ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT  is dated  November  19,  1996,  by and
between American Radio Systems Corporation,  a Delaware  corporation  ("Buyer"),
and New Generation Broadcasting, Inc., a Delaware corporation ("Seller").

                                P R E M I S E S:

         A. Seller is the  licensee of and  operates  radio  stations  WXEG(FM),
Beavercreek,  Ohio (the  "Station")  pursuant to licenses  issued by the Federal
Communications Commission (the "FCC").

         B. Buyer has been programming the Stations pursuant to a Time Brokerage
Agreement dated as of April 1, 1996 (the "TBA").

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

                                   AGREEMENTS:

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

                                    Section 1
                                  DEFINED TERMS

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

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         1.1 "Assets" means the tangible and  intangible  assets of Seller being
sold,  transferred,  or otherwise  conveyed to Buyer hereunder,  as specified in
detail in Section 2.1.

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

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

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

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

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

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<PAGE>


         1.7 "Excluded Assets" shall mean those assets described or set forth in
Section 2.2 herein or on Schedule 2.2 hereto.

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

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

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

         1.11 "Personal Property" means all of the machinery,  equipment, tools,
vehicles,  furniture,  leasehold  improvements,  office equipment,  plant, spare
parts, and other tangible  personal property which are owned or leased by Seller
and used or  useful as of the date  hereof in the  conduct  of the  business  or
operations  of one or both of the  Stations,  subject to change in the  ordinary
course of business between the date hereof and the Closing Date.

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

         1.13 "Real  Property"  means all of the fee estates and  buildings  and
other improvements thereon, leasehold interests,  easements, licenses, rights to
access,  rights-of-way,  and other real  property  interest  owned by Seller and
identified on Schedule 3.5 hereto.

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                                    SECTION 2
                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this  Agreement,  Seller hereby agrees to transfer and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase,  all of the Assets,  free and
clear  of  any  claims,  liabilities,  mortgages,  liens,  pledges,  conditions,
charges, or encumbrances of any nature whatsoever (except for those permitted in
accordance with Section 2.4, 3.5 or 3.6 below),  more specifically  described as
follows:

                  (a) The Personal Property;

                  (b) The Real Property;

                  (c) The Licenses;

                  (d) The Assumed Contracts;

                  (e) All trademarks, trade names, service marks, copyrights and
         all other intellectual  property and similar intangible assets relating
         to either of the  Stations,  including  those  listed in  Schedule  3.9
         hereto;

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

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


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

                  (i) All  intangible  assets of Seller  relating to the Station
         not specifically described above.

         2.2  Excluded  Assets.  The Assets  shall  exclude all other  assets of
Seller,  including,  without  limitation  the following  assets,  and the assets
listed on Schedule 2.2:

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

                  (b) All books and  records of Seller,  subject to the right of
         Buyer to have  access  and to copy for a period of three (3) years from
         the Closing Date,  and Seller's  corporate  records and other books and
         records   related  to  internal   corporate   matters   and   financial
         relationships with Seller's lenders;

                  (c) Any claims,  rights and  interest in and to any refunds of
         federal, state or local franchise, income or other taxes or fees of any
         nature  whatsoever  for periods  prior to the Closing Date  (subject to
         funding  under the Note  Purchase  Agreement  discribed  in Section 2.3
         below);

                  (d) Any pension, profit-sharing or employee benefit plans, and
         any employment or collective bargaining agreement.

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         2.3 Purchase Price.  The Purchase Price shall be equal to the amount of
principal  outstanding  and interest  accrued and  outstanding as of the Closing
Date under that the 12% Secured Note Due 2006 dated  December 20, 1995,  made by
Seller  in  the  principal   amount  of  $2,206,633  and  the  12%   Convertible
Subordinated  Notes  due 2003  dated  December  20,  1995  made by Seller in the
principal  amount of  $1,140,705  issued  pursuant to that certain Note Purchase
Agreement  dated as of December  20,  1996 by and between  Buyer and Seller (the
"Notes").

         2.4 Assumption of Liabilities and Obligations.  As of the Closing Date,
Buyer  shall  pay,  discharge  and  perform  (i)  all  of  the  obligations  and
liabilities  of Seller under the Licenses and the Assumed  Contracts  insofar as
they relate to the time period on and after the Closing Date, and arising out of
events  occurring  on or  after  the  Closing  Date,  (ii) all  obligations  and
liabilities arising out of events occurring on or after the Closing Date related
to Buyer's  ownership of the Assets or its conduct of the business or operations
of the  Stations,  and (iii) all  obligations  and  liabilities  for which Buyer
receives  a  proration  adjustment  hereunder.  Except to the  extent  otherwise
provided  for in the TBA,  all other  obligations  and  liabilities  of  Seller,
including  (i) any  obligations  under any  Contract not included in the Assumed
Contracts, (ii) any obligations under the Assumed Contracts relating to the time
period  prior to the Closing  Date,  (iii) any claims or pending  litigation  or
proceedings  relating to the  operation of either of the  Stations  prior to the
Closing  Date,  and (iv) those  related to Seller's  employees who do not become
employees  of Buyer upon the Closing  shall  remain and be the  obligations  and
liabilities solely of Seller.


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<PAGE>



                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1 Organization,  Standing and Authority. Seller is a corporation duly
formed,  validly  existing and in good  standing  under the laws of the State of
Delaware  and is duly  qualified  to conduct its  business in the State of Ohio,
which  is  the  only  jurisdiction  where  the  conduct  of the  businesses  and
operations of the Stations requires such qualification. Seller has all requisite
corporate power and authority (i) to own, lease, and use the Assets as presently
owned,  leased,  and used, and (ii) to conduct the business or operations of the
Stations as presently  conducted.  Seller has all requisite  corporate power and
authority to execute and deliver this  Agreement and the documents  contemplated
hereby,  and  to  perform  and  comply  with  all of the  terms,  covenants  and
conditions  to  be  performed  and  complied  with  by  Seller,   hereunder  and
thereunder.

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

         3.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and  performance of this Agreement and the
documents

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<PAGE>



contemplated hereby (with or without the giving of notice, the lapse of time, or
both):  (i)  will  not  conflict  with  any  provision  of  the  Certificate  of
Incorporation  or By Laws of Seller;  (ii) will not conflict  with,  result in a
material breach of, or constitute a material default under,  any law,  judgment,
order,   ordinance,   decree,  rule,  regulation  or  ruling  of  any  court  or
governmental  instrumentality,  which is  applicable  to Seller;  (iii) will not
conflict with,  constitute  grounds for  termination  of, result in a breach of,
constitute a default  under,  or  accelerate or permit the  acceleration  of any
performance  required  by the  terms of,  any  material  agreement,  instrument,
license or permit to which  either  Seller is a party or by which  either may be
bound; or (iv) will not create any material claim,  liability,  mortgage,  lien,
pledge,  condition,  charge,  or encumbrance of any nature  whatsoever  upon the
Assets.

         3.4  Licenses.  Schedule 3.4  includes a true and complete  list of the
Licenses. Seller has delivered to Buyer true and complete copies of the Licenses
(including any and all amendments and other  modifications  thereto).  Seller is
the authorized  legal holder of the Licenses.  The Licenses  comprise all of the
licenses,  permits and other  authorizations  required from any  governmental or
regulatory  authority  for the lawful  conduct of the business or  operations of
each of the Stations as presently operated.

         3.5 Title to and  Condition  of Real  Property.  Schedule  3.5 contains
descriptions   of  all  the  Real  Property   (including  the  location  of  all
improvements  thereon),  which comprises all real property interest necessary to
conduct  the  business  or  operations  of one or both of the  Stations,  as now
conducted.  Seller  has good and  marketable  fee  simple  title,  insurable  at
standard rates, to all of the fee estates  (including the improvements  thereof)
listed in said Schedule free and clear of all liens, mortgages,

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pledges, covenants, easements, restrictions, encroachments, leases, charges, and
other claims and encumbrances of any nature whatsoever,  and without reservation
or exclusion of any mineral,  timber,  or other rights or interests,  except for
(i)  liens  for real  estate  taxes  not yet due and  payable,  (ii)  easements,
rights-of-way and restrictions of record,  none of which materially  affects the
use of such property,  and (iii) liens in favor of Seller's lenders set forth in
Schedule  3.5,  and any other  claims or  encumbrances  which are  described  in
Schedule 3.5 and annotated to indicate that such claims or encumbrances shall be
removed prior to or at Closing. To Seller's knowledge,  all towers, guy anchors,
and buildings and other  improvements,  included in the owned Assets are located
entirely  on the Real  Property  listed in Schedule  3.5 or easement  rights set
forth at Schedule 3.5. Seller has delivered to Buyer true and complete copies of
all deeds,  leases,  Title  Insurance  Policies  or other  material  instruments
pertaining  to the Real Property  (including  any and all  amendments  and other
modifications of such instruments),  all of which instruments are valid, binding
and  enforceable  in  accordance  with their  terms.  Seller is not in  material
breach,  nor to Seller's knowledge is any other party in material breach, of the
terms of any of such deeds, leases, or other instruments.

         3.6 Title to and Condition of Personal Property.  Schedule 3.6 contains
descriptions of all material items of the Personal Property, which comprises all
personal  property  used to conduct the business or operations of the Station as
now  conducted.  Except as described in Schedule  3.6,  Seller owns and has good
title to all Personal Property. None of the Personal Property owned by Seller is
subject to any security interest, mortgage, pledge, conditional sales agreement,
or other lien or encumbrance, except for (i) liens for current taxes not yet due
and payable, and (ii) any other claims or

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encumbrances  which are described in Schedule 3.6 and annotated to indicate that
such claims or encumbrances shall be removed prior to or at Closing.

         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with  advertisers  for the sale of time on one or both
the Stations for cash,  entered  into in the ordinary  course of business,  (ii)
those  employment  contracts  and  miscellaneous  service  contracts  which  are
terminable on 60 days notice or less, without penalty, and (iii) other contracts
not involving either  aggregate  liabilities  under all such contacts  exceeding
Five Thousand Dollars ($5,000) or any material  nonmonetary  obligation.  Seller
has delivered to Buyer true and complete  copies of all written  Contracts,  and
true  and  complete  memoranda  of all  oral  Contracts  (including  any and all
amendments  and  other  modifications  to such  Contracts).  All of the  Assumed
Contracts are in full force and effect,  and are valid,  binding and enforceable
in  accordance  with their terms,  except as the  enforceability  thereof may be
affected by bankruptcy,  insolvency or similar laws affecting  creditors' rights
generally,  or by court-applied  equitable  remedies.  Seller is not in material
breach,  nor to Seller's knowledge is any other party in material breach, of the
terms of any such Contracts.

         3.8  Consents.  Except for the FCC Consent  provided for in Section 6.1
and the Consents  indicated  in Schedule  3.7, no consent,  approval,  permit or
authorization  of,  or  declaration  to  or  filing  with  any  governmental  or
regulatory  authority,  or any other third party is required  (i) to  consummate
this Agreement and the transactions contemplated hereby or (ii) to permit Seller
to assign or transfer the Assets to Buyer. .

         3.9 Trademarks, Trade Names and Copyrights.  Schedule 3.9 is a true and
complete list of all copyrights,  trademarks,  trade names,  licenses,  patents,
permits,

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jingles,  privileges and other similar intangible  property rights and interests
(exclusive  of the FCC Licenses  applied for,  issued to or owned by Seller,  or
under which Seller is licensed or franchised,  and used or useful in the conduct
of the business or operations of one or both of the Stations,

         3.10 Insurance.  In Seller's reasonable  judgment,  all of the tangible
property  included  in the  Assets is  insured  under  policies  covering  risks
customarily  insured by business similar to the Stations.  Seller has heretofore
provided to Buyer a true and complete list of all  insurance  policies of Seller
which insure any part of the Assets.

         3.11  Reports.  Except where failure to do so would not have a material
adverse  effect  on the  ownership  of the  FCC  Licenses  or  operation  of the
Stations: (a) all returns, reports and statements which the Station is currently
required  to file with the FCC or with any other  governmental  agency have been
filed,  and (b) all  reporting  requirements  of the FCC and other  governmental
authorities  having  jurisdiction  thereof have been complied  with. All of such
reports, returns and statements are substantially complete and correct as filed.
The public  inspection  file of each  Station is  located  within its  principal
community  contour and is maintained,  in each case in compliance with the FCC's
rules and regulations.

         3.12  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective  bargaining  agreements  with  respect  to  the  Stations  except  as
described in Schedule  3.12 hereto.  Seller has no written or oral  contracts of
employment with any employee of the Station, other than those listed in Schedule
3.12.

         3.13 Claims,  Legal Actions.  Except as set forth in Schedule 3.16, and
except for any investigations and rule-making  proceedings  generally  affecting
the broadcasting

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industry,  there is no claim,  legal action,  counterclaim,  suit,  arbitration,
governmental investigation or other legal, administrative or tax proceeding, nor
any order,  decree or judgment,  in progress or pending,  or to the knowledge of
Seller threatened, against or relating to Seller, the Assets, or the business or
operations  of the Stations of a material  nature..  Seller knows of no claim or
litigation  pending  or  threatened  which  seeks  to  prevent  the  transaction
contemplated by this Agreement.

         3.14  Compliance  with Laws.  To the  knowledge  of Seller,  Seller has
complied in all material respects with (i) the Licenses, and (ii) all applicable
federal,  state  and local  laws,  rules,  regulations  and  ordinances.  To the
knowledge  of Seller,  neither  the  ownership  or use,  nor the  conduct of the
business  or  operations,  of the  Station  conflicts  with  rights of any other
person, firm or corporation.

                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

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

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<PAGE>



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

         4.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and  performance of this Agreement and the
documents  contemplated  hereby (with or without the giving of notice, the lapse
of time, or both):  (i) will not conflict with any provision of the  Certificate
of  Incorporation  or Bylaws of Buyer;  (ii) will not conflict  with,  result in
material breach of, or constitute a material  default under any laws,  judgment,
order,   ordinance,   decree,  rule,  regulation  or  ruling  of  any  court  or
governmental  instrumentality,  which is applicable to Buyer; and (iii) will not
conflict  with,  constitute  grounds for  termination  of,  result in a material
breach of,  constitute a default under or accelerate or permit the  acceleration
of any performance required by the terms of, any material agreement, instrument,
licenses, or permit to which Buyer is a party or by which Buyer may be bound.

         4.4 FCC Qualification. Buyer has no knowledge of any facts which would,
under present law  (including  the  Communications  Act of 1934, as amended) and
present  rules,  regulations  and practices of the FCC,  disqualify  Buyer as an
assignee of the Licenses  listed on Schedule  3.4 hereto,  or as an owner of the
Assets and/or the operator of either of the Stations

         4.5 Consents.  Except for the FCC Consent  provided for in Section 6.1,
and the Consents  indicated  in Schedule  4.5, no consent,  approval,  permit or
authorization  of,  or  declaration  to  or  filing  with  any  governmental  or
regulatory  authority,  or any other third party is required to consummate  this
Agreement and the transactions contemplated hereby.

         4.6  Litigation.  Buyer  knows  of no claim or  litigation  pending  or
threatened  which  seeks  to  prevent  the  transaction   contemplated  by  this
Agreement.


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                                    SECTION 5
                               COVENANTS OF SELLER

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

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

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

                  (2) Encumbrances. Create, assume or permit to exist any claim,
         liability, mortgage, lien, pledge, condition, charge, or encumbrance of
         any  nature  whatsoever  upon  the  Assets,  except  for (i)  those  in
         existence on the date of this Agreement, disclosed in Schedules 3.5 and
         3.6, or permitted by Section 2.4, 3.5 or 3.6 and (ii) mechanics'  liens
         and other  similar  liens  which will be removed  prior to the  Closing
         Date;

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

                  B. Affirmative Covenants.  Seller shall do the following:

                           (1) Access to Information.  Upon prior notice,  allow
         Buyer and its authorized  representatives reasonable access at mutually
         agreeable  times at Buyer's expense during normal business hours to the
         Assets and to all other

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<PAGE>



         properties, equipment, books, records, Contracts and documents relating
         to the Station for the purpose of audit and inspection,  and furnish or
         cause to be furnished to Buyer or its  authorized  representatives  all
         information  with respect to the affairs and business of the Station as
         Buyer may reasonably  request,  it being  understood that the rights of
         Buyer hereunder shall not be exercised in such a manner as to interfere
         with the  operations  of the business of Seller;  provided that neither
         the furnishing of such information to Buyer or its  representatives nor
         any  investigation  made  heretofore or hereafter by Buyer shall affect
         Buyer's rights to rely on any representation or warranty made by Seller
         in this  Agreement,  each of which  shall  survive  any  furnishing  of
         information or any investigation;

                           (2)   Maintenance  of  Assets.   Subject  to  Buyer's
         obligations  under the TBA,  maintain all of the Assets or replacements
         thereof and improvements  thereon in current  condition  (ordinary wear
         and tear excepted),  and use, operate and maintain all of the Assets in
         a reasonable  manner,  with  inventories  or spare parts and expendable
         supplies being maintained at levels consistent with past practices;

                           (3)  Insurance.   Maintain  the   existing  insurance
         policies  on  the  Station  and  the  Assets  provided  they  can be so
         maintained on a reasonable cost basis;

                           (4)  Consents.   Subject  to  Section  6.1,  use  its
         reasonable efforts to obtain the Consents;

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

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

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

                                       15


<PAGE>




                                    SECTION 6
                        SPECIAL COVENANTS AND AGREEMENTS

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

                  A. Within ten (10) days after the execution of this Agreement,
Buyer and Seller shall file with the FCC an appropriate application for purposes
of obtaining the FCC Consent.  The parties shall prosecute said application with
all  reasonable  diligence  and  otherwise  use their best efforts to obtain the
grant of such application as  expeditiously  as practicable.  If the FCC Consent
imposes any condition on any party hereto, such party shall use its best efforts
to comply with such condition unless  compliance  would be unduly  burdensome or
would have a material  adverse  effect upon it. If  reconsideration  or judicial
review is sought with respect to the FCC Consent,  Buyer and Seller shall oppose
such efforts to obtain  reconsideration  or judicial  review (but nothing herein
shall be  construed  to limit any  party's  right to  terminate  this  Agreement
pursuant to Section 9 of this Agreement).

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions  on  Buyer,  and  (ii)  compliance  by the  parties  hereto  with the
conditions (if any) imposed in the FCC Consent.

         6.2 Control of the Station.  Subject to Buyer's  obligations  under the
TBA, Buyer shall not,  directly or indirectly,  control,  supervise,  direct, or
attempt  to  control,  supervise  or  direct,  the  operations  of either of the
Stations prior to the Closing. Such

                                       16



<PAGE>



operations,  including  complete control and supervision of all of the Stations'
programs,  employees,  and policies,  shall be the sole responsibility of Seller
until the completion of the Closing  hereunder,  subject to Buyer's rights under
the TBA.

         6.3 Taxes, Fees and Expenses.  Buyer shall pay all sales,  transfer and
similar  taxes and fees,  if any,  arising  out of the  transfer  of the  Assets
pursuant to this Agreement. Except as otherwise provided in this Agreement, each
party shall pay its own expenses incurred in connection with the  authorization,
preparation,  execution,  and performance of this Agreement,  including all fees
and expenses of counsel, accountants, agents, and other representatives.

         6.4 Brokers. Buyer and Seller each represents and warrants that neither
it nor any person or entity  acting on its behalf has incurred any liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement.

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

                                       17



<PAGE>



         6.6 Cooperation. Buyer and Seller shall cooperate fully with each other
and their  respective  counsel and  accountants  in connection  with any actions
required  to be  taken  as part  of  their  respective  obligations  under  this
Agreement,  and Buyer and Seller shall  execute  such other  documents as may be
necessary or reasonably desirable to the implementation and consummation of this
Agreement,  and otherwise use their best efforts to consummate  the  transaction
contemplated hereby and to fulfill their obligations hereunder.  Notwithstanding
the  foregoing,  except as  otherwise  set forth  herein,  Buyer  shall  have no
obligation  (i) to expend funds to obtain the Consents  (other than with respect
to the filing and pursuance of the  application  to obtain the FCC Consent),  or
(ii) to agree to any adverse change in any License or Assumed Contract to obtain
a Consent required with respect thereto.
         6.7      Risk of Loss.

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

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

                                       18



<PAGE>



                  C. In the event of any  damage or  destruction  of the  Assets
described  above,  if such  Assets have not been  restored  or replaced  and the
Station's  normal and usual  transmission  resumed  within the one  hundred  and
twenty (120) day period  specified  above,  Buyer may terminate  this  Agreement
forthwith without any further obligation  hereunder by written notice to Seller.
Alternatively,  Buyer may, at its option,  proceed to close this  Agreement  and
complete  the  restoration  and  replacement  of such  damaged  Assets after the
Closing  Date,  in which  event  Seller  shall  deliver  to Buyer all  insurance
proceeds received in connection with such damage or destruction of the Assets to
the extent not  already  expended  by Seller  arising  in  connection  with such
restoration and replacement.

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

         6.8  Audit  Cooperation.  Seller  agrees  to fully  cooperate,  and use
reasonable  efforts to cause its accounting  firms to reasonably  cooperate with
Buyer and at Buyer's  expense,  to the extent  required for the Buyer to prepare
audited  financial  statements  for the  Stations  for the  period  of  Seller's
ownership thereof.

         6.9  Disqualification.  Buyer will not take,  or  unreasonably  fail to
take,  any  action  which  Buyer  knows or has  reason to know  would  cause its
disqualification  as an assignee of the Licenses listed on Schedule 3.4 or as an
owner of the Assets and/or the

                                       19



<PAGE>



operator of either of the Stations (it being understood that Buyer has an active
duty to attempt to  ascertain  what would cause such  disqualification).  Should
Buyer become aware of any such facts,  it will promptly notify Seller in writing
thereof and use its best efforts to prevent any such disqualification.

                                    SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

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

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

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

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

                                       20



<PAGE>



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

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

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

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

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

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

                  D. FCC Consent. The FCC Consent shall have been obtained.

                                       21



<PAGE>




                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

         8.1 Closing.  The Closing  shall take place at 10:00am on a date, to be
set by Buyer,  upon five (5) days  written  notice to Seller,  no later than ten
(10) days  following  the date upon which the FCC  Consent  has been issued (the
"Closing  Date"),  subject to Section 6.7 hereof.  Closing  shall be held at the
offices  of Buyer  in  Boston,  Massachusetts  or such  other  place as shall be
mutually agreed to by Buyer and Seller.

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

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

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

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


                                       22



<PAGE>




                  (d) Secretary's  Certificate.  A certificate,  dated as of the
         Closing Date, executed by Seller's  Secretary:  (i) certifying that the
         resolutions, as attached to such certificate, were duly adopted by such
         Seller's Board of Directors, authorizing and approving the execution of
         this  Agreement  by  Seller  and the  consummation  of the  transaction
         contemplated  hereby and that such resolutions remain in full force and
         effect;  and (ii) providing,  as attachments  thereto, a certificate of
         legal existence certified by appropriate state officials;  as of a date
         not more than fifteen (15) days before the Closing Date and by Seller's
         Secretary as of the Closing Date, and a copy of Seller's Certificate of
         Incorporation and By Laws as in effect on the date hereof, certified by
         Seller's Secretary as of the Closing Date;

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

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

                  (a)  Purchase  Price.  The Buyer  shall  deliver to Seller the
         Notes marked "Paid -- Satisfied in Full";

                  (b) Assumption  Agreements.  Appropriate assumption agreements
         pursuant to which Buyer shall assume and undertake to perform  Seller's
         obligations as provided in Section 2.4;

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


                                       23



<PAGE>




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

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


                                    SECTION 9
                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

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

                  (b) If the  application  for  FCC  Consent  shall  be set  for
         hearing by the FCC for any reason;

                  (c) If the  Closing  shall  not  have  occurred  on or  before
         December 31, 1997; or.

                  (d) As provided in Section 6.7(c) and Section 6.7(d) hereof.

                                       24



<PAGE>



Upon  termination:  (i) if  neither  party  hereto is in breach of any  material
provision  of this  Agreement,  the  parties  hereto  shall not have any further
liability  to each  other;  (ii) if Seller  shall be in  breach of any  material
provision  of this  Agreement,  Buyer  shall have only the  rights and  remedies
provided  in Section  9.3 or (iii) if Buyer  shall be in breach of any  material
provision of this  Agreement,  Seller shall be entitled  only to actual  damages
incurred as a result of such breach.

         9.2  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages alone will not be adequate.  Buyer shall therefore be entitled to obtain
specific  performance  of the terms of this  Agreement.  In the  event  specific
performance  is not  available  or granted to Buyer,  Buyer shall be entitled to
seek, in the alternative, money damages.

         9.3 Expenses Upon  Default.  In the event of any action to enforce this
Agreement,  Seller hereby waives the defense that there is an adequate remedy at
law. In the event of a default by a party hereto (the "Defaulting  Party") which
results in the filing of a lawsuit for damages,  specific performance,  or other
remedy  the  other  party  (the  "Nondefaulting  Party")  shall be  entitled  to
reimbursement  by the  Defaulting  Party of  reasonable  legal fees and expenses
incurred  by the  Nondefaulting  Party  in the  event  the  Nondefaulting  Party
prevails.


                                   SECTION 10
                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties.  Any  investigations  by or on behalf of any party  hereto shall not
constitute  a  waiver  as to  enforcement  of  any  representation  or  warranty
contained  herein,  except  that  insofar  as any  party  has  knowledge  of any
misrepresentation  or  breach of  warranty  at  Closing  and such  knowledge  is
documented in writing at Closing, such party shall be deemed to have waived such
misrepresentation or breach.


                                       25



<PAGE>



         10.2 Indemnification by Seller. Subject to the terms and understandings
provided for in the TBA, Seller shall indemnify and hold Buyer harmless  against
and with respect to, and shall reimburse Buyer for:

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

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

                  (c) Any and all losses,  liabilities or damages resulting from
         Seller's  operation or  ownership  of the Station  prior to the Closing
         Date,  including,  without limitation,  any and all liabilities arising
         under the  Licenses or the  Assumed  Contracts  which  relate to events
         occurring prior to the Closing Date; and

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

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


                                       26



<PAGE>



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

                  (b) Any and all  obligations  assumed by Buyer pursuant to the
         terms hereof;

                  (c) Any and all losses,  liabilities or damages resulting from
         Buyer's  operation  or ownership of the Station on or after the Closing
         Date,  including,  without  limitation,  any  and  all  liabilities  or
         obligations  arising under the Licenses or the Assumed  Contracts which
         relate to events occurring after the Closing Date or otherwise  assumed
         by Buyer under this Agreement; and

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

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


                                       27



<PAGE>



                  A. The party  claiming the  indemnification  (the  "Claimant")
shall  promptly  give notice to the party from whom  indemnification  is claimed
(the "Indemnifying  Party") of any claim, whether between the parties or brought
by a third party,  specifying in reasonable  detail, to the extent known (i) the
factual  basis for such  claim,  and (ii) the amount of the claim.  If the claim
relates  to an  action,  suit  or  proceeding  filed  by a third  party  against
Claimant,  such  notice  shall be given by  Claimant  within five (5) days after
written  notice  of such  action,  suit or  proceeding  was  given to  Claimant.
Notwithstanding  the  foregoing,  any delay in  providing  such notice shall not
affect the Claimant's  rights  hereunder  except to the extent the  Indemnifying
Party is actually prejudiced by such delay.

                  B.  Following  receipt of notice from the Claimant of a claim,
the Indemnifying Party shall have thirty (30) days to make such investigation of
the claim as the  Indemnifying  Party  deems  necessary  or  desirable.  For the
purposes of such  investigation,  the Claimant  agrees to make  available to the
Indemnifying  Party  and/or its  authorized  representative(s)  the  information
relied upon by the Claimant to  substantiate  the claim. If the Claimant and the
Indemnifying  Party agree at or prior to the  expiration of said thirty (30) day
period (or any  mutually  agreed upon  extension  thereof) to the  validity  and
amount of such  claim,  or if the  Indemnifying  Party does not  respond to such
notice,  the Indemnifying  Party shall  immediately pay to the Claimant the full
amount of the claim.  If the  Claimant and the  Indemnifying  Party do not agree
within said period (or any mutually agreed upon extension thereof), the Claimant
may seek appropriate legal remedy.


                                       28



<PAGE>



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

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

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

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

         10.5 Effect of the TBA.  Notwithstanding  anything in this Agreement to
the contrary, Seller shall not be obligated to indemnify and hold harmless Buyer
and   its   shareholders,   directors,   officers,   partners,   employees   and
representatives  from and against,  or to reimburse Buyer and its  shareholders,
directors,  officers,  partners,  employees and representatives for, any losses,
liabilities or damages arising out of, based

                                       29



<PAGE>



upon, or resulting from (I) the inaccuracy of any  representation  or warrant of
Seller which is contained herein or made pursuant to the terms hereof,  if Buyer
has or obtains  Knowledge (as hereinafter  defined) of such inaccuracy (a) as of
the date hereof or (b)  between  the date  hereof and the  Closing  Date or (ii)
Seller's  breach of or failure to perform  any of its  covenants  or  agreements
contained  herein or made pursuant to the terms hereof,  if Buyer's  obligations
under the TBA require  Buyer to take the action which would serve as a basis for
a claim by Buyer that  Seller  had  breached  or failed to  perform  any of such
covenants or  agreements.  In addition to the  foregoing,  and not in limitation
thereof,  to the extent that the TBA and this  Agreement are  inconsistent  with
each other as to the liability and  obligations of Buyer and Seller with respect
to the business and  operation of the Stations and the Assets,  the terms of the
TBA  shall  govern.  As used in this  section,  Buyer  shall be  deemed  to have
"Knowledge"  of a  particular  fact or other  matter  if any  individual  who is
serving  as a  director,  officer  or  employee  of Buyer is  actually  aware or
reasonably  should  be  aware of such  fact or other  matter  by  virtue  of the
performance of his duties for Buyer in connection with the TBA.

                                   SECTION 11
                                  MISCELLANEOUS

         11.1 Notices. All notices,  demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (i) in writing, (ii)
delivered  by  personal  delivery,  or sent by  commercial  delivery  service or
registered  or  certified  mail,  return  receipt  requested,  or  by  facsimile
transmission, with receipt confirmation, (iii)

                                       30



<PAGE>



deemed to have been given on the date of personal delivery or the date set forth
in the  records  of the  delivery  service or on the  return  receipt,  and (iv)
addressed as follows:

If to Seller:                       New Generation Broadcasting, Inc.



                                    Attn:


with a copy                         David R. Bart, Co., LPA
(which shall not                    6776 Loop Road
constitute notice) to:              Centerville, OH  45459
                                    Fax: (513) 438-1207

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

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

         11.2 Benefit and Binding  Effect.  Neither party hereto may assign this
Agreement  without the prior written  consent of the other party  hereto,.  This
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective successors and permitted assigns.

         11.3 Governing Law. This Agreement  shall be governed,  construed,  and
enforced in accordance with the laws of the Commonwealth of Massachusetts.

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

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

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

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

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

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

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


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

         SELLER:                            NEW GENERATION BROADCASTING, INC.



                                            By: ________________________________



         BUYER:                             AMERICAN RADIO SYSTEMS CORPORATION



                                            By: ________________________________
                                                          Title:



ASSTWXEG.DOC

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                      SCHEDULES TO ASSET PURCHASE AGREEMENT


2.2      Excluded Assets

3.4      Licenses

3.5      Real Property

3.6      Personal property

3.7      Assumed Contracts

3.9      Trademarks; trade names; copyrights

3.16     Claims; legal actions

8.2      Opinion of Seller's General and FCC Counsels

8.3      Opinion of Buyer's General Counsel







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