EXHIBIT 10.92




                            ASSET PURCHASE AGREEMENT


                  THIS ASSET  PURCHASE  AGREEMENT is made and entered into as of
August 9, 1996  (this  "Agreement"),  by and among and  AMERICAN  RADIO  SYSTEMS
LICENSE CORP., a Delaware corporation ("License Corp."),  AMERICAN RADIO SYSTEMS
CORPORATION,  a Delaware  corporation  ("ARS")  (License  Corp. and ARS shall be
referred to collectively herein as "Seller"), and MEGA BROADCASTING CORPORATION,
A New Jersey corporation, or its assignee ("Buyer"):


                                   WITNESSETH:

                  WHEREAS,  License Corp. is the licensee of and operates  radio
station WNEZ(AM), New Britain,  Connecticut (the "Station") pursuant to licenses
issued by the Federal Communications Commission (the "FCC") and ARS owns all the
assets used and useful in connection with the Station; and

                  WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
purchase  from  Seller,  substantially  all of the  assets  used and  useful  in
connection  with the  operation of the Station,  all on the terms and subject to
the conditions set forth herein.

                  NOW, THEREFORE, in consideration of the foregoing premises and
the mutual  covenants and agreements  hereinafter set forth, the parties hereto,
intending to be legally bound, hereby agree as follows:


                                    ARTICLE 1
                               PURCHASE OF ASSETS

         1.1 Transfer of Assets.  On the Closing Date (as hereinafter  defined),
subject to the conditions contained herein, Seller shall sell, assign,  transfer
and convey to Buyer,  and Buyer shall  purchase from Seller,  all of the assets,
properties,  interests and rights of Seller of whatsoever kind and nature,  real
and personal,  tangible and intangible,  which are used and useful in connection
with  the  operation  of  the  Station  (collectively,  the  "Station  Assets"),
including,  but not limited to, the following (but excluding the Excluded Assets
specified in Section 1.2 hereof:

                  (a) All licenses, permits and other authorizations relating to
the  Station  issued  to  License  Corp.  by the FCC or any  other  governmental
authority  on  or  prior  to  the  Closing  Date,   together  with  renewals  or
modifications thereof, including,  without limitation, the licenses, permits and
authorizations listed on Schedule l.l(a) attached hereto (the licenses,  permits
and authorizations


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issued by the FCC collectively are referred to herein as the "FCC Licenses"; the
FCC Licenses and the licenses,  permits and other  authorizations  issued by any
other governmental authority collectively are referred to herein as the "Station
Licenses");

                  (b) All  equipment,  office  furniture  and  fixtures,  office
materials and supplies, inventory and other tangible personal property, of every
kind and description, owned or used by Seller with respect to the Station on the
date hereof,  together with any  additions  thereto made between the date hereof
and the Closing Date, and less any retirements or  dispositions  thereof made in
the ordinary  course of business  between the date hereof and the Closing  Date,
including,  without limitation, the property listed on Schedule 1.1 (b) attached
hereto, (collectively, the "Tangible Personal Property");

                  (c) All of Seller's  right,  title and interest in and to each
contract, agreement and lease, written or oral, relating to the operation of the
Station  listed  in  Schedule  1.1 (c)  hereto,  together  with  all  contracts,
agreements and leases entered into or acquired by Seller between the date hereof
and the  Closing  Date which Buyer  agrees in writing to assume (as  hereinafter
defined) (collectively, the "Contracts");

                  (d) All of Seller's  right,  title and  interest in and to the
call letters "WNEZ" and all trademarks,  trade names, service marks, franchises,
copyrights,  including registrations and applications for registration of any of
them,  jingles,  logos and  slogans  used in the  conduct  of the  business  and
operation of the Station and either owned by Seller or licensed to Seller on the
date hereof,  together with any  associated  goodwill and any additions  thereto
between the date hereof and the Closing Date, including but not limited to those
described on Schedule 1.1 (d) attached hereto  (collectively,  the "Intellectual
Property"), to the extent Seller has assignable rights therein;

                  (e) All of the real property,  including  transmission towers,
owned by Seller and used in  connection  with the Station on the date hereof and
Seller's  right,  title  and  interest  in  and  to  any  buildings,   fixtures,
improvements,  transmission  towers and other real  property  owned or leased by
Seller in  connection  with the Station,  together  with any  additions  thereto
between the date hereof and the Closing Date, including but not limited to those
described  on  Schedule  l.l(e)  attached   hereto   (collectively,   the  "Real
Property");

                  (f) All files,  records,  and books of account relating to, or
which  are  located  at  the  premises  of,  the  Station,  including,   without
limitation,  programming  information  and studies,  technical  information  and
engineering data, news and advertising studies or consulting reports,  marketing
and demographic data, sales  correspondence,  lists of advertisers,  promotional
materials,  credit and sales  reports  and filings  with the FCC,  copies of all
written contracts to be assigned hereunder, logs, the public inspection file and
all software programs used in connection with the operation of the Station.

                  The  Station  Assets  shall be  transferred  to Buyer free and
clear of all liens, encumbrances,  debts, security interests, mortgages, trusts,
claims, pledges, conditional sales agreements, charges, covenants, conditions or
restrictions  of any kind  (collectively,  "Liens"),  except  for (i)  rights of
lessors,  co-lessees or  sublessees  which are reflected in the leases listed in
Schedule 1.1 (e), (ii) current taxes or governmental  assessments,  charges,  or
claims, the payment of which are not yet due and payable,  (iii) statutory liens
of landlord and liens of carriers, warehousemen,

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materialmen  and other  similar  persons  and other  similar  persons  and other
imposed by applicable law, rule or regulation incurred in the ordinary course of
business for sums not yet  delinquent;  (iv) liens  relating to deposits made in
the ordinary  course of business in  connection  with worker's  compensation  or
employment insurance and other types of social security;  and (v) liens incurred
in the ordinary  course of business  (e.g.,  equipment  lease  encumbrances  and
installment sale contract liens) ("Permitted Liens"), all of which are listed in
Schedule 1.1.

         1.2 Excluded Assets. Notwithstanding anything to the contrary contained
herein, it is expressly  understood and agreed that the Station Assets shall not
include the following  assets along with all right,  title and interest  therein
(collectively, the "Excluded Assets"):

                  (a) All cash, cash  equivalents or similar type investments of
Seller,  such as  certificates of deposit,  Treasury bills and other  marketable
securities on hand and/or in banks;

                  (b) All  contracts  or  agreements  to which Seller is a party
that (i) have been terminated in accordance herewith, (ii) have expired prior to
the  Closing  Date,  or (iii)  Buyer has not  assumed  pursuant  to the terms of
Section 2.1 hereof;

                  (c) Seller's corporate seal, minute books,  charter documents,
corporate  stock record books and such other books and records as pertain to the
organization,  existence or share  capitalization of Seller and duplicate copies
of such records as are  necessary  to enable  Seller to file its tax returns and
reports as well as any other records or materials  relating to Seller  generally
and not involving the Station's operations;

                  (d) All pension,  profit sharing or cash or deferred  (Section
401 (k)) plans and trusts and the assets thereof and any other employee  benefit
plan or arrangement and the assets thereof, if any maintained by Seller;

                  (e)  Contracts  of  insurance  and all  insurance  proceeds or
claims made by Seller  relating to property or equipment  repaired,  replaced or
restored by Seller prior to the Closing Date;

                  (f)  Any  and  all  claims  made by  Seller  with  respect  to
transactions  prior to the Closing Date and the proceeds thereof,  except claims
with  respect to  obligations  to be assumed by Buyer  pursuant  to Section  2.1
hereof;

                  (g) All trade or  barter  agreements,  but only to the  extent
they  have a  negative  trade or  barter  balance  in  excess  of  $1,000 in the
aggregate;

                  (h) All accounts  receivable relating to or arising out of the
operation of the Station prior to the Closing Date;

                  (i) All other rights, interests or intangible assets of Seller
which are not used in the operation of the Station; and

                  (j) Any books and records  relating  to any of the  foregoing,
except to the extent that Buyer wishes to make, at its expense, a duplicate copy
of such  materials  in order to  facilitate  its  operation  of the  Station and
conduct of its business.

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                                    ARTICLE 2
                            ASSUMPTION OF OBLIGATIONS

         2.1  Assumption  of  Obligations.  Subject  to the  provisions  of this
Section  2.1,  Section 2.2 and Section  3.5,  on the Closing  Date,  Buyer shall
assume and undertake to pay, satisfy or discharge the  liabilities,  obligations
and  commitments  of Seller  arising or to be  performed on or after the Closing
Date under the Contracts, except obligations which arise or result from a breach
by Seller of, or a default by Seller  under,  any Contract  prior to the Closing
Date. All of the foregoing assumed liabilities and obligations shall be referred
to herein collectively as the "Assumed Liabilities."

         2.2  Retained  Liabilities.  Except as set forth in Section 2.1 hereof,
Buyer  expressly does not, and shall not,  assume or be deemed to assume,  under
this Agreement or otherwise by reason of the transactions  contemplated  hereby,
any  liability,  obligation,  commitment,  undertaking,  expense or agreement of
Seller of any  nature  whatsoever,  whether  known or  unknown  or  absolute  or
contingent.  All of such liabilities and obligations shall be referred to herein
collectively as the "Retained  Liabilities."  Without limiting the generality of
the foregoing, it is understood and agreed that Buyer is not agreeing to assume,
and shall  not  assume,  any  liability  or  obligation  of  Seller to  Seller's
employees,  including  without  limitation  any such  liability or obligation in
respect of wages, salaries, bonuses, accrued vacation or sick pay.


                                    ARTICLE 3
                                  CONSIDERATION

         3.1 Purchase Price

                  In consideration for the transfer of the Station Assets, Buyer
shall pay the sum of SEVEN HUNDRED AND FIFTY THOUSAND  DOLLARS  ($750,000)  (the
"Purchase Price") to Seller, plus or minus any adjustment to be made pursuant to
Section 3.5 hereof, and assume the Assumed Liabilities.

         3.2 Deposit.

                  (a) Buyer has  deposited  with First  Liberty  Bank located in
Washington,  D.C.  ("Escrow  Agent"),  pursuant to a mutually  agreeable  escrow
agreement,  the sum of SEVENTY FIVE THOUSAND DOLLARS  ($75,000),  in immediately
available funds, as a credit against the Purchase Price (the "Deposit").

                  (b) If this Agreement is terminated  pursuant to Section 13 .1
(d),  and  Seller is not then in  default  of this  Agreement,  Seller  shall be
entitled  to the  Deposit,  and all  interest  accrued  thereon,  as  liquidated
damages.  It is  understood  and  agreed  that  such  liquidated  damage  amount
represents  the  parties'  reasonable  estimate  of actual  damages and does not
constitute  a penalty.  Recovery  of  liquidated  damages  shall be the sole and
exclusive remedy of Seller if Buyer fails to

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perform or  breaches  any of its  obligations,  representations,  warranties  or
duties under this  Agreement  and shall be  applicable  regardless of the actual
amount of damages sustained.

                  (c) In the event this  Agreement is terminated  for any reason
other than as set forth in Section  13.1 (d),  Escrow  Agent  shall  immediately
return the Deposit, plus all interest earned thereon, to Buyer.

                  (d)  In  the  event   Buyer   consummates   the   transactions
contemplated  hereby,  the  Deposit  shall be applied to the  Purchase  Price at
Closing and all interest earned thereon shall be released to Buyer.

         3.3 Payment of Purchase Price. At Closing, Buyer shall pay the Purchase
Price as follows:

                  (a) Buyer  shall  instruct  the Escrow  Agent to  release  the
Deposit to Seller,  less all interest  earned thereon which shall be returned to
Buyer.

                  (b) Buyer shall pay to Seller Six  Hundred  and  Seventy  Five
Thousand Dollars  ($675,000),  by wire transfer of immediately  available funds,
plus or minus any adjustment to be made pursuant to Section 3.5 hereof

         3.4 Allocation of Purchase Price. The Purchase Price shall be allocated
as mutually agreed upon by Buyer and Seller as depicted on Schedule 3.4 hereof

         3.5 Proration of Income and Expenses/Trade Agreements.

                  (a)  Except as  otherwise  provided  herein,  all  income  and
expenses  arising from the conduct of the business and  operation of the Station
shall be prorated between Buyer and Seller in accordance with generally accepted
accounting  principles  as  of  11:59  p.m.,   Connecticut  time,  on  the  date
immediately  preceding the Closing Date. Such prorations shall include,  without
limitation,  all ad valorem, real estate and other property taxes (but excluding
taxes  arising by reason of the transfer of the Station  Assets as  contemplated
hereby,  which,  shall be paid as set forth in  Article  11 of this  Agreement),
business and license fees, music and other license fees, utility expenses, rents
and  similar  prepaid and  deferred  items  attributable  to the  ownership  and
operation of the  Station.  Revenues,  expenses,  taxes,  costs and  liabilities
earned or incurred in  connection  with  particular  programs and  announcements
shall be allocated to the time of performance of such programs and announcements
without  regard  to  the  date  of  payment  therefor.  Salaries,  wages,  sales
commissions,  fringe  benefit  accruals and  termination  or  severance  pay for
Seller's  employees shall not be pro-rated but shall be the sole  responsibility
of Seller.

                  (b)  The  prorations  and  adjustments  contemplated  by  this
Section,  to the extent  practicable,  shall be made on the Closing  Date. As to
those prorations and adjustments not capable of being ascertained on the Closing
Date,  an adjustment  and proration  shall be made within sixty (60) days of the
Closing  Date.  In the event of any  disputes  between  the  parties  as to such
adjustments,  the amounts not in dispute shall  nonetheless be paid at such time
and  such  disputes  shall  be  resolved  by  an  independent  certified  public
accountant mutually acceptable to the parties, and the fees and expenses of such
accountant shall be paid one-half by Seller and one-half by Buyer.

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The decision of such accountant  shall be conclusive and binding on the parties.
All  prorations  and  adjustments  made on the Closing Date shall be paid in the
form of an increase or decrease of the amount  payable by Buyer at the  Closing.
All prorations and adjustments  made after the Closing shall be paid within five
(5) business days of receipt of notice of the determination thereof.

                  (c) If on the Closing  Date Seller has any  obligation  to air
announcements  or pre-paid  programming  on the Station  after the Closing under
trade or other agreements executed by Seller prior to the Closing,  the Purchase
Price shall be reduced by an amount equal to the  remaining  face amount of said
agreements but only to the extent such amount exceeds $1,000 in the aggregate.


                                    ARTICLE 4
                              GOVERNMENTAL CONSENTS


         4.1 FCC Consent. It is specifically  understood and agreed by Buyer and
Seller that  consummation of the transactions  contemplated  hereby is expressly
conditioned on and is subject to the prior consent and approval of the FCC ("FCC
Consent")  without the  imposition of any  conditions on the transfer of the FCC
Licenses which would require Buyer to sell any radio station or which  otherwise
reasonably  is  expected  to have a material  adverse  effect on the  results of
operations of Buyer.

         4.2 FCC  Application.  Within five (5) business days after execution of
this  Agreement,  the  parties  shall  file  with  the  FCC an  application  for
assignment of the FCC Licenses ("FCC  Application") from License Corp. to Buyer.
The parties shall  thereafter  prosecute the FCC Application with all reasonable
diligence and otherwise use commercially  reasonable efforts to obtain the grant
of the FCC Application as  expeditiously as practicable (but no party shall have
any  obligation  to satisfy  complainants  or the FCC by taking any steps  which
would have a material  adverse effect on the results of operations of a party or
any  affiliated  entity).  If the FCC Consent  imposes any  condition on a party
hereto, such party shall use commercially reasonable efforts to comply with such
condition;  provided,  however,  that no party  shall be required  hereunder  to
comply  with any  condition  that would have a  material  adverse  effect on the
results of operations of such party or any affiliated entity. If reconsideration
or judicial review is sought with respect to the FCC Consent, the party affected
shall  use   commercially   reasonable   efforts  to  oppose  such  efforts  for
reconsideration or judicial review;  provided,  however, such party shall not be
required to take any action  which would have a material  adverse  effect on the
results of operations of such party or any  affiliated  entity.  Nothing in this
Section  4.2 shall be  construed  to limit a  party's  right to  terminate  this
Agreement pursuant to Article 13 hereof.


                                    ARTICLE 5
                                     CLOSING

         5.1 Closing Date.  Except as otherwise  mutually  agreed upon by Seller
and  Buyer,  the  consummation  of the  transactions  contemplated  herein  (the
"Closing") shall occur within ten (10) business days after the FCC Consent shall
have become a Final Order (as hereinafter defined) (the "Closing Date"). As used
herein, the term "Final Order" means a written action or order issued by

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the FCC  setting  forth the FCC  Consent  and (a)  which has not been  reversed,
stayed,  enjoined,  set aside,  annulled or  suspended,  and (b) with respect to
which (i) no requests  have been filed for  administrative  or judicial  review,
reconsideration,  appeal or stay,  and the time for filing any such requests and
for  the  FCC  to  set  aside  the  action  on  its  own  motion  (whether  upon
reconsideration  or  otherwise)  has  expired,  or (ii) in the event of  review,
reconsideration  or appeal,  the time for  further  review,  reconsideration  or
appeal has expired.  Notwithstanding  the foregoing,  Buyer may elect to proceed
with the Closing upon public notice of the grant of FCC Consent but prior to the
date on which the FCC  Consent  shall have  become a Final  Order upon ten ( 10)
days  written  notice  to  Seller.  All  actions  taken at the  Closing  will be
considered  as having  been taken  simultaneously  and no such  actions  will be
considered to be completed until all such actions have been completed.

         5.2  Closing  Place.  The  Closing  shall be held at such  place as the
parties hereto may agree.


                                    ARTICLE 6
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         License Corp. and ARS, jointly and severally,  represent and warrant to
Buyer as follows:

         6.1  Organization  and  Qualifications.  Both License Corp. and ARS are
corporations  duly  organized,  validly  existing and in good standing under the
laws of the State of Delaware and have the requisite corporate power to carry on
their business as it is now being conducted.

         6.2 Authority.

                  (a)  License  Corp.  and ARS have  full  corporate  power  and
authority  to execute  and  deliver  this  Agreement  and all other  agreements,
documents,  certificates and instruments  delivered or to be delivered hereunder
by Seller (this Agreement and such other agreements, documents, certificates and
instruments are referred to herein collectively as the "Seller  Documents"),  to
perform  its  obligations   thereunder,   and  to  consummate  the  transactions
contemplated  thereby.  The  execution  and delivery of the Seller  Documents by
Seller and the consummation by Seller of the transactions  contemplated  thereby
have been, or will be prior to the Closing,  as the case may be, duly authorized
by all necessary corporate action on the part of each Seller. Each of the Seller
Documents  has been,  or at or prior to the Closing will be, as the case may be,
duly executed and delivered by each Seller and constitute, or will constitute at
the  Closing,  as the case may be, a valid and  binding  obligation  of  Seller,
enforceable against Seller in accordance with its respective terms.

                  (b)  The  execution  and  delivery  by  Seller  of the  Seller
Documents  does  not or will  not,  and  the  consummation  of the  transactions
contemplated  thereby will not, (i) conflict  with, or result in a violation of,
any provision of the Articles of Incorporation or Bylaws of either Seller,  (ii)
constitute or result in a breach of or default (or an event which with notice or
lapse of time,  or both,  would  constitute a default)  under,  or result in the
termination  or suspension  of, or accelerate  the  performance  required by, or
result in a right of termination,  cancellation or acceleration of any Contract,
(iii) create any Lien upon any of the Station  Assets,  or (iv)  constitute,  or
result in, a

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violation of any judgment,  ruling, order, writ,  injunction,  decree,  statute,
law,  rule or  regulation  applicable  to Seller or any of their  properties  or
assets.

                  (c) No consent,  approval,  order or authorization  of, notice
to, or  registration,  declaration  of filing with, any  governmental  entity is
necessary in connection with the execution and delivery of the Seller  Documents
by  Seller or the  consummation  of the  transactions  contemplated  thereby  by
Seller, except for filing required documents with the FCC.

         6.3      [INTENTIONALLY LEFT BLANK]

         6.4  Station  Licenses.  Schedule  l.l (a)  hereto  contains a true and
complete list of the Station  Licenses.  License Corp. is the  authorized  legal
holder of the Station Licenses. The Station Licenses are in good standing and in
full force and effect. The Station Licenses are all of the licenses,  permits or
other authorizations from governmental and regulatory  authorities  necessary to
operate the Station.  License Corp. is operating the Station and its  facilities
in material  accordance with the Station Licenses,  the FCC's rules and policies
and good engineering practices. No proceedings are pending or threatened, nor do
any facts exist which may result in the revocation, modification, non-renewal or
suspension of any of the Station Licenses,  the denial of any of License Corp.'s
pending applications, the issuance of any cease and desist order, the imposition
of any  administrative  actions by the FCC with  respect to the FCC  Licenses or
which may affect Buyer's  ability to operate the Station in accordance  with the
Station  Licenses and the FCC's rules and  regulations.  The Station's tower and
transmitting  facilities are in good repair and structurally  sound, and possess
all necessary lighting and markings to comply with applicable rules of the FCC.

         6.5 Tangible Personal Property.  Schedule l.l(b) hereto contains a true
and  complete  list of the Tangible  Personal  Property.  The Tangible  Personal
Property which is leased is identified as such on Schedule 1.1 (b). The Tangible
Personal Property is all of the tangible personal property  necessary to operate
the Station in the manner in which it is presently  operated.  Seller (a) is the
lawful  owner of all of the Tangible  Personal  Property it purports to own, (b)
has valid leasehold  interests in the Tangible  Personal Property it purports to
lease, and (iii) has valid license rights (whether as a licensor or licensee) in
the  Tangible  Personal  Property it purports to license,  in all cases free and
clear of any Liens,  except for Permitted  Liens and Liens disclosed in Schedule
6.5 attached hereto. Seller has delivered to Buyer a true, accurate and complete
copy of each  lease,  license or  sublicense  regarding  any  Tangible  Personal
Property leased,  licensed or sublicensed by Seller.  The transmitting and tower
facilities  of the  Station  included  in the  Tangible  Personal  Property  are
currently maintained and shall be maintained in accordance with good engineering
practice and in material  compliance with applicable FCC rules and  regulations.
The  Station  currently  complies  with and shall  continue  to comply  with all
material  engineering  requirements as set forth in its FCC authorizations,  and
Seller shall take all material steps  necessary to insure  continued  compliance
therewith.

         6.6 Contracts. Schedule 1.l(c) hereto contains a true and complete list
of all of the Contracts. Seller is not in violation or breach of, nor has Seller
received in writing any claim or threat  that it has  breached  any of the terms
and conditions of, any Contract.  Neither  Seller nor, to their  knowledge,  any
other party to any Contract is in default  thereunder or in breach of a material
provision thereof.  Seller has delivered to Buyer a true,  accurate and complete
copy of each Contract,  including all amendments,  supplements or  modifications
thereto or waivers thereunder. Except as

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set forth on Schedule 6.6 attached hereto, neither the execution and delivery by
Seller of this  Agreement  nor the  consummation  by Seller of the  transactions
contemplated  under  this  Agreement  requires  the  consent  of any  party to a
Contract.

         6.7 Intellectual  Property.  Schedule I.I(d) hereto contains a true and
complete list of all  Intellectual  Property  (excluding  intellectual  property
included in the  Excluded  Assets and referred to in Section  1.2).  None of the
Intellectual  Property  was  granted  to Seller  pursuant  to any  licensing  or
sublicensing  agreement  under which Seller is the licensee or the  sublicensee.
Except for the fact that the Station is operated together with stations WACH and
WZMX, which are not being assigned to Buyer, the Intellectual Property is all of
the  intellectual  property  necessary  to operate  the Station in the manner it
currently  is  operated.  No person  has a right to receive a royalty or similar
payment in respect of any  Intellectual  Property  pursuant  to any  contractual
arrangements entered into by Seller.  Seller has not granted to any other person
any  right  to use  the  Intellectual  Property  pursuant  to any  licensing  or
sublicensing  agreement.  Seller's  use of the  Intellectual  Property  does not
infringe  upon or otherwise  violate the rights of any third party in or to such
Intellectual  Property  or the  asserted  proprietary  rights of others,  and no
notices  have been  received by Seller  that  Seller's  use of the  Intellectual
Property  infringes upon or otherwise violates any rights of a third party in or
to  the  Intellectual   Property  or  the  proprietary  rights  of  others.  The
Intellectual Property owned by Seller is free and clear of any Liens, except for
Permitted Liens and the Liens described in Schedule 6.5 attached hereto.

         6.8 Employee and Labor Relations.

                  (a) Insofar as the Station is concerned, Seller is not a party
to any contract with any labor organization,  nor has Seller agreed to recognize
any  union or  other  collective  bargaining  unit,  nor has any  union or other
collective  bargaining  unit been  certified  as  representing  any of  Seller's
employees.   There  are  no  organizational  efforts  currently  being  made  or
threatened  by or on behalf of any labor  union  with  respect to  employees  of
Seller at the  Station.  There are no present or  threatened  work  stoppages or
labor difficulties relating to the employees of Seller at the Station.

                  (b) Seller has not promised to any  employee of either  Seller
that Buyer  will be hiring  any such  employee  or  otherwise  made any offer of
employment to any employee of the either Seller on behalf of Buyer.

                  (c) Seller hereby  covenants  that all employees of the Seller
at the Station shall be terminable, without liability to Buyer, on and as of the
Closing  Date,  and that Buyer  will have no  liability  to any  present or past
employee of the Station for retirement,  pension, bonus, termination,  vacation,
or other pay, or for hospitalization,  major medical, life or other insurance or
other employee benefits.

         6.9  Compliance  With Law. The Station  Assets and the operation of the
Station  are  in  material  compliance  with  all  applicable  statutes,   laws,
ordinances, regulations, rules or orders of any foreign, federal, state or local
government,  governmental department or agency,  including,  without limitation,
all foreign,  federal, state and local energy, public utility,  zoning, building
code, health, employee safety, and OSHA requirements.

         6.10  Brokers.  Seller has not retained any broker in  connection  with
this transaction.

                                      - 9 -

<PAGE>




         6.11 No Litigation. There is no litigation, proceeding or investigation
pending or, to Seller's knowledge,  threatened against it in any federal,  state
or local court or before any administrative agency or arbitrator,  or before any
other tribunal duly authorized to resolve disputes, or which seeks to enjoin any
action taken or to be taken pursuant in connection with this Agreement.

         6.12 Real Properties.

                  (a) Schedule  1.1 (e)  attached  hereto is a true and complete
list of all Real  Property.  Seller has  delivered  to Buyer a true and complete
copy of the leases for the leased Real Property.

                  (b)  Seller  has  good  and  marketable  title  in fee  simple
absolute to the Real Property it purports to own and valid  leasehold  interests
in the Real Property it purports to lease,  free and clear of all Liens,  except
for Permitted Liens and liens described in Schedule 6.5 attached hereto.

                  (c) No Real  Property  lies in an area  which  is,  or, to the
knowledge  of  Seller,  will be,  subject  to  zoning,  use,  or  building  code
restrictions which would prohibit the continued effective leasing or use of such
Real Property in the radio  broadcasting  business.  Seller enjoys  peaceful and
material undisturbed possession under all leases of leased Real Property and all
of such leases are valid and in full force and effect. To Seller's knowledge, no
other  party to any lease for the Real  Property  is in  default  thereunder  or
breach thereof.

                  (d) To the best of Seller's knowledge, there are no pending or
threatened condemnation proceedings relating to any Real Property.

         6.13 Termination of Business  Relationships.  No supplier of Seller and
no person  presently  a customer,  agent,  independent  contractor,  licensor or
licensee of Seller,  has notified Seller of any intention to cancel or otherwise
terminate its business relationship with Seller relating to the Station.

         6.14 Environmental Matters.

                  (a) The term "Hazardous  Materials"  shall mean any substance,
material,  liquid or gas defined or  designated as hazardous or toxic (or by any
similar  term)  under any  Environmental  Law,  including,  without  limitation,
petroleum products and friable materials containing more than one percent (1.0%)
asbestos by weight.

                  (b)  "Environmental  Law" shall mean any  federal,  state,  or
local  law,  ordinance,  order,  rule,  or  regulation  relating  to  pollution,
protection of the environment, or actual or threatened releases,  discharges, or
emissions into the environment.

                  (c) The  term  "Environmental  Condition"  shall  refer to any
contamination  or damage to the  environment  caused by or  relating to the use,
handling, storage, treatment, recycling,  generation,  transportation,  release,
spilling, leaking, pumping, pouring, emptying, discharging, injection, escaping,
leaching, disposal, dumping or threatened release of Hazardous Materials by

                                     - 10 -

<PAGE>



Seller or its  predecessors  in interest.  With respect to claims by  employees,
Environmental  Condition  also  includes  the  exposure of persons to  Hazardous
Materials at a work place of Seller.

                  (d) The  term  "Environmental  Noncompliance"  shall  mean any
violation of any Environmental Law.

                  (e)  To  the  best  of  Seller's   knowledge,   there  are  no
investigations,  inquiries,  administrative proceedings, actions, suits, claims,
legal proceedings or any other proceedings  pending or threatened against Seller
relating  to the  Station or the Real  Property  that  involves,  or relates to,
Environmental  Conditions,  Environmental  Noncompliance or the release,  use or
disposal of any Hazardous Materials on any Real Property.

                  (f) There are no Hazardous Materials being stored or otherwise
held on,  under  or  about  the Real  Property  and the Real  Property  has been
maintained by Seller in  substantial  compliance  with all  Environmental  Laws.
Notwithstanding  this or any other provision of this Agreement,  transformers or
other   equipment  which  contain   dielectric   fluid   containing   levels  of
polychlorinated  biphenyl  ("PCBs") in excess of Federal or  Connecticut  safety
guidelines,  whichever  are more  stringent,  are  expressly  excluded  from all
references to (a) Hazardous  Material and (b)  violations of or compliance  with
Environmental Laws or laws,  ordinances,  rules,  regulations,  restrictions and
resolutions related thereto. However, to Seller's knowledge, no such PCBs exist.

         6.15 Taxes.  Seller has filed or caused to be filed all federal  income
tax  returns and all other  federal,  state,  county,  local or city tax returns
which are  required to be filed,  and it has paid or caused to be paid all taxes
shown on those  returns or on any tax  assessment  received  by it to the extent
that such taxes have become due, or has set aside on its books adequate reserves
(segregated to the extent required by generally accepted accounting  principles)
with  respect  thereto.  To  Seller's  knowledge,   there  are  no  governmental
investigations or other legal,  administrative,  or tax proceedings  pursuant to
which  Seller is or could be made liable for any taxes,  penalties,  interest or
other  charges,  the  liability for which could extend to Buyer as transferee of
the  business of the  Station,  and no event has  occurred  that could impose on
Buyer any  transferee  liability for any taxes,  penalties or interest due or to
become due from Seller.

         6.16  Insurance.  All of the Station  Assets which are of any insurable
character are insured by reputable insurance companies against loss or damage by
fire  and  other  risks to the  full  extent  and in the  manner  customary  for
properties and assets of that nature.

         6.17 No Other  Agreements  to Sell  the  Station.  Seller  has no legal
obligation,  absolute  or  contingent,  to any other  person or firm to sell the
Station  Assets  (whether  through  a  merger,  reorganization,  time  brokerage
agreement,  or sale of stock or otherwise)  or to enter into any agreement  with
respect thereto.

         6.18 Disclosure. The representations and warranties of Seller herein or
in any document, exhibit, statement,  certificate or schedule furnished by or on
behalf of Seller to Buyer as required by this  Agreement do not contain nor will
contain any untrue  statement of a material  fact or omits or will omit to state
any material fact necessary in order to make the  statements  herein or therein,
in light of the circumstances under which they were made, not misleading.


                                     - 11 -

<PAGE>



                                    ARTICLE 7
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

         7.1  Organization.  Standing  and Power.  Buyer is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
New Jersey and has the requisite  corporate power to carry on its business as it
is now being  conducted,  and will on the  Closing  Date,  be  authorized  to do
business in the State of Connecticut.

         7.2 Authority.  Buyer has full corporate power and authority to execute
and deliver this Agreement and all other agreements, documents, certificates and
instruments  delivered  or  to be  delivered  hereunder  by  Buyer  (the  "Buyer
Documents"),  to  perform  its  obligations  thereunder  and to  consummate  the
transactions  contemplated  thereby.  The  execution  and  delivery of the Buyer
Documents  by  Buyer  and  the   consummation  by  Buyer  of  the   transactions
contemplated  thereby have been duly  authorized by all necessary  action on the
part of Buyer.  Each of the Buyer Documents has been, or will be at the Closing,
as the case may be, duly  executed and  delivered by Buyer and  constitutes,  or
will  constitute  at the  Closing,  as the  case  may be,  a valid  and  binding
obligation of Buyer, enforceable against Buyer in accordance with its respective
terms.

         7.3  Qualification.  To its knowledge,  there are no facts which, under
the  Communications  Act  of  1934,  as  amended,  or  the  existing  rules  and
regulations  of the  FCC,  would  disqualify  Buyer  as an  assignee  of the FCC
Licenses.

         7.4 Brokers.  Buyer has not retained any broker in connection with this
transaction.

         7.5 No Litigation. There is no litigation,  proceeding or investigation
pending or, to Buyer's knowledge, threatened against it in any federal, state or
local court or before any  administrative  agency or  arbitrator,  or before any
other tribunal duly authorized to resolved disputes, which seeks to enjoin or to
prohibit or  otherwise  to question  the  validity of any action  taken or to be
taken pursuant to or in connection with this Agreement.

         7.6 FCC  Qualifications.  Buyer is legally,  financially  and otherwise
duly qualified to become licensee of the Station under the Communications Act of
1934, as amended,  the rules and  regulations of the FCC and Section 5301 of the
Anti-Drug Abuse Act of 1988, as amended.

         7.7 Disclosure.  The  representations and warranties of Buyer herein or
in any document, exhibit, statement,  certificate or schedule furnished by or on
behalf of Buyer to Seller as required by this Agreement do not contain, nor will
contain any untrue  statement of a material  fact or omits or will omit to state
any material fact necessary in order to make the  statements  herein or therein,
in light of the circumstances under which they were made, not misleading.



         ARTICLE 8 COVENANTS


                                     - 12 -

<PAGE>



         8.1  Covenants of Seller.  Between the date of this  Agreement  and the
Closing Date:

                  8.1.1 Operation of Business. Seller shall:

                           (a) preserve and protect all of the Station Assets in
good repair and condition, normal wear and tear excepted;

                           (b)  maintain  the  Station's  books of  account  and
records in the usual and ordinary manner, and in conformity with past practices;

                           (c) maintain its present  insurance in full force and
effect,  with policy  limits and scope of coverage not less than is now provided
by its present insurance;

                           (d)  maintain  and preserve  License  Corp.'s  rights
under the Station Licenses;

                           (e) operate the Station in material  accordance  with
the FCC rules and regulations and the Station Licenses;

                           (f) maintain the Station towers in good repair and in
material accordance with FCC rules and good engineering. By way of amplification
and not limitation, prior to Closing, Seller shall paint the Station's towers to
the reasonable  satisfaction of Buyer or, alternatively,  the Purchase Price for
the  Station  shall be  reduced  by the  reasonable  cost to Buyer of having the
Station's towers painted after Closing;

                           (g) conduct the  Station's  business in the  ordinary
course  consistent with past practices or as required by this Agreement.  By way
of amplification and not limitation, without the prior written consent of Buyer,
which shall not be unreasonably withheld or delayed, Seller shall not:

                                    (i)  enter  into  any  agreement,  contract,
lease or commitment in excess of $1,500 each, or $5,000 in the aggregate,  other
than agreements cancelable without penalty prior to the Closing Date;

                                    (ii)  place or allow to be  placed on any of
the assets or properties  relating to the Station any Lien, other than Permitted
Liens without notifying Buyer, which Liens will be released prior to Closing;

                                    (iii)  sell or  otherwise  dispose of any of
the Station's Assets, except for dispositions in the ordinary course of business
in accordance with Section 1.1;

                                    (iv)  commit  any  act or omit to do any act
which will cause a material breach of any Contract;

                                    (v)   violate   any  law,   statute,   rule,
governmental  regulation  or order of any court or  governmental  or  regulatory
authority (whether Federal,  State or local) which would have a material adverse
effect on the Station or the Assets;

                                     - 13 -

<PAGE>




                                    (vi)   cause  or  permit  by  any  act,   or
intentional  failure  to  act,  any  of  the  Station  Licenses  to  expire,  be
surrendered,  adversely  modified,  or  otherwise  terminated,  or  the  FCC  to
institute any proceedings for the suspension, revocation or adverse modification
of any of the Station  Licenses,  or fail to prosecute  with due  diligence  any
pending applications to the FCC;

                                    (vii) terminate any Contract, except as such
Contract may expire by its own terms; or

                                    (viii)  increase  the  salary,  benefits  or
other  compensation  payable  to any  Station  employee,  except  to the  extent
consistent with existing  practice.  Seller shall immediately  notify Buyer upon
taking any such action.

                  8.1.2 No Other Bids. Seller shall not, and shall not authorize
or permit any officer,  director or employee of either Seller, or any investment
banker,  attorney,  accountant  or other advisor or  representative  retained by
Seller  to,  solicit,  initiate,  encourage  (including  by  way  of  furnishing
information),  endorse or enter into any agreement  with respect to, or take any
other action to  facilitate,  any  inquiries or the making of any proposal  that
constitutes, or may reasonably be expected to lead to, any proposal to purchase,
directly or  indirectly,  or time broker the  Station.  Upon a violation of this
Section,  in addition to any other remedies available hereunder or at law, Buyer
shall be entitled to injunctive  relief,  both  pendente  lite and  permanently,
without the need to post a bond or other security or prove actual damages.

                  8.1.3    Access to Information.

                           (a)  Seller  shall   afford,   and  shall  cause  its
respective officers, directors, employees and agents to afford, to Buyer and the
officers,  employees  and  agents  of Buyer  access at all  reasonable  times to
Seller's  officers,  employees,  independent  contractors,  agents,  properties,
books, records and contracts, and shall furnish Buyer all financial,

operating  and other  data and  information  relating  to the  Station as Buyer,
through its respective  officers,  employees or agents, may reasonably  request,
provided  however,  that no rights granted to Buyer herein shall be exercised in
such a manner so as to  interfere  with the  operation  of the  business  of the
Seller.

                           (b) No  investigation  pursuant  to Section  8.1.3(a)
shall affect any  representations  or  warranties  of the parties  herein or the
conditions to the obligations of the parties hereto.

                  8.1.4  Confidentiality.

                           (a) Each  party  shall  hold,  and  shall  cause  its
officers,   employees  and  agents  and  representatives,   including,   without
limitation,  attorneys,  accountants,  consultants  and financial  advisors ~its
"Agents") who obtain such  information to hold, in  confidence,  and not use for
any  purpose  other  than  evaluating  the  transactions  contemplated  by  this
Agreement,   any  Confidential   Information  of  another  party.   Confidential
Information shall include all information (written or oral) which heretofore has
been or hereafter is disclosed by a party or its Agents in

                                     - 14 -

<PAGE>



connection with the transactions  contemplated hereunder and which is not in the
public  domain,  but shall not include any  information  which (i) is or becomes
generally  available to the public other than as a result of  disclosure  by the
party which alleges the  information is  confidential  or its  affiliates,  (ii)
becomes  available to a party on a  nonconfidential  basis from a source,  other
than the party which alleges the  information is confidential or its affiliates,
which has represented  that such source is entitled to disclose it, or (iii) was
known to a party on a  nonconfidential  basis  prior to its  disclosure  to such
party hereunder. If this Agreement is terminated,  each party shall deliver, and
cause its Agents who obtain Confidential  Information of another party hereunder
to deliver to such other party all such Confidential Information that is written
(including copies or extracts  thereof),  whether such confidential  information
was obtained before or after the execution hereof.

                           (b) If a party or a person to whom a party  transmits
confidential  information  of another  party is  requested  or  becomes  legally
compelled  (by oral  questions,  interrogatories,  requests for  information  or
documents,  subpoena, criminal or civil investigative demand or similar process)
to  disclose  any of such  confidential  information,  such party or person will
provide the other applicable party with prompt written notice so that such party
may seek a protective order or other appropriate remedy or waive compliance with
Section 8.1 .4(a). If such protective order or other remedy is not obtained,  or
if the  applicable  party waives  compliance  with Section  8.1.4(a),  the party
subject to the  request  will  furnish  only that  portion of such  confidential
information  which is legally  required  and will  exercise  its best efforts to
obtain  reliable  assurance  that  confidential  treatment will be accorded such
confidential information.

                  8.1.5    Notification of Certain Matters.

                           (a) Seller  shall give  prompt  notice to Buyer,  and
Buyer shall give prompt notice to either Seller, of (i) any material  inaccuracy
in any  representation  or  warranty  made by it or  them,  as the  case may be,
herein,  or (ii) any  material  failure  of Buyer or Seller  to  comply  with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it or them, as the case may be, under this Agreement; provided, however, that no
such notification shall affect the representations or warranties or covenants or
agreements of the parties or the  conditions to the  obligations  of the parties
hereunder.

                           (b) Seller  shall give prompt  notice to Buyer of any
change or event  having,  or which  could  reasonably  be  expected  to have,  a
material adverse effect on the operations or financial condition of the Station.

                  8.1.6  Consents and Approvals.  Seller shall use  commercially
reasonable efforts to obtain any and all consents, transfers, authorizations, or
approvals required for the consummation of the transactions contemplated by this
Agreement.

                  8.1.7  Control  of  Station.  Buyer  shall  not,  directly  or
indirectly,  control,  supervise or direct the  operation  of the Station.  Such
operation,  including  complete control and supervision of all Station programs,
employees and policies, shall be the responsibility of License Corp.

                  8.1.8  News  Releases.  Any news  releases  pertaining  to the
transactions  contemplated  hereby  shall be reviewed  and approved by Buyer and
Seller,  or their  respective  representatives,  and shall be acceptable to them
prior to the dissemination thereof

                                     - 15 -

<PAGE>




         8.2  Covenants of Buyer.  Buyer  covenants  and agrees that between the
date of this Agreement and the Closing Date, Buyer shall:

                  8.2.1 Actions  Necessary For  Transactions.  Use  commercially
reasonable efforts to obtain any and all consents, transfers, authorizations, or
approvals required for the consummation of the transactions contemplated by this
Agreement.

                  8.2.2 FCC Qualifications. Refrain from knowingly doing any act
which would disqualify Buyer from being the licensee of the Station.


                                    ARTICLE 9
                                   CONDITIONS

         9.1 Conditions  Precedent to Obligations of Buyer.  The  obligations of
Buyer to consummate the transactions  contemplated by this Agreement are subject
to the  fulfillment,  prior  to or at the  Closing,  of  each  of the  following
conditions, except to the extent Buyer shall have waived in writing satisfaction
of such condition:

                  (a) The  representations and warranties made by each Seller in
this Agreement shall be true and correct in all material respects as of the date
of this  Agreement  and on the Closing Date as though such  representations  and
warranties were made on such date.

                  (b) Seller shall have  performed  and complied in all material
respects  with  all  covenants,  agreements,  representations,   warranties  and
undertakings  required by this  Agreement to be  performed  or complied  with by
Seller prior to the Closing.

                  (c) No  action,  suit or  proceeding  before  any court or any
governmental or regulatory authority shall have been commenced, no investigation
by any  governmental or regulatory  authority shall have been commenced,  and no
action,  suit or proceeding by any  governmental  or regulatory  authority shall
have been  threatened  against any party  hereto,  seeking to restrain,  enjoin,
rescind,  prevent or change the transactions  contemplated hereby or questioning
the  validity  or  legality of any of such  transactions  or seeking  damages in
connection with any of such transactions.

                  (d) Seller shall have  delivered to Buyer all of the documents
required by Section 10.1 hereof.

                  (e) The FCC Consent shall have become a Final Order.

                  (f) Seller  shall have  obtained  and shall have  delivered to
Buyer all third-party consents to the assignment of the Contracts which consents
shall not have as a condition  thereof any modifications to the terms thereof or
any payment by-Buyer to consummate the assignment.

                  (g) There shall have been no material adverse change since the
date of this Agreement in the Station Assets or the operations of the Station.

                                     - 16 -

<PAGE>




         9.2 Conditions  Precedent to Obligations of Seller.  The obligations of
Seller to consummate the transactions contemplated by this Agreement are subject
to the  fulfillment,  prior  to or at the  Closing,  of  each  of the  following
conditions,   except  to  the  extent   Seller  shall  have  waived  in  writing
satisfaction of such condition:

                  (a) The  representations  and warranties made by Buyer in this
Agreement  shall be true and correct in all material  respects as of the date of
this  Agreement  and on the  Closing  Date as though  such  representations  and
warranties were made on such date.

                  (b) Buyer shall have  performed  and  complied in all material
respects  with  all  covenants,  agreements,  representations,   warranties  and
undertakings  required by this  Agreement to be performed or complied with by it
prior to the Closing.

                  (c) No  action,  suit or  proceeding  before  any court or any
governmental or regulatory authority shall have been commenced, no investigation
by any  governmental or regulatory  authority shall have been commenced,  and no
action,  suit or proceeding by any  governmental  or regulatory  authority shall
have been  threatened  against any party  hereto,  seeking to restrain,  enjoin,
rescind,  prevent or change the transactions  contemplated hereby or questioning
the  validity  or  legality  of any such  transactions  or  seeking  damages  in
connection with any of such transactions.

                  (d) Buyer shall have  delivered to Seller all of the documents
required by Section
10.2 hereof.


                                   ARTICLE 10
                               CLOSING DELIVERIES

         10.1 Seller's Deliveries. At the Closing, Seller shall deliver or cause
to be delivered to Buyer the following:

                  (a) Bills of Sale,  assignments  and other good and sufficient
instruments of conveyance,  transfer and  assignment,  all in form and substance
reasonably  satisfactory  to counsel for Buyer, as shall be effective to vest in
Buyer or its permitted assignee, good and marketable title in and to the Station
Assets.

                  (b) A certificate, executed by officers of each Seller in such
detail   as  Buyer   shall   reasonably   request,   certifying   that  all  the
representations  and  warranties of Seller stated herein are true and correct as
of the Closing Date and to the fulfillment or satisfaction of the conditions set
forth in this Agreement.  The delivery of such  certificate  shall  constitute a
representation and warranty of Seller as to the statements set forth therein.

                  (c)  Resolutions  of the  Board of  Directors  of each  Seller
authorizing the execution,  delivery and performance of the Seller  Documents by
Seller, certified by the secretaries of each Seller.


                                     - 17 -

<PAGE>



                  (d) Updated  Schedules  reflecting  any changes  necessary  to
render the information contained therein true and accurate on the Closing Date.

                  (e)   Originals   or  copies  of  all   program,   operations,
transmissions,  or  maintenance  logs  and  all  other  records  required  to be
maintained  by the FCC with  respect to the  Station,  including  the  Station's
public file, shall be left at the Station and thereby delivered to Buyer.

                  (f) A signed agreement in form mutually agreeable to Buyer and
Seller  granting  to Buyer  the  right to air  certain  sporting  events  on the
Station, including games of the Hartford Whalers and the Boston Celtics.

         10.2     Buyer's Deliveries.

                  (a) At  the  Closing,  Buyer  shall  deliver  or  cause  to be
delivered to Seller the following:

                           (i) The payments required under Section 3.3 hereof.

                           (ii)   An   Assignment   and   Assumption   Agreement
reasonably satisfactory in form and substance to counsel to Seller effecting the
assumption of the Assumed Liabilities on the terms and conditions hereof.

                           (iii) A certificate, executed by an officer of Buyer,
in such detail as Seller shall reasonably request, certifying to the fulfillment
or  satisfaction  by Buyer of the  conditions set forth in this  Agreement.  The
delivery of such certificate  shall constitute a representation  and warranty of
Buyer as to the statements set forth therein.

                           (iv)  Resolutions  of the Board of Directors of Buyer
authorizing the execution,  delivery and performance of the Buyer's Documents by
Buyer, certified by the secretary of Buyer.

                           (v) A signed agreement in form mutually  agreeable to
Buyer and Seller  granting to Buyer the right to air certain  sporting events on
the Station, including games of the Hartford Whalers and the Boston Celtics.

                                   ARTICLE 11
                        TRANSFER TAXES, FEES AND EXPENSES

         11.1  Expenses.  Except as set forth in Sections  11.2 and 11.3 hereof,
each party hereto shall be solely responsible for all costs and expense incurred
by it in connection  with the  negotiation  and preparation of the Agreement and
the transactions contemplated thereby.

         11.2 Transfer Taxes and Similar Charges. Seller and Buyer each shall be
responsible for one-half of all recordation,  transfer and documentary taxes and
fees,  and any excise,  sales or use taxes  imposed by reason of the transfer of
the Station Assets in accordance with this Agreement.


                                     - 18 -

<PAGE>



         11.3  Governmental  Filing or Grant  Fees.  Any  filing  or grant  fees
imposed by any  governmental  authority  the consent of which is required to the
transactions contemplated hereby shall be borne equally by Buyer and Seller.

                                   ARTICLE 12
                                 INDEMNIFICATION

         12.1 Survival of Representations  and Warranties.  All  representations
and warranties  made in this Agreement shall survive the Closing for a period of
twelve  (  12)  months   from  the  Closing   Date;   provided,   however,   the
representations  and warranties  regarding tax matters shall survive the Closing
Date until the expiration of all applicable  statutes of limitations.  The right
of any party to recover Damages (as defined in Section 12.2 hereof) on any claim
shall not be affected by the termination of any  representations  and warranties
as set forth above  provided that notice of the existence of such claim has been
given by the  Indemnified  Party (as  hereinafter  defined) to the  Indemnifying
Party (as hereinafter defined) prior to such termination.

         12.2 Indemnification of Buyer by Seller. License Corp. and ARS, jointly
and severally,  shall  indemnify and hold Buyer and its  attorneys,  affiliates,
representatives,  agents,  partners,  successors  or assigns  harmless  from and
against  any  liability,  loss,  cost,  expense,  judgment,  order,  settlement,
obligation,  deficiency,  claim, suit,  proceeding (whether formal or informal),
investigation,  Lien or other damage, including, without limitation,  attorney's
fees and expenses,  (all of the foregoing  items for purposes of this  Agreement
are referred to as "Damages"),  resulting from,  arising out of or incurred with
respect to:

                  (a) A breach  of any  representation,  warranty,  covenant  or
agreement of Seller contained  herein,  subject to notice of a claim being given
before the expiration of the applicable  period specified in Section 12.1 hereof
with respect to the representations or warranties by Seller contained herein;

                  (b) The Retained Liabilities; or

                  (c) Any and all  claims,  liabilities  or  obligations  of any
nature,  absolute or  contingent,  relating to the business and operation of the
Station prior to the Closing Date.

The term "Damages" as used in this Agreement is not limited to matters  asserted
by third-parties  against a party, but includes Damages incurred or sustained by
a party in the absence of third party claims.

         12.3 Indemnification of Seller by Buyer. Buyer shall indemnify and hold
Seller  and  its  respective  attorneys,  affiliates,  representatives,  agents,
officers,  directors,  successors  or  assigns,  harmless  from and  against any
Damages resulting from, arising out of, or incurred with respect to:

                  (a) A breach  of any  representation,  warranty,  covenant  or
agreement by Buyer  contained  herein,  subject to notice of a claim being given
before the expiration of the applicable  period specified in Section 12.1 hereof
with respect to the representations and warranties made by Buyer herein;


                                     - 19 -

<PAGE>



                  (b) The Assumed Liabilities; or

                  (c) Any and all  claims,  liabilities  or  obligations  of any
nature,  absolute or  contingent,  relating to the business and operation of the
Station as conducted by Buyer on and after the Closing Date.

         12.4     Procedures.

                  (a) Promptly after the receipt by any party (the  "Indemnified
Party")  of  notice of (a) any claim or (b) the  commencement  of any  action or
proceeding which may entitle such party to  indemnification  under this Section,
such party shall give the other party (the "Indemnifying  Party") written notice
of such claim or the  commencement of such action or proceeding and shall permit
the Indemnifying Party to assume the defense of any such claim or any litigation
resulting  from such claim.  The failure to give the  Indemnifying  Party timely
notice  under this  subsection  shall not preclude  the  Indemnified  Party from
seeking indemnification from the Indemnifying Party unless, and then only to the
extent, such failure has materially  prejudiced the Indemnifying Party's ability
to defend the claim or  litigation.  If such claim does not arise from the claim
of a third party, the Indemnifying Party shall have 30 days after such notice to
cure  the  conditions  giving  rise to such  claim  to the  Indemnified  Party's
satisfaction.  Failure by the Indemnifying  Party to notify an Indemnified Party
of its  election to defend any such claim or action by a third  party  within 30
days after notice thereof shall have been given to the Indemnifying  Party shall
be deemed a waiver by the Indemnifying  Party of its rights to defend such claim
or action.

                  (b) If the Indemnifying  Party assumes the defense of any such
claim or litigation  resulting  therefrom with counsel reasonably  acceptable to
the Indemnified  Party, the Indemnifying Party shall take all steps necessary in
the defense or settlement of such claim or  litigation  resulting  therefrom and
hold the  Indemnified  Party  harmless from and against any Damages caused by or
arising out of any settlement approved by the Indemnifying Party or any judgment
in connection with such claim or litigation  resulting  therefrom;  however, the
Indemnified Party may participate,  at its expense, in the defense of such claim
or litigation  provided that the Indemnifying Party shall direct and control the
defense of such claim or litigation.  The Indemnified  Party shall cooperate and
make  available  all  books  and  records  reasonably  necessary  and  useful in
connection  with the  defense.  Except  with the prior  written  consent  of the
Indemnified  Party,  the  Indemnifying  Party  shall not, in the defense of such
claim  or any  litigation  resulting  therefrom,  consent  to the  entry  of any
judgment  (other than a judgment of  dismissal  on the merits  without  cost) or
enter into any  settlement  which  does not  include  as an  unconditional  term
thereof the giving by the claimant or the plaintiff to the Indemnified  Party of
a release from all Damages in respect of such claim or litigation.

                  (c) If the Indemnifying  Party shall not assume the defense of
any such claim or litigation resulting therefrom, the Indemnified Party may, but
shall have no  obligation  to,  defend  against such claim or litigation in such
manner as it may deem  appropriate,  and the Indemnified Party may compromise or
settle such claim or litigation without the Indemnifying Party's consent. Within
30 days of written request,  the Indemnifying Party shall promptly reimburse the
Indemnified  Party for the amount of all  Damages  incurred  by the  Indemnified
Party in  connection  with the defense  against or  settlement  of such claim or
litigation.   If  no  settlement  of  the  claim  or  litigation  is  made,  the
Indemnifying Party shall promptly reimburse the Indemnified Party for the amount
of any judgment rendered with respect to such claim or in such litigation.

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<PAGE>




         12.5  Indemnity  Payments.  The parties  agree that any  payments  made
pursuant to this Article 12 will be treated by the parties on all applicable tax
returns as an adjustment to the Purchase Price.


                                   ARTICLE 13
                               TERMINATION RIGHTS

         13.1 Termination.  This Agreement may be terminated,  by written notice
given by any party  (provided such party is not in breach of any of its material
obligations, representations, warranties or duties hereunder) to the other party
hereto,  at any  time  prior to the  Closing  Date as  follows,  and in no other
manner.

                  (a) By mutual written consent of the parties;

                  (b) By either Buyer, on the one hand, or either Seller, on the
other hand, if a court of competent jurisdiction or governmental,  regulatory or
administrative agency or commission shall have issued an order, decree or ruling
or taken any other action,  in each case permanently  restraining,  enjoining or
otherwise  prohibiting the transactions  contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and nonappealable;

                  (c) By Buyer,  if either  Seller  fails to perform or breaches
any of its material  obligations,  representations,  warranties  or duties under
this  Agreement,  and  Seller  has not cured  such  failure to perform or breach
within 15 days after delivery of written notice from Buyer;

                  (d) By either  Seller,  if Buyer  fails to perform or breaches
any of its material  obligations,  representations,  warranties  or duties under
this Agreement, and Buyer has not cured such failure to perform or breach within
thirty (30) days after delivery of written notice from Seller;

                  (e) By any party, if the FCC denies the FCC Application;

                  (f) By any party,  if the FCC  Consent  has not been  obtained
within one (1) year of the date hereof.

         13.2 Liability. Upon termination,  (i) if neither party is in breach of
a material provision of this Agreement, the parties hereto shall have no further
obligations   to  each   other,   except   as   provided   in   Section   8.1.4.
(Confidentiality)  hereof; (ii) if Buyer is in breach of a material provision of
this Agreement, Seller, provided they are not then in default of this Agreement,
shall be entitled  only to  liquidated  damages as  provided  in Section  3.2(b)
hereof;  or (iii) if either Seller is in breach of a material  provision of this
Agreement, Buyer, provided it is not then in default of this Agreement, shall be
entitled  to the  return of the  Deposit,  together  with all  earnings  accrued
thereon, plus any other remedies that are available to the Buyer.


                                   ARTICLE 14
                            MISCELLANEOUS PROVISIONS

                                     - 21 -

<PAGE>




         14.1  Specific  Performance.   Seller  and  Buyer  each  recognize  and
acknowledge that, in the event that Seller shall fail to perform its obligations
to consummate the transaction  contemplated hereby, money damages alone will not
be adequate to compensate Buyer for its injury.  Seller and Buyer therefore each
agree and acknowledge  that, in the event of either Seller's  failure to perform
its obligation to consummate the transaction contemplated hereby, Buyer shall be
entitled to specific  performance of the terms of this Agreement and of Seller's
obligation to consummate the transaction  contemplated hereby, provided Buyer is
not in material default hereunder.

         14.2 Risk of Loss.  The risk of loss or  damage  to any of the  Station
Assets prior to the Closing Date, by whatever  cause,  shall be upon Seller.  In
the event of such loss or damage,  Seller  shall notify Buyer of the same within
five (5) days and shall promptly restore,  repair or replace such loss or damage
with items of equivalent  quality and value.  Buyer may renegotiate the purchase
price or terminate  this  Agreement if the loss or damage  results in a material
reduction  in the value of the  Station.  Alteratively,  at the  election of the
Buyer,  Buyer may  reduce  the price to be paid by Buyer by the  amount it would
cost to fully restore,  replace or repair such loss or damage or Buyer may elect
to pay the  Purchase  Price  and  accept an  assignment  of  Seller's  insurance
proceeds from the loss.

         14.3 Benefit and  Assignment.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted  assigns.  No party may  voluntarily or  involuntarily  assign its
interest  under this  Agreement  without the prior written  consent of the other
parties, which consent shall not be unreasonably withheld or delayed.

         14.4  Headings.  The  headings  set  forth  in this  Agreement  are for
convenience  only and will not control or affect the meaning or  construction of
the provisions of this Agreement.

         14.5 Governing Law. This Agreement and the rights of the parties hereto
shall be governed,  construed and interpreted in accordance with the laws of the
State of  Connecticut  without  giving  effect to the  choice of law  principles
thereof.

         14.6  Amendment.  This  Agreement  may  not  be  amended  except  by an
instrument in writing signed on behalf of each of the parties hereto.

         14.7 Severability.  In the event that any one or more of the provisions
contained  in this  Agreement  or in any other  instrument  referred  to herein,
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect,  then  to  the  maximum  extent  permitted  by  law,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Agreement or any other such instrument.

         14.8 Attorneys'  Fees.  Should any party hereto institute any action or
proceeding  at law or in equity to  enforce  any  provision  of this  Agreement,
including  an action  for  declaratory  relief,  or for  damages by reason of an
alleged  breach of any provision of this  Agreement,  or otherwise in connection
with this  Agreement,  or any provision  hereof,  the prevailing  party shall be
entitled to recover from the losing party or parties reasonable  attorneys' fees
and  costs for  services  rendered  to the  prevailing  party in such  action or
proceeding.


                                     - 22 -

<PAGE>



         14.9 Multiple  Counterparts.  This  Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
shall constitute one and the same instrument.

         14.10 Notices.  Unless  applicable  law requires a different  method of
giving notice, any and all notices,  demands or other communications required or
desired to be given  hereunder by any party shall be in writing.  Assuming  that
the contents of a notice meet the  requirements of the specific  Section of this
Agreement  which  mandates the giving of that notice,  a notice shall be validly
given or made to another  party if served  either  personally or if deposited in
the United States mail, certified or registered,  postage prepaid, or if sent by
overnight courier service, and if addressed to the applicable party as set forth
below.  If such  notice,  demand or other  communication  is served  personally,
service shall be conclusively deemed given at the time of such personal service.
If such notice, demand or other communication is given by mail, service shall be
conclusively  deemed given  seventy-two  (72) hours after the deposit thereof in
the United States mail. If such notice,  demand or other  communication is given
by overnight courier,  service shall be conclusively deemed given at the time of
confirmation of delivery. The addresses for the parties are as follows:

If to Buyer:

Alfredo Alonso
Mega Broadcasting Corporation
333 Sylvan Avenue
Suite 304
Englewood Cliffs, NJ 07632

With a copy to:

Francisco R. Montero, Esq.
Fisher Wayland Cooper Leader & Zaragoza, L.L.P.
2001 Pennsylvania Avenue, N.W., Suite 400
Washington, D.C. 20006

and

If to Seller:

Michael B. Milson, Esq.
Vice President/Secretary
American Radio Systems Corporation
116 Huntington Ave.
Boston, Massachusetts 02116

With a copy to:

Howard J. Braun, Esq.
Rosenrnan & Colin
1300 l9th Street, N.W.

                                     - 23 -

<PAGE>



Washington, D.C.  20036



Any party  hereto may change its or his  address  for the  purpose of  receiving
notices,  demands  and other  communications  as herein  provided,  by a written
notice given in the aforesaid manner to the other parties hereto.

         14.11  Incorporation by Reference.  All Exhibits and Schedules attached
hereto or to be delivered in connection herewith are incorporated herein by this
reference.

         14.12  Choice  of  Forum.  No  claim,   demand,   action,   proceeding,
litigation,  hearing, motion or lawsuit arising here from or with respect hereto
shall be commenced or  prosecuted  in any  jurisdiction  other than the State of
Connecticut,  and each party hereby irrevocably  consents to the jurisdiction of
the state and  federal  courts in the State of  Connecticut  seated in  Hartford
County.

         14.13  Waivers.  No waiver of any of the  provisions of this  Agreement
shall be deemed or shall  constitute  a waiver  of any  other  provision  hereof
(whether or not similar),  nor shall such waiver constitute a continuing waiver.
No waiver  shall be binding  unless  executed in writing by the party making the
waiver.

         14.14 No Third Party Beneficiaries. Nothing herein expressed or implied
is intended or shall be construed to confer upon or give to any person or entity
other than the parties  hereto and their  successors or permitted  assigns,  any
rights or remedies under or by reason of this Agreement.

         14.15 Entire  Agreement.  This  Agreement,  the  Schedules and Exhibits
attached hereto and the ancillary documents provided for herein,  constitute the
entire agreement and understanding of the parties hereto relating to the matters
provided for herein and  supersede any and all prior  agreements,  arrangements,
negotiations,  discussions and  understandings  relating to the matters provided
for herein.


              [THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



                                     - 24 -

<PAGE>






             IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.

                                            MEGA BROADCASTING CORPORATION


                                            By:_____________________________
                                                 Alfredo Alonso, President


                                            AMERICAN RADIO SYSTEMS LICENSE
                                            CORP.

                                            By:______________________________

                                            Its:_____________________________


                                            AMERICAN RADIO SYSTEMS
                                            CORPORATION

                                            By:______________________________

                                            Its:_____________________________


                                     - 25 -

<PAGE>




                   IN WITNESS  WHEREOF,  the parties  hereto have  executed this
Agreement as of the date and year first above written.


                                            MEGA BROADCASTING CORPORATION


                                            By:_____________________________
                                                 Alfredo Alonso, President


                                            AMERICAN RADIO SYSTEMS LICENSE
                                            CORP.

                                            By:_____________________________

                                            Its:____________________________


                                            AMERICAN RADIO SYSTEMS
                                            CORPORATION

                                            By:_____________________________

                                            Its:____________________________


                                     - 26 -

<PAGE>