AGREEMENT AND PLAN OF MERGER

                                 By and Between

                       AMERICAN RADIO SYSTEMS CORPORATION

                                       and

                   TSUNAMI COMMUNICATIONS OF CINCINNATI, INC.

                                   Dated as of

                                 January 2, 1997

















<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                              <C>
ARTICLE 1         THE MERGER......................................................................................2
         SECTION 1.1  The Merger..................................................................................2
         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         CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES..................................................3
         SECTION 2.1  Conversion of Capital Stock.................................................................3
         SECTION 2.2  Exchange of Certificates....................................................................4
         SECTION 2.3  Stock Transfer Books........................................................................4
         SECTION 2.4  Option Securities and Convertible Securities; Payment Rights................................4

ARTICLE 3         REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................................................4
         SECTION 3.1  Organization and Business; Power and Authority; Effect of Transaction.......................4
         SECTION 3.2  Business, Assets and Liabilities............................................................6
         SECTION 3.3  Authorized and Outstanding Capital Stock....................................................7
         SECTION 3.4  Broker or Finder............................................................................7
         SECTION 3.5  Continuing Representation and Warranty......................................................7

ARTICLE 4         REPRESENTATIONS AND WARRANTIES OF AMERICAN......................................................7
         SECTION 4.1  Organization and Business; Power and Authority; Effect of Transaction.......................7
         SECTION 4.2  Financial and Other Information.............................................................8
         SECTION 4.3  Broker or Finder............................................................................8
         SECTION 4.4  Continuing Representation and Warranty......................................................8

ARTICLE 5         COVENANTS.......................................................................................9
         SECTION 5.1  Access to Information; Confidentiality; Cooperation.........................................9
         SECTION 5.2  Public Announcements........................................................................9
         SECTION 5.3  Notification of Certain Matters............................................................10

ARTICLE 6         CLOSING CONDITIONS.............................................................................10
         SECTION 6.1  Conditions to Obligations of Each Party to Effect the Merger...............................10
         SECTION 6.2  Conditions to Obligations of American......................................................11
         SECTION 6.3  Conditions to Obligations of the Company...................................................12

ARTICLE 7         TERMINATION, AMENDMENT AND WAIVER..............................................................13
         SECTION 7.1  Termination................................................................................13

ARTICLE 8         INDEMNIFICATION................................................................................14
         SECTION 8.1  Survival...................................................................................14
         SECTION 8.2  Indemnification............................................................................14
         SECTION 8.3  Limitation of Liability; Disposition of Escrow Indemnity Funds.............................15


<PAGE>



         SECTION 8.4  Notice of Claims...........................................................................15
         SECTION 8.5  Defense of Third Party Claims..............................................................15
         SECTION 8.6  Exclusive Remedy...........................................................................15

ARTICLE 9         GENERAL PROVISIONS.............................................................................16
         SECTION 9.1  Amendment..................................................................................16
         SECTION 9.2  Waiver.....................................................................................16
         SECTION 9.3  Fees, Expenses and Other Payments..........................................................16
         SECTION 9.4  Notices....................................................................................16
         SECTION 9.5  Specific Performance; Other Rights and Remedies............................................17
         SECTION 9.6  Severability...............................................................................18
         SECTION 9.7  Counterparts...............................................................................18
         SECTION 9.8  Section Headings...........................................................................18
         SECTION 9.9  Governing Law..............................................................................18
         SECTION 9.10  Further Acts..............................................................................18
         SECTION 9.11  Entire Agreement..........................................................................18
         SECTION 9.12  Assignment................................................................................19
         SECTION 9.13  Parties in Interest.......................................................................19
         SECTION 9.14  Mutual Drafting...........................................................................19
</TABLE>


APPENDIX A                          Definitions

EXHIBITS:

      EXHIBIT A:   Terms of WGRR Amendments (Section 6.2(e))
      EXHIBIT B:   Form of Investment Letter (Section 6.2(f))
      EXHIBIT C:   Form of Registration Rights Agreement (Section 6.2(g))



                                      -ii-

<PAGE>



                          AGREEMENT AND PLAN OF MERGER


         This  Agreement  and Plan of  Merger  (this  "Agreement"),  dated as of
January 2, 1997, is made by and between  American Radio Systems  Corporation,  a
Delaware  corporation  ("American"),  and Tsunami  Communications of Cincinnati,
Inc., an Ohio  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 Ohio (the  "OGCL"),  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  Anthony  A.
Galluzzo, the sole stockholder of the Company (the "Company Stockholder"),  will
receive 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 $500,000; 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,  and (b)
has approved this Agreement and the Merger; and

         WHEREAS,   the  Company  Stockholder  has  approved  and  adopted  this
Agreement, the Merger and the Transactions; and

         WHEREAS,  (i)  Tsunami  Communications,  Inc.,  a Colorado  corporation
("Tsunami"),  WGRR Limited Partnership, a Delaware limited partnership ("WGRR"),
and The Dalton Group,  Inc., a Delaware  corporation  and the general partner of
WGRR  ("Dalton"),  are parties to an Asset Purchase  Agreement  dated August 27,
1996 (the "WGRR  Agreement");  (ii) Tsunami,  WGRR and Media Ventures  Partners,
Ltd. are parties to an Escrow  Agreement dated August 29, 1996 (the "WGRR Escrow
Agreement");  and (iii) the Company and Tsunami are parties to an Assignment and
Assumption  Agreement,  dated September 30, 1996, relating to the WGRR Agreement
and the WGRR Escrow Agreement (the "WGRR Assignment" and,  collectively with the
WGRR Agreement and the WGRR Escrow  Agreement,  the "WGRR  Documents" or, any of
the foregoing, individually, a "WGRR Document"); 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:





<PAGE>



                                    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 OGCL, 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").

         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 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 6,  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 (the "Closing Date").

         SECTION  1.3  Effective  Time.  As promptly  as  practicable  after the
satisfaction or, if permissible, waiver of the conditions set forth in Article 6
(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 a
Certificate of Merger and any related  filings  required under the OGCL with the
Secretary of State of Ohio. 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 Ohio 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 OGCL.

         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.



                                       -2-


<PAGE>



                                    ARTICLE 2


                 CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES

         SECTION 2.1  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,  with no par value, 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 18,341 shares of American  Shares (being a number of American
Shares with a Current  Market Price of $500,000)  (the "Merger  Consideration").
The term "Per Share  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.

         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 Per Share Merger  Consideration  multiplied by the number of Company  Shares
represented by such Certificate, together with cash in lieu of fractional shares
in accordance with the provisions of Section  2.1(d).  A holder of more than one
Certificate  shall have the right to receive the Per Share 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,  the
average  of the daily Fair  Market  Value for each of the most  recent  five (5)
trading days prior to the date of this Agreement,  determined by (a) multiplying
each such daily Fair Market  Value by the number of shares of  American  Class A
Stock  traded  each  such  day,  (b)  adding  the  products  of  the   foregoing
multiplications,  and (c)  dividing  the sum by the  total  number  of shares of
American  Class A Stock  traded  during such  period,  and the term "Fair Market
Value" shall mean, with respect to the American Class A Stock, 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.

                                       -3-


<PAGE>



         (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  2.1(b) into a
right to receive the highest whole number of American  Shares  constituting  the
Per Share  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.

         SECTION 2.2 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 Per
Share Merger  Consideration  with respect to the Company  Shares  represented by
such Certificate,  plus cash in amount sufficient to make payment for fractional
shares.

         SECTION 2.3 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 Shares represented thereby
shall be entitled pursuant to Sections 2.1 and 2.2.

         SECTION  2.4 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.


                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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

         SECTION 3.1 Organization and Business;  Power and Authority;  Effect of
Transaction.

         (a) Each of the Company and Tsunami is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation;  and the Company 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.

         (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 in order to enable it

                                       -4-


<PAGE>



to execute and deliver, and to perform its obligations under, this Agreement and
each  Collateral  Document  executed  or  required to be executed by the Company
pursuant  hereto or thereto and to  consummate  the Merger;  and the  execution,
delivery and performance of this Agreement and each Collateral Document executed
or required to be executed by the Company  pursuant  hereto or thereto have been
duly  authorized by all  requisite  corporate or other action on the part of the
Company,  including without limitation the approval of the Company  Stockholder.
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,  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.

         (c)  Except  as set forth in  Schedule  3.1 to the  Company  Disclosure
Schedule,  neither  the  execution  and  delivery  of  this  Agreement  nor  any
Collateral  Document  executed or required  to be  executed  pursuant  hereto or
thereto,  nor compliance  with the terms,  conditions  and provisions  hereof or
thereof by the Company:

                  (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; or

                  (ii)  will   require   the  Company  to  make  or  obtain  any
         Governmental    Authorization,    Governmental    Filing   or   Private
         Authorization,  except for the filing requirements under Applicable Law
         in connection with the Merger.

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

         (e) Each of the Company and Tsunami had, as of the date of execution of
each of the WGRR  Documents  to which it is a party,  all  requisite  power  and
authority  (corporate  and other) in order to enable it to execute and  deliver,
and to perform its obligations  under, each of the WGRR Documents to which it is
a party or by which it is bound, and the execution,  delivery and performance of
each of the WGRR  Documents  to which it is a party by the  Company  and Tsunami
have been duly authorized by all requisite corporate or other action on the part
of the Company and Tsunami, including without limitation its stockholders to the
extent required. Each of the WGRR Documents to which it is a party has been duly
executed and delivered by the Company and each constitutes the legal,  valid and
binding  obligation of the Company and Tsunami,  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.

         (f) To the Company's knowledge:


                                       -5-


<PAGE>



                  (i) as of the date of  execution of the WGRR  Agreement,  WGRR
         was a limited partnership duly organized and existing under the laws of
         the  jurisdiction  of its  organization,  had all  requisite  power and
         authority  (partnership and other) in order to enable it to execute and
         deliver, and to perform its obligations under, the WGRR Agreement;

                  (ii)  the  execution,  delivery  and  performance  of the WGRR
         Agreement by WGRR had been duly authorized by all requisite partnership
         or other action on the part of WGRR,  including without  limitation its
         partners to the extent required; and

                  (iii) The WGRR  Agreement has been duly executed and delivered
         by WGRR and  constitutes  the legal,  valid and binding  obligation  of
         WGRR,  enforceable in accordance with its 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.

         SECTION 3.2 Business,  Assets and  Liabilities.  The Company is a newly
organized corporation,  has not conducted and prior to the Closing Date will not
conduct any business and does not have any assets or property or any obligations
or  liabilities,  past,  present  or  deferred,  accrued  or  unaccrued,  fixed,
absolute,  contingent or other,  except  pursuant to the WGRR  Documents and the
Financing  Documents  to which  it is a party  or by  which it is bound  and for
nonmaterial   obligations  and  liabilities   arising  in  connection  with  its
organization and the WGRR Documents.  Other than as set forth on Schedule 3.2 to
the 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 asset or  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.  The Company is solvent within the meaning of applicable  bankruptcy and
fraudulent  conveyance  Laws.  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,
except for matters  applicable  to the economy or the radio  broadcast  industry
generally.

         Without  limiting the generality of the foregoing,  except as set forth
on Schedule  3.2,  (a) the Company is not a party to or bound by, nor are any of
its assets or  property  subject  to, any  Governmental  Authorization,  Private
Authorization,  Lease  or  other  Contractual  Obligation,  other  than the WGRR
Documents;  (b) there is not pending or, to the Company's knowledge,  threatened
any Legal Action or other Claim against the Company or which otherwise  involves
the Company;  (c) the Company is not a party to any transaction  with any of its
officers,  directors or employees, the Company Stockholder,  or any Affiliate of
any thereof (other than the WGRR Assignment);  (d) the Company does not have any
Plans,  Benefit Arrangements or Employment  Arrangements;  and (e) except as set
forth on the Company Disclosure Schedule,  there are not, and on or prior to the
Closing  there will not be, (i) any banks,  trust  companies,  savings  and loan
associations  and brokerage  firms in which the Company has an account or a safe
deposit box or (ii) Persons authorized to draw thereon,  to have access thereto,
or to authorize  transactions  therein, or (iii) any powers of attorney from the
Company.


                                       -6-


<PAGE>



         SECTION 3.3 Authorized and  Outstanding  Capital Stock.  The authorized
and  outstanding  capital  stock of the  Company is as set forth in 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.  Except as set forth in the Company
Disclosure Schedule,  (a) there is not currently,  and on the Closing Date there
will not be,  outstanding (nor has the Company agreed to grant or issue nor will
the Company on or prior to the  Closing  Date agree to grant or issue) any other
shares of its capital stock or any Option Security or Convertible Security,  and
(b) the Company is not (and on or prior to the Closing Date will not be) a party
to or bound by any agreement,  put or commitment pursuant to which it is or will
be  obligated to  purchase,  redeem or  otherwise  acquire any shares of capital
stock or any Option  Security or Convertible  Security.  All of the  outstanding
capital  stock of the Company is owned as of the date of this  Agreement  by the
Company Stockholder, free and clear of all Liens.

         SECTION 3.4 Broker or Finder.  No Person  assisted in or brought  about
the  negotiation  of this  Agreement or the Merger or the subject matter of this
Agreement in the capacity of broker,  agent or finder or in any similar capacity
on behalf of the Company.

         SECTION 3.5 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 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.

                                    ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF AMERICAN

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

         SECTION 4.1 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;  and (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.

         (b) American  has all  requisite  power and  authority  (corporate  and
other),  and has in full force and effect all  Governmental  Authorizations  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 and to consummate
the Merger;  and the execution,  delivery and  performance of this Agreement and
each Collateral  Document executed or required to be executed pursuant hereto or
thereto by American  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.  This Agreement has been duly executed and delivered by American and
constitutes,

                                       -7-


<PAGE>



and each Collateral Document executed or required to be executed pursuant hereto
or thereto by American or to consummate the Merger,  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)  Neither  the  execution  and  delivery  of this  Agreement  or any
Collateral  Document  executed or required  to be  executed  pursuant  hereto or
thereto,  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; or

                  (ii) will require  American to make or obtain any Governmental
         Authorization, Governmental Filing or Private Authorization, except for
         the filing  requirements  under  Applicable Law in connection  with the
         Merger.

         SECTION   4.2   Financial   and  Other   Information.   The   documents
(collectively, the "American SEC Documents") that 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.  Since  the  date  of the  most  recent  financial
statements  forming  part of the  American  SEC  Documents,  there  has  been no
Material  Adverse Change in American.  Except as set forth in the SEC Documents,
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,  except for matters  applicable to the
economy or the radio broadcast industry generally.

         SECTION 4.3 Broker or Finder.  No Person  assisted in or brought  about
the  negotiation  of this  Agreement or the Merger or the subject matter of this
Agreement in the capacity of broker,  agent or finder or in any similar capacity
on behalf of American.

         SECTION 4.4 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 forth in this Article 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.



                                       -8-


<PAGE>



                                    ARTICLE 5

                                    COVENANTS

         SECTION 5.1  Access to Information; Confidentiality; Cooperation.

         (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.  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. 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, 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,  the Company Stockholder 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)  Notwithstanding  the provisions of Section 5.1(a),  each party may
disclose such  information as may be 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 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.

         (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.

         (d) 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.

         SECTION 5.2 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

                                       -9-


<PAGE>



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  5.3  Notification  of Certain  Matters.  Each party shall give
prompt notice to the other, of (a) the occurrence or non-occurrence of any Event
the  occurrence  or  non-occurrence  of which  would be  likely to cause (i) 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 (ii) any covenant,  condition or agreement made by it
contained in this  Agreement not to be complied  with or satisfied,  or (iii) 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 Schedule, as the case may be, in any respect such that one or more of
the conditions of Closing might not be satisfied, and (b) 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.


                                    ARTICLE 6

                               CLOSING CONDITIONS

         SECTION  6.1  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:

                  (a) The American Shares constituting the 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; and

                  (c) Other than the filing of merger  documents  in  accordance
         with the DGCL and the  OGCL,  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 shall have been obtained from,
         and  made  with,  the  all  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

                                      -10-


<PAGE>



         reasonable business judgment of American,  assuming consummation of the
         Merger, have a Material Adverse Effect on the Company.

         SECTION 6.2 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 Holme,  Roberts & Owen, counsel for the Company and
         Tsunami, with respect to the matters set forth in Sections 3.1(a), (b),
         (c) (other than as to Private  Authorizations  and as to the  Company's
         and  Tsunami's  Contractual  Obligations,  limited  to  such  counsel's
         knowledge)  and (e) and 3.3 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 Merger 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);  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) All  consents  and  approvals  of all Persons  (other than
         Authorities)  having a relationship with the Company and whose consents
         and  approvals  are  required in order to vest in  American  all of the
         Company's  right,  title and interest in and to the WGRR  Agreement and
         the WGRR Escrow Agreement and its other assets and property  (including
         without  limitation  the  unqualified  consent  of  WGRR)  without  the
         imposition, individually

                                      -11-


<PAGE>



         or in the  aggregate,  of any  condition  or  requirement  which  could
         Materially  Adversely  Affect the Company shall have been  delivered to
         American;

                  (e) The WGRR  Agreement  shall be in full  force  and  effect,
         shall not have been amended,  modified or changed,  except with respect
         to the matters  set forth in Exhibit A attached  hereto and made a part
         hereof  (the "WGRR  Amendments");  neither  Tsunami nor the Company nor
         WGRR  shall have  given  notice of any breach or alleged  breach of any
         warranty,  covenant or  agreement or any  misrepresentation  or alleged
         misrepresentation  therein,  and neither  Tsunami or the Company  shall
         have waived any of its rights or remedies thereunder;

                  (f) The Company  Stockholder shall have executed and delivered
         an investment  letter  substantially  in the form of Exhibit B attached
         hereto and made a part hereof (the "Investment Letter");

                  (g) The Company  Stockholder shall have executed and delivered
         a registration rights agreement  substantially in the form of Exhibit C
         attached  hereto  and  made a part  hereof  (the  "Registration  Rights
         Agreement");

                  (h) No  Legal  Action  (other  than the  investigation  of the
         Department  of  Justice  referred  to in  Schedule  3.1 of the  Company
         Disclosure  Schedule)  shall have been  instituted or threatened by any
         Authority or by any other Person that could  materially  and  adversely
         affect the Company or WGRR-FM (the radio  station  which is the subject
         of the WGRR Agreement); and

                  (i)  The  Financing  Documents  shall  have  been  terminated,
         effective prior to or as of the Closing, and the lender pursuant to the
         Financing  Documents shall have delivered UCC-3 Termination  Statements
         and any other  instruments  necessary to release and record the release
         of the security interests granted under the Financing  Documents and to
         terminate all of the filings set forth on Schedule 3.2.


         SECTION 6.3 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;


                                      -12-


<PAGE>



                  (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 4.1(a),
         (b)  and  (c)  (other  than  as to  Private  Authorizations  and  as to
         American's   Contractual   Obligations,   limited  to  such   counsel's
         knowledge)  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 Merger 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);
         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; and

                  (d)   American   shall  have   executed  and   delivered   the
         Registration Rights Agreement; and

                  (e) American shall have paid, or made  arrangements  to pay on
         the Closing Date, the outstanding  principal and interest due under the
         Note comprising part of the Financing Documents, up to an amount not to
         exceed  $3,050,000  plus accrued  interest  thereon through the Closing
         Date to the lender thereunder.


                                    ARTICLE 7

                        TERMINATION, AMENDMENT AND WAIVER

         SECTION 7.1  Termination.  This Agreement shall terminate if the Merger
is not  effective on or prior to the  Termination  Date and 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
         (other than the  investigation of the Department of Justice referred to
         on Schedule 3.1 of the Company Disclosure Schedule) 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

                                      -13-


<PAGE>



         or additional  information  with respect to the Merger,  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  has 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

                  (d) by American in the event (i) the WGRR Agreement shall have
         been  terminated,  whether  by WGRR or  Tsunami  or the  Company,  (ii)
         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 has 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 (iii) if any Legal Action has been instituted
         or threatened by any Authority or by any other Person seeking to enjoin
         or otherwise  prohibit the acquisition by American of WGRR-FM  pursuant
         to the provisions of the WGRR Agreement (it being understood and agreed
         that one or more written  requests by any Authority for  information or
         additional information with respect to such acquisition, which could be
         used in connection with any Legal Action,  shall not be deemed a threat
         of Legal Action).

         The term "Termination Date" shall mean June 30, 1997 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 shall remain  operative  and in full force and effect  regardless of any
investigation  made by or on behalf of either party, any Person  controlling any
such party or any of their respective  Representatives whether prior to or after
the execution of this Agreement.

         SECTION 7.2 Effect of  Termination.  Except as provided in Sections 5.1
(with respect to confidentiality), Section 5.2, this Section and Section 9.3, in
the event of the  termination  of this  Agreement  pursuant to Section 7.1, 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.



                                      -14-


<PAGE>



                                    ARTICLE 8

                                 INDEMNIFICATION

         SECTION 8.1 Survival. The representations and warranties of the Company
and 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,  except that,  representations  and warranties  referred to in
Sections 3.1, 3.8 and 4.1 shall extend until the  expiration  of any  applicable
statute of limitations (the "Indemnity  Period").  No claim for  indemnification
may be asserted  after the expiration of the Indemnity  Period.  Notwithstanding
anything  herein to the  contrary,  any  representation  or warranty that is the
subject of a Claim which is asserted in writing  prior to the  expiration of the
Indemnity  Period  shall  survive with respect to such Claim or any dispute with
respect thereto until the final resolution thereof.

         SECTION 8.2 Indemnification.  Subject to the provisions of Section 8.3,
the Company  Stockholder agrees that on and after the Closing he 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:

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

         (b)      any Legal Action or other Claim by any third party relating to
                  the Company 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.

         SECTION 8.3 Limitation of Liability;  Disposition  of Escrow  Indemnity
Funds.  Notwithstanding  the  provisions  of  Section  8.2,  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 (i)
exceeds, in the aggregate,  $5,000 at which time it shall be entitled to recover
such $5,000 and any amounts in excess  thereof and (ii) does not exceed,  in the
aggregate, $500,000.

         SECTION 8.4 Notice of Claims. If American believes that it has suffered
or  incurred  any Loss and  Expense,  it shall  notify the  Company  Stockholder
promptly  in  writing,  and in any  event  within  the  applicable  time  period
specified in Section 8.1, 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

                                      -15-


<PAGE>



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  8.5  Defense of Third Party  Claims.  The Company  Stockholder
shall  have  the  right to  conduct  and  control,  through  counsel  of its 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
Stockholder  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  Stockholder at least fifteen
(15) days'  notice of the terms of the proposed  settlement  thereof and permits
the Company Stockholder to then undertake the defense thereof) settle such Legal
Action or other Claim,  and to recover the amount of such  settlement  or of any
judgment and the costs and  expenses of such  defense.  The Company  Stockholder
shall not  compromise or settle any such Legal Action or other Claim without the
prior written consent of American.

         SECTION 8.6  Exclusive  Remedy.  The  indemnification  provided in this
Article  shall  be the sole  and  exclusive  post-Closing  remedy  available  to
American  against the  Company  Stockholder  for any Claim under this  Agreement
absent a  showing  of fraud on the  part of the  Company  or any of the  Company
Stockholder.


                                    ARTICLE 9

                               GENERAL PROVISIONS

         SECTION 9.1  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, no amendment,
which under  Applicable  Law may not be made without the approval of the Company
Stockholder,  may be made  without  such  approval.  This  Agreement  may not be
amended except by an instrument in writing signed by the parties hereto.

         SECTION 9.2 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 7.1, (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 9.3 Fees,  Expenses and Other Payments.  All costs and expenses
incurred in  connection  with any filing  fees,  transfer  taxes,  sales  taxes,
document  stamps  or other  charges  levied  by any  Governmental  Authority  in
connection  with this  Agreement and the Merger shall be borne by American.  All
other costs and expenses incurred in connection with this Agreement and the

                                      -16-


<PAGE>



Merger,  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,  except that, in the case of the Company,  all
such costs and expenses shall be borne by the Company Stockholder.

         SECTION 9.4 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

                  with a copy to:

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

         (b)  If to the Company:

                  17337 Rimrock Drive
                  Golden, Colorado 80401
                  Attention: Anthony A.  Galluzzo, Chief Executive Officer
                  Telecopier No.: (303) 215-9842


                                      -17-


<PAGE>



                  with a copy to:

                  Holme,  Roberts & Owen
                  1700  Lincoln Street
                  Denver,  Colorado 80203
                  Attention: Charles A.  Ramunno
                  Telecopier No.: (303) 866-0200

                  Wiley, Rein & Fielding
                  1776 K Street N.W.
                  Washington, D.C. 20006
                  Attention: Nathaniel F.  Emmons, Esq.
                  Telecopier No.: (202) 429-7049

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 9.5 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 8, 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 9.6  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 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

                                      -18-


<PAGE>



fullest extent  permitted by Applicable  Law in an acceptable  manner to the end
that the Merger is consummated to the maximum extent possible.

         SECTION 9.7  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 9.8 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 9.9 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  Commonwealth  of  Massachusetts  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 OGCL apply to the Merger.

         SECTION 9.10 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  9.11  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.

         SECTION 9.12  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 may be  assigned by American as security to
its senior  lending banks and other  financial  institutions  without  relieving
American of any of its obligations hereunder.

         SECTION 9.13 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 8, which are intended
to be binding upon the Company Stockholder), is intended to or shall confer upon
any  Person any right,  benefit or remedy of any nature  whatsoever  under or by
reason of this Agreement.


                                      -19-


<PAGE>



         SECTION 9.14 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.



                                      -20-


<PAGE>



         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:
                                          Title:


                                      Tsunami Communications of Cincinnati, Inc.


                                      By:______________________________________
                                          Name:
                                          Title:

         NOW,  THEREFORE,  in consideration of the benefits that are intended to
accrue to the  undersigned  as a result of the  consummation  of the  Merger (as
defined in the above Agreement),  and intending to be legally bound,  Anthony A.
Galluzzo,  the sole stockholder of the Company,  does hereby covenant and agree,
on behalf of himself and his heirs, executives,  legal representatives,  assigns
and designees,  to be bound by the provisions of the above Agreement that relate
to him,  including  without  limitation  the provisions of Section 8.2 and those
other provisions which are referenced or encompassed by such Section.

         IN WITNESS WHEREOF,  Anthony A. Galluzzo has executed this Agreement as
of the date first written above.


                                         --------------------------------------
                                                   Anthony A. Galluzzo







                                      -21-


<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.

         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 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.





<PAGE>



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

         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.

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

         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.

                                       -2-


<PAGE>



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

         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, the Registration Rights Agreement and the WGRR
Amendments.

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

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

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

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

         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 Shares shall have the meaning given to it in Section 2.1(b).

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

         Contract, Contractual Obligation shall mean any agreement, arrangement,
commitment,  contract, covenant,  indemnity,  undertaking or other obligation or
liability  which  involves  the  ownership  or operation of any of the assets or
properties  of the  Company  or the  conduct  of the  business  of the  Company,
including without limitation the prospective ownership or operation of WGRR-FM.

         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

                                       -3-


<PAGE>



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.

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

         Dalton shall have the meaning given to it in the Fourth Recital.

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

         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.

         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.

         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.

         Fair Market Value shall have the meaning given to it in Section 2.1(b).

         Financing  Documents  shall mean the WGRR Loan and  Security  Agreement
entered into on September 5, 1996 by and between Tsunami and Broadcast  Finance,
Inc.  and the WGRR  Acquisition  Revolving  Note dated  September 5, 1996 in the
amount of  $3,050,000  made by Tsunami to  Broadcast  Finance,  Inc. and all the
financing  statements  filed or recorded in  connection  therewith and any other
related documents, instruments, and agreements

                                       -4-


<PAGE>



         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.

         Indemnity Period shall have the meaning given to it in Section 8.1.

         Investment Letter shall have the meaning given to it in Section 6.2(f).

         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.

         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  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.

         Loss and Expense shall have the meaning given to it in Section 8.2(a).


                                       -5-


<PAGE>



         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.

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

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

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

         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
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).

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

         Per Share Merger  Consideration  shall have the meaning  given to it in
Section 2.1(b).

         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.

         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.

         Registration  Rights  Agreement  shall have the meaning  given to it in
Section 6.2(g).

         Representatives shall have the meaning given to it in Section 5.1(a).

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


                                       -6-


<PAGE>


         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.

         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.

         Termination Date shall have the meaning given to it in Section 7.1.

         Tsunami shall have the meaning given to it in the Fourth Recital.

         WGRR shall have the meaning given to it in the Fourth Recital.

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

         WGRR  Assignment  shall  have the  meaning  given  to it in the  Fourth
Recital.

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

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

         WGRR Documents and WGRR Documents  shall have the meaning given to them
in the Fourth Recital.


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