and in good standing, are in
full force and effect and are not impaired in any material respect by any act or
omission of the Company or its officers, directors, employees or agents, and the
operation of the Stations is in accordance in all material respects with the FCC
Licenses.  The Stations are operating in accordance  with the FCC Licenses,  all
underlying  construction  permits and the FCA.  Except as  disclosed  in Section
4.7(b) of the Company Disclosure Schedule, no application,  action or proceeding
is pending for the renewal or  modification  of any of the FCC Licenses  and, to
the Company's knowledge, there is not as of the date of this Agreement issued or
outstanding any  investigation or material  complaint against the Company at the
FCC relating to any of the  Stations.  Except as disclosed in Section  4.7(b) of
the  Company  Disclosure  Schedule,  as of the  date of this  Agreement,  to the
Company's knowledge,  there is no proceeding pending at or outstanding notice of
violation from the FCC relating to the Stations. All fees payable to Authorities
pursuant to the FCC

                                       -9-

<PAGE>



Licenses,  including FCC annual regulatory fees, have been paid and no event has
occurred  which,  individually  or in the  aggregate  and  without the giving of
notice or the lapse of time or both,  would  constitute  grounds for  revocation
thereof or would have an Adverse  Effect on the Company.  Except as set forth in
Section  4.7(b)  of the  Company  Schedule,  all  material  reports,  forms  and
statements  required to be filed by the Company with the FCC with respect to the
Stations  have been filed and are true,  complete  and  accurate in all material
respects.  To the best  knowledge  of the Company,  under the FCA,  there are no
facts that would  disqualify  the  Company  from  transferring  the  Stations to
American.

         The Governmental Authorizations listed in Section 4.7(a) of the Company
Disclosure Schedule comprise all Governmental Authorizations which are necessary
for the lawful  ownership of operation and the lawful conduct of the business of
each of the Stations as now conducted,  except for Governmental  Authorizations,
the failure of which to obtain and maintain,  would not  individually  or in the
aggregate have any Adverse Effect on the Company. No Governmental  Authorization
is the  subject  of any  pending  or,  to the  Company's  knowledge,  threatened
challenge or proceeding to revoke or terminate any  Governmental  Authorization.
The Company has no reason to believe that any Governmental  Authorization  would
not be  renewed  in the name of the  Company by the  granting  Authority  in the
ordinary course.

         (c) With respect to matters, if any, of a nature referred to in Section
4.7(a)  or 4.7(b)  of the  Company  Disclosure  Schedule,  except  as  otherwise
specifically described in Section 4.7(c) of the Company Disclosure Schedule, all
such information and matters set forth in the Company  Disclosure  Schedule,  if
adversely determined against the Company, will not, in the aggregate, Materially
Adversely  Affect the  Company,  or the  ability of the  Company to perform  its
obligations  under  this  Agreement  or any  Collateral  Documents  executed  or
required to be executed  pursuant  hereto or thereto or to consummate the Merger
and the Transactions.

         SECTION 4.8 Intangible  Assets.  Section 4.8 of the Company  Disclosure
Schedule sets forth a true, accurate and complete  description of all Intangible
Assets (other than Governmental  Authorizations and Private Authorizations) held
or used by the Company, including without limitation the nature of the Company's
interest in each and the extent to which the same have been duly  registered  in
the offices as indicated therein. The Company owns or possesses or otherwise has
the  right to use all such  Intangible  Assets  necessary  for the  present  and
planned  future  conduct of its business.  Except as set forth in Section 4.8 of
the Company Disclosure Schedule,  no authorizations or intangible assets (except
the  Governmental  Authorizations  and  Private  Authorizations  and such  other
Intangible  Assets so set forth) are  required  for the  Company to conduct  its
business as  currently  conducted or proposed to be conducted on or prior to the
Closing Date.

         SECTION 4.9 Related Transactions. Section 4.9 of the Company Disclosure
Schedule  specifically sets forth a true,  accurate and complete  description of
any  Contractual  Obligation or  transaction  between the Company and any of its
officers,  directors or employees, any Company Stockholder,  or any Affiliate of
any thereof  (other  than  reasonable  compensation  for  services as  officers,
directors and  employees),  which are to continue  following the Effective Time,
including without  limitation any providing for the furnishing of services to or
by,  providing for rental of property,  real,  personal or mixed, to or from, or
providing  for the  lending  or  borrowing  of  money  to or  from or  otherwise
requiring  payments to or from, any officer,  director,  Company  Stockholder or
employee, or any Affiliate of any thereof. All such Contractual  Obligations and
transactions which are to continue after the Effective Time (a) will be on terms
and conditions no less favorable to the Company than would be customary for such
between  Persons who are not  Affiliates  or upon terms and  conditions on which
similar  Contractual  Obligations  and  transactions  with  Persons  who are not
Affiliates could fairly and reasonably be expected

                                      -10-

<PAGE>



to be entered  into,  and (b) are  specifically  designated  as so  surviving in
Section 4.9 of the Company Disclosure Schedule.

         SECTION 4.10 Insurance. Section 4.10 of the Company Disclosure Schedule
includes the insurers'  names,  policy  numbers,  expiration  dates,  amounts of
coverage,  the annual premiums,  Best policy holder's and financial size ratings
of  the  insurers,  exclusions,   deductibles  and  self-insured  retention  and
describes  in  reasonable  detail  any  retrospective   rating  plan,   fronting
arrangement  or any other  self-insurance  or risk  assumption  agreed to by the
Company  or  imposed  upon  the  Company  by any such  insurers,  as well as any
self-insurance  program  that is in  effect.  The  Company  is not in  breach or
violation of or in default  under any such policy,  and all premiums due thereon
have been paid.

         SECTION 4.11 Tax Matters.

         (a) The Company has in accordance  with all  Applicable  Laws filed all
Tax Returns  which are  required  to be filed,  and has paid,  or made  adequate
provision for the payment of, all Taxes which have or may become due and payable
pursuant to said Tax Returns and all other governmental  charges and assessments
received to date other than those Taxes being  contested in good faith for which
adequate  provision has been made on the most recent  balance sheet forming part
of the Company  Financial  Statements.  The Tax Returns of the Company have been
prepared  in  accordance  with  all  Applicable  Laws  and  generally   accepted
principles  applicable  to taxation  consistently  applied.  All Taxes which the
Company is required by law to withhold and collect  have been duly  withheld and
collected,  and  have  been  paid  over,  in a  timely  manner,  to  the  proper
Authorities  to the extent due and  payable.  The Company has not  executed  any
waiver to extend,  or  otherwise  taken or failed to take any action  that would
have the effect of extending,  the applicable  statute of limitations in respect
of any  Tax  liabilities  of the  Company  for the  fiscal  years  prior  to and
including the most recent fiscal year.  Adequate  provision has been made on the
most recent balance sheet forming part of the Company  Financial  Statements for
all Taxes accrued through the date of such balance sheet of any kind,  including
interest and penalties in respect thereof,  whether disputed or not, and whether
past, current or deferred, accrued or unaccrued, fixed, contingent,  absolute or
other,  and there are no past  transactions  or matters  which  could  result in
additional  Taxes to the  Company  for which an  adequate  reserve  has not been
provided on such balance  sheet.  The Company is not a "consenting  corporation"
within the meaning of Section 341(f) of the Code. The Company has for the period
indicated in Section 4.1(a) of the Company Disclosure  Schedule  qualified,  and
immediately  prior to the Effective  Time will qualify,  for taxable status as a
Subchapter S corporation under the Code.

         (b) The Company  has paid all Taxes  which have become due  pursuant to
its Returns and has paid all installments of estimated Taxes due and payable.

         (c) From the end of its most recent  fiscal year to the date hereof the
Company has not made any payment on account of any Taxes except regular payments
required in the ordinary  course of business with respect to current  operations
or property presently owned.

         (d) The  information  shown on the  Federal  Income Tax  Returns of the
Company (true,  accurate and complete copies of which have been furnished by the
Company to American to the extent  requested by American) is true,  accurate and
complete  in all  material  respects  and fairly  and  accurately  reflects  the
information purported to be shown. To the Company's knowledge, Federal and state
income  Tax  Returns  of the  Company  have  not  been  examined  by the  IRS or
applicable  state  Authority,  and the  Company  has not  been  notified  of any
proposed  examination,  except  as  shown  in  Section  4.11(d)  of the  Company
Disclosure Schedule.

                                      -11-

<PAGE>



         (e)  The  Company  is not a  party  to any  tax  sharing  agreement  or
arrangement.

         (f) The  Company is not and,  within  five (5) years of the date hereof
has not been, a "United States real property holding  corporation" as defined in
Section 897 of the Code.

         SECTION 4.12  Employee Retirement Income Security Act of 1974.

         (a) The Company  (which for purposes of this Section  shall include any
ERISA  Affiliate)  has not made at any time  since its  organization  and is not
making any  contribution to any Plan and has not sponsored and is not sponsoring
any Plan or Benefit  Arrangement,  except as set forth in Section 4.12(a) of the
Company  Disclosure  Schedule.  True,  complete and accurate  copies of all such
written Plans and Benefit  Arrangements (or related  insurance  policies) to the
extent requested by American have been furnished to American,  along with copies
of any employee handbooks or similar documents  describing such Plans or Benefit
Arrangements. Section 4.12(a) of the Company Disclosure Schedule also contains a
true,  complete  and  accurate  description  of any  unwritten  Plan or  Benefit
Arrangement.  As to all Plans and Benefit Arrangements listed in Section 4.12(a)
of the Company Disclosure Schedule:

                  (i) all such Plans and  Benefit  Arrangements  comply and have
         been  administered in form and in operation with all Applicable Laws in
         all material respects, and the Company has not received any notice from
         any Authority questioning or challenging such compliance;

                  (ii) all such Plans maintained or previously maintained by the
         Company that are or were  intended to comply with  Sections 401 and 501
         of the Code  comply  and  complied  in form and in  operation  with all
         applicable  requirements  of such  sections,  and no event has occurred
         which  will or could  give  rise to  disqualification  of any such Plan
         under such sections or to a tax under Section 511 of the Code;

                  (iii)  none of the  assets  of any such Plan are  invested  in
         employer securities or employer real property;

                  (iv)  there  have  been  no  "prohibited   transactions"   (as
         described  in Section  406 of ERISA or  Section  4975 of the Code) with
         respect to any such Plan and the Company has not  otherwise  engaged in
         any prohibited transaction;

                  (v) there have been no acts or omissions by the Company  which
         have given rise to or may give rise to any material  fines,  penalties,
         taxes or related charges under Sections 502(c), 502(i) or 4071 or ERISA
         or Chapter 43 of the Code for which the Company may be liable;

                  (vi)  there are no  Claims  (other  than  routine  claims  for
         benefits  or  actions  seeking  qualified  domestic  relations  orders)
         pending or threatened involving such Plans or the assets of such Plans,
         and, to the Company's  knowledge,  no facts exist which could give rise
         to any such Claims  (other than routine  claims for benefits or actions
         seeking qualified domestic relations orders);

                  (vii) no such Plan is  subject  to Title IV of  ERISA,  or, if
         subject,  there  have been no  "reportable  events"  (as  described  in
         Section 4043 of ERISA),  and no steps have been taken to terminate  any
         such Plan;


                                      -12-

<PAGE>



                  (viii)  all  group  health  Plans  of the  Company  have  been
         operated in compliance  in all material  respects with the group health
         plan continuation coverage requirements of COBRA;

                  (ix) to the  extent  required  by GAAP,  actuarially  adequate
         accruals for all obligations  under the Plans are reflected in the most
         recent balance sheet forming part of the Company  Financial  Statements
         and such  obligations  include  a pro rata  amount  of the  Shareholder
         Distributions  which would  otherwise have been made in accordance with
         past practices for the Plan years which include the Closing Date;

                  (x) neither the Company nor, to the Company's  knowledge,  any
         of its respective directors, officers, employees or any other fiduciary
         has committed any material breach of fiduciary  responsibility  imposed
         by ERISA  that  would  subject  the  Company  or any of its  respective
         directors, officers or employees to any material liability under ERISA;

                  (xi) no such Plan which is subject to Part 3 of  Subtitle B of
         Title I of ERISA or Section 412 of the Code had an accumulated  funding
         deficiency  (as  defined in Section 302 of ERISA and Section 412 of the
         Code),  whether or not  waived,  as of the last day of the most  recent
         fiscal  year of such Plan to which  Part 3 of  Subtitle B of Title I of
         ERISA  or  Section  412 of the  Code  applied,  nor  would  have had an
         accumulated funding deficiency on such date if such year were the first
         year of such Plan to which Part 3 of  Subtitle B of Title I of ERISA or
         Section 412 of the Code applied;

                  (xii) no  liability to the PBGC has been or is expected by the
         Company to be  incurred by the Company  with  respect to any Plan,  and
         there  has  been  no  event  or  condition  which  presents  a risk  of
         termination of any Plan by the PBGC;

                  (xiii)  the  Company  is not and never has been a party to any
         Multiemployer Plan or made contributions to any such Plan;

                  (xiv)  except  as set  forth in  Section  4.12(a)(xiv)  of the
         Company Disclosure Schedule (which entry, if applicable, shall indicate
         the present  value of  accumulated  plan  liabilities  calculated  in a
         manner  consistent  with FAS 106 and  actual  annual  expense  for such
         benefits  for each of the  last  two (2)  years)  and  pursuant  to the
         provisions  of  COBRA,  the  Company  does not  maintain  any Plan that
         provides  benefits  described in Section  3(1) of ERISA,  except as the
         provisions of COBRA may apply,  to any former  employees or retirees of
         the Company; and

                  (xv) the Company has made  available to American a copy of the
         two most  recently  filed  Federal  Form 5500  series and  accountant's
         opinion,  if  applicable,  for  each  Plan  (and  the two  most  recent
         actuarial  valuation  reports for each Plan, if any, that is subject to
         Title IV of ERISA), and all information  provided by the Company to any
         actuary  in  connection  with the  preparation  of any  such  actuarial
         valuation  report  was true,  accurate  and  complete  in all  material
         respects.

         (b) The execution,  delivery and  performance of this Agreement and the
Collateral  Documents  executed or required to be executed  pursuant  hereto and
thereto will not involve any prohibited  transaction within the meaning of ERISA
or Section 4975 of the Code.

         SECTION 4.13 Absence of Sensitive Payments. Neither the Company nor, to
the  Company's  knowledge,  any  of  its  officers,   directors,   stockholders,
employees,  agents  or other  representatives,  has (a) made any  contributions,
payments or gifts to or for the private use of any governmental official,

                                      -13-

<PAGE>



employee or agent where either the payment or the purpose of such  contribution,
payment  or  gift  is  illegal  under  the  laws  of the  United  States  or the
jurisdiction in which made, (b) established or maintained any unrecorded fund or
asset for any purpose or made any false or artificial  entries on its books,  or
(c) made any payments to any person with the intention or understanding that any
part of such payment was to be used for any purpose other than that described in
the documents supporting the payment.

         SECTION 4.14 Inapplicability of Specified Statutes.  The Company is not
a "holding company",  or a "subsidiary  company" or an "affiliate" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935, as amended,  or an "investment  company" or a company  "controlled"  by or
acting  on behalf of an  "investment  company",  as  defined  in the  Investment
Company Act of 1940, as amended,  or a "carrier" or a person which is in control
of a "carrier", as defined in section 11301 of Title 49, U.S.C.

         SECTION 4.15  Authorized and Outstanding Capital Stock.

         (a) The authorized and  outstanding  capital stock of the Company is as
set forth in Section  4.15(a) of the Company  Disclosure  Schedule.  All of such
outstanding  capital stock has been duly authorized and validly issued, is fully
paid and  nonassessable  and is not subject to any preemptive or similar rights.
There is neither  outstanding  nor has the Company  agreed to grant or issue any
shares of its capital stock or any Option Security or Convertible Security,  and
the  Company  is not a party  to or bound by any  agreement,  put or  commitment
pursuant to which it is obligated to purchase,  redeem or otherwise  acquire any
shares of capital stock or any Option Security or Convertible  Security,  except
as set forth in Schedule 4.15(a) of the Company Disclosure Schedule.

         (b) All of the outstanding  capital stock of the Company is owned as of
the date of this Agreement by the Company  Stockholders as and to the extent set
forth in Section 4.15(b) of the Company  Disclosure  Schedule,  to the Company's
knowledge, free and clear of all Liens.

         SECTION 4.16 Employment Arrangements.

         (a) Section 4.16(a) of the Company Disclosure Schedule contains a true,
accurate and complete list of all persons employed by the Company, together with
each such employee's date of hire, the title or capacity in which such person is
employed, and an accurate summary description of all Employment Arrangements.

         (b) The Company has  received  no notice  that,  and the Company is not
aware of, any Company employee (other than the Company  Stockholders)  who shall
or is likely to terminate his or her  employment  relationship  with the Company
upon the execution of this Agreement or with American after  consummation of the
Merger.

         (c) Each applicable  Employment  Arrangement  has been  administered in
compliance in all material  respects with the provisions of ERISA, the Code, the
Age  Discrimination  in Employment Act and any other Applicable Law. The Company
has performed in all material respects all obligations  required to be performed
under each Employment  Arrangement and is not in material breach or violation of
or in  material  default  or  arrears  under  any of the  terms,  provisions  or
conditions  thereof.  There exists no Claim or Legal Action  (other than routine
claims for benefits) with respect to any Employment  Arrangement  pending or, to
the Company's knowledge,  threatened against any Employment Arrangement, and the
Company  possesses  no  knowledge of any facts which could give rise to any such
Legal Action or Claim.

                                      -14-

<PAGE>



         (d) Except as  described in Section  4.16(d) of the Company  Disclosure
Schedule,  (i) none of the employees of the Company is now, or, to the Company's
knowledge,  during  the past five (5) years has been,  represented  by any labor
union or other employee collective bargaining  organization,  or are now, or, to
the Company's knowledge during the past five (5) years have been, parties to any
labor or other  collective  bargaining  agreement,  (ii)  there  are no  pending
grievances,  disputes or  controversies  with any union or any other employee or
collective  bargaining  organization of such  employees,  or threats of strikes,
work stoppages or slowdowns or any pending demands for collective  bargaining by
any union or other such  organization,  and (iii) neither the Company nor any of
its employees is now, or, to the Company's  knowledge,  during the past five (5)
years has been,  subject  to or  involved  in or,  to the  Company's  knowledge,
threatened   with,   any  union   elections,   petitions   therefore   or  other
organizational  or  recruiting   activities.   The  Company  has  performed  all
obligations  required to be performed under all Employment  Arrangements and are
not in breach or violation  of or in default or arrears  under any of the terms,
provisions  or conditions  thereof.  Section  4.16(a) of the Company  Disclosure
Schedule  sets forth the basis of funding,  and the current  status of, any past
service liability with respect to each Employment  Arrangement to which the same
is applicable.

         (e) Except as set forth on Section  4.16(e) of the  Company  Disclosure
Schedule,  no employee shall accrue or receive additional  benefits,  service or
accelerated  rights to payments of benefits  under any  Employment  Arrangement,
including the right to receive any parachute payment, as defined in Section 280G
of the Code, or become entitled to severance,  termination  allowance or similar
payments as a result, directly or indirectly,  of the transactions  contemplated
by this Agreement.  Notwithstanding  the foregoing,  the Company  represents and
warrants that each employment, severance, consulting or other similar agreement,
if any,  listed in Section  4.16(e) of the Company  Disclosure  Schedule  may be
unconditionally terminated at no cost to the Company or American.

         (f) The Company  considers its  relationships  with its employees to be
good.

         SECTION 4.17 Material  Agreements.  Specifically listed on Section 4.17
of the Company Disclosure  Schedule are all Material  Agreements relating to the
ownership  or  operation  of the  business  and  property  of the Company or any
presently  held or used by the  Company or to which the Company is a party or to
which it or any of its property is subject or bound. True, accurate and complete
copies  of each of the  Material  Agreements  have been  made  available  by the
Company to American and the Company has provided  American with  photocopies  of
all such  Material  Agreements  requested  by American  (or true,  accurate  and
complete descriptions thereof have been set forth in Section 4.17 of the Company
Disclosure  Schedule,  if any such  Material  Agreements  are oral).  All of the
Material Agreements are valid,  binding and legally  enforceable  obligations of
the Company and, to the Company's knowledge,  all other parties thereto, and the
Company is validly and lawfully  operating  its business and owning its property
under each of the Material Agreements. The Company has duly complied with all of
the  terms  and  conditions  of each  Material  Agreement  and  has not  done or
performed,  or failed  to do or  perform  (and  there is no  pending  or, to the
knowledge of the Company, threatened Claim that the Company has not so complied,
done and performed or fail to do and perform) any act which would  invalidate or
provide  grounds  for the other  party  thereto  to  terminate  (with or without
notice, passage of time or both) such Material Agreement or impair the rights or
benefits,  or increase  the costs,  of the  Company,  under any of the  Material
Agreements.  The Company has not  expressly  granted any waivers of  forbearance
under any Material Agreement and, to the Company's knowledge,  no third party is
in  material  default in the  performance  of any of its  obligations  under any
Material  Agreement.  Except for those  consents or approvals  listed in Section
4.17 of the Company Disclosure  Schedule,  no consents or approvals of any third
party are necessary to permit the assignment of the Material Agreements to

                                      -15-

<PAGE>



American pursuant to the Merger and such assignment will not affect the validity
or enforceability of any Material  Agreement or cause any material change in the
substantive terms of any of them.

         SECTION 4.18 Ordinary Course of Business.  The Company, from the end of
its most recent fiscal  quarter to the date hereof,  and until the Closing Date,
except  (i) as may be  described  on  Section  4.18  of the  Company  Disclosure
Schedule,   (ii)  as  may  result  from  the  consummation  of  the  Shareholder
Distribution, (iii) as may be required or expressly contemplated by the terms of
this Agreement, or (iv) as are reflected in the Company Financial Statements:

                  (a) has operated,  and will continue to operate,  its business
         in the normal,  usual and customary  manner in the ordinary and regular
         course of business, consistent with prior practice;

                  (b) has not sold or  otherwise  disposed of or  contracted  to
         sell or otherwise dispose of, and will not sell or otherwise dispose of
         or contract to sell or otherwise  dispose of, any of its  properties or
         assets having a value in excess of $10,000 with respect to any Station,
         other than in the ordinary course of business;

                  (c)  except in each case in the ordinary course of business:

                           (i)  has  not   incurred   and  will  not  incur  any
                  obligations or liabilities (fixed, contingent or other) having
                  a value in excess of $10,000 with respect to any Station;

                           (ii) has not  entered  and will  not  enter  into any
                  commitments  having a value in excess of $10,000  with respect
                  to any Station; and

                           (iii) has not cancelled and will not cancel any debts
                  or claims;

                  (d) has not made or  committed  to make,  and will not make or
         commit to make,  any  additions  to its  property or any  purchases  of
         equipment, except for normal maintenance and replacements;

                  (e) has not  discharged or satisfied and will not discharge or
         satisfy any Lien,  and has not paid and will not pay any  obligation or
         liability  (absolute or contingent)  other than current  liabilities or
         obligations under contracts then existing or thereafter entered into in
         the ordinary course of business and  commitments  under Leases existing
         on that date or  incurred  since  that date in the  ordinary  course of
         business or repaying or prepaying Long-Term Indebtedness or the current
         portion thereof;

                  (f) has not created or permitted  to be created,  and will not
         create  or  permit  to be  created,  any  Lien  on any of its  tangible
         property,  except for such Liens, if any, as do not materially  detract
         from  the  value  of or  materially  interfere  with  the  use of  such
         property;

                  (g) has not transferred or created or permitted to be created,
         and will not  transfer or create or permit to be  created,  any Lien on
         any  Intangible  Assets ,  except  for such  Liens,  if any,  as do not
         materially  detract from the value of or materially  interfere with the
         use of such property;

                  (h) has not increased  and will not increase the  compensation
         payable  or to  become  payable  to  any of  its  directors,  officers,
         employees, advisers, consultants, salesmen or agents

                                      -16-

<PAGE>



         other than in the  ordinary  course of business  which will not, in any
         event with respect to any of the foregoing,  exceed the applicable rate
         of inflation,  or otherwise alter,  modify or change the terms of their
         employment or engagement;

                  (i) has not suffered and will not suffer any material  damage,
         destruction  or loss  (whether  or not  covered  by  insurance)  or any
         acquisition or taking of property by any Authority;

                  (j) has not waived  and will not waive any rights of  material
         value without fair and adequate consideration;

                  (k)  has not experienced any work stoppage;

                  (l) except in the  ordinary  cause of business as described in
         Section  4.18(l) of the Company  Disclosure  Schedule,  has not entered
         into,  amended  or  terminated,  and  will  not  enter  into,  amend or
         terminate,  any  Lease,  Governmental  Authorization,   Plan,  Benefit,
         Arrangement,  Private  Authorization,  Material  Agreement,  Employment
         Arrangement or Contractual Obligation, or any transaction, agreement or
         arrangement with any Affiliate;

                  (m) has not  amended  or  terminated,  and will  not  amend or
         terminate,  and  has  kept  and  will  keep in full  force  and  effect
         including  without  limitation  renewing  to the  extent the same would
         otherwise expire or terminate, all insurance policies and coverage with
         financially  responsible  companies  in such  amounts and against  such
         risks and losses as are consistent with past practice;

                  (n) has not,  and will not have,  declared,  made or paid,  or
         agreed to declare, make or pay, any Distribution;

                  (o) has not amended,  and will not amend, any provision of its
         Organic Documents;

                  (p) has not issued,  sold, pledged or disposed of and will not
         issue,  sell,  pledge or  dispose of any  additional  shares of capital
         stock or any Option  Securities or  Convertible  Securities  and has no
         entered into,  and will not enter into, any agreement or arrangement to
         do the same;

                  (q) has not entered into,  and will not enter into,  any trade
         or barter  arrangements  (i) which are outside the  ordinary  course of
         business,  (ii) otherwise than in accordance  with the Company's  prior
         policies and practices, or (iii) if, together with all trade and barter
         arrangements  entered into after September 30, 1996, such  arrangements
         would cause the  difference  between fair value of the Company's  trade
         assets and trade  liabilities  with  respect to the  Stations to become
         more unfavorable to the Company by more than $25,000;

                  (r) has not entered into,  and will not enter into,  any other
         transaction or series of related  transactions which individually or in
         the aggregate is material to the Company, except in the ordinary course
         of business; and

                  (s) will, on or prior to the Closing,  apply the  condemnation
         fund account  balance in the amount and as set forth in Section 4.18(s)
         of the Company Disclosure Schedule.

         SECTION 4.19 Bank Accounts, Etc. Section 4.19 of the Company Disclosure
Schedule  contains a true,  accurate and complete  list as of the date hereof of
all banks, trust companies, savings and loan

                                      -17-

<PAGE>



associations  and brokerage  firms in which the Company has an account or a safe
deposit box and the names of all Persons  authorized  to draw  thereon,  to have
access thereto, or to authorize  transactions therein, the names of all Persons,
if any,  holding powers of attorney from the Company and a summary  statement as
to the terms thereof.  The Company agrees that prior to the Closing Date it will
not make or permit to be made any  change  affecting  any bank,  trust  company,
savings and loan association, brokerage firm or safe deposit box or in the names
of the  Persons  authorized  to draw  thereon,  to  have  access  thereto  or to
authorize  transactions  therein  or in such  powers  of  attorney,  or open any
additional accounts or boxes or grant any additional powers of attorney, without
in each case obtaining the prior written consent of American.

         SECTION 4.20  Material and Adverse  Restrictions.  The Company is not a
party to or subject to, nor is any of its  property  subject to, any  Applicable
Law, Governmental Authorization, Contractual Obligation, Employment Arrangement,
Material  Agreement  or  Private  Authorization,  or  any  other  obligation  or
restriction of any kind or character not disclosed by the Company to American on
or prior to the date of this Agreement,  which now or, as far as the Company can
now reasonably foresee,  individually or in the aggregate is likely to, have any
Material  Adverse  Effect on the Company,  except as  specifically  set forth in
Section 4.20 of the Company Disclosure Schedule.

         SECTION 4.21 Broker or Finder.  No Person  assisted in or brought about
the  negotiation  of this  Agreement,  the Merger or the  subject  matter of the
Transactions  in the  capacity  of  broker,  agent or finder  or in any  similar
capacity  on behalf of the  Company or to the  knowledge  of the  Company or any
Company Stockholders other than Media Venture Partners, Ltd., which was retained
by, and whose fees and  expenses  shall be paid  equally  by,  the  Company  and
American.

         SECTION 4.22 Environmental Matters.

         (a) Except as set forth in Section  4.22(a) of the  Company  Disclosure
Schedule, the Company:

                  (i) to the  knowledge  of the Company,  has not been  notified
         that it is potentially  liable under,  has not received any request for
         information or other correspondence  concerning its potential liability
         with respect to any site or facility  under,  and is not a "potentially
         responsible  party" under, the  Comprehensive  Environmental  Response,
         Compensation  and  Liability  Act of 1980,  as  amended,  the  Resource
         Conservation Recovery Act, as amended, or any similar state law;

                  (ii) has not  entered  into or received  any  consent  decree,
         compliance   order  or   administrative   order   issued   pursuant  to
         Environmental Laws;

                  (iii) is not a party  in  interest  or in  default  under  any
         judgment,  order, writ,  injunction or decree of any final order issued
         pursuant to Environmental Laws;

                  (iv) is, to the knowledge of the Company, in compliance in all
         material  respects  with all  Environmental  Laws,  has,  to  Company's
         knowledge,  obtained all Environmental  Permits, and is not the subject
         of or, to the  Company's  knowledge,  threatened  with any Legal Action
         involving a demand for damages or other potential  liability  including
         any Lien with respect to material  violations  or material  breaches of
         any Environmental Law; and

                  (v) the Company has no knowledge of any past or present  Event
         related to the Company or its business,  operations  or property  which
         Event, individually or in the aggregate, may

                                      -18-

<PAGE>



         interfere  with or  prevent  continued  material  compliance  with  all
         Environmental  Laws, or which,  individually or in the aggregate,  will
         form the basis of any  material  Claim for the  release  or  threatened
         release into the environment, of any Hazardous Material.

         (b) Except as set forth in Section  4.22(b) of the  Company  Disclosure
Schedule:

                  (i) the  Company  has not  disposed  of,  released,  buried or
         placed on any  property  or  facility  owned or  leased by the  Company
         during the period that such  facilities  and  properties  were owned or
         leased by it or on the  property  of any  other  Person  any  Hazardous
         Materials  which to  Company's  knowledge  could  form the  basis for a
         material Claim; and

                  (ii) to the  knowledge  of the  Company,  the  Company  has no
         above-ground  or  underground  fuel storage tanks on property  owned or
         leased by it.

         SECTION 4.23 Compliance with Regulations Relating to Securities Credit.
None of the  borrowings,  if any, of the Company  were  incurred or used for the
purpose  of  purchasing  or  carrying  any  security  which  at the  date of its
acquisition  was, or any  security  which now is,  margin  stock or other margin
security  within the meaning of  Regulation T of the Margin Rules or a "security
that is publicly held," within the meaning of the Margin Rules,  and the Company
owns no margin stock or other margin  security,  or a "security that is publicly
held", and the Company has no present intention of acquiring any margin stock or
other margin security, or any "security that is publicly held".

         SECTION 4.24 Continuing  Representation and Warranty.  Except for those
representations  and  warranties  which speak as of a specific  date, all of the
representations  and warranties of the Company set forth in this Article (as the
same may be updated  pursuant  to Section  6.4) shall be true and correct on the
Closing  Date with the same  force and  effect as though  made on and as of that
date and those,  if any,  which  speak as of a  specific  date shall be true and
correct on the Closing Date.

         SECTION  4.25  Contribution  Assets.  Notwithstanding  anything  to the
contrary in the foregoing  representations  and  warranties of the Company,  the
Company hereby makes no representations or warranties with respect to the assets
of the Company described in Section 2.1 of the Company Disclosure Schedule to be
contributed  and  transferred  to  the  Company  Stockholders  pursuant  to  the
Shareholder Distribution.


                                    ARTICLE 5

                   REPRESENTATIONS AND WARRANTIES OF AMERICAN

         American  represents,  warrants and covenants to, and agrees with,  the
Company as follows:

         SECTION 5.1 Organization and Business;  Power and Authority;  Effect of
Transaction.

         (a) American (i) is a corporation duly organized,  validly existing and
in good standing under the laws of its jurisdiction of  incorporation;  (ii) has
all  requisite  power and authority  (corporate  and other) to own or hold under
lease its  properties  and to  conduct  its  business  as now  conducted  and as
presently  proposed  to be  conducted;  and  (iii)  has  duly  qualified  and is
authorized  to do business and is in good standing as a foreign  corporation  in
each jurisdiction in which the character of its property or the nature

                                      -19-

<PAGE>



of its business or operations requires such qualification or authorization,  and
in which the failure to be so qualified would have a Material  Adverse Effect on
American.

         (b) American  has all  requisite  power and  authority  (corporate  and
other), and has in full force and effect all Governmental  Authorizations (other
than those referred to in Section  5.2(c)(iii))  and Private  Authorizations  in
order to enable it to execute and deliver, and to perform its obligations under,
this Agreement and each Collateral  Document executed or required to be executed
pursuant hereto or thereto or to consummate the Merger and the Transactions; and
the execution,  delivery and  performance of this Agreement and each  Collateral
Document  executed or required to be executed  pursuant  hereto or thereto  have
been duly  authorized by all requisite  corporate or other action on the part of
American.  No action or approval  on the part of the  American  stockholders  is
required in connection  with the  execution,  delivery and  performance  of this
Agreement or any Collateral  Document or the  consummation of the Merger and the
Transactions.  This  Agreement  has been duly executed and delivered by American
and  constitutes,  and each  Collateral  Document  executed  or  required  to be
executed  pursuant  hereto  or  thereto  or to  consummate  the  Merger  and the
Transactions,  when executed and delivered by American, will constitute,  legal,
valid and binding  obligations of American  enforceable in accordance with their
respective terms,  except as such  enforceability  may be limited by bankruptcy,
moratorium,  insolvency  and similar laws  affecting  the rights and remedies of
creditors and the obligations of debtors generally and by general  principles of
equity.

         (c) Except as set forth in Section  5.1(c) of the  American  Disclosure
Schedule, neither the execution and delivery of this Agreement or any Collateral
Document executed or required to be executed pursuant hereto or thereto, nor the
consummation of the Transactions,  nor compliance with the terms, conditions and
provisions hereof or thereof by American:

                  (i) will conflict with, or result in a breach or violation of,
         or  constitute  a  default  under,  any  Applicable  Law on the part of
         American or will conflict  with, or result in a breach or violation of,
         or  constitute  a default  under,  or permit  the  acceleration  of any
         obligation  or liability  in, or but for any  requirement  of giving of
         notice or  passage  of time or both  would  constitute  such a conflict
         with,  breach or  violation  of, or default  under,  or permit any such
         acceleration  in, any  Contractual  Obligation of American,  except for
         such   conflicts,   breaches,   violations,   defaults   or   permitted
         accelerations as would not,  individually or in the aggregate,  have an
         Adverse Effect on the American; or

                  (ii) will require  American to make or obtain any Governmental
         Authorization, Governmental Filing or Private Authorization, except for
         (x) the FCC  Consents,  filings  under  the  Hart-Scott-Rodino  Act and
         Private   Authorizations  and  (y)  other  filing   requirements  under
         Applicable Law in connection with the Merger and the  Transactions  the
         failure of which to be obtained or maintained  would not,  individually
         or in the aggregate, have an Adverse Effect on American.

         SECTION 5.2       Financial and Other Information.

         (a) American  has  heretofore  furnished  to the Company  copies of the
consolidated  financial  statements of American and its  Subsidiaries  listed in
Section  5.2(a) of the American  Disclosure  Schedule (the  "American  Financial
Statements").  The  American  Financial  Statements,  including in each case the
notes  thereto,  have  been  prepared  in  accordance  with  GAAP  applied  on a
consistent  basis  throughout the periods covered  thereby,  except as otherwise
noted  therein  or as set forth in  Section  5.2(a) of the  American  Disclosure
Schedule,  are true,  accurate  and  complete in  accordance  with GAAP,  do not
contain

                                      -20-

<PAGE>



any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required  by GAAP to be  stated  therein  or  necessary  in  order  to make  the
statements  contained  therein not misleading,  and fairly present the financial
condition  and results of operations  of American and its  Subsidiaries,  on the
bases therein stated, as of the respective dates thereof, and for the respective
periods covered thereby subject, in the case of unaudited financial  statements,
to normal year-end audit adjustments and accruals.

         (b) Neither the American  Disclosure  Schedule,  the American Financial
Statements or this Agreement nor any Collateral Document,  data,  information or
statement  furnished or to be furnished by or on behalf of the Company  pursuant
to this Agreement or any Collateral Document executed or required to be executed
by or on behalf of the Company  pursuant  hereto or thereto or to consummate the
Merger and the Transactions,  contains or will contain any untrue statement of a
material  fact or omits or will omit to state a  material  fact  required  to be
stated herein or therein or necessary in order to make the statements  contained
herein or  therein  not  misleading  and all such  Collateral  Documents,  data,
information  or  statements  are and will be true,  accurate and complete in all
material respects.  The documents  (collectively,  the "American SEC Documents")
which American has filed pursuant to the provisions of the Securities Act or the
Exchange Act, as of the date of the filing  thereof,  did not contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated herein or necessary to make the statements contained therein, in light of
the circumstances under which they were made, not misleading.  Section 5.2(b) of
the  American   Disclosure  Schedule  contains  an  update  of  certain  of  the
information set forth in the American SEC Documents.  No information material to
the Merger and the  Transactions  contemplated  by this  Agreement  and which is
necessary  to make the  representations  and  warranties  herein  contained  not
misleading,  to the knowledge of American,  has been  withheld  from, or has not
been delivered to, the Company.

         SECTION  5.3  Changes in  Condition.  Since the date of the most recent
financial  statements forming part of the American Financial  Statements,  there
has been no Material Adverse Change in the Company and its Subsidiaries taken as
a whole. There is no Event known to American which Materially Adversely Affects,
or (so far as American  can now  reasonably  foresee) in the future is likely to
Materially Adversely Affect,  American and its Subsidiaries taken as a whole, or
the ability of the Company to perform any of the  obligations  set forth in this
Agreement  or any  Collateral  Document  executed  or  required  to be  executed
pursuant  hereto or thereto or to  consummate  the Merger and the  Transactions,
except (i) to the  extent  specifically  described  in the  American  Disclosure
Schedule and (ii) for matters  affecting the economy  (national or local) or the
radio broadcasting industry generally.

         SECTION 5.4 Compliance  with Private  Authorizations.  Each of American
and each Subsidiary has obtained all Private  Authorizations which are necessary
for the  ownership  by American or each  Subsidiary  of its  properties  and the
conduct  of its  business  as  now  conducted  or as  presently  proposed  to be
conducted  or which,  if not obtained and  maintained,  could,  singly or in the
aggregate,  Materially Adversely Affect American and its Subsidiaries taken as a
whole.  Neither  American nor any Subsidiary is in breach or violation of, or is
in  default in the  performance,  observance  or  fulfillment  of,  any  Private
Authorization,  and no Event exists or has occurred,  which constitutes,  or but
for any  requirement  of  giving  of notice  or  passage  of time or both  would
constitute,   such  a  breach,   violation   or   default,   under  any  Private
Authorization,  except for such defaults,  breaches or violations, as do not and
will not have in the aggregate any Material  Adverse  Effect on American and its
Subsidiaries  taken as a whole or the  ability of American to perform any of the
obligations set forth in this Agreement or any Collateral  Document  executed or
required to be executed  pursuant  hereto or thereto or to consummate the Merger
and the Transactions. No Private Authorization is the subject of any pending or,
to American's knowledge, information or belief, threatened attack, revocation or
termination.


                                      -21-

<PAGE>



         SECTION 5.5 Compliance with Governmental  Authorizations and Applicable
Law.

         (a) American or one of its  Subsidiaries is the authorized legal holder
of all FCC licenses required to carry on the operation of the radio broadcasting
stations of American,  none of which is subject to any  restriction or condition
which would limit in any material  respect the  operations  of such  stations as
currently  conducted  or proposed to be  conducted.  There are no  applications,
complaints or other Legal Actions pending or, to the best knowledge of American,
threatened  before the FCC which could Materially  Adversely Affect the business
or  operations  of  its  stations,   other  than  applications,   complaints  or
proceedings  which affect the radio  broadcasting  industry  generally.  The FCC
licenses  held by  American  or one of its  Subsidiaries  are  valid and in good
standing,  are in full  force and effect and are not  impaired  in any  material
respect by any act or omission of American or any of its  Subsidiaries or its or
their  officers,  directors,  employees  or agents,  and the  operation  of such
stations is in  accordance in all material  respects with its FCC licenses.  All
material reports, forms and statements required to be filed by American with the
FCC with  respect to such  stations  have been filed and are true,  complete and
accurate in all material respects.

         (b) Each of American  and each of its  Subsidiaries  has  obtained  all
Governmental Authorizations which are necessary for the lawful ownership and the
lawful  conduct of its business as now conducted or as presently  proposed to be
conducted,  except  for  Governmental  Authorizations,  the  failure of which to
obtain  and  maintain,  would not  individually  or in the  aggregate,  have any
Material  Adverse Effect on American and its  Subsidiaries  taken as a whole. No
Governmental  Authorization  is the  subject of any  pending  or, to  American's
knowledge,  threatened  challenge  or  proceeding  to  revoke or  terminate  any
Governmental  Authorization.   American  has  no  reason  to  believe  that  any
Governmental  Authorization  would not be renewed in the name of American by the
granting Authority in the ordinary course.

         SECTION 5.6  Authorized and Outstanding Capital Stock.

         (a) The authorized and outstanding  capital stock of American is as set
forth in the American SEC  Documents,  except as otherwise  set forth in Section
5.6(a) of the American  Disclosure  Schedule.  All of such  outstanding  capital
stock  has  been  duly  authorized  and  validly  issued,   is  fully  paid  and
nonassessable and is not subject to any preemptive or similar rights.  There is,
as of the date hereof,  neither  outstanding nor has the Company agreed to grant
or issue any shares of its capital stock or any Option  Security or  Convertible
Security,  and, as of the date hereof,  neither American nor any Subsidiary is a
party to or is bound by any agreement, put or commitment pursuant to which it is
obligated to purchase,  redeem or otherwise  acquire any shares of capital stock
or any  Option  Security  or  Convertible  Security,  except as set forth in the
American Prospectus or Section 5.6(a) of the American Disclosure Schedule.

         (b) To American's  knowledge,  as of the date hereof, no Person, and no
group  of  Persons  acting  in  concert,  owns as much as five  percent  (5%) of
American's outstanding Common Stock, and American is not controlled by any other
Person, except Baron Capital, Inc. or as set forth in the American SEC Documents
or Section 5.6(b) of the American Disclosure Schedule.

         SECTION 5.7 Broker or Finder.  No Person  assisted in or brought  about
the  negotiation  of this  Agreement,  the Merger or the  subject  matter of the
Transactions  in the  capacity  of  broker,  agent or finder  or in any  similar
capacity on behalf of American,  other than Media Venture Partners,  Ltd., which
was  retained  by, and whose fees and  expenses  shall be paid  equally  by, the
Company and American.

         SECTION 5.8 Continuing  Representation  and Warranty.  Except for those
representations  and  warranties  which speak as of a specific  date, all of the
representations and warranties of American set

                                      -22-

<PAGE>



forth in this Article shall be true and correct on the Closing Date (as the same
may be updated pursuant to Section 6.4) with the same force and effect as though
made on and as of that date and those, if any, which speak as of a specific date
shall be true and correct on the Closing Date.


                                    ARTICLE 6

                                    COVENANTS

         SECTION 6.1 Access to Information; Confidentiality.

         (a) Each party  shall  afford to the other  party and its  accountants,
counsel,  financial advisors and other  representatives (the  "Representatives")
full access  during normal  business  hours  throughout  the period prior to the
Effective  Time  to  all of  its  (and  its  Subsidiaries')  properties,  books,
contracts,  commitments and records  (including  without limitation Tax Returns)
and, during such period,  shall furnish promptly upon request (i) a copy of each
report, schedule and other document filed or received by any of them pursuant to
the requirements of any Applicable Law (including  without limitation federal or
state  securities  laws)  or  filed  by it or any of its  Subsidiaries  with any
Authority  in  connection  with the  Transactions  or which may have a  material
effect  on  their  respective  businesses,  operations,  properties,  prospects,
personnel,  condition,  (financial or other), or results of operations,  (ii) to
the extent not provided  for pursuant to the  preceding  clause,  all  financial
records,  ledgers,   workpapers  and  other  sources  of  financial  information
possessed or controlled by the Company or its accountants  deemed by American or
its  Representatives  necessary or useful for the purpose of performing an audit
of the Company and its  Subsidiaries  and  certifying  financial  statements and
financial  information,  and (iii) such other information  concerning any of the
foregoing as American or the Company shall  reasonably  request.  All non-public
information  furnished  pursuant to the provisions of this Agreement,  including
without  limitation  this  Section,  will be kept  confidential  and shall  not,
without the prior written consent of the party disclosing such  information,  be
disclosed by the other party in any manner whatsoever,  in whole or in part, and
shall not be used for any purposes, other than in connection with the Merger and
the Transactions.  In no event shall either party or any of its  Representatives
use such  information to the detriment of the other party.  Each party agrees to
reveal such  information only to those of its  Representatives  who need to know
such information for the purpose of evaluating the Merger and the  Transactions,
who are informed of the  confidential  nature of such  information and who shall
undertake in writing (a copy of which,  if  requested,  will be furnished to the
disclosing  party) to act in  accordance  with the terms and  conditions of this
Agreement.  From and after the Closing,  each of the Company  Stockholders shall
not,  without the prior written  consent of American,  disclose any  information
remaining in his possession with respect to the Company, and no such information
shall be used for any purposes,  other than in connection  with the Merger or to
the extent required by Applicable Law.

         (b) Subject to the terms and conditions of Section  6.1(a),  each party
may disclose such information as may be necessary in connection with seeking all
Governmental and Private Authorizations or that is required by Applicable Law to
be disclosed.  In the event that this Agreement is terminated in accordance with
its terms, each party shall promptly  redeliver all non-public  written material
provided  pursuant to this Section or any other  provision of this  Agreement or
otherwise  in  connection  with the  Merger and the  Transactions  and shall not
retain any copies,  extracts or other  reproductions in whole or in part of such
written  material  other  than one copy  thereof  which  shall be  delivered  to
independent counsel for such party.


                                      -23-

<PAGE>



         (c) No investigation pursuant to this Section or otherwise shall affect
any  representation  or  warranty  in this  Agreement  of  either  party  or any
condition to the obligations of the parties hereto.

         SECTION 6.2 Agreement to Cooperate.

         (a) Each of the parties hereto shall use reasonable business efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or advisable  under  Applicable Law to consummate the
Merger and make effective the Transactions,  including without  limitation using
its  reasonable  business  efforts (i) to prepare  and file with the  applicable
Authorities as promptly as practicable after the execution of this Agreement all
requisite   applications   and   amendments   thereto,   together  with  related
information,  data  and  exhibits,  necessary  to  request  issuance  of  orders
approving the Merger and the  Transactions by all such  applicable  Authorities,
each of which must be obtained or become final in order to satisfy the condition
applicable  to it set  forth  in  Section  8.1(c)  hereof,  (ii) to  obtain  all
necessary or appropriate waivers,  consents and approvals,  (iii) to prepare and
file with the  California  Commissioner,  as promptly as  practicable  after the
execution of this Agreement, an application for permit to issue securities and a
request for a hearing to  determine  the  fairness  of the  Merger,  to have the
hearing  held  and the  Merger  approved  by the  California  Commissioner  (the
"California  Commissioner  Fairness  Ruling") , and to take such other  actions,
including without limitation the preparation of a proxy statement of the Company
and  responding to any comments on such proxy  statement  made by the California
Commissioner,   (iv)  to  effect  all  necessary   registrations,   filings  and
submissions  (including without  limitation filings under the  Hart-Scott-Rodino
Act and all filings necessary for American to own and operate the Stations), (v)
to lift any  injunction  or other  legal bar to the Merger and the  Transactions
(and,  in such  case,  to  proceed  with  the  Merger  and the  Transactions  as
expeditiously as possible) and (vi) to obtain the satisfaction of the conditions
specified in Article 7. Without  limiting the generality of the  foregoing,  the
parties  acknowledge  and  agree  that the  assignment  of the FCC  Licenses  as
contemplated  by this  Agreement is subject to the prior consent and approval of
the FCC. Within ten (10) business days following the date of this Agreement, the
Company and American shall file with the FCC  appropriate  applications  for FCC
Consents.  The parties shall  prosecute  said  applications  with all reasonable
diligence and otherwise use reasonable  business  efforts to obtain the grant of
FCC Consents to such  applications as expeditiously  as practicable.  If the FCC
Consents,  or any of them,  imposes any condition on either party  hereto,  such
party shall use reasonable business 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 any FCC
Consent,   the  Company  and  American  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 the provisions
of Section 8.1 of this Agreement).  The Merger is expressly conditioned upon the
grant of the Final Order as to the FCC  Consents  for the transfer of control of
the Company to American without any condition  Materially Adverse to American or
any of its Subsidiaries.

         (b) The parties shall  cooperate  with one another in the  preparation,
execution  and filing of all  Returns,  questionnaires,  applications,  or other
documents  regarding any real property transfer or gains,  sales, use, transfer,
value  added,   stock  transfer  and  stamp  Taxes,  any  transfer,   recording,
registration  and other fees,  and any similar  Taxes  which  become  payable in
connection with the  Transactions  that are required or permitted to be filed on
or before the Effective Time.

         (c) The Company shall cooperate and use its reasonable business efforts
to cause its independent  accountants to reasonably cooperate with American, and
at American's  expense, in order to enable American to have its or the Company's
independent  accountants  prepare audited  financial  statements for the Company
described in Section  7.2(d).  The Company  represents  and  warrants  that such
financial

                                      -24-

<PAGE>



statements  will have been prepared in  accordance  with GAAP applied on a basis
consistent  with past practices and will present fairly the financial  condition
and results of operation of the Company.  Without limiting the generality of the
foregoing,  the  Company  agrees  that it will  (i)  consent  to the use of such
audited  financial  statements in any  registration  statement or other document
filed by American (or any of its  Subsidiaries)  under the Securities Act or the
Exchange  Act, and (ii)  execute and deliver,  and cause its officers to execute
and  deliver,  such  "representation"  letters as are  customarily  delivered in
connection with audits and as American's independent  accountants may reasonably
request under the circumstances.

         (d) The parties shall cooperate with one another in making any required
or desired  allocations  of the Merger  Consideration,  it being agreed that (i)
there shall be  allocated  to the land and  building  located at 190 Park Center
Plaza, San Jose, California, the sum of $3,180,000 (following expenditure of the
condemnation  fund account  balance in  accordance  with Section  4.18(s) of the
Company Disclosure  Schedule) plus the cost of any capital  improvements thereto
made after November 26, 1996,  provided that any such capital  improvement shall
have been  approved  in writing in advance by  American  and shall be  completed
prior to Closing,  and (ii) no amount shall be  allocated to the  Noncompetition
Agreement.

         (e) The  Company  shall use its  reasonable  business  efforts to cause
Levitt Property Managers, Inc. ("LPM") to take all necessary steps and to pursue
diligently all Governmental  Authorizations and Private Authorizations  required
for  the  development  of the  Property  (as  defined  in the  Leasehold  Option
Agreement)  as a  communications  tower  site and  construction  thereon  of the
communications  tower  contemplated  by the Leasehold  Option  Agreement.  On or
before the tenth day of each month,  commencing  with February 1997, the Company
shall provide or shall cause LPM to provide  American  with a statement  setting
forth, in reasonable  detail, the amount of Development Costs (as defined in the
Leasehold Option Agreement)  incurred as of the last day of the preceding month.
American  shall have the right,  at any time within  twenty (20)  business  days
after  receipt of any such  statement,  to  request  additional  information  or
verification  with respect to any Development  Costs shown on such statement and
the  Company  shall  provide  or  shall  cause  LPM to  provide  such  requested
information as promptly as is reasonably practicable. The failure of American to
request any such additional information or verification within such period shall
be deemed to mean that American has accepted the  incurrence  and amount of such
Development Costs.

         SECTION 6.3 Public Announcements. Until the Closing, or in the event of
termination  of this  Agreement,  each party shall consult with the other before
issuing any press release or otherwise making any public statements with respect
to this  Agreement,  the Merger or any  Transaction and shall not issue any such
press release or make any such public statement without the prior consent of the
other.  Notwithstanding the foregoing,  the Company acknowledges and agrees that
American  may,  without  the prior  consent  of the  Company,  issue  such press
releases or make such public statements as may be required by Applicable Law, in
which case, to the extent practicable,  American will consult with, and exercise
in good  faith,  all  reasonable  business  efforts  to agree  with the  Company
regarding the nature, extent and form of such press release or public statement,
and, in any event, with prior notice to the Company.

         SECTION 6.4 Notification of Certain Matters.  (a) Each party shall give
prompt notice to the other, of (i) the occurrence or non-occurrence of any Event
the  occurrence  or  non-occurrence  of which  would be  likely to cause (A) any
representation  or warranty made by it contained in this  Agreement to be untrue
or inaccurate in any respect such that one or more of the  conditions of Closing
might not be satisfied,  or (B) any covenant,  condition or agreement made by it
contained in this Agreement not to be complied with or satisfied,  or (C) in the
case of the Company, any change to be made in the Company Disclosure Schedule or
in the case of American, any change to be made in the American Disclosure

                                      -25-

<PAGE>



Schedule,  as the  case  may be,  in any  respect  such  that one or more of the
conditions of Closing might not be satisfied, and (ii) any failure made by it to
comply with or satisfy,  or be able to comply  with or  satisfy,  any  covenant,
condition  or  agreement  to be  complied  with or  satisfied  by it  hereunder;
provided,  however,  that the  delivery of any notice  pursuant to this  Section
shall not limit or  otherwise  affect the  remedies  available  hereunder to the
party receiving such notice, except as provided in paragraph (b) below.

         (b) Each party  shall  have the right to  deliver to the other  party a
written  disclosure  letter  which shall  contain a specific  reference  to this
Section  6.4(b) and a request that the other party  indicate  its position  with
respect to the  disclosed  breach within ten (10) business days after receipt of
such  disclosure  letter  as to any  matter  which it  becomes  aware  following
execution   of  this   Agreement   which  would   constitute  a  breach  of  any
representation,  warranty,  covenant or agreement set forth in this Agreement by
such party, identifying on such disclosure letter the representation,  warranty,
covenant or agreement which would be so breached;  provided,  however, that each
such  disclosure  letter shall be delivered  as soon as  practicable  after such
party becomes aware of the matter as disclosed therein. The non-disclosing party
shall have ten (10) business days after its receipt of such disclosure letter to
notify  the  disclosing  party that (i) it will  close  notwithstanding  the new
disclosure,  (ii) it will  not  close  based on such  new  disclosure,  or (iii)
further investigation or negotiation is required for it to reach a determination
whether or not to close based on such new disclosure.

         SECTION 6.5 No Solicitation.

         (a) The  Company  shall not,  nor shall it permit any of the  Company's
Representatives  (including,  without limitation, any investment banker, broker,
finder,  attorney  or  accountant  retained  by it)  to,  initiate,  solicit  or
facilitate,  directly or indirectly, any inquiries or the making of any proposal
with respect to any Other Transaction, engage in any discussions or negotiations
concerning,  or provide to any other person any information or data relating to,
it for the  purposes  of, or  otherwise  cooperate  in any way with or assist or
participate  in, or facilitate any inquiries or the making of any proposal which
constitutes,  or may  reasonably  be  expected to lead to, a proposal to seek or
effect  any Other  Transaction,  or agree to or endorse  any Other  Transaction;
provided,  however,  that nothing  contained in this Section shall  prohibit the
Company or its Board of  Directors  from  making any  disclosure  to the Company
Stockholders or taking any other action that, in the reasonable  judgment of its
Board of Directors in  accordance  with,  and based upon the written  advice of,
outside  counsel,  is required under  Applicable Law. The Company shall promptly
advise American of, and communicate the material terms of, any proposal relating
to any Other Transaction it may receive,  or any inquiries it receives which may
reasonably  be  expected  to lead to such a  proposal,  and the  identity of the
Person making it. The Company shall  further  advise  American of the status and
changes  in the  material  terms  of any such  proposal  or  inquiry  (or of any
amendment to any of them). During the term of this Agreement,  the Company shall
not enter into any  agreement,  oral or  written,  and  whether  or not  legally
binding, with any Person that provides for, or in any way facilitates, any Other
Transaction,  or  affects  any  other  obligation  of  the  Company  under  this
Agreement.

         (b)  "Other  Transaction"  means a  transaction  or series  of  related
transactions  (other than the Merger and the Transactions)  resulting in (i) any
change of  control  of the  Company,  (ii) any  merger or  consolidation  of the
Company,  regardless of whether the Company is the surviving  corporation,  (ii)
any tender offer or exchange offer for, or any  acquisitions  of, any securities
of the Company,  (iv) any sale or other disposition of assets of the Company not
otherwise permitted under the provisions of Section 4.18 or made pursuant to the
Shareholder  Distribution,  or (v) so long as this Agreement  remains in effect,
any  issue or sale,  or any  agreement  to issue  or sell,  any  capital  stock,
Convertible Securities or Option Securities by the Company.

                                      -26-

<PAGE>



         (c) In the event (i) the Company  does not,  upon  American's  request,
take such  actions as American may require in  connection  with the filing of an
application  with the California  Commissioner  for the California  Commissioner
Fairness  Ruling as contemplated by Section 6.2(a) unless the Company has waived
all conditions,  rights and remedies set forth in this Agreement which are based
upon  obtaining  such  Ruling,  or (ii) in the event a  favorable  ruling is not
obtained from the California  Commissioner  because of the existence of an Other
Transaction,  or (iii) in the event the California  Commissioner Fairness Ruling
has been obtained but the Company Stockholders shall have failed to approve this
Agreement,  or (iv) (x) in the event a favorable ruling is not obtained from the
California  Commissioner  other  than by  reason  of the  existence  of an Other
Transaction,  (y) this Agreement is terminated  (I) by American  pursuant to the
provisions  of Section  8.1(d)(ii),  or (II) by either party because the Company
Stockholders shall have failed to approve this Agreement,  and (z) within twelve
(12) months of such termination the company (or the Company  Stockholders) enter
into an Other  Transaction,  the Company  shall pay to American,  as  liquidated
damages,  the sum of $1,500,000.  American and the Company agree in advance that
actual  damages  would be difficult to ascertain  and that such amount is a fair
and  equitable  amount to reimburse  American for damages  sustained  due to the
Company's  failure to consummate the Merger and the Other  Transactions  for the
above-stated reasons.

         SECTION  6.6   Termination  of  Option   Securities   and   Convertible
Securities.  The  Company  will  take all  action  necessary  to  terminate  all
outstanding  Option  Securities  and the  conversion  rights of all  Convertible
Securities issued by the Company  immediately prior to the Effective Time and to
provide  timely  notice to all  holders  of Option  Securities  and  Convertible
Securities notifying them of such termination. Without the prior written consent
of American,  except as set forth in Section  4.15(a) of the Company  Disclosure
Schedule,  (a) such  termination will not cause an acceleration of the exercise,
conversion  or vesting  schedule of any Option  Security  or of any  Convertible
Security,  and (b) the  Company  will  not  otherwise  accelerate,  or  cause an
acceleration  of, the  exercise,  conversion  or vesting  schedule of any Option
Security or Convertible Security.  Prior to the Closing, the Company shall issue
Certificates to all holders of properly exercised Option Securities and properly
converted Convertible  Securities;  such Certificates shall accurately represent
the number of Company  Shares to which such holder is entitled by virtue of such
exercise or  conversion  and the  Company  shall  amend  Section  4.15(a) of the
Company Disclosure Schedule accordingly.

         SECTION 6.7 Conduct of  Business  by the Company  Pending the  Closing.
Except as otherwise  contemplated by this  Agreement,  after the date hereof and
prior to the  Closing  Date or earlier  termination  of this  Agreement,  unless
American shall otherwise agree in writing, the Company shall:

         (a)  comply with the provisions of Section 4.18;

         (b) use all reasonable business efforts to preserve intact its business
organizations  and goodwill,  keep available the services of its present general
managers,  on-air  personalities  and  other key  employees,  and  preserve  the
goodwill and business  relationships  with customers and others having  business
relationships with it and not engage in any action, directly or indirectly, with
the intent to Adversely Affect the Merger;

         (c) maintain levels of advertising, marketing and promotion efforts and
expenditures  at  levels  no less  than  those  currently  budgeted  in the 1997
business plan;

         (d) operate the Stations in conformity with the FCC Licenses on a basis
consistent  with past  practice and any special  temporary  authority or program
test authority issued thereunder, the FCA and

                                      -27-

<PAGE>



the rules and  regulations  of any other  Authority with  jurisdiction  over the
Stations, and take all actions necessary to maintain the FCC Licenses;

         (e) refrain  from  changing  the  frequency or format of any Station or
making any material changes in any Station's studio or other structures,  except
to the extent required by the FCA or the rules and regulation of the FCC;

         (f) not make any  material  changes  in the  broadcast  hours or in the
percentage or types of programming  broadcast by any Station,  or make any other
material changes in any Station's programming  policies,  except such changes as
in the good faith judgment of the Company are required by the public interest;

         (g)  notify  American   promptly  if  any  Station's  normal  broadcast
transmissions  are  interrupted  or impaired for (i) thirty (30) minutes or more
daily for a period  of five (5)  consecutive  days or during  any seven (7) days
within  any  period  of  thirty  (30)   consecutive   days  (except  for  normal
maintenance) or (ii) a period of six (6) continuous hours or more;

         (h)  not waive any material right relating to any Station;

         (i) not (i) amend or  propose  to amend  its  Organic  Documents,  (ii)
split,  combine or  reclassify  (whether  by stock  dividend or  otherwise)  its
outstanding  capital stock,  or (iii) declare,  set aside or pay any dividend or
distribution payable in cash, stock, property or otherwise;

         (j) not (i) incur or become  contingently  liable  with  respect to any
Indebtedness for borrowed money other than (A) borrowings in the ordinary course
of business or (B) borrowings to refinance existing  Indebtedness,  (ii) redeem,
purchase,  acquire or offer to  purchase  or acquire  any shares of its  capital
stock,  Convertible Securities or Option Securities,  (iii) take or fail to take
any action which action or failure to the  knowledge of the Company  would cause
American,  the Company or any of their  respective  stockholders  (except to the
extent of the Cash  Consideration  or the receipt of cash in lieu of  fractional
shares) to recognize gain or loss for federal income tax purposes as a result of
the  consummation  of the Merger,  or (iv) enter into any  contract,  agreement,
commitment or arrangement with respect to any of the foregoing; and

         (k)  confer  on  a  regular  and  frequent   basis  with  one  or  more
representatives  of  American  to report  material  operational  matters and the
general status of ongoing operations.



                                    ARTICLE 7

                               CLOSING CONDITIONS

         SECTION  7.1  Conditions  to  Obligations  of Each  Party to Effect the
Merger.  The respective  obligations of each party to effect the Merger shall be
subject to the  satisfaction  at or prior to the Effective Time of the following
conditions,  any or all of which  may be  waived,  in  whole or in part,  to the
extent permitted by Applicable Law:


                                      -28-

<PAGE>



                  (a) The American  Shares  constituting  a part of the Exchange
         Merger Consideration shall have been approved for trading on the Nasdaq
         National Market, subject to official notice of issuance;

                  (b) As of the Closing  Date,  no Legal Action shall be pending
         before or  threatened  in  writing  by any  Authority  or other  Person
         seeking to restrain,  prohibit or make illegal the  consummation of the
         Merger,  it  being  understood  and  agreed  that  one or more  written
         requests by any Authority  for  information  or additional  information
         with  respect  to the  Merger,  which  information  could  be  used  in
         connection with such Legal Action,  may not be deemed to be a threat of
         Legal Action;

                  (c) Other than the filing of merger  documents  in  accordance
         with the DGCL and the  CGCL,  all  authorizations,  consents,  waivers,
         orders or approvals  required to be obtained from all Authorities,  and
         all  filings,  submissions,   registrations,  notices  or  declarations
         required to be made by American  and the  Company  with any  Authority,
         prior to the consummation of the Merger and the Transactions shall have
         been  obtained  from,  and made  with,  the FCC and all other  required
         Authorities, except for such authorizations, consents, waivers, orders,
         approvals, filings, registrations,  notices or declarations the failure
         to obtain or make would not,  in the  reasonable  business  judgment of
         American,  assuming consummation of the Merger, have a Material Adverse
         Effect  on  American  and its  Subsidiaries  taken as a whole.  Without
         limiting the generality of the foregoing, the FCC shall have issued all
         necessary  consents and approvals in connection  with the  transactions
         contemplated  by this  Agreement,  the same  shall  have  become  Final
         Orders, and any conditions precedent to the effectiveness of such Final
         Orders which are specified  therein shall have been  satisfied  without
         any Materially  Adverse Effect upon American and its Subsidiaries taken
         as a whole or the Stations; and

                  (d) The Shareholder  Distribution  shall have been consummated
         in accordance with Section 2.1 hereof.

         SECTION 7.2 Conditions to  Obligations  of American.  The obligation of
American to effect the Merger shall be subject to the  satisfaction  at or prior
to the Effective  Time of the following  conditions,  any or all of which may be
waived, in whole or in part, to the extent permitted by Applicable Law:

                  (a) The Company shall have  delivered or cause to be delivered
         to American all of the Collateral Documents required to be delivered by
         the  Company to  American  at or prior to the  Closing  pursuant to the
         terms of this Agreement;  such Collateral Documents shall be reasonably
         satisfactory in form,  scope and substance to American and its counsel;
         and American and its counsel  shall have received all  information  and
         copies of all documents, including without limitation lien searches and
         records of corporate proceedings,  which they may reasonably request in
         connection therewith,  such documents where appropriate to be certified
         by proper corporate officers;

                  (b)  The  Company  shall  have  furnished   American  and,  at
         American's request, any bank or other financial  institution  providing
         credit to American or any Subsidiary,  with favorable  opinions,  dated
         the Closing  Date of Gibson,  Dunn & Crutcher  LLP,  counsel and Haley,
         Bader & Potts, FCC counsel for the Company, with respect to the matters
         set forth in  Sections  4.1(a),  (b) and (c) (other  than as to Private
         Authorizations and as to the Company's Contractual Obligations, limited
         to such counsel's  knowledge),  4.7(a) (limited to its knowledge and to
         Legal Actions),  4.14 and 4.15 (limited to such counsel's  knowledge as
         to liens, outstanding options and

                                      -29-

<PAGE>



         ownership)  and with  respect  to FCC  related  matters of a nature and
         scope   customary  in  comparable   transactions   (including   without
         limitation  with respect to the grant of all necessary FCC Consents and
         their being Final Orders, that all FCC Licenses are valid,  binding and
         in good  standing  and in full force and  effect,  the absence of Legal
         Actions which could  Materially  Adversely  Affect the FCC Licenses and
         the FCC  Consents,  and the  filing  of all  Material  reports  and the
         payment of all fees) and with  respect to such  other  matters  arising
         after the date of this Agreement incident to the Merger, as American or
         its counsel or American or its counsel may reasonably  request or which
         may be reasonably  requested by any such bank or financial  institution
         or their respective counsel;

                  (c) The representations,  warranties, covenants and agreements
         of the Company contained in this Agreement or otherwise made in writing
         by it or on its behalf  pursuant hereto or otherwise made in connection
         with  the  Transactions  shall  be true  and  correct  in all  respects
         Material  to the  Company at and as of the  Closing  Date with the same
         force and  effect as though  made on and as of such date  except  those
         which speak as of a certain  date which  shall  continue to be true and
         correct  as of  such  date  on  the  Closing  Date  (including  without
         limitation giving effect to any later obtained  knowledge,  information
         or belief of the  Company or American  and except for those  additional
         disclosures  which  have been  accepted  by  American  pursuant  to the
         provisions  of  Section  6.4);  each  and  all  of the  agreements  and
         conditions to be performed or satisfied by the Company  hereunder at or
         prior to the Closing  Date shall have been duly  performed or satisfied
         in all material respects; and the Company shall have furnished American
         with such certificates and other documents evidencing the truth of such
         representations,   warranties,   covenants  and   agreements   and  the
         performance of such agreements or conditions as American or its counsel
         shall have reasonably requested;

                  (d)  American  shall have  received  (i) from,  at  American's
         election, its or the Company's independent public accountants (with the
         understanding  that  (A)  any  additional  costs  associated  with  the
         preparation  of such financial  statements in accordance  with GAAP and
         Regulation  S-X under the Securities Act shall be borne in all cases by
         American and (B) if American's  independent  accountants  are used, all
         costs  and  expenses   incurred  by  such  accountants   shall  be  the
         responsibility of American) an unqualified  report (as the scope of the
         audit,  access  to  the  books  and  records  and  the  cooperation  of
         management) with respect to the financial statements of the Company for
         the year ended December 31, 1996, which financial statements shall have
         been  prepared in  conformity  with GAAP and  Regulation  S-X under the
         Securities  Act; and, in the case of the Company's  independent  public
         accountants,  its agreement to provide,  from time to time, its consent
         to  the  inclusion  of  such  report  in  filings  of  American  or its
         affiliates  under all applicable  federal and state securities laws, or
         (ii) from the Company such  documentation  as shall  enable  American's
         independent  accountants to advise  American in writing that they could
         issue such an unqualified report;

                  (e) All actions taken by the Company  Stockholders  to approve
         and adopt this Agreement,  the Merger and the Transactions shall comply
         in all respects with and shall be legal,  valid,  binding,  enforceable
         and effective  under the Law of the State of California,  the Company's
         Organic Documents and all Material Agreements to which it or any of its
         Subsidiaries  is a party or by which it or any of them or any of its or
         any of their property or assets is bound;

                  (f) All  consents  and  approvals  of all Persons  (other than
         Authorities)  having  jurisdiction  over the Company or the Stations or
         having a  relationship  with the  Company  or the  Stations  and  whose
         consents and approvals are required in order to vest in American all of
         the Company's

                                      -30-

<PAGE>



         right,  title and interest in its assets,  including without limitation
         the Stations,  (including without limitation all Private Authorizations
         and  Material  Agreements  and all  modifications  or  terminations  of
         Material Agreements, to the extent, in each case, set forth in Schedule
         7.2(f)  of the  Company  Disclosure  Schedule)  and the full  enjoyment
         thereof shall have been obtained, without the imposition,  individually
         or in the  aggregate,  of any  condition  or  requirement  which  could
         Materially Adversely Affect the Stations,  other than such consents and
         approvals,  the  absence of which,  individually  or in the  aggregate,
         would not Materially Adversely Affect the Stations;

                  (g) Each  trustee  under each Plan of the  Company  shall have
         submitted his or her unqualified written  resignation,  dated as of the
         Closing Date, as a trustee for each such Plan;

                  (h) American  shall have received a favorable  opinion,  dated
         the Closing Date, of Sullivan & Worcester LLP, its special tax counsel,
         to the effect that this Agreement  constitutes a plan of reorganization
         in accordance  with the provisions of Section  368(a)(1)(A) of the Code
         and as to the consequences thereof to American and its stockholders and
         the Company. In order to enable such firm to render such opinion,  each
         of the Company  Stockholders  by approving  this  Agreement,  agrees to
         execute and deliver to American and such counsel  agreements,  in form,
         scope and  substance,  reasonably  satisfactory  to  American  and such
         counsel,  with respect to his intentions as to  disposition,  to assure
         the continuity of ownership requirements of Section 368(a)(1)(A) of the
         Code and the related regulations promulgated thereunder;

                  (i) As of the Closing Date, the condition, financial or other,
         or results of operations of the Company shall not have been  materially
         and adversely affected, other than by reason of changes or developments
         in the economy or the radio broadcast  industry  generally,  whether or
         not in the ordinary  course of business,  it being  understood that the
         failure to obtain all of the permits,  licenses and other  governmental
         and private  authorizations  with  respect to the  Proposed  Tower Site
         shall not be deemed to materially  and adversely  affect the condition,
         financial or other, or results of operation of the Stations;

                  (j) The Company  shall have caused Levitt  Property  Managers,
         Inc. to execute and deliver a leasehold option agreement  substantially
         in the form of Exhibit B attached  hereto and made a part  hereof  (the
         "Leasehold Option Agreement");

                  (k) The Company Stockholders shall have executed and delivered
         (i) in the event the California  Commissioner Fairness Ruling is issued
         a  letter  agreeing  to abide  by the  provisions  of Rule 144 (as made
         applicable  by Rule  145)  under the  Securities  Act with  respect  to
         dispositions  of  the  American  Shares,  and  (ii)  in the  event  the
         California  Commissioner  Fairness  Ruling is not issued an  investment
         letter in the form of Exhibit C attached  hereto and made a part hereof
         (the "Investment Letter");

                  (l) The Company Stockholders shall have executed and delivered
         a  noncompetition  agreement  substantially  in the form of  Exhibit  D
         attached   hereto  and  made  a  part   hereof   (the   "Noncompetition
         Agreement"); and

                  (m) No Legal Action has been  instituted or threatened  (other
         than a Proposed Tower Site  Challenge) by any Authority or by any other
         Person which could  materially  and  adversely  affect the Stations (it
         being  understood  and agreed that one or more written  requests by any
         Authority for information or additional information with respect to the
         Merger, which information could

                                      -31-

<PAGE>



         be used in  connection  with such action or  proceedings,  shall not be
         deemed to be a threat of Legal Action).

         SECTION 7.3 Conditions to Obligations of the Company. The obligation of
the  Company  to effect the Merger  shall be subject to the  satisfaction  at or
prior to the Effective Time of the following conditions, any or all of which may
be waived, in whole or in part, to the extent permitted by Applicable Law:

                  (a) American  shall have delivered or cause to be delivered to
         the Company all of the Collateral Documents required to be delivered by
         American  to the  Company at or prior to the  Closing  pursuant  to the
         terms of this Agreement;  such Collateral Documents shall be reasonably
         satisfactory  in form,  scope  and  substance  to the  Company  and its
         counsel,  and the  Company  and its  counsel  shall have  received  all
         information and copies of all documents, including records of corporate
         proceedings, which they may reasonably request in connection therewith,
         such documents  where  appropriate to be certified by proper  corporate
         officers;

                  (b) American  shall have  furnished the Company with favorable
         opinions,  dated the Closing Date of Sullivan & Worcester LLP,  counsel
         for American, with respect to the matters set forth in Sections 5.1(a),
         (b)  and  (c)  (other  than  as to  Private  Authorizations  and  as to
         American's   Contractual   Obligations,   limited  to  such   counsel's
         knowledge),  5.5(a) (limited to its knowledge and to Legal Actions) and
         5.6 and of Down,  Lohnes & Albertson,  FCC counsel for  American,  with
         respect  to FCC  related  matters of a nature  and scope  customary  in
         comparable  transactions  (including without limitation with respect to
         the grant of all  necessary  FCC Consents and their being Final Orders,
         that all FCC  Licenses are valid,  binding and in good  standing and in
         full  force and  effect,  the  absence  of Legal  Actions  which  could
         Materially Adversely Affect the FCC Licenses and the FCC Consents,  and
         the filing of all  Material  reports  and the  payment of all fees) and
         with  respect  to such  other  matters  arising  after the date of this
         Agreement  incident  to the  Merger,  as the Company or its counsel may
         reasonably  request or which may be  reasonably  requested  by any such
         bank or financial institution or their respective counsel;

                  (c) The representations,  warranties, covenants and agreements
         of American contained in this Agreement or otherwise made in writing by
         it or on its behalf  pursuant  hereto or otherwise  made in  connection
         with  the  Transactions  shall  be true  and  correct  in all  material
         respects at and as of the  Closing  Date with the same force and effect
         as though made on and as of such date except  those which speak as of a
         certain  date which  shall  continue  to be true and correct as of such
         date on the Closing Date (including without limitation giving effect to
         any later obtained knowledge,  information or belief of American or the
         Company  and except for those  additional  disclosures  which have been
         accepted by the Company  pursuant to the  provisions  of Section  6.4);
         each  and all of the  agreements  and  conditions  to be  performed  or
         satisfied  by American  hereunder at or prior to the Closing Date shall
         have been duly  performed or satisfied  in all material  respects;  and
         American  shall have furnished the Company with such  certificates  and
         other   documents   evidencing  the  truth  of  such   representations,
         warranties,  covenants  and  agreements  and  the  performance  of such
         agreements  or  conditions  as the  Company or its  counsel  shall have
         reasonably requested;

                  (d) As of the Closing Date, the condition, financial or other,
         or results of operation of American shall not have been  materially and
         adversely affected, other than by reasons of changes or developments in
         the economy or the radio broadcast industry  generally,  whether or not
         in the ordinary course of business; and

                                      -32-

<PAGE>




                  (e) American  shall have executed and delivered a registration
         rights agreement substantially in the form of Exhibit E attached hereto
         and made a part hereof (the "Registration Rights Agreement").


                                    ARTICLE 8

                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 8.1  Termination.  This Agreement may be terminated at any time
prior to the Effective Time:

                  (a)      by mutual consent of the Company and American;

                  (b)      by either American or the Company if any Legal Action
                           has been instituted or threatened by any Authority or
                           by any other  Person  seeking to enjoin or  otherwise
                           prohibit  the  consummation  of the  Merger (it being
                           understood  and  agreed  that  one  or  more  written
                           requests  by  any   Authority  for   information   or
                           additional information with respect to the Merger and
                           other Transactions, which could be used in connection
                           with any Legal  Action,  shall not be deemed a threat
                           of Legal Action); or

                  (c)      by the  Company  in the event the  Company  is not in
                           material  breach  of this  Agreement  and none of its
                           representations  or warranties  shall have become and
                           continue to be untrue in any  material  respect,  and
                           either (i) the Merger and the  Transactions  have not
                           been  consummated  prior to the Termination  Date; or
                           (ii) American is in material breach of this Agreement
                           or any of its  representations  or  warranties  shall
                           have become and continue to be untrue in any material
                           respect, and such breach or untruth is not capable of
                           being  cured by the  Termination  Date;  or (iii) the
                           condition,   financial   or  other,   or  results  of
                           operation  of  American  have  been   materially  and
                           aversely  affected,  other than by reasons of changes
                           or developments in the economy or the radio broadcast
                           industry  generally,  whether or not in the  ordinary
                           course of business; or

                  (d)      by American

                           (i)      in the  event  American  is not in  material
                                    breach  of this  Agreement  and  none of its
                                    representations  or  warranties  shall  have
                                    become  and  continue  to be  untrue  in any
                                    material respect,  and either (A) the Merger
                                    and   the   Transactions   have   not   been
                                    consummated prior to the Termination Date or
                                    (B) the  Company  is in  material  breach of
                                    this Agreement or any of its representations
                                    or warranties shall have become and continue
                                    to be untrue in any  material  respect,  and
                                    such  breach or  untruth  is not  capable of
                                    being cured by the Termination Date; or

                           (ii)     if (A) the Board of Directors of the Company
                                    shall (I)  withdraw,  modify  or change  its
                                    recommendation so that it is not in favor of
                                    this   Agreement,    the   Merger   or   the
                                    Transactions, or shall have resolved to do

                                      -33-

<PAGE>



                                    any  of  the   foregoing,   or   (II)   have
                                    recommended  or resolved to recommend to the
                                    Company  Stockholders any Other Transaction,
                                    or (B) the Company  shall have  entered into
                                    or   agreed   to  enter   into   any   Other
                                    Transaction; or

                           (iii)    if any Legal  Action  (other than a Proposed
                                    Tower Site Challenge) has been instituted of
                                    threatened  by any  Authority  or any  other
                                    Person which could  materially and adversely
                                    affect the Stations (it being understood and
                                    agreed that one or more written  requests by
                                    any Authority for  information or additional
                                    information  with  respect to the Merger and
                                    other  Transactions,  which could be used in
                                    connection with any Legal Action,  shall not
                                    be deemed a threat of Legal Action); or

                           (iv)     if the  condition,  financial  or other,  or
                                    results of operation  of the  Stations  have
                                    been  materially  and  adversely   affected,
                                    other   than  by   reason  of   changes   or
                                    developments  in the  economy  or the  radio
                                    broadcast industry generally, whether or not
                                    in the ordinary course of business, it being
                                    understood that the failure to obtain all of
                                    the permits, licenses and other governmental
                                    and private  authorizations  with respect to
                                    the Proposed  Tower Site shall not be deemed
                                    to  materially  and  adversely   affect  the
                                    condition, financial or other, or results of
                                    operation of the Stations; or

                           (v)      if all  consents  and  approvals  of (A) all
                                    Authorities  (including  Final Orders of the
                                    FCC) having jurisdiction over the Company or
                                    the Stations, and (B) other Persons having a
                                    relationship   with  the   Company   or  the
                                    Stations and whose  consents  and  approvals
                                    are  required  in order to vest in  American
                                    all  of  the  Company's  right,   title  and
                                    interest  in its assets,  including  without
                                    limitation  the  Stations,  other  than such
                                    consents and  approvals the absence of which
                                    would not  materially  and adversely  affect
                                    the Stations, have not been obtained; or

                           (vi)     if it  shall  not  have  received  from,  at
                                    American's  election,  its or the  Company's
                                    independent  public  accountants  (with  the
                                    understanding that if American's independent
                                    accountants  are use, all costs and expenses
                                    incurred  by such  accountants  shall be the
                                    responsibility  of American) an  unqualified
                                    report (as the scope of the audit, access to
                                    the books and records and the cooperation of
                                    management)  with  respect to the  financial
                                    statements of the Company for the year ended
                                    December 31,  1996,  and, in the case of the
                                    Company's  independent  public  accountants,
                                    its agreement to provide, from time to time,
                                    its consent to the  inclusion of such report
                                    in filings  of  American  or its  affiliates
                                    under  all  applicable   federal  and  state
                                    securities laws.

         The term "Termination Date" shall mean April 1, 1998 or such other date
as the parties may, from time to time, mutually agree.

         The right of either party to terminate this Agreement  pursuant to this
Section 8.1 shall remain  operative  and in full force and effect  regardless of
any investigation made by or on behalf of either party,

                                      -34-

<PAGE>



any Person controlling any such party or any of their respective Representatives
whether prior to or after the execution of this Agreement.

         SECTION 8.2 Effect of Termination.

         (a)   Except  as   provided   in   Sections   6.1  (with   respect   to
confidentiality)  and 6.3,  this Section and Section  10.3,  in the event of the
termination  of this  Agreement  pursuant to Section 8.1, this  Agreement  shall
forthwith  become void, there shall be no liability on the part of either party,
or any of their  respective  officers or directors,  to the other and all rights
and  obligations  of either  party shall  cease;  provided,  however,  that such
termination   shall  not   relieve   either   party  from   liability   for  any
misrepresentation  or breach of any of its  warranties,  covenants or agreements
set forth in this Agreement;  provided, however, that anything in this Agreement
to the  contrary  notwithstanding,  in no event  shall the  liability  of either
party,  in the absence of fraud,  for any breach of any  covenant  or  agreement
exceed $1,500,000 or for any breach of warranty or misrepresentation  exceed the
lesser of (i) $250,000 or (ii) the other party's  reasonable  out-of-pocket fees
and expenses.

         (b) In the event this  Agreement is  terminated,  the Company  shall be
entitled to liquidated  damages  (which,  in the absence of fraud on the part of
American,  shall, in the event specific  performance has not been granted to the
Company (it being  understood  that the Company shall have no obligation to seek
specific  performance),  be the sole  recourse and remedy of the Company and its
stockholders  for the  failure of the Merger to be  consummated)  of  $1,500,000
payable to the Company in the event:

                  (i) the Company is not in material  breach of any agreement or
         warranty made by it in, and has not made any material misrepresentation
         in, this Agreement; and

                  (ii) (A) the Company has terminated this Agreement pursuant to
         Section  8.1(c)(ii),  or (B) the Company has terminated  this Agreement
         pursuant  to the Section  8.1(c)(i)  or American  has  terminated  this
         Agreement  pursuant  to Section  8.1(d)(i)(A)  or (C) either  party has
         terminated this Agreement  pursuant to Section  8.1(b),  other than, in
         any such case,  by reason of the failure of Final  Orders of the FCC to
         be issued because of any action or inaction of the Company,  whether or
         not related to the Merger;

         provided,   however,  that,  notwithstanding  the  foregoing,  no  such
         liquidated damages shall be payable to the Company in the event:

                  (x) American shall have terminated this Agreement  pursuant to
         Section 8.1(d)(i)(B),  Section 8.1(d)(ii), Section 8.1(d)(iii), Section
         8.1(d)(iv) or Section  8.1(d)(v)  (other than because American has been
         unable to obtain (A) the  clearances  required under the HSR Act or the
         Department of Justice or the Federal Trade  Commission  has opposed the
         Merger pursuant to the HSR Act or other  applicable  federal  antitrust
         laws,  or (B) Final Orders of the FCC because of any action or inaction
         of American, whether or not related to the Merger);

                  (y) the Company shall have terminated this Agreement  pursuant
         to the provisions of Section 8.1(c)(iii); or

                  (z) the Company shall have terminated this Agreement  pursuant
         to  the  provisions  of  Section   8.1(c)(i)  or  American  shall  have
         terminated  this  Agreement  pursuant  to  the  provisions  of  Section
         8.1(d)(i)(A)  or either  party  shall have  terminated  this  Agreement
         pursuant to the provisions of Section  8.1(b),  by reason,  in any such
         case, of the failure of Final Orders of the

                                      -35-

<PAGE>



         FCC to be issued  because of any  action or  inaction  of the  Company,
         whether or not related to the Merger.

American and the Company agree in advance that actual damages would be difficult
to ascertain  and that such amount is a fair and  equitable  amount to reimburse
the Company for damages  sustained due to American's  failure to consummate  the
Transactions for the above-stated reasons.

         (c)  In the  event  this  Agreement  is  terminated,  then,  except  as
otherwise  provided in Section 8.2(b),  the entire Escrow Deposit (together with
interest  or other  earnings  thereon)  shall be paid to  American  and, if such
termination is pursuant to the provisions of Section 8.1(d), American shall have
the right to seek  specific  performance  pursuant to the  provisions of Section
10.3 and, except as provided in Section 8.2(a), no other rights or remedies.


                                    ARTICLE 9

                                 INDEMNIFICATION

         SECTION 9.1 Survival. The representations and warranties of the Company
contained in or made pursuant to this Agreement or any Collateral Document shall
survive the Closing and shall remain  operative and in full force and effect for
a  period  of  two  (2)  years  after  the  Closing  Date,   regardless  of  any
investigation or statement as to the results thereof made by or on behalf of any
party  hereto,  except  that,  representations  and  warranties  referred  to in
Sections  4.11 and 4.22 shall  extend  until the  expiration  of any  applicable
statute  of  limitations  (the  "Escrow   Indemnity   Period").   No  claim  for
indemnification  may be asserted  after the  expiration of the Escrow  Indemnity
Period.  Notwithstanding  anything herein to the contrary, any representation or
warranty  which is the subject of a Claim which is asserted in writing  prior to
the expiration of the Escrow Indemnity Period shall survive with respect to such
Claim or any dispute with respect thereto until the final resolution thereof.

         The  representations  and  warranties of American  contained in or made
pursuant to this Agreement or any Collateral  Document shall survive the Closing
and shall remain  operative and in full force and effect for a period of two (2)
years after the Closing Date, regardless of any investigation or statement as to
the  results  thereof  made by or on behalf of any  party  hereto.  No claim for
indemnification   may  be  asserted   after  the   expiration  of  such  period.
Notwithstanding  anything herein to the contrary, any representation or warranty
which is the  subject  of a Claim  which is  asserted  in  writing  prior to the
expiration  of such  period  shall  survive  with  respect  to such Claim or any
dispute with respect thereto until the final resolution thereof.

         SECTION 9.2  Indemnification.  (a) Subject to the provisions of Section
9.3,  the Company  Stockholders  agree that on and after the Closing  they shall
indemnify  American  and hold  American  harmless  from and  against any and all
damages,   claims,  losses,   expenses,   costs,  obligations  and  liabilities,
including,  without  limitation,  liabilities  for  all  reasonable  attorneys',
accountants,  and experts' fees and expenses including those incurred to enforce
the terms of this Agreement or any Collateral Document (collectively,  "Loss and
Expense"),  suffered,  directly  or  indirectly,  by  American  by reason of, or
arising out of:

                  (i)      any breach of  representation or warranty made by the
                           Company  pursuant to this Agreement or any Collateral
                           Document or any failure by the Company to

                                      -36-

<PAGE>



                           perform or fulfill any of its covenants or agreements
                           set  forth  in  this   Agreement  or  any  Collateral
                           Document; or

                  (ii)     any Legal  Action or other  Claim by any third  party
                           relating   to  the  Company  or  the   ownership   or
                           operations  of any of the Stations to the extent such
                           Legal  Action or other  Claim has also  resulted in a
                           breach of  representation  or warranty by the Company
                           pursuant  to  this   Agreement   or  any   Collateral
                           Document.

         (b)  American  agrees that on and after the Closing it shall  indemnify
and hold  harmless  James Levitt and John Levitt and hold them harmless from and
against any and all damages,  claims, losses,  expenses,  costs, obligations and
liabilities,  including,  without  limitation,  liabilities  for all  reasonable
attorneys', accountants and experts' fees and expenses, including those incurred
to enforce the provisions of this section, suffered,  directly or indirectly, by
either of them by reason of, or arising out of:

                  (i)      any  breach of  representation  or  warranty  made by
                           American pursuant to this Agreement or any Collateral
                           Document  or any  failure by  American  to perform or
                           fulfill any of its covenants or agreements  set forth
                           in this Agreement or any Collateral Document; or

                  (ii)     the  guarantees,  dated  October  31,  1996,  made by
                           Messrs.  Levitt and Levitt for the  benefit of Joseph
                           and Yvonne Fields with respect to the Proposed  Tower
                           Site.


         SECTION 9.3 Limitation of Liability;  Disposition  of Escrow  Indemnity
Funds.

         (a)  Notwithstanding  the provisions of Section 9.2, after the Closing,
American  shall be  entitled  to recover  its Loss and Expense in respect of any
Claim only to the extent  that the  aggregate  Loss and  Expense  for all Claims
exceeds, in the aggregate, $25,000.

         (b) At  the  Effective  Time,  one or  more  certificates  representing
American  Shares with an aggregate  Current  Market  Price of $500,000  shall be
withheld  pro  rata  from  the  Company   Stockholders  from  the  Common  Stock
Consideration  hereunder and shall be deposited (the "Escrow  Indemnity  Funds")
with an escrow agent,  reasonably  satisfactory to the Company  Stockholders and
American,   together   with  duly   executed   stock  powers  from  the  Company
Stockholders,  all  pursuant  to an escrow  agreement  satisfactory  in form and
substance to American and the Company Stockholders.  Anything in this Agreement,
including  without  limitation the provisions of Sections 9.2 or 9.3(a),  to the
contrary  notwithstanding,  the  exclusive  recourse of American with respect to
Claims  brought  after  the  Effective  Time  arising  out of  the  transactions
contemplated  by this Agreement shall be the Escrow  Indemnity Funds  (including
interest or other  earnings  thereon).  The Escrow  Indemnity  Funds may also be
applied  by  American  to   reimburse   American   (the   "Accounts   Receivable
Reimbursement")  for an  amount  equal to the  excess,  if any,  of 98.5% of the
aggregate  face value of the Company's  accounts  receivable as of the Effective
Date over the  aggregate  amount  collected  by  American  with  respect to such
accounts receivable within one hundred eighty (180) days after Closing. American
shall use the same  procedures as it uses to collect is own accounts  receivable
to collect accounts  receivable of the Company;  provided,  however,  that in no
event shall  American be obligated to use any  extraordinary  efforts to collect
any of the accounts  receivable  of the Company or to refer any of such accounts
receivable  to a collection  agency or to any attorney  for  collection.  In the
event that American shall apply any portion of the Escrow Indemnity Funds to any
Accounts  Receivable  Reimbursement  and American shall  thereafter  collect any
amounts with

                                      -37-

<PAGE>



respect  to  the  Company  accounts   receivable  for  which  reimbursement  was
previously made,  American shall add to the Escrow Indemnity Funds a cash amount
equal to the amount so collected.

         (c) In the event there shall be no Claims pursuant to the provisions of
this Agreement with respect to the Escrow Indemnity  Funds, if any,  existing at
the expiration of the Escrow Indemnity  Period,  the Escrow Indemnity Funds then
remaining  (together  with any then  existing  interest  or  earnings)  shall be
distributed  to the  Persons  entitled  thereto.  In the  event one or more such
Claims with respect to the Escrow  Indemnity Funds, if any, shall exist upon the
expiration of the Escrow  Indemnity  Period,  American Shares with a Fair Market
Value  measured  as of the date of such  expiration  equal to the sum of (i) the
aggregate  amount of such  Claims and (ii) the amount  reasonably  estimated  by
American  to cover  the fees,  expense  and other  costs  (including  reasonable
counsel fees and  expenses)  which will be required to resolve such Claims shall
be retained as part of the Escrow  Indemnity Funds and the balance  thereof,  if
any, shall be distributed to the Persons entitled  thereto.  Upon the resolution
of all such Claims and the payment of all such fees,  expenses  and costs out of
the Escrow Indemnity Funds, the balance of the American Shares, if any, shall be
distributed to the Persons entitled thereto.

         SECTION 9.4 Notice of Claims. If American believes that it has suffered
or incurred  any Loss and  Expense,  it shall  notify the  Company  Stockholders
promptly  in  writing,  and in any  event  within  the  applicable  time  period
specified in Section 9.2, describing such Loss and Expense,  all with reasonable
particularity  and containing a reference to the provisions of this Agreement in
respect of which such Loss and Expense shall have occurred.  If any Legal Action
is instituted by a third party with respect to which  American  intends to claim
any liability or expense as Loss and Expense under this Article,  American shall
promptly notify the indemnifying  party of such Legal Action, but the failure to
so notify the indemnifying  party shall not relieve it of its obligations  under
this Article, except to the extent such failure to notify prejudices its ability
to defend against such Claim.

         SECTION  9.5 Defense of Third Party  Claims.  The Company  Stockholders
shall  have the right to  conduct  and  control,  through  counsel  of their own
choosing,  reasonably  acceptable  to American,  any third party Legal Action or
other  Claim,  but American  may, at its  election,  participate  in the defense
thereof at its sole cost and  expense;  provided,  however,  that if the Company
Stockholders  shall fail to defend any such Legal  Action or other  Claim,  then
American may defend,  through counsel of its own choosing,  such Legal Action or
other Claim, and (so long as it gives the Company  Stockholders at least fifteen
(15) days'  notice of the terms of the proposed  settlement  thereof and permits
the Company  Stockholders  to then  undertake the defense  thereof)  settle such
Legal Action or other Claim,  and to recover out of the Escrow  Indemnity  Funds
the amount of such  settlement  or of any judgment and the costs and expenses of
such defense.  The Company  Stockholders shall not compromise or settle any such
Legal Action or other Claim without the prior written  consent of American.  All
costs and expenses  defending  any such third party Legal Action or other Claim,
including the amount of any settlement or of any judgment,  shall be paid out of
the Escrow Indemnity Funds.

         SECTION 9.6  Exclusive  Remedy.  The  indemnification  provided in this
Article  shall  be the sole  and  exclusive  post-Closing  remedy  available  to
American  against the Company  Stockholders  for any Claim under this  Agreement
absent a  showing  of fraud on the  part of the  Company  or any of the  Company
Stockholders.



                                      -38-

<PAGE>



                                   ARTICLE 10

                               GENERAL PROVISIONS

         SECTION 10.1  Amendment.  This  Agreement may be amended by the parties
hereto by action taken by or on behalf of their  respective  Boards of Directors
at any time prior to the Effective Time; provided, however, that, after approval
of this  Agreement  and the Merger by the Company  Stockholders,  no  amendment,
which under  Applicable  Law may not be made without the approval of the Company
Stockholders,  may be made  without such  approval.  This  Agreement  may not be
amended except by an instrument in writing signed by the parties hereto.

         SECTION 10.2 Waiver. At any time prior to the Effective Time, except to
the extent not  permitted  by  Applicable  Law,  American or the Company may (a)
extend the time for the  performance of any of the  obligations or other acts of
the other,  subject,  however,  to the  provisions of Section 8.1, (b) waive any
inaccuracies in the representations and warranties of the other contained herein
or in any document  delivered  pursuant hereto,  and (c) waive compliance by the
other with any of the agreements,  covenants or conditions contained herein. Any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed by the party or parties to be bound thereby.

         SECTION 10.3 Fees, Expenses and Other Payments. All costs and expenses,
incurred in  connection  with any filing fees  (including,  without  limitation,
Hart-Scott-Rodino  filings and FCC filing fees),  transfer  taxes,  sales taxes,
document  stamps  or other  charges  levied  by any  Governmental  Authority  in
connection with this Agreement, the Merger and the Transactions,  shall be borne
equally by American and the Company. Filing fees required in connection with the
Hart-Scott-Rodino  filings  shall  initially be paid by American and the Company
shall  reimburse  American  for one half of the cost of such fees at or prior to
the  Effective  Time.  Except as otherwise set forth in Section 4.21 and Section
5.7, all other costs and expenses  incurred in connection  with this  Agreement,
the Merger and the  Transactions,  and in  compliance  with  Applicable  Law and
Contractual  Obligations as a consequence hereof and thereof,  including without
limitation fees and disbursements of counsel, financial advisors and accountants
incurred by the parties  hereto  shall be borne solely and entirely by the party
which has incurred such costs and expenses.

         SECTION 10.4 Notices. All notices and other communications which by any
provision of this Agreement are required or permitted to be given shall be given
in  writing  and shall be (a)  mailed by  first-class  or  express  mail,  or by
recognized  courier  service,  postage  prepaid,  (b) sent by  telex,  telegram,
telecopy  or other form of rapid  transmission,  confirmed  by mailing (by first
class or express  mail,  or by  recognized  courier  service,  postage  prepaid)
written  confirmation at substantially the same time as such rapid transmission,
or (c)  personally  delivered  to the  receiving  party  (which if other than an
individual  shall be an  officer  or other  responsible  party of the  receiving
party). All such notices and communications  shall be mailed,  sent or delivered
as follows:

         (a)  If to American:

                  116 Huntington Avenue
                  Boston, Massachusetts 02116
                  Attention:   Steven B. Dodge,
                               President and Chief Executive Officer
                  Telecopier No.:  (617) 375-7575


                                      -39-

<PAGE>



                  with a copy to:

                  Sullivan & Worcester LLP
                  One Post Office Square
                  Boston, Massachusetts 02109
                  Attention:  Norman A. Bikales, Esq.
                  Telecopier No.:  (617) 338-2880

         (b)  If to the Company:

                  190 Park Center Plaza
                  San Jose, California 95113
                  Attention: James Levitt, Chief Executive Officer
                  Telecopier No.:

                  with a copy to:

                  Gibson, Dunn & Crutcher LLP
                  525 University Avenue, Suite 220
                  Palo Alto, California 94301
                  Attention: Buzz Gitelson, Esq.
                  Telecopier No.:  (415) 463-7333

or to such other person(s),  telex or facsimile  number(s) or address(es) as the
party to receive any such communication or notice may have designated by written
notice to the other party.

         SECTION 10.5  Specific  Performance;  Other Rights and  Remedies.  Each
party  recognizes  and agrees  that in the event the  Company  should  refuse to
perform any of its obligations under this Agreement or any Collateral  Document,
American's  remedy at law would be inadequate and agrees that for breach of such
provisions,  American  shall,  in  addition  to such  other  remedies  as may be
available  to it at law or in equity or as provided in Article 9, be entitled to
injunctive  relief  and  to  enforce  its  rights  by  an  action  for  specific
performance to the extent  permitted by Applicable Law. Each party hereby waives
any  requirement  for  security  or the  posting of any bond or other  surety in
connection  with any temporary or permanent  award of  injunctive,  mandatory or
other  equitable  relief.   Nothing  herein  contained  shall  be  construed  as
prohibiting any party from pursuing any other remedies  available to it pursuant
to the  provisions  of,  and  subject  to the  limitations  contained  in,  this
Agreement for such breach or threatened breach, including without limitation the
recovery of damages.

         SECTION 10.6  Severability.  If any term or provision of this Agreement
shall be held or  deemed  to be,  or shall  in fact  be,  invalid,  inoperative,
illegal or  unenforceable  as applied to any particular case in any jurisdiction
or  jurisdictions,  or in all  jurisdictions  or in all  cases,  because  of the
conflicting of any provision with any  constitution or statute or rule of public
policy or for any other reason,  such circumstance  shall not have the effect of
rendering the provision or provisions in question invalid, inoperative,  illegal
or unenforceable in any other  jurisdiction or in any other case or circumstance
or of rendering any other  provision or  provisions  herein  contained  invalid,
inoperative,  illegal or  unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution,  statute or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid,  inoperative,  illegal or unenforceable
provision had never been contained herein and such provision reformed so that it
would be valid, operative and enforceable to the

                                      -40-

<PAGE>



maximum extent permitted in such  jurisdiction or in such case.  Notwithstanding
the foregoing,  in the event of any such determination the effect of which is to
Affect  Materially and Adversely  either party,  the parties shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible to the fullest extent permitted by Applicable Law
in an  acceptable  manner to the end that the  Transactions  are  fulfilled  and
consummated to the maximum extent possible.

         SECTION 10.7  Counterparts.  This  Agreement may be executed in several
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same  instrument,  binding upon all of the
parties. In pleading or proving any provision of this Agreement, it shall not be
necessary to produce more than one of such counterparts.

         SECTION 10.8 Section Headings. The headings contained in this Agreement
are for  reference  purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         SECTION 10.9 Governing Law. The validity, interpretation,  construction
and  performance  of this  Agreement  shall be  governed  by, and  construed  in
accordance  with,  the  applicable  laws of the United States of America and the
laws of the State of New York applicable to contracts made and performed in such
State and, in any event, without giving effect to any choice or conflict of laws
provision or rule that would cause the application of domestic  substantive laws
of any other jurisdiction,  except to the extent that the provisions of the DGCL
and the CGCL apply to the Merger.  Anything in this  Agreement  to the  contrary
notwithstanding,  including  without  limitation the provisions of Article 9, in
the event of any dispute  between the parties  which  results in a Legal Action,
the prevailing party shall be entitled to receive from the non-prevailing  party
reimbursement for reasonable legal fees and expenses incurred by such prevailing
party in such Legal Action.

         SECTION  10.10 Further  Acts.  Each party agrees that at any time,  and
from  time to time,  before  and  after  the  consummation  of the  transactions
contemplated  by this  Agreement,  it will do all such  things and  execute  and
deliver all such Collateral  Documents and other assurances,  as any other party
or its counsel reasonably deems necessary or desirable in order to carry out the
terms and conditions of this Agreement and the transactions  contemplated hereby
or to  facilitate  the  enjoyment of any of the rights  created  hereby or to be
created hereunder.

         SECTION  10.11 Entire  Agreement.  This  Agreement  (together  with the
Company  Disclosure  Schedule and the other  Collateral  Documents  delivered in
connection  herewith),  constitutes  the entire  agreement  of the  parties  and
supersedes all prior agreements and undertakings, both written and oral, between
the  parties,  with  respect to the subject  matter  hereof,  including  without
limitation that certain letter of intent,  dated November 26, 1996,  between the
parties.

         SECTION 10.12  Assignment.  This  Agreement  shall not be assignable by
either  party and any such  assignment  shall be null and void,  except  that it
shall inure to the benefit of and by binding  upon any  successor to American by
operation of law,  including by way of merger,  consolidation  or sale of all or
substantially all of its assets and except that American shall have the right to
assign this Agreement (without relieving it of any of its obligations hereunder)
as security to its senior lending banks and other financial institutions.

         SECTION 10.13 Parties in Interest. This Agreement shall be binding upon
and inure  solely to the benefit of each party,  and nothing in this  Agreement,
express or implied (other than the provisions of Article 9 which are intended to
be binding upon the Company Stockholders), is intended to or shall

                                      -41-

<PAGE>



confer  upon any Person any  right,  benefit or remedy of any nature  whatsoever
under or by reason of this Agreement.

         SECTION  10.14  Mutual  Drafting.  This  Agreement is the result of the
joint efforts of American and the Company,  and each  provision  hereof has been
subject to the mutual consultation, negotiation and agreement of the parties and
there shall be no construction  against either party based on any presumption of
that party's involvement in the drafting thereof.

         SECTION 10.15 Arbitration.  If there is any dispute between the parties
to this Agreement  which remains  unresolved  for 30 days or more,  either party
may,  upon  written  notice  to  the  other,  submit  such  dispute  to  binding
arbitration  in San Francisco,  California in accordance  with the choice of law
provisions  of Section 10.9 of this  Agreement and the  commercial  rules of the
American  Arbitration  Association  (the  "AAA")  before a panel  of  three  (3)
arbitrators knowledgeable in the radio broadcast industry, one arbitrator chosen
by American,  one by the Company,  and the third as mutually  agreed upon by the
two  arbitrators  so  appointed  or, in the  absence of such  agreement,  by the
President  of the San  Francisco  Chapter of the AAA,  and the  decision of such
panel shall,  in the absence of manifest error or error of law, be  conclusively
binding on the parties.

         SECTION  10.16  CALIFORNIA  SECURITIES  LAW  MATTERS.  THE  SALE OF THE
SECURITIES  WHICH ARE THE SUBJECT OF THIS  AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE CALIFORNIA COMMISSIONER AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR
RECEIPT OF ANY PART OF THE CONSIDERATION  THEREFOR PRIOR TO THE QUALIFICATION IS
UNLAWFUL,  UNLESS THE SALE OF  SECURITIES  IS EXEMPT FROM THE  QUALIFICATION  BY
SECTION 25100,25102 OR 25105 OF THE CALIFORNIA  CORPORATIONS CODE. THE RIGHTS OF
ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY  CONDITIONED UPON THE  QUALIFICATION
BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

         IN WITNESS WHEREOF, American and the Company have caused this Agreement
to be executed as of the date first written above by their  respective  officers
thereunto duly authorized.

                               AMERICAN RADIO SYSTEMS CORPORATION


                               By:_____________________________________
                                    Name:  Steven B. Dodge
                                    Title: President and Chief Executive Officer


                               ALTA BROADCASTING COMPANY, INC.


                               By:______________________________________
                                    Name:   James Levitt
                                    Title:  Chief Executive Officer




                                      -42-

<PAGE>



                                                                      APPENDIX A

                                   DEFINITIONS

         As used in this Agreement,  unless the context otherwise requires,  the
following  terms  (or any  variant  in the  form  thereof)  have  the  following
respective  meanings.  Terms  defined in the  singular  shall have a  comparable
meaning when used in the plural, and vice versa, and the reference to any gender
shall be deemed to include all genders.  Unless otherwise defined or the context
otherwise clearly  requires,  terms for which meanings are provided herein shall
have  such  meanings  when used in the  Company  Disclosure  Schedule,  and each
Collateral  Document  executed or required  to be  executed  pursuant  hereto or
thereto or otherwise  delivered,  from time to time, pursuant hereto or thereto.
References to "hereof",  "herein" or similar terms are intended to refer to this
Agreement  as a whole and not a  particular  section,  and  references  to "this
Section"  are  intended  to refer to the  entire  section  and not a  particular
subsection thereof.

         AAA shall have the meaning given to it in Section 10.15.

         Accounts Receivable shall mean (a) any and all rights to the payment of
money or other forms of consideration of any kind (excluding any so-called trade
or barter  accounts)  at any time now or  hereafter  owing or to be owing to the
Company including without limitation accounts receivable,  letters of credit and
the right to receive  payment  thereunder,  chattel paper,  insurance  proceeds,
contract rights, notes, drafts,  instruments,  documents,  acceptances,  and all
other debts, obligations and liabilities in whatever form now or hereafter owing
to the Company from any other Person, all guarantees, security and Liens for the
payment of any thereof,  and all of the Company's  rights to goods, now owned or
hereafter acquired by the Company, sold (delivered,  undelivered,  in transit or
returned) which may be represented  thereby;  and (b) all proceeds of any of the
foregoing.

         Adverse,  Adversely, when used alone or in conjunction with other terms
(including  without  limitation  "Affect," "Change" and "Effect") shall mean any
Event of which American or the Company,  as the case may be, becomes aware after
the date hereof which is reasonably likely, in the reasonable  business judgment
of American  or the  Company,  as the case may be, be expected to (a)  adversely
affect the validity or  enforceability  of this  Agreement or the  likelihood of
consummation  of the Merger,  or (b) adversely  affect the business,  operation,
management or properties of the Company and its Subsidiaries taken as a whole or
American  and its  Subsidiaries  taken  as a whole,  as the case may be,  or (c)
impair the Company's or  American's,  as the case may be, ability to fulfill its
obligations  under the terms of this  Agreement,  or (d)  adversely  affect  the
aggregate  rights and remedies of American or the  Company,  as the case may be,
under this Agreement.  Notwithstanding the foregoing, neither an Event affecting
the  radio  broadcasting  industry  generally  nor a  decline  in the  financial
condition or results of operations of the Company and its Subsidiaries  taken as
a whole or American and its  Subsidiaries  taken as a whole, as the case may be,
shall be deemed to constitute an Adverse  Change,  have an Adverse  Effect or to
Adversely Affect or Effect.

         Affiliate,  Affiliated shall mean, with respect to any Person,  (a) any
other Person at the time  directly or indirectly  controlling,  controlled by or
under direct or indirect  common control with such Person,  (b) any other Person
of which such Person at the time owns, or has the right to acquire,  directly or
indirectly,  twenty  percent  (20%) or more of any class of the capital stock or
beneficial  interest,  (c) any other Person  which at the time owns,  or has the
right to acquire,  directly or  indirectly,  twenty percent (20%) or more of any
class of the  capital  stock or  beneficial  interest  of such  Person,  (d) any
executive  officer  or  director  of  such  Person,  (e)  with  respect  to  any
partnership, joint venture or similar


<PAGE>



Entity,  any  general  partner  thereof,  and (f) when used with  respect  to an
individual,  shall include any member of such individual's immediate family or a
family trust.

         Agreement shall mean this Agreement as originally in effect,  including
unless  the  context  otherwise  specifically  requires,  this  Appendix  A, all
schedules,  including the Company  Disclosure  Schedule and all exhibits hereto,
and as any of the same may from time to time be supplemented,  amended, modified
or restated in the manner herein or therein provided.

         American shall have the meaning given to it in the Preamble.

         American   Disclosure  Schedule  shall  mean  the  American  Disclosure
Schedule  dated as of the date of this  Agreement  delivered  by American to the
Company.

         American  Financial  Statements  shall have the meaning  given to it in
Section 5.2(a).

         American SEC  Documents  shall have the meaning  given to it in Section
5.2(b).

         American  Shares  shall  have  the  meaning  given  to it in the  First
Recital.

         American  Class A Stock shall have the meaning given to it in the First
Recital.

         American's   Knowledge   (including  the  term  "to  the  knowledge  of
American")  means the knowledge of any American  director or executive  officer,
and that such  director  or  executive  officer,  after  reasonable  inquiry  of
appropriate  American  executives and reasonable review of appropriate  American
records,  to the degree  customary in connection with  transactions  such as the
Merger,  shall  have  reason to  believe  and  shall  believe  that the  subject
representation of warranty is true and accurate as stated.

         Applicable Law shall mean any Law of any Authority, whether domestic or
foreign,  including  without  limitation  all federal and state  securities  and
Environmental  Laws,  to which a Person is  subject or by which it or any of its
business or operations is subject or any of its property or assets is bound.

         Authority shall mean any governmental or quasi-governmental  authority,
whether  administrative,  executive,  judicial,  legislative  or  other,  or any
combination   thereof,   including  without   limitation  any  federal,   state,
territorial,   county,   municipal  or  other   government  or  governmental  or
quasi-governmental agency, arbitrator,  authority,  board, body, branch, bureau,
central bank or comparable  agency or Entity,  commission,  corporation,  court,
department,  instrumentality,  master, mediator, panel, referee, system or other
political unit or  subdivision or other Entity of any of the foregoing,  whether
domestic or foreign.

         Benefit Arrangement shall mean any material benefit arrangement that is
not a Plan,  including  (a)  any  employment  or  consulting  agreement  (b) any
arrangement providing for insurance coverage or workers' compensation  benefits,
(c) any  incentive  bonus or deferred  bonus  arrangement,  (d) any  arrangement
providing termination  allowance,  severance or similar benefits, (e) any equity
compensation plan, (f) any deferred  compensation plan, and (g) any compensation
policy and  practice  maintained  by the Company  with  respect to  employees or
directors of the Company or the beneficiaries of any such Persons.

         Broadcast  Cash Flow  shall  mean,  with  respect to the  Company,  the
excess,  if any, of the net revenues  (exclusive  of trade or barter items) over
operating expenses  (exclusive of trade or barter items and corporate  overhead)
of the Company and its Subsidiaries taken as a whole.

                                       -2-

<PAGE>



         California  Commissioner shall mean the Commissioner of Corporations of
the State of California.

         California Commissioner Fairness Ruling shall have the meaning given to
it in Section 6.2(a).

         California Proceedings shall mean the proceedings before the California
Commissioner  to determine  the fairness of the Merger and to obtain a permit as
contemplated by Section 6.2(a) of this Agreement.

         Cash  Consideration  shall  have the  meaning  given  to it in  Section
3.1(b).

         Certificate shall have the meaning given to it in Section 3.1(b).

         CGCL shall have the meaning given to it in the First Recital.

         Claims shall mean any and all debts, liabilities,  obligations, losses,
damages,  deficiencies,  assessments  and  penalties,  together  with all  Legal
Actions, pending or threatened, claims and judgments of whatever kind and nature
relating  thereto,  and all fees, costs,  expenses and disbursements  (including
without  limitation  reasonable  attorneys'  and  other  legal  fees,  costs and
expenses) relating to any of the foregoing.

         Closing shall have the meaning given to it in Section 1.2.

         Closing Date shall mean the date on which the transactions contemplated
by this Agreement are consummated and the Merger becomes effective.

         COBRA shall mean the Consolidated Omnibus Budget  Reconciliation Act of
1985,  as  amended,  as set  forth  in  Section  4980B of the Code and Part 6 of
Subtitle B of Title I of ERISA.

         Code shall mean the Internal Revenue Code of 1986, as amended,  and the
rules and regulations promulgated from time to time thereunder.

         Collateral  Document shall mean any agreement,  certificate,  contract,
instrument,  notice,  opinion  or  other  document  delivered  pursuant  to  the
provisions  of this  Agreement or any  Collateral  Document,  including  without
limitation  the  Investment  Letter (if  applicable),  the  Registration  Rights
Agreement, the Noncompetition  Agreement, the Leasehold Option Agreement and the
escrow agreement referred to in Section 9.3(b).

         Common Stock shall have the meaning given to it in the First Recital.

         Common  Stock  Consideration  shall  have  the  meaning  given to it in
Section 3.1(b).

         Company shall have the meaning given to it in the Preamble.

         Company Assignees shall have the meaning given to it in Section 2.1(a).

         Company  Common  Stock  shall have the  meaning  given to it in Section
3.1(b).


                                       -3-

<PAGE>



         Company Disclosure  Schedule shall mean the Company Disclosure Schedule
dated as of the date of this  Agreement  delivered  by the  Company to  American
within seven (7) days after the date of this Agreement..

         Company  Financial  Statements  shall have the  meaning  given to it in
Section 4.2.

         the Company's  knowledge  (including  the term "to the knowledge of the
Company") means the knowledge of any Company director or executive officer,  and
that such director or executive officer, after reasonable inquiry of appropriate
Company executives and reasonable review of appropriate  Company records, to the
extent  customary  in  transactions  such as the  Merger,  shall have  reason to
believe and shall  believe that the subject  representation  or warranty is true
and accurate as stated.

         Company Personal Property shall have the meaning given to it in Section
4.5(a).

         Company  Real  Property  shall have the meaning  given to it in Section
4.5(a).

         Company Shares shall have the meaning given to it in Section 3.1(b).

         Company  Stockholders  shall have the meaning  given to it in the First
Recital.

         Contract,  Contractual  Obligation  shall  mean  any  term,  condition,
provision,   representation,   warranty,   agreement,   covenant,   undertaking,
commitment,  indemnity or other obligation set forth in the Organic Documents of
the obligee or which is outstanding or existing under any Instrument  (including
without limitation any Instrument relating to or evidencing any Indebtedness) to
which the obligee is a party or by which it or any of its business is subject or
property or assets is bound.

         Control (including the terms  "controlled,"  "controlled by" and "under
common control with") means the possession, directly or indirectly or as trustee
or executor,  of the power to direct or cause the direction of the management or
policies of a Person,  or the disposition of such Person's assets or properties,
whether through the ownership of stock, equity or other ownership,  by contract,
arrangement or understanding,  or as trustee or executor,  by contract or credit
arrangement or otherwise.

         Convertible Securities shall mean any evidences of indebtedness, shares
of capital  stock  (other than  common  stock) or other  securities  directly or
indirectly  convertible into or exchangeable for shares of common stock, whether
or not the right to convert or exchange thereunder is immediately exercisable or
is conditioned  upon the passage of time, the  occurrence or  non-occurrence  or
existence or non-existence of some other Event, or both.

         Credit  Agreement shall mean the Credit  Agreement dated as of December
19, 1995, as from time to time in effect,  of American and the Agent,  Co-Agents
and Lenders named therein, or any successor agreement thereto.

         Current  Market  Price  shall have the  meaning  given to it in Section
3.1(b).

         DGCL shall have the meaning given to it in the First Recital.

         Distribution   shall  mean,  with  respect  to  any  Person,   (a)  the
declaration or payment of any dividend (except dividends payable in common stock
of such Person) on or in respect of any shares of any class of capital  stock of
such Person or any shares of capital stock of any Subsidiary owned by a

                                       -4-

<PAGE>



Person other than the Company or a Subsidiary,  (b) the purchase,  redemption or
other  retirement  of any shares of any class of capital stock of such Person or
any shares of capital  stock of any  Subsidiary of such Person owned by a Person
other  than  such  Person  or a  Subsidiary  of such  Person,  and (c) any other
distribution  on or in respect  of any  shares of any class of capital  stock of
such  Person or any shares of capital  stock of any  Subsidiary  of such  Person
owned by a Person other than such Person or a Subsidiary of such Person.

         Effective Time shall have the meaning given to it in Section 1.3.

         Employment  Arrangement  shall mean,  with  respect to any Person,  any
employment,  consulting,  retainer,  severance or similar  contract,  agreement,
plan,  arrangement or policy (exclusive of any which is terminable within thirty
(30) days  without  liability,  penalty or payment of any kind by such Person or
any  Affiliate),  or providing for severance,  termination  payments,  insurance
coverage  (including  any  self-insured  arrangements),   workers  compensation,
disability benefits, life, health, medical, dental or hospitalization  benefits,
supplemental unemployment benefits,  vacation or sick leave benefits, pension or
retirement benefits or for deferred compensation, profit-sharing, bonuses, stock
options,  stock  purchase or  appreciation  rights or other  forms of  incentive
compensation  or  post-retirement  insurance,  compensation  or  post-retirement
insurance, compensation or benefits, or any collective bargaining or other labor
agreement,  whether or not any of the foregoing is subject to the  provisions of
ERISA.

         Encumber  shall  mean  to  suffer,  accept,  agree  to  or  permit  the
imposition of a Lien.

         Entity shall mean any corporation,  firm, unincorporated  organization,
association,  partnership,  limited  liability  company,  trust  (inter vivos or
testamentary),  estate of a deceased, insane or incompetent individual, business
trust,  joint stock  company,  joint  venture or other  organization,  entity or
business,  whether acting in an individual,  fiduciary or other capacity, or any
Authority.

         Environmental Law shall mean any Law relating to or otherwise  imposing
liability or  standards of conduct  concerning  pollution or  protection  of the
environment,   including   without   limitation   Laws  relating  to  emissions,
discharges,  releases or  threatened  releases of  Hazardous  Materials or other
chemicals or  industrial  pollutants,  substances,  materials or wastes into the
environment (including,  without limitation,  ambient air, surface water, ground
water,  mining or reclamation or mined land, land surface or subsurface  strata)
or otherwise relating to the manufacture,  processing, generation, distribution,
use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
contaminants,  chemicals or industrial, toxic or hazardous substances, materials
or wastes. Environmental Laws shall include without limitation the Comprehensive
Environmental  Response,  Compensation and Liability Act (42 U.S.C. Section 6901
et seq.), the Hazardous Material  Transportation Act (49 U.S.C.  Section 1801 et
seq.),  the Resource  Conservation  and Recovery Act (42 U.S.C.  Section 6901 et
seq.), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.),
the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances Control
Act (15 U.S.C.  Section 2601 et seq.),  the Federal  Insecticide  Fungicide  and
Rodenticide Act (7 U.S.C.  Section 136 et seq.),  and the Surface Mining Control
and Reclamation Act of 1977 (30 U.S.C.  Section 1201 et seq.), and any analogous
federal,   state,  local  or  foreign,  Laws,  and  the  rules  and  regulations
promulgated  thereunder all as from time to time in effect, and any reference to
any statutory or regulatory  provision  shall be deemed to be a reference to any
successor statutory or regulatory provision.

         Environmental Permit shall mean any Governmental Authorization required
by or pursuant to any Environmental Law.


                                       -5-

<PAGE>



         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
and the rules and regulations thereunder, all as from time to time in effect, or
any successor law, rules or  regulations,  and any reference to any statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         ERISA  Affiliate  shall  mean any  Person  that is  treated as a single
employer with the Company under Sections 414(b),  (c), (m) or (o) of the Code or
Section 4001(b)(1) of ERISA.

         Escrow Agents shall have the meaning given to it in the Fourth Recital.

         Escrow  Agreement  shall  have the  meaning  given to it in the  Fourth
Recital.

         Escrow  Deposit  shall  have  the  meaning  given  to it in the  Fourth
Recital.

         Escrow  Indemnity  Funds shall have the meaning  given to it in Section
9.3(b).

         Escrow  Indemnity  Period shall have the meaning given to it in Section
9.1.

         Event  shall  mean the  existence  or  occurrence  of any act,  action,
activity,  circumstance,  condition,  event,  fact,  failure  to act,  omission,
incident or practice, or any set or combination of any of the foregoing.

         Exchange Act shall mean the  Securities  Exchange Act of 1934,  and the
rules and regulations of the SEC thereunder, all as from time to time in effect,
or any successor law, rules or  regulations,  and any reference to any statutory
or  regulatory  provision  shall be deemed to be a  reference  to any  successor
statutory or regulatory provision.

         Exchange  Merger  Consideration  shall have the meaning  given to it in
Section 3.1.

         Fair Market Value shall have the meaning given to it in Section 3.1(b).

         FCA  shall  mean the  Communication  Act of  1934,  and the  rules  and
regulations  thereunder,  all as from time to time in effect,  or any  successor
law,  rules or  regulations,  and any  reference to any  statutory or regulatory
provision  shall be deemed  to be a  reference  to any  successor  statutory  or
regulatory provision.

         FCC shall mean the Federal Communications  Commission and shall include
any successor Authority.

         FCC Consents shall mean the actions of the FCC granting its consents to
the  transfer  of control of the  Company or the FCC  Licenses  relating  to the
Stations to American.

         FCC Licenses shall mean all of  Governmental  Authorizations  issued by
the FCC to the Company or its Subsidiaries in connection with the conduct of the
business or operating of the Stations.

         Final  Determination  (a) shall mean with respect to federal  Taxes,  a
"determination" as defined in Section 1313(a) of the Code or execution of an IRS
Form 870AD and,  with  respect to Taxes  other  than  federal  Taxes,  any final
determination  of liability in respect of a Tax which,  under Applicable Law, is
not subject to further  appeal,  review or modification  through  proceedings or
otherwise, including without

                                       -6-

<PAGE>



limitation the expiration of a statute of limitations or a period for the filing
of claims for refunds,  amended returns or appeals from adverse  determinations;
and (b) shall  include the payment of Tax by or  whichever  is  responsible  for
payment of such Tax under Applicable Law, with respect to any item disallowed or
adjusted  by a Taxing  Authority,  provided  that the other party is notified of
such payment and the party that is responsible for such Tax under this Agreement
determines  that no  action  should be taken to recoup  such  payment  from such
Taxing Authority.

         Final Order  shall  mean,  with  respect to any  Authority,  including,
without  limitation  the FCC, one with respect to which no appeal,  no stay,  no
petition or application for rehearing, reconsideration,  review or stay, whether
on motion of the applicable Authority or other Person or otherwise, and no other
Legal Action contesting such consent or approval, is in effect or pending and as
to  which  the  time or  deadline  for  filing  any  such  appeal,  petition  or
application  or other Legal  Action has expired or, if filed,  has been  denied,
dismissed or  withdrawn,  and the time or deadline for  instituting  any further
Legal Action has expired.

         GAAP shall mean generally accepted  accounting  principles as in effect
from time to time in the United States of America.

         Governmental  Authorizations  shall  mean all  approvals,  concessions,
consents,   franchises,   licenses,  permits,  plans,  registrations  and  other
authorizations of all Authorities, including the FCC Licenses issued by the FCC,
the Federal Aviation  Administration  and any other Authority in connection with
the conduct of the business or the operations of the Stations.

         Governmental  Filings shall mean all filings,  including  franchise and
similar Tax  filings,  and the payment of all fees,  assessments,  interest  and
penalties associated with such filings, with all Authorities.

         Guaranteed  shall mean any  agreement,  undertaking  or  arrangement by
which the  Company  guarantees,  endorses  or  otherwise  becomes  or is liable,
directly or indirectly,  contingently or otherwise, upon any Indebtedness of any
other Person including  without  limitation the payment of amounts drawn down by
beneficiaries  of letters of credit  (other than by  endorsements  of negotiable
instruments for deposit or collection in the ordinary  course of business).  The
amount of the obligor's  obligation under any Guaranty shall be deemed to be the
outstanding  amount (or maximum permitted amount, if larger) of the Indebtedness
directly or indirectly  guaranteed  thereby (subject to any limitation set forth
therein).

         Hart-Scott-Rodino Act shall mean the Hart-Scott-Rodino  Improvement Act
of 1976, as from time to time in effect, or any successor law, and any reference
to any  statutory  provision  shall be deemed to be a reference to any successor
statutory provision.

         Hazardous  Materials  shall mean and include any substance (in whatever
state of  matter):  (a)  that is  defined  as a  "hazardous  waste",  "hazardous
material"  or  "hazardous   substance",   under  any  Environment  Law;  (c)  is
radioactive and is regulated under any  Environmental  Law; (d) that contains or
consists  of  gasoline,  diesel  fuel or  other  petroleum  hydrocarbons  in any
unconfined manner; or (e) that contains or consists of PCBs,  asbestos,  or urea
formaldehyde foam insulation.

         Indebtedness  shall mean,  with  respect to any Person,  (a) all items,
except  items of  capital  stock or of  surplus  or of  general  contingency  or
deferred tax reserves or any minority  interest in any Subsidiary of such Person
to the extent such interest is treated as a liability with indeterminate term on
the  consolidated  balance sheet of such Person,  which in accordance  with GAAP
would be included in  determining  total  liabilities  as shown on the liability
side of a balance sheet of such Person, (b) all

                                       -7-

<PAGE>



obligations  secured by any Lien to which any property or asset owned or held by
such Person is subject, whether or not the obligation secured thereby shall have
been assumed,  and (c) to the extent not  otherwise  included,  all  Contractual
Obligations of such Person  constituting  capitalized leases and all obligations
of such Person with respect to Leases  constituting part of a sale and leaseback
arrangement.

         Instrument shall mean, with respect to any Person, any agreement, bond,
certificate,  commitment,  contract,  debenture,  indenture,  lease,  letter  of
credit,  memorandum,  mortgage,  note, notice,  permit,  plan, purchase or sales
order,  document  or other  writing  (whether  by  formal  agreement,  letter or
otherwise),  or any oral arrangement,  understanding or commitment,  under which
any debt, liability or other obligation is evidenced,  assumed or undertaken, or
any Lien (or right or interest therein) is granted, perfected or exists.

         Intangible  Assets shall mean all assets and property  lacking physical
properties the evidence of ownership of which must  customarily be maintained by
independent  registration,  documentation,  certification,  recordation or other
means,  and  shall  include,   without  limitation,   concessions,   copyrights,
franchises,  license, patents, permits, service marks, trademarks,  trade names,
and applications with respect to any of the foregoing, technology and know-how.

         Investment Letter shall have the meaning given to it in Section 7.2(k).

         Klue Note shall mean the promissory  note dated June 19, 1996,  made by
the  Company to the order of Ralin  Broadcasting  Corporation,  in the  original
principal amount of $187,500.00.

         Law shall mean any (a) administrative,  judicial,  legislative or other
action,  code,  consent  decree,  constitution,  decree,  directive,  enactment,
finding, guideline, law, injunction, interpretation, judgment, order, ordinance,
policy statement,  proclamation,  promulgation,  regulation,  requirement, rule,
rule of law, rule of public policy,  settlement  agreement,  statute, or writ or
any  Authority,  domestic  or  foreign;  (b) the common  law,  or other legal or
quasi-legal  precedent;  or (c)  arbitrator's,  mediator's  or referee's  award,
decision,  finding or recommendation;  including, in each such case or instance,
any interpretation,  directive,  guideline or request, whether or not having the
force of law including, in all cases, without limitation any particular section,
part or provision thereof.

         Lease  shall mean any lease of  property,  whether  real,  personal  or
mixed, and all amendments thereto.

         Leasehold  Option  Agreement  shall  have  the  meaning  given to it in
Section 7.2(k).

         Legal Action shall mean, with respect to any Person,  any litigation or
legal   or   other   actions,   arbitrations,   counterclaims,   investigations,
proceedings,  requests for material  information  by or pursuant to the order of
any Authority or suits, at law or in arbitration,  equity or admiralty,  whether
or not purported to be brought on behalf of such Person affecting such Person or
any of such Person's business, property or assets.

         Lien shall mean any of the  following:  mortgage;  lien  (statutory  or
other);  or other security  agreement,  arrangement or interest;  hypothecation,
pledge  or  other  deposit  arrangement;  assignment;  charge;  levy;  executory
seizure;   attachment;   garnishment;   encumbrance   (including  any  easement,
exception,  reservation or limitation,  right of way, and the like); conditional
sale,  title  retention  or other  similar  agreement,  arrangement,  device  or
restriction;   preemptive  or  similar  right;  any  financing  lease  involving
substantially  the same economic  effect as any of the foregoing;  the filing of
any financing

                                       -8-

<PAGE>



statement   under  the  Uniform   Commercial  Code  or  comparable  law  of  any
jurisdiction;  restriction on sale, transfer,  assignment,  disposition or other
alienation; or any option, equity, claim or right of or obligation to, any other
Person, of whatever kind and character.

         Long-term  Indebtedness  shall mean  Indebtedness of the Company or its
Subsidiaries  the maturity  date of which is scheduled to become due and payable
after the first anniversary of the Effective Time.

         Loss and Expense shall have the meaning given to it in Section 9.2(a).

         LPM shall have the meaning given to it in Section 6.2(e).

         Margin  Rules  shall  mean  Regulations  G, T, U or X of the  Board  of
Governors of the Federal Reserve System, 12 C.F.R., parts 207, 220, 221 and 224,
as now in effect.

         Material, Materially or materiality for the purposes of this Agreement,
shall, unless specifically stated to the contrary,  be determined without regard
to the fact that various  provisions of this Agreement set forth specific dollar
amounts.

         Material  Agreement  shall  mean,  with  respect  to  any  Person,  any
Contractual  Obligation which (a) was not entered into in the ordinary course of
business,  (b) was entered  into in the  ordinary  course of business  which (i)
involved  the  purchase,  sale or lease of goods or  materials,  or  purchase of
services, aggregating more than Ten Thousand Dollars ($10,000) during any of the
last three fiscal years,  (ii) extends for more than three (3) months,  or (iii)
is not  terminable on thirty (30) days or less notice  without  penalty or other
payment,  (c)  involves  Indebtedness  for Money  Borrowed,  (d) is or otherwise
constitutes  a  written  agency,   dealer,   license,   distributorship,   sales
representative  or similar  written  agreement,  or (e)  accounted for more than
three  percent  (3%) of  revenues  in any of the last three  fiscal  years or is
likely to  account  for more than  three  percent  (3%) of  revenues  during the
current fiscal year.

         Merger shall have the meaning given to it in the First Recital.

         Merger  Consideration  shall  have the  meaning  given to it in Section
3.1(b).

         Multiemployer  Plan shall mean a Plan which is a  "multiemployer  plan"
within the meaning of Section 4001(a)3 of ERISA.

         Net Working Capital shall mean, with respect to the Company, the amount
by which the current assets of the Company exceed (or are less than) the current
liabilities  of the Company  (exclusive of current  portions of principal on the
Park Center Note,  the Klue Note and any other  Long-term  Indebtedness  and any
assets or liabilities relating to any trade or barter agreements), as determined
in  accordance  with  GAAP,  consistently  applied  with the  Company  Financial
Statements;  provided,  however, that for the purpose of determining Net Working
Capital, accounts receivable shall be valued at 98.5% of their face amount.

         Noncompetition  Agreement shall have the meaning given to it in Section
7.2(m).

         Option  Securities  shall mean all rights,  options and  warrants,  and
calls or  commitments  evidencing  the right,  to  subscribe  for,  purchase  or
otherwise acquire shares of capital stock or Convertible Securities,  whether or
not the right to subscribe for, purchase or otherwise acquire is immediately

                                       -9-

<PAGE>



exercisable  or is  conditioned  upon the  passage of time,  the  occurrence  or
non-occurrence or the existence or non-existence of some other Event.

         Organic  Document  shall  mean,  with  respect  to a Person  which is a
corporation,  its charter,  its by-laws and all stockholder  agreements,  voting
trusts and similar arrangements applicable to any of its capital stock and, with
respect to a Person which is a  partnership,  its agreement and  certificate  of
partnership,  any  agreements  among  partners,  and any  management and similar
agreements  between the partnership  and any general  partners (or any Affiliate
thereof).

         Other Transaction shall have the meaning given to it in Section 6.5(b).

         parties shall have the meaning given to it in the Preamble.

         Park Center Note shall mean the  promissory  note,  dated  February 12,
1996,  made by the  Company  to the order of  Comerica  Bank-California,  in the
original principal amount of $1,600,000.

         PBGC shall mean the Pension Benefit Guaranty Corporation and any Entity
succeeding to any or all of its functions under ERISA.

         Person shall mean any natural individual or any Entity.

         Plan shall mean, with respect to the Company and at a particular  time,
any employee  benefit plan which is covered by ERISA and in respect of which the
Company or an ERISA Affiliate is (or, if such plan were terminated at such time,
would under  Section 4069 of ERISA be deemed to be) an  "employer" as defined in
Section 3(5) of ERISA.

         Prepayment Penalty shall mean the amount paid or payable from and after
the date hereof by the Company or American, as the Surviving  Corporation,  as a
prepayment premium or penalty with respect to all Long-Term  Indebtedness of the
Company,  including the current portion  thereof,  and the costs associated with
the breaking of any fixed rate financing  arrangements  then in place,  assuming
that all such Indebtedness were to be prepaid on the Closing Date.

         Private Authorizations shall mean all approvals, concessions, consents,
franchises,  licenses,  permits,  and other authorizations of all Persons (other
than Authorities) including without limitation those with respect to copyrights,
computer software programs,  patents,  service marks,  trademarks,  trade names,
technology and know-how.

         Proposed Tower Site shall mean the site in Metcalf Park, California, at
which it is proposed to construct a communications  tower, as more  particularly
described in the Leasehold Option Agreement.

         Proposed Tower Site Challenge shall mean any challenge by the County of
Santa  Clara,  the City of San Jose or any  other  Authority  or  Person  to the
ownership,  development  or use of  the  Proposed  Tower  Site  by the  Company,
American or any of their Subsidiaries or Affiliates.

         Registration  Rights  Agreement  shall have the meaning  given to it in
Section 7.3(e).

         Representatives shall have the meaning given to it in Section 6.1(a).


                                      -10-

<PAGE>


         SEC shall mean the United States Securities and Exchange Commission, or
any successor Authority.

         Securities Act shall mean the Securities Act of 1933, and the rules and
regulations of the SEC  thereunder,  all as from time to time in effect,  or any
successor  law,  rules or  regulations,  and any  reference to any  statutory or
regulatory  provision  shall  be  deemed  to be a  reference  to  any  successor
statutory or regulatory provision.

         Shareholder  Distribution shall have the meaning given to it in Section
2.1(a).

         Stations shall mean,  collectively,  radio stations KEZR-FM,  San Jose,
California and KLUE-FM, Soledad, California.

         Stockholder  Agreement  shall  have the  meaning  given  it in  Section
7.2(m).

         Subsidiary shall mean, with respect to a Person,  any Entity a majority
of the capital stock  ordinarily  entitled to vote for the election of directors
of which,  or if no such voting stock is  outstanding,  a majority of the equity
interests of which, is owned directly or indirectly, legally or beneficially, by
such Person or any other Person controlled by such Person.

         Surviving Corporation shall have the meaning given to it in Section 1.1

         Tax (and "Taxable",  which shall mean subject to Tax), shall mean, with
respect to the Company,  (a) all taxes (domestic or foreign),  including without
limitation any income (net, gross or other including  recapture of any tax items
such as  investment  tax  credits),  alternative  or add-on  minimum tax,  gross
income,  gross receipts,  gains,  sales, use, leasing,  lease, user, ad valorem,
transfer, recording, franchise, profits, property (real or personal, tangible or
intangible),  fuel, license, withholding on amounts paid to or by the Company or
any of its Subsidiaries,  payroll,  employment,  unemployment,  social security,
excise, severance, stamp, occupation,  premium, environmental or windfall profit
tax,  custom,  duty or other tax, or other like assessment or charge of any kind
whatsoever, together with any interest, levies, assessments, charges, penalties,
addition to tax or additional  amount imposed by any Taxing  Authority,  (b) any
joint or several  liability of the Company or any of its  Subsidiaries  with any
other Person for the payment of any amounts of the type described in (a) and (c)
any liability of the Company or any of its  Subsidiaries  for the payment of any
amounts  of the type  described  in (a) as a result of any  express  or  implied
obligation to indemnify any other Person.

         Tax  Claim  shall  mean any Claim  which  relates  to Taxes,  including
without limitation the representations and warranties set forth in Section 4.11.

         Tax Return or Returns shall mean all returns, consolidated or otherwise
(including without limitation  information  returns),  required to be filed with
any Authority with respect to Taxes.

         Taxing   Authority  shall  mean  any  Authority   responsible  for  the
imposition of any Tax.

         Termination Date shall have the meaning given to it in Section 8.1.

         Transactions shall have the meaning given to it in the Second Recital.


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