EXHIBIT 10.18

                            ASSET PURCHASE AGREEMENT

                             Dated as of May 7, 1997

                                     Between

                                   KKSJ, INC.
                               KKSJ LICENSE, INC.

                                       and

                          AMERICAN RADIO SYSTEMS CORP.
                      AMERICAN RADIO SYSTEMS LICENSE CORP.





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                                TABLE OF CONTENTS


                                                                            Page

ARTICLE I...................................................................  2
   DEFINED TERMS............................................................  2
     1.1  Defined Terms.....................................................  2


ARTICLE II..................................................................  6
   SALE AND PURCHASE OF ASSETS..............................................  6
   2.1 Agreement to Sell and Buy............................................  6
   2.2 Excluded Assets......................................................  7
   2.3 Purchase Price.......................................................  8
   2.4 Adjustments and Prorations...........................................  8
   2.5 Assumption of Liabilities and Obligations............................ 10
   2.6 Allocation........................................................... 12


ARTICLE III................................................................. 12
   REPRESENTATIONS AND WARRANTIES OF SELLER................................. 12
     3.1 Organization, Standing and Authority............................... 12
     3.2 Authorization and Binding Obligation............................... 13
     3.3 Absence of Conflicting Agreements.................................. 13
     3.4 Licenses........................................................... 14
     3.5 Real Property...................................................... 14
     3.6 Title to and Condition of Personal Property........................ 15
     3.7 Contracts.......................................................... 16
     3.8 Consents........................................................... 17
     3.9 Trademarks, Trade Names and Copyrights............................. 17
     3.10 Financial Statements.............................................. 18
     3.11 Insurance......................................................... 18
     3.12 Reports........................................................... 19
     3.13 Employee Benefit Plans............................................ 19
     3.14 Labor Relations................................................... 20
     3.15 Taxes............................................................. 21
     3.16 Claims; Legal Actions............................................. 22
     3.17 Laws.............................................................. 22
     3.18 Undisclosed Liabilities........................................... 22
     3.19 Books and Records................................................. 23
     3.20 Assets............................................................ 23
     3.21 No Adverse Developments........................................... 23
     3.22 Environment, Health and Safety.................................... 23
     3.23 Full Disclosure................................................... 24




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ARTICLE IV.................................................................. 24
   REPRESENTATIONS AND WARRANTIES OF BUYER.................................. 24
     4.1 Organization, Standing and Authority............................... 24
     4.2 Authorization and Binding Obligation............................... 24
     4.3 Absence of Conflicting Agreements or Consents...................... 25
     4.4 Qualification...................................................... 26
     4.5 Full Disclosure.................................................... 26


ARTICLE V................................................................... 26
   COVENANTS OF SELLER...................................................... 26
     5.1 Pre-Closing Covenants.............................................. 26
     5.2 Post-Closing Covenants............................................. 30


ARTICLE VI.................................................................. 31
   COVENANTS OF BUYER....................................................... 31
     6.1 Inconsistent Action................................................ 31


ARTICLE VII................................................................. 31
   SPECIAL COVENANTS AND AGREEMENTS......................................... 31
     7.1  FCC Consent....................................................... 31
     7.2  Control of the Station............................................ 32
     7.3  Accounts Receivable............................................... 32
     7.4  Taxes, Fees and Expenses.......................................... 33
     7.5  Brokers........................................................... 34
     7.6  Bulk Sales Law.................................................... 34
     7.7  Confidentiality................................................... 34
     7.8  Cooperation....................................................... 35
     7.9  Risk of Loss...................................................... 36


ARTICLE VIII................................................................ 37
   CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER............................ 37
     8.1 Conditions to Obligations of Buyer................................. 37
     8.2 Conditions to Obligations of Seller................................ 40


ARTICLE IX.................................................................. 41
   CLOSING AND CLOSING DELIVERIES........................................... 41
     9.1 Closing............................................................ 41
     9.2 Deliveries by Seller............................................... 41
     9.3 Deliveries by Buyer................................................ 42





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ARTICLE X................................................................... 43
   RIGHTS OF BUYER AND SELLER............................................... 43
     10.1 Termination....................................................... 43
     10.2 Specific Performance.............................................. 44


ARTICLE XI.................................................................. 45
   SURVIVAL OF REPRESENTATIONS AND.......................................... 45
     11.1 Representations and Warranties.................................... 45
     11.2 Indemnification by Seller......................................... 45
     11.3 Indemnification by Buyer.......................................... 46
     11.4 Procedure for Indemnification..................................... 47


ARTICLE XII................................................................. 49
   MISCELLANEOUS............................................................ 49
     12.1 Notices........................................................... 49
     12.2 Benefit and Binding Effect........................................ 50
     12.3 Headings.......................................................... 51
     12.4 Gender and Number................................................. 51
     12.5 Counterparts...................................................... 51
     12.6 Attorneys' Fees................................................... 51
     12.7 Entire Agreement.................................................. 51
     12.8 Choice of Law..................................................... 52








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                                    EXHIBITS



Exhibit A  -  Escrow Deposit Agreement
Exhibit B -   Non-Competition Agreement
Exhibit C  -  Seller's Certificate
Exhibit D  -  Opinion of Seller's Counsel
Exhibit E  -  Opinion of Seller's FCC Counsel
Exhibit F  -  Buyer's Certificate
Exhibit G  -  Opinion of Buyer's Counsel






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                                    SCHEDULES



2.5(b)              Air Time Due Client
3.4                 Licenses
3.5                 Leased Property
3.6                 Title to Condition of Personal Property
3.7                 Contracts
3.8                 Consents
3.9                 Trademarks, Trade Names and Copyrights
3.10                Financial Statements
3.11                Insurance
3.13(a)             List of Employees
3.13(b)             Employee Benefit Plans
3.14                Labor Relations
3.16                Claims and Legal Action
3.18                Liabilities
3.22                Environmental, Health & Safety




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                            ASSET PURCHASE AGREEMENT

        This  ASSET  PURCHASE  AGREEMENT,  dated  as of May 7,  1997,  is by and
between AMERICAN RADIO SYSTEMS CORP., a Delaware corporation, and AMERICAN RADIO
SYSTEMS  LICENSE CORP., a Delaware  corporation  (collectively,  "Seller"),  and
KKSJ,  INC.,  a  Delaware  corporation,  and  KKSJ  LICENSE,  INC.,  a  Delaware
corporation (collectively, "Buyer").

                                P R E M I S E S:

        A.  Seller  owns  and  operates  radio  station  KKSJ-AM  in  San  Jose,
California ("Station") pursuant to licenses issued by the Federal Communications
Commission (the "FCC").

        B. Seller desires to sell and Buyer desires to buy certain of the assets
used or useful in the  operation  of the  Station and by so doing to acquire the
radio broadcast business presently conducted by the Station,  upon the terms and
conditions hereinafter set forth.

                              A G R E E M E N T S:

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



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                                    ARTICLE I
                                  DEFINED TERMS

        1.1     Defined Terms.  The following terms shall have the
following meanings in this Agreement:

                "Accounts  Receivable" means the rights of Seller to payment for
advertising broadcast by Station prior to the Clos ing Date.

                "Assets"  means all the tangible and  intangible  assets  owned,
leased or licensed by Seller  directly  and solely for  Station,  and used by or
useful for the Station,  but  specifically  excluding those assets  specified in
Section 2.2 hereof.

                "Assumed  Contracts"  means (i) all Contracts  described and set
forth on Schedule  3.7 which are  expressly  designated  by an asterisk as being
assumed  by  Buyer,  (ii) all other  non-trade  advertising  Contracts  for cash
entered into by Seller for Station which are terminable on not more than 30 days
notice,  (iii) all  contracts  entered  into by Seller prior to the date of this
Agreement  that  require  payment or  benefits by Seller of less than $1,000 for
each such Contract and $3,500 in the aggregate for all such Contracts,  (iv) all
Contracts related directly and solely to the Station,  entered into by Seller on
or after the date of this Agreement and before the Closing in




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accordance with the applicable provisions of Section 5.1(a), and (v) Trade Deals
described in Section 2.5(b).

                "Chose in Action" means a right to receive or recover  property,
debt or damages on a cause of action, whether pending or not and whether arising
in contract,  tort or otherwise.  The term shall include, but not be limited to,
rights to judgments, settlements and proceeds from judgments or settlements.

                "Closing"   means   the   consummation   of   the   transactions
contemplated  by this Agreement in accordance  with the provisions of Article IX
hereof.

                "Closing Date" means the date of the Closing specified
in Article IX hereof.

                "Code" means the Internal Revenue Code of 1986, as
amended to the date hereof.

                "Consents" means the FCC Consent,  the consents of third parties
necessary to transfer  the Assets of Seller to Buyer or otherwise to  consummate
the transactions contemplated hereby.

                "Contracts" means all agreements, written or oral (including any
amendments  and other  modifications  thereto),  to which  Seller is a party and
which relate  directly and solely to the Assets or the business or operations of
the Station.

                "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.




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"Escrow Agent" means Media Venture Partners, Ltd.

                "Escrow  Deposit" means the sum of One Hundred  Thousand Dollars
($100,000)  which will be deposited by Buyer with the Escrow Agent in accordance
with the provisions of the Escrow Deposit Agreement.

                "Escrow Deposit  Agreement"  means the Escrow Deposit  Agreement
among Seller,  Buyer and the Escrow Agent substantially in the form of Exhibit A
attached hereto.

                "FCC" means the Federal Communications Commission.

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

                "FCC  Licenses"  means all of the  licenses,  permits  and other
authorizations  issued by the FCC to Seller and applications to the FCC directly
and solely  relating to or used in the  business or  operations  of the Station,
including those listed on Schedule 3.4 hereto with any additions thereto between
the date hereof and the Closing Date.

                "Final  Order" means  written  action or order issued by the FCC
setting  forth an 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




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stay, and the time for filing any such requests and for the FCC to set aside the
action  on its  own  motion  has  expired  or  (ii)  in  the  event  of  review,
reconsideration  or appeal,  such review,  re  consideration  or appeal has been
denied and the time for further review, reconsideration or appeal has expired.

                "Financial  Statements"  means the  financial  statements of the
Station as described in Section 3.10 hereof.

                "Intellectual Property" has the meaning assigned to
such term in Section 2.1.

                "Licenses"  means  the FCC  Licenses  and  all of the  licenses,
permits and other  authorizations  issued by any other  federal,  state or local
governmental  authorities  to Seller used in the business and  operations of the
Station,  including  those  listed on  Schedule  3.4 hereto  with any  additions
thereto between the date hereof and the Closing Date.

                "LMA" means the Local Marketing Agreement dated as of
the date hereof by and between KKSJ License, Inc. and American
Radio Systems License, Inc.

                "Non-Competition  Agreement"  means the  agreement  among Buyer,
Seller and Mr. Steve Dodge  substantially in the form attached hereto as Exhibit
B.

                "Personal Property" means all of the machinery, equip
ment, computer programs, computer software, tools, motor




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vehicles, furniture, leasehold improvements,  office equipment, supplies, plant,
spare parts and other tangible or intangible  personal  property which are owned
or leased by Seller  directly and solely in the  business  and  operation of the
Station  all of which  is  listed  on  Schedule  3.6  hereto  together  with any
additions or deletions  thereto permitted by Buyer or this Agreement between the
date hereof and the Closing Date.

                "Purchase Price" means the  consideration  payable to Seller for
the Assets as provided in Section 2.3 hereof.

                "Real  Property"  means all of  Seller's  leasehold  inter ests,
easements,  licenses,  rights to access, and rights-of-way which are used in the
business and  operations  of the Station,  which are  identified in Schedule 3.5
hereto.

                "Trade  Deals"  means  the  exchanges  by  the  Station  of  its
advertising time for goods or services, other than solely in connection with the
licensing of programs and programming material.




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                                   ARTICLE II
                           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 on the Closing Date all of the
Station's Assets, free and clear of any liabilities,  mortgages, liens, pledges,
conditions or encumbrances of any nature whatsoever  (except for those permitted
in accordance with Section 3.6 hereof), including but not limited to:

                (1)      Personal Property;

                (2)      Real Property;

                (3)      FCC Licenses and the other Licenses;

                (4)      Assumed Contracts;

                (5) All  trademarks,  trade names,  service  marks,  copy rights
        owned by Seller or in which Seller has an interest  (for which a consent
        is not required or can otherwise be obtained),  patents and applications
        therefor and all other similar  intangible assets, in each case relating
        to the Station,  including,  but not limited to the call letters KKSJ-AM
        and KKSJ and the goodwill  related to the foregoing  (the  "Intellectual
        Property");

                (6) All of Station's technical  information and data,  machinery
        and equipment  warranties,  if any, (to the extent such  warranties  are
        assignable),  maps, plans, diagrams, blueprints, and schematics relating
        to the Station,  if any,  including filings with the FCC which relate to
        the Station, and goodwill relating to the foregoing;

                (7)      All books and records relating to the business and
        operations of the Station, including, without limitation, (a)




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        executed  copies of the Assumed  Contracts or, if no executed  agreement
        exists,  summaries  of the  Assumed  Contracts  transferred  pursuant to
        Section 2.1(4) hereof and (b) all records required by the FCC to be kept
        by  Station;  all  subject  to the right of Seller to have the books and
        records  made  reasonably  available  to  Seller  for tax and  corporate
        purposes for a period of three (3) years after the Closing;

                (8) To the extent assignable, all computer programs and software
        (other  than  software  for  accounting  purposes),  and all  rights and
        interests in and to computer  programs and software (other than software
        for  accounting  purposes)  used in  connection  with the  business  and
        operations of the Station; and

                (9) All intangible  assets of Seller relating to the Station not
        specifically described above, including, without limitation, goodwill.

        2.2     Excluded Assets.  The Assets shall exclude the following
assets:

                (1)  Seller's  cash on hand as of the Closing Date and all other
        cash in any of  Seller's  bank or savings  accounts;  notes  receivable,
        letters  of  credit  or other  similar  items;  and any  stocks,  bonds,
        certificates of deposit and similar investments;

                (2)      Accounts Receivable;

                (3)      The studio building of the Seller at 399 North
        Third Street in Campbell, California;

                (4) Seller's  corporate minute books and other books and records
        relating to internal  corporate  matters and any other books and records
        not related to the Station or its business or operations;

                (5) 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 which relate solely to the period prior to the Closing
        Date;

                (6)      All insurance contracts (except as otherwise
        provided in Section 7.9);




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                (7) All  contracts  listed on  Schedule  3.13 and all  assets or
        funds held in trust, or otherwise, associated with or used in connection
        with Seller's employee benefit plans, programs or arrangements;

                (8)  All computer software used for accounting purposes
        relating to the Station; and

                (9) All Choses in Action of Seller which  existed on or prior to
        the Closing  Date and which  relate  entirely  to the period  before the
        Closing Date.


        2.3     Purchase Price.  The Purchase Price for the Assets is
Three Million One Hundred Ninety Thousand Dollars ($3,190,000),
which amount shall be payable as follows:

                         (i)        the Escrow Deposit, which shall be deposited
by Buyer with the Escrow Agent on the  execution of this  Agreement and shall be
transferred  to Seller by wire  transfer  at the  Closing  and  credited  to the
Purchase Price; and

                         (ii)       Three Million Ninety Thousand Dollars
($3,090,000)  of the Purchase  Price shall be paid to the Seller or its designee
at Closing by wire transfer to an account designated by Seller of which Buyer is
notified in writing at least two (2) business days prior to the Closing Date.

        2.4     Adjustments and Prorations.

                (a) All  revenues  arising  from the  operation  of the Sta tion
earned or accrued up until  midnight on the day prior to the Closing  Date,  and
all expenses, costs and liabilities, arising




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therefrom  incurred,  accrued or payable up until such time in cluding,  without
limitation, business, license, utility charges, real and personal property taxes
and  assessments  levied  against the Assets,  property and  equipment  rentals,
applicable  copyright or other fees,  sales and service charges,  taxes,  wages,
salaries,  vacation and sick pay shall be prorated  between  Buyer and Seller in
accordance  with the  principle  that (i) Seller  shall  receive  all  revenues,
refunds and deposits of Seller held by third  parties,  and shall be responsible
for all expenses,  costs and liabilities  incurred,  payable or allocable to the
conduct of the  business and  operations  of the Station for the period prior to
the Closing Date and (ii) Buyer shall  receive all  revenues  earned or accrued,
and shall be  responsible  for all  expenses,  costs and  liabilities  incurred,
payable or  allocable  to the  conduct of the  business  and  operations  of the
Station for the period  commencing  on and  continuing  after the Closing  Date.
Seller will be liable for all of the costs of employee compensation,  including,
but not limited to (i) all taxes and related  contributions,  vacations and sick
pay  properly  attributable  to or  accruable on account of ser vice with Seller
through  midnight  on the date  prior  to the  Closing  Date and (ii) all  group
medical,  dental or death benefits for expenses incurred,  related to or arising
from, events occurring on or prior to midnight on the date prior to the




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Closing Date,  or death or  disability  occurring on or prior to midnight on the
date  prior  to the  Closing  Date,  whether  reported  by the  Closing  Date or
thereafter;  Buyer will be liable for all of the costs of employee compensation,
if any, properly attributable or accruable thereafter on account of service with
Buyer.  Except as provided in Section 2.5(b),  Trade Deals shall not be adjusted
or pro rated.

                (b) Adjustments or prorations pursuant to this Section 2.4 will,
insofar as  feasible,  be  determined  and paid on the  Closing  Date based upon
Seller's calculation  delivered to Buyer ten (10) days prior to the Closing Date
and  approved by Buyer,  with final  settlement  and payment by the  appropriate
party oc curring no later than  sixty  (60) days  after the  Closing  Date.  The
determination  of the amount of  adjustment  under  Section 2.4 shall be made by
Buyer in accordance with generally accepted accounting principles,  consistently
applied.  Upon such deter  mination,  within  sixty (60) days after the  Closing
Date, Buyer shall submit such  determination  to Seller for approval.  If Seller
disagrees with the determination  made by Buyer of the adjustment,  Seller shall
give prompt written notice thereof,  but in no event later than twenty (20) days
after receipt of such determination,  specifying in reasonable detail the nature
and extent of such disagreement, and Buyer and Seller shall have a




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period of thirty (30) days in which to resolve such disagreement. If the parties
are unable to resolve such  disagreement  within such 30-day period,  the matter
shall  be  submitted  to  Price  Waterhouse,  an  independent  certified  public
accounting  firm,  which  accounting  firm shall be  directed  to submit a final
resolu tion within thirty (30) days. Such accounting firm's determina tion shall
be binding on Buyer and Seller.  Each party shall bear the fees and  expenses of
its own  representatives,  including its  independent  accountants,  if any, and
shall share  equally the fees and  expenses of any firm  selected to resolve any
disagreement  between the parties.  Within ten (10)  business  days  following a
final determination hereunder, the party obligated to make payment will make the
payments determined to be due and owing in accordance with this Section 2.4.

        2.5 Assumption of  Liabilities  and  Obligations.  (a) As of the Closing
Date,  Buyer shall  assume and  undertake to pay, dis charge and perform all the
obligations and liabilities of Seller relating to the Station under the Licenses
and the  Assumed  Con  tracts  assigned  to Buyer  relating  to the time  period
beginning on or arising out of events  occurring  on or after the Closing  Date,
except to the extent  expressly  provided  for  otherwise  in the LMA. All other
obligations  and  liabilities  of Seller,  including,  without  limitation,  (i)
obligations or liabilities under any




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contract not included in the Assumed Contracts,  (ii) obligations or liabilities
under any  Assumed  Contract  for which a  Consent,  if  required,  has not been
obtained as of the Closing,  (iii) any obligations or liabilities  arising under
the Assumed  Contracts  or  otherwise  relating to the time period  prior to the
Closing  Date or  arising  out of events  occurring  prior to the  Closing  Date
(including  liabilities  for  breach by Seller  prior to  Closing)  and (iv) any
forfeiture,  claim or pending litigation or proceeding  relating to the business
or operations of the Station, prior to the Closing Date, shall remain and be the
obligation  and  liability  solely of  Seller,  except to the  extent  expressly
provided for otherwise in the LMA. Other than as specified  herein,  Buyer shall
assume no liabilities or obligations of Seller.

                (b) Schedule 2.5(b), captioned "Air Time Due Client", contains a
description  of all of the Trade  Deals on the date  hereof and  correctly  sets
forth  Seller's  current  obligations  un der the caption  "Air Time Due Client"
under each such Trade Deal.  On the Closing  Date,  Buyer shall assume the Trade
Deals listed on Schedule 2.5(b) and all other Trade Deals entered into by Seller
between the date hereof and the Closing Date; provided, however, if the Seller's
aggregate  obligations  for "Air Time Due Client" as of the Closing Date exceeds
$5,000 then all amounts in excess




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of $5,000 shall be considered an operating  expense of Seller to be pro-rated in
accordance  with Section 2.4. The Trade Deals  assumed by Buyer  pursuant to the
terms of this Section 2.5(b) shall be considered Assumed Contracts.

        2.6 Allocation. The Purchase Price shall be allocated to the Assets in a
manner  which  complies  with  Section  1060 of the  Code  with  respect  to the
allocation  of the  Purchase  Price among the Assets.  The  allocation  shall be
consistently  reported  by Buyer  and  Seller on Form  8594 in  compliance  with
Section  1060 based upon an asset  valuation  supplied by  Broadcast  Investment
Analysts  (BIA).  The cost of the appraisal shall be shared equally by Buyer and
Seller.  The  appraisal  shall be provided  to Seller no later than  January 31,
1998,  but no earlier than ninety (90) days after the  Closing.  For purposes of
allocation, the Non-Competition Agreement shall be allocated a value of $10,000.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

        The Seller represents and warrants to Buyer as follows:

        3.1 Organization,  Standing and Authority. Each Seller is now and on the
Closing Date shall be a corporation duly organized, validly existing and in good
standing  under the laws of the State of Delaware,  and has all necessary  power
and




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authority  to own,  lease and operate the Assets and to carry on the business of
the Station as now being  conducted  and as proposed to be  conducted  by Seller
between the date hereof and the Closing Date.

        3.2 Authorization and Binding Obligation.  Each Seller has the requisite
power and corporate  authority to execute,  deliver,  and perform this Agreement
and all other  agreements  to be executed  and  delivered  by it hereunder or in
connection  herewith,  and all necessary corporate actions on the part of Seller
have been duly and  validly  taken to  authorize  the  execution,  delivery  and
performance  of this Agreement and such other  agreements and  instruments to be
executed and  delivered by Seller.  This  Agreement  has been duly  executed and
delivered by Seller and constitutes the legal,  valid and binding  obligation of
Seller enforceable against it in accordance with its terms.

        3.3 Absence of Conflicting Agreements.  Neither the execution,  delivery
and  performance  of this Agreement and such other  agreements  and  instruments
(with or  without  the  giving of  notice,  the lapse of time,  or both) nor the
consummation of the transactions contemplated hereby, (i) conflicts with any pro
vision of the Certificate of  Incorporation  or Bylaws of Seller;  (ii)conflicts
with, results in a breach of, or constitutes a default under any applicable law,
judgment, order, ordinance,




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decree, rule, regulation or ruling of any court or governmental instrumentality;
(iii)  results in a breach of,  conflicts  with,  constitutes a default under or
permits any party to terminate,  modify, accelerate the performance of or cancel
the  terms  of,  any  agreement,  lease,  license,   indenture,   instrument  of
indebtedness or other  obligations to which Seller is a party or by which Seller
may be bound; or (iv) creates any liability,  mortgage,  lien, pledge, condition
or encumbrance of any nature whatsoever upon any of the Assets.

        3.4  Licenses.  Schedule 3.4 hereto is a true and  complete  list of the
Licenses.  The  Licenses  comprise  all  of  the  licenses,  permits  and  other
authorizations necessary under the law to conduct the business and operations of
the Station in the manner and to the full extent it is now being conducted,  and
none of the  Licenses is subject to any  restriction  or  condition  which would
limit the full operation of the Station as presently operated.  The Licenses are
in full force and effect,  and the conduct of the business and operations of the
Station is in accordance therewith.  The Station is operating in accordance with
the Licenses and in compliance with the  Communications  Act of 1934, as amended
and the rules,  regulations  and  policies  of the FCC and all other  applicable
laws. The Station is currently being operated at 5,000 watts day and night.




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3.5  Real  Property.  Schedule  3.5  hereto  contains  a list  of the  leasehold
interests  (including  all  improvements  thereon)  which comprise all leasehold
interests  used in  connection  with or  necessary  to conduct the  business and
operations of the Station as now conducted. Except as set forth on Schedule 3.5,
there are no parties in  possession  of all or any portion of the Real  Property
other  than  Seller,  whether  as  lessees,  tenants  at  will,  trespassers  or
otherwise.  To the best  knowledge  of  Seller,  no  zoning,  building  or other
federal,  state or  municipal  law,  ordinance,  regulation  or  restriction  is
violated by the continued maintenance,  operation or use of the Real Property or
any tract or portion  thereof or  interest  therein in its present  manner.  The
current use of the Real  Property and all parts  thereof as  aforesaid  does not
violate any  restrictive  covenants of record  affecting the real property.  All
necessary  licenses,  permits and  authorizations  required by any  governmental
authority  with  respect  to the Real  Property  have been  obtained,  have been
validly issued and are in full force and effect.  Except as otherwise  disclosed
on Schedule 3.5, Seller is not, and to Seller's knowledge,  no other party is in
material default under any lease or other  instrument of conveyance.  Subject to
obtaining applicable Consents,  Seller has the full legal power and authority to
assign its rights under the leases listed in




<PAGE>



Schedule  3.5  hereto  to  Buyer.   All  leasehold   interests   (including  the
improvements  thereon) are  available  for  immediate  use in the conduct of the
business and operations of the Station.

        3.6 Title to and  Condition  of Personal  Property.  Schedule 3.6 hereto
contains a  description  of the items of Personal  Property  which  comprise all
Personal  Property  directly used in connection with the business and operations
of the Station (having a replacement value of not less than $100 for each item).
Except  as set  forth on  Schedule  3.6  hereto,  Seller  has good  title to all
Personal  Property and none of the Personal  Property is subject to any security
interest,  mortgage,  pledge,  conditional  sales  agreement  or  other  lien or
encumbrance,  except  for (i) liens  for  current  taxes and other  governmental
charges not yet due and payable, (ii) encumbrances which in the aggregate do not
affect the use or value of the  Personal  Property  and (iii)  other liens which
shall be discharged or removed by Seller prior to or at Closing.  Seller is not,
and to Seller's  knowledge no other party is, in material  default  under any of
the leases,  licenses and other  agreements  relating to the Personal  Property.
Except as otherwise  disclosed in Schedule 3.6 hereto,  the Personal Property is
in good  operating  condition  and  repair  (ordinary  wear and tear  excepted),
permits  the  operation  of the  Station  as  currently  conducted  without  any
immediate need for replacement




<PAGE>



and is available for immediate use in the business and operation of the Station.

        3.7   Contracts.   Schedule  3.7  and  Schedule  3.13  hereto  con  tain
descriptions of all the Contracts in effect on the date hereof relating directly
and solely to the Station other than  Contracts for (i) the sale of  advertising
time on the  Station  which can be  canceled  on not more than  thirty (30) days
notice (not including Trade Deals) and (ii) all other non-advertising  Contracts
where the  obligations of Seller are less than $1,000 for each such contract and
with aggregate  obligations  for all such  contracts  relating to the Station of
less than $3,500. All of the Assumed Contracts are in full force and effect, and
are valid,  binding and  enforceable in accordance  with their terms.  Except as
otherwise disclosed on Schedule 3.7, there is not under any Assumed Contract any
default or breach by Seller, or to Seller's knowledge, any other party. Schedule
3.7 separately  identifies  each program  license,  agreement,  and  advertising
agreement required to be set forth thereon, and correctly sets forth the balance
of Seller's rights and obligations under each agreement listed thereon as of the
date hereof.

        3.8  Consents.  Schedule 3.8 sets forth those  Assumed  Contracts  which
require  consent  for  assignment  to Buyer and all other  consents  required to
consummate the transactions




<PAGE>



contemplated  hereby.  Except for the Consents described in Schedule 3.8 hereto,
no consent, authorization, approval, order, license, certificate or permit of or
from,  or  declaration  or  filing  with,  any  federal,  state,  local or other
governmental  authority or any court or other tribunal, and no consent or waiver
of any  party  to any  contract  to  which  Seller  is a party  is  required  or
declaration to or filing with any governmental or regulatory  authority,  or any
other third party is required (i) execute  this  Agreement,  (ii) to  consummate
this Agreement and the transactions  contemplated hereby, (iii) to permit Seller
to assign or transfer the Assets to Buyer or (iv) to enable Buyer to conduct the
business or  operations  of the Station in the same manner as such  business and
operations are presently conducted.

        3.9  Trademarks,  Trade Names and  Copyrights.  Schedule 3.9 hereto is a
true and complete list of all copyrights,  trademarks,  trade names, patents and
applications,  if any, used directly and solely in connection  with the business
and  operations  of  the  Station.   The  Intellectual   Property  includes  all
copyrights,  trademarks,  tradenames,  patents and applications; if any, and all
licenses (other than program licenses),  patents, permits, jingles,  privileges,
logos,  computer  software,   data  and  documentation,   confidential  business
information and other similar intangible property rights and interests issued to
or




<PAGE>



owned by Seller,  or under  which  Seller is  licensed  or  franchised  relating
directly  and  solely to the  conduct  of the  business  and  operations  of the
Station.  Schedule 3.9 describes all Intel lectual  Property,  if any, which are
licensed to third  parties.  Neither  Seller nor any of its  affiliates or their
respective  officers,  directors  or  employees  has  received  any  notices  of
infringement, misappropriation, or conflict from any third party with respect to
the Intellectual Property; and to Seller's knowl edge, Seller has not infringed,
misappropriated  or  otherwise  con flicted with any  proprietary  rights of any
third parties.

        3.10 Financial  Statements.  Schedule 3.10 hereto contains copies of the
financial statement of operating income pertaining to the Station, as at and for
Station's fiscal year ended December 31, 1996 (the "1996  Financials") and as at
and for the quarter ended March 31, 1997 (the  "Financial") (the 1996 Financials
and the Stub  Financials are  collectively  referred to herein as the "Financial
Statements").  The Financial  Statements are true and correct and present fairly
the operating income and financial condition of the Station as at their date.

        3.11 Insurance.  Schedule 3.11 hereto comprises a true and complete list
of all  insurance  policies of Seller  covering any of the Assets,  employees or
business and  operations of the Station except for employee  benefit plans.  All
policies of insurance




<PAGE>



listed in Schedule  3.11 hereto are in full force and effect.  All premiums have
been paid in full and Seller is not in default with  respect to its  obligations
thereunder.

        3.12 Reports.  During Seller's  period of ownership of the Station,  all
material  returns,  reports and statements which the Station is required to file
with the FCC or with any other  governmental  agency  have been  filed,  and all
reporting  requirements  of the FCC and other  governmental  authorities  having
jurisdiction thereof have been complied with. The FCC public inspection file for
the Station is current and complete in all material respects.

        3.13 Employee  Benefit Plans.  (a) Schedule  3.13(a) contains a complete
list of all employees of the Station,  date of hire, job description and payroll
information, as at December 31, 1996. Since December 31, 1996, there has been no
increase in  compensation  or bonuses  payable to employees  except as otherwise
disclosed to Buyer in writing.  Seller agrees to terminate all employees  listed
on  Schedule  3.13(a)  on the day prior to the  Closing  Date,  except for those
employees,  if any, that Buyer notifies Seller in writing at least ten (10) days
prior to the Closing Date that it wishes to retain.

                (b) Schedule 3.13(b) contains a true and complete list as of the
date of this Agreement of all employment agreements,




<PAGE>



employee benefit plans or arrangements  currently applicable to the employees of
Seller  employed at the Station and of all fixed or  contingent  liabilities  or
obligations  of Seller with  respect to any person now  employed at the Station,
including pension or thrift plans, individual or supplemental pension or accrued
compensation  arrangements,  contributions to hospitalization or other health or
life insurance programs,  incentive plans, bonus arrangements and vacation, sick
leave, disability and termination arrangements or policies. Seller has furnished
Buyer with a summary of all  employment  practices,  a summary of all  currently
applicable plan documents, trust documents,  insurance contracts, contracts with
employees and plan description of the written plans and  arrangements  listed in
Schedule  3.13(b)  hereto  relating to the Station,  and with  descriptions,  in
writing,  of the unwritten  plans and  arrangements  listed in Schedule  3.13(b)
hereto  relating to the  Station.  All  employee  benefits and wel fare plans or
arrangements  listed in Schedule  3.13(b) hereto were  established and have been
executed, managed and administered without material exception in accordance with
all  applicable  requirements  of the Code and ERISA,  as amended,  and of other
applicable  laws.  There  exists no action,  suit or claim  (other than  routine
claims for benefits) with respect to any of such plans or  arrangements  pending
or threatened against any of such




<PAGE>



plans or  arrangements,  nor any facts which could give rise to any such action,
suit or claim.

        3.14 Labor  Relations.  As of the date hereof,  Seller is not a party to
nor subject to any collective  bargaining agreements with respect to the Station
and Seller does not have any written or oral  contracts of  employment  with any
employee of the Station,  other than those listed in Schedule 3.13 hereto. As of
the date hereof, to the best of Seller's knowledge, Seller, in the opera tion of
the Station,  has complied in all material  respects with all  applicable  laws,
rules and  regulations  relating to the  employment  of labor,  including  those
related to wages, hours,  collective bargaining;  occupational safety; sex, age,
national origin,  race and religious  discrimination;  and the payment of social
security and other payroll  related taxes,  and as of the date hereof Seller has
not  received  any notice  alleging  that it has failed to comply  with any such
laws,  rules or regulations in the operation of the Station.  No  controversies,
disputes  or  proceedings  are  pending  or,  to the best  knowledge  of  Seller
threatened,  between Seller and its employees  (singly or  collectively)  of the
Station  except as  disclosed in Schedule  3.14 hereto.  No labor union or other
collective  bargaining  unit  represents  or  claims  to  represent  any  of the
employees of the Station as of the date hereof.




<PAGE>



3.15 Taxes. Except to the extent set forth in Schedule 3.15, Seller has filed or
caused  to be filed  all  federal,  state,  county,  local  or city tax  returns
affecting  the Station or the Assets  which are  required to be filed by Seller,
and all taxes  assessments  and  other  governmental  charges  which are due and
payable  have been timely  paid.  There are no tax liens upon the Station or the
Assets.  All tax reports filed by Seller fairly  reflect the taxes of Seller for
the periods  covered  thereby  and the Seller has  received no notice of any tax
deficiency  or  delinquency.  All monies  required to be withheld by Seller from
employees or collected  from  customers  for income taxes,  social  security and
unemployment insurance taxes and sales, excise and use taxes, and the portion of
any such  taxes to be paid by Seller to  governmental  agencies  or set aside in
accounts for such purposes  have been so paid or set aside,  or such monies have
been  approved,  reserved  against  and  entered  upon the books  and  Financial
Statements.

        3.16 Claims;  Legal Actions. As of the date hereof,  except as set forth
in  Schedule  3.16  hereto,  there  is  no  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
Seller's knowledge, threatened against or relating to the Station, the




<PAGE>



Assets,  or the business and  operations  of the Station.  All claims  listed on
Schedule 3.16 will be satisfied on or prior to the Closing Date.

        3.17 Laws. Seller has complied in all respects with (i) the Licenses and
(ii) all material applicable federal, state and local laws, rules,  regulations,
ordinances,  judgments,  orders and decrees. Neither the ownership or use of the
properties  of Sel ler  relating to the Station nor the conduct of the  business
and operations of the Station conflict with the rights of any other person, firm
or corporation.

        3.18 Undisclosed Liabilities. With respect to the Station or the Assets,
except as set forth in  Schedule  3.18  hereto or  otherwise  disclosed  in this
Agreement,  Seller has no  liability,  secured or unsecured  (whether  absolute,
accrued,  contingent  or  otherwise  and whether  due or to become due)  whether
within  or  outside  the  ordinary  course  of  business  consistent  with  past
practices, none of which individually or in the aggregate are materially adverse
to the Assets or operations of the Station.

        3.19 Books and  Records.  The books of account of the  Station and other
records of the Seller  relating to the Station are  complete  and correct in all
material respects.  At the Closing,  all such books and records shall be located
at the  business  of fice of the  Station,  except  for the  excluded  books and
records.




<PAGE>



3.20 Assets. The Assets include all assets used in connec tion with the business
of the Station as currently  conducted and all assets which permit the operation
of the Station as currently conducted (having a value in excess of $100).

        3.21 No Adverse  Developments.  Since  December  31,  1996 there has not
occurred:

                (a)      any sale, lease, transfer, assignment, abandonment
        or other disposition of any of the Assets of the Station
        other than obsolete Assets; or

                (b)  except  as  otherwise  expressly  disclosed  on  any of the
        Schedules hereto or otherwise  expressly  disclosed to Buyer in writing,
        any action or failure to act,  which if it occurs after the date of this
        Agreement  but  prior to  Closing,  would  constitute  a  breach  of any
        covenant  or   representation   set  forth  in  this   Agreement.   3.22
        Environment, Health and Safety.

                (a) Except as expressly set forth on Schedule  3.22,  Seller has
obtained  all permits and  licenses  required  under ap  plicable  law,  and has
complied  in all  material  respects  with  and is in  compliance  with all such
permits and licenses and laws and orders  relating to, public health and safety,
worker health and safety and pollution or  protection  of the  environment  (col
lectively, "Health, Safety and Environmental Requirements").




<PAGE>



(b)  Except  as  expressly  set forth on  Schedule  3.22,  no  facts,  events or
conditions  relating to the present  facilities or operations of the Station or,
to Seller's  knowledge,  their pre decessors  interfere with such  operations or
prevent  continued  compliance with, or give rise to any common law or statutory
liability  or  remediation   under,  any  Health,   Safety  and  Environ  mental
Requirement.

        3.23 Full  Disclosure.  No  representation  or  warranty  made by Seller
herein nor any certificate, document or other written instrument furnished or to
be furnished  pursuant hereto contains or will contain any untrue statement of a
material  fact nor shall any such  certificate,  document or written  instrument
omit any  material  fact  necessary  in order to make any  statement  herein  or
therein not misleading.

                                   ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF BUYER

        Buyer represents and warrants to Seller as follows:

        4.1  Organization,  Standing and Authority.  Each Buyer is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of the
State of  Delaware,  and is duly  qualified  to conduct  business and is in good
standing in the State of California.




<PAGE>



4.2 Authorization and Binding Obligation. Each Buyer has the requisite power and
authority  to  execute,  deliver,  and  perform  this  Agreement  and all  other
agreements  to be  executed  and  delivered  by it  hereunder  or in  connection
herewith and all necessary action on the part of Buyer has been duly and validly
taken to authorize the execution, delivery and performance of this Agreement and
such other  agreements  and  instruments  to be executed and delivered by Buyer.
This Agreement has been duly executed by Buyer and constitutes the legal, valid,
and binding  obligation of Buyer,  enforceable  against Buyer in accordance with
its terms.

        4.3 Absence of Conflicting Agreements or Consents.  Subject to obtaining
the  Consents  and  any  consent  required  by  Buyer's  lenders,   no  consent,
authorization,  approval,  order, license,  certificate or permit of or from, or
declaration  or filing  with any  federal,  state,  local or other  governmental
authority or any court or other tribunal,  and no consent or waiver of any party
to any  material  contract  to  which  Buyer  is a  party  is  required  for the
execution,  delivery and  performance of this Agreement or any of the agreements
or  instruments  contemplated  hereby.  Neither  the  execution,   delivery  and
performance of this Agreement and such other agreements and instruments (with or
without the giving of notice,  the lapse of time, or both) nor the  consummation
of




<PAGE>



the  transactions  contemplated  hereby (i) conflicts  with the  Certificate  of
Incorporation  of Buyer;  (ii) except for the necessity of obtaining  applicable
Consents and any consent required by Buyer's lenders, conflicts with, results in
a breach of, or constitutes a default under any applicable law, judgment, order,
injunction,  decree,  rule,  regulation  or ruling of any court or  governmental
instrumentality  or (iii)  except  for the  necessity  of  obtaining  applicable
Consents and any consent required by Buyer's lenders, conflicts with, results in
a breach  of,  constitutes  a default  under,  permits  any party to  terminate,
modify,  accelerate  the  performance  of or cancel the terms of, any agreement,
lease,  instrument of indebtedness,  license or other obligations to which Buyer
is a party, or by which Buyer may be bound, such that Buyer could not acquire or
operate the Assets.

        4.4  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  (including  financial  qualification),  permits  and
authorizations  listed on Schedule 3.4 hereto, or as an owner and/or operator of
the Stations' Assets.

        4.5 Full Disclosure. No representation and warranty made by Buyer herein
nor any certificate, document or other written in




<PAGE>



strument  furnished or to be furnished  pursuant hereto contains or will contain
any untrue  statement  of a material  fact nor shall  such  representations  and
warranties omit any statement  necessary in order to make any material statement
contained herein or therein not misleading.

                                    ARTICLE V
                               COVENANTS OF SELLER

        5.1  Pre-Closing  Covenants.  Except as contemplated or required by this
Agreement  or the LMA,  commencing  on the date hereof  until the Closing  Date,
Seller shall cause the Station to be operated in the ordinary course of business
in accordance with past practices, provided, however:

                (a) Negative Covenants. Seller shall not do any of the following
without the prior written consent of the Buyer:

                        (1) Compensation.  Except in accordance with normal past
practices or reasonable bonuses relating to the Closing hereunder,  (a) Increase
the  compensation  of any person  employed in connection with the conduct of the
business  or  operations  of the  Station,  (b) pay or  grant  bonuses  or other
benefits  payable or to be payable to any person employed in connection with the
conduct of the  business or  operations  of the  Station,  or (c) enter into any
employment, severance or similar




<PAGE>



agreement  with  any  employee  of the  Station  which  does  not  by its  terms
terminate,  or cannot be  terminated or satisfied by Seller  without  premium or
penalty, prior to or at the Closing;

                        (2) Contracts. (a) Modify, amend or terminate any of the
Assumed Contracts or (b) enter into other  non-advertising  Contracts obligating
Seller to provide  payments or benefits other than advertising time in excess of
$1,000 each over the life of the Contract or $3,500 in the  aggregate.  Schedule
3.7 will be amended and  supplemented  to include any Contracts  permitted to be
entered into, amended or approved pursuant to this paragraph 5.1(a)(2);

                        (3)  Disposition  of Assets.  Sell,  assign,  lease,  or
otherwise transfer or dispose of, or agree to sell,  assign,  lease or otherwise
transfer  or dispose  of, any of the Assets,  other than  obsolete  Assets or in
connection with the  acquisition of replacement  property of equivalent kind and
value;

                        (4) Encumbrances.  Create or assume any mortgage,  lien,
pledge, condition,  charge or encumbrance of any nature whatsoever, or permit to
exist any liability, mortgage, lien, pledge, condition, charge or encumbrance of
any nature  whatso ever,  upon the Assets,  except for those in existence on the
date of this Agreement and disclosed on Schedules 3.5 and 3.6 hereto;




<PAGE>



                        (5) FCC Licenses. Do any act or fail to do any act which
would result in the expiration, revocation, suspension or modification of any of
the FCC Licenses;

                        (6) Labor  Relations.  Except as required by law,  enter
into any collective bargaining agreement or, through nego tiations or otherwise,
make any  commitment  or incur  any  liability  to any labor  organization  with
respect to the employees of the Station; or

                        (7) No  Inconsistent  Action.  Take any action  which is
inconsistent  with its obligations  hereunder or which could hinder or delay the
consummation of the transaction con templated by this Agreement.

                (b) Affirmative Covenants. Seller shall do the following:

                        (1) Access to  Information.  Upon prior notice to Seller
allow  Buyer and its  authorized  representatives  reasonable  access at Buyer's
expense during normal business hours to the Assets, the personnel of the Station
and to all other 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  representa  tives  all
information with respect to the affairs and business of the Station as Buyer may
reasonably request and make its indepen




<PAGE>



dent  accountants and key employees  reasonably  available,  it being understood
that the rights of Buyer  hereunder  shall not be exer cised in such a manner as
to interfere unreasonably with the operations or the business of the Station;

                        (2) Maintenance of Assets. Maintain all of the Assets or
replacements  thereof and improvements thereon in good working order and repair,
with  inventories  of spare parts and expendable  supplies  being  maintained at
levels  consistent with past practices and at normal and adequate amounts needed
to operate the Station in the usual and customary manner;

                        (3) Insurance. Maintain all existing insurance policies,
or comparable  coverage,  for the Station and the Assets,  as listed in Schedule
3.11 hereto;

                        (4)  Consents.  Use  its  best  efforts  to  obtain  the
Consents;

                        (5)  Preservation of Business.  Use its best ef forts to
maintain and preserve  the business and  operations  of the Station and maintain
and preserve  consistent with the ordinary  course of business,  the goodwill of
and present  relationships  with  suppliers,  advertisers,  customers and others
having business relations with Station;




<PAGE>



                        (6) Books and Records. Maintain the books and records of
Seller relating to the Station in accordance with past practices;

                        (7)  Notification.  Promptly notify Buyer in writ ing of
any  unusual or  material  developments  or  changes  adversely  relating  to or
affecting the business and  operations  of the Station or the Assets;  and by no
later than ten (10) days prior to the Closing Date, provide written  disclosures
reflecting  such  additions  or deletions  to the  information  contained in the
attached  Schedules  as may be  necessary  to make such  Schedules  accurate and
complete as of the Closing Date; and

                        (8) Compliance with Laws. Use its best efforts to comply
in all  respects  with all  rules  and  regulations  of the FCC,  and all  other
material  laws,  rules and  regulations  to which the  Station or the Assets are
subject.

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





<PAGE>



                                   ARTICLE VI
                               COVENANTS OF BUYER

        6.1  Inconsistent  Action.  Buyer  will  not  take  any  action  that is
inconsistent with its obligations under this Agreement.

        6.2  Post-Closing  Covenants.  After the Closing,  Buyer shall take such
actions,  and shall  execute  and deliver to Seller  such  documents  as, in the
reasonable  opinion of counsel for Seller and Buyer, may be necessary to ensure,
complete  and evidence  the full and  effective  transfer of the Assets to Buyer
pursuant to this Agreement.

                                   ARTICLE VII
                        SPECIAL COVENANTS AND AGREEMENTS

        7.1     FCC Consent.

                (a) Within five (5)  business  days after the  execution of this
Agreement, Buyer and Seller will file with the FCC appro priate applications for
the  FCC  Consent.  The  parties  shall  prosecute  the  applications  with  all
reasonable diligence and otherwise use their best efforts to obtain the grant of
such  applications  as  expeditiously  as  practicable.  Each party will use its
reasonable  efforts to obtain all  government  consents and  authorizations  and
promptly make filings with and give notices to




<PAGE>



government agencies reasonably required to effect the trans actions contemplated
hereby.

                (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  attributable to Seller or arising out of Seller's operation
of the Station;  (ii)  compliance by the parties  hereto with the conditions (if
any) imposed in the FCC Consents and (iii) the FCC Consent,  through the passage
of time or otherwise, becoming a Final Order.

        7.2 Control of the  Station.  Buyer shall not,  directly or  indirectly,
control,  supervise,  direct or attempt to  control,  supervise  or direct,  the
programming  of the Station until the completion of the Closing  hereunder.  The
control and  supervision  of all of the Station's  operations  shall be the sole
responsibil ity of Seller until the Closing.

        7.3 Accounts  Receivable.  All accounts receivable of Seller arising out
of the  operations  of the Station  and  outstanding  on the Closing  Date shall
remain as provided  herein,  the property of the Seller,  provided Seller hereby
authorizes  Buyer,  for purposes of collection only to collect such  receivables
for a period of 120 days  after the  Closing.  Seller  shall  deliver to Buyer a
complete  and  detailed  statement  of each  account  and  Buyer  shall  use its
reasonable efforts, consistent with its customary




<PAGE>



collection  practices  for its own  accounts  receivable,  to collect  each such
account  receivable  during  said 120  days.  Buyer  shall  provide  to Seller a
detailed monthly aging of such Accounts  Receivable showing amounts collected to
the date of such aging and amounts  outstanding as of the date of such aging and
within  twenty  (20) days of the end of each  month  deliver to Seller the aging
report and a check for the amounts collected during such month.  Buyer shall not
be  required  to refer any account to a  collection  agency or an  attorney  for
collection,  nor shall it  compromise,  settle,  or adjust any  account  without
receiving  the  approval of Seller.  Seller shall take no action with respect to
the Accounts  Receivable,  such as litigation,  until the expiration of said 120
day period.  Following the  expiration  of said 120 day period,  Seller shall be
free to take such  action  as Seller  may in its sole  discretion  determine  to
collect any Accounts Receivable then outstanding. All payments received by Buyer
from a customer who has an Account  Receivable which is being collected by Buyer
for Seller and who also has other  accounts with Buyer shall be applied by Buyer
by first paying the Accounts  Receivable  arising  prior to the Closing Date and
then  paying  the  Accounts  Receivable  arising on or after the  Closing  Date;
provided,  however, that in the event any account debtor disputes in writing any
Account Receivable (or portion thereof) of Seller, Buyer may apply




<PAGE>



payments  received from such account  debtor to the  undisputed  portion of such
account debtor's  Accounts  Receivable if Buyer notifies Seller of such disputed
Account Receivable.

        7.4 Taxes,  Fees and Expenses.  All sales, use,  transfer,  and purchase
taxes and fees,  if any,  arising out of the transfer of the Assets  pursuant to
this  Agreement  shall be paid by Seller.  All filing  fees  required by the FCC
shall be shared  equally by Seller and Buyer.  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.

        7.5 Brokers.  Buyer and Seller each  represent  and warrant to the other
that neither it nor any of its  affiliates,  any person or entity  acting on its
behalf or its  affiliates  has  incurred  any  liability  for any  finder's,  or
broker's, fees or commissions in connection with the transaction contemplated by
this  Agreement  except (i) those  which have been  disclosed  in writing to the
other party and are the sole  obligation  of such party or its  affiliates,  and
(ii) the payment of a fee to Media Venture Partners,  Ltd. which Seller will pay
at the  Closing.  Seller  shall  indemnify  Buyer  against  any,  and hold Buyer
harmless against and with respect to, and shall reimburse Buyer for, all




<PAGE>



claims for broker fees which are the  obligation  of Seller  under this  Section
7.5.

        7.6 Bulk Sales Law.  Buyer hereby  waives  compliance by Seller with the
provisions of the California Bulk Sales Law, if applicable,  and Seller warrants
and agrees to pay and discharge when due all claims of creditors  which could be
asserted  against Buyer by reason of such  noncompliance to the extent that such
liabilities  arise before the Closing and are not specifically  assumed by Buyer
under this Agreement, and agrees to protect, defend, same harmless and indemnify
Buyer from and  against  any and all such  claims and  demands  pursuant  to the
procedures  set forth in  Article XI hereof  which  shall  apply  thereto in all
respects.

        7.7  Confidentiality.  Except as necessary  for the consum mation of the
transaction  contemplated  hereby,  including Buyer obtaining  financing related
thereto,  each party hereto shall keep  confidential  any  information  which is
obtained from the other party in connection with the  transactions  contemplated
hereby;  and except to the extent  that such  materials  or  information  are or
become readily  available to the industry,  have been obtained from  independent
sources, were known to Buyer on a non- confidential basis prior to disclosure to
Buyer from Seller or are required to be  disclosed in public  filings or by law.
In the




<PAGE>



event this Agreement is terminated and the purchase and sale contemplated hereby
abandoned,  each party will return to the other party all documents, work papers
and other written  material  obtained by it in connection  with the  transaction
contemplated  hereby.  Commencing  on the date hereof,  Seller,  Buyer and their
respective  affiliates  shall not make any public  announcement or press release
concerning  the  transactions  contemplated  hereby  without the consent of both
parties hereto,  which consent shall not be unreasonably  withheld.  Section 7.7
shall survive the  termination or cancellation of this Agreement for a period of
one (1) year from the date of termination or cancellation.

        7.8 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 a part of  their  respective  obligations  under  this
Agreement  including  but not limited to the  obtaining of  Consents.  After the
Closing, each of Seller and Buyer shall take such actions, and shall execute and
deliver to the other party such further documents as, in the reasonable  opinion
of counsel  for such other  party,  may be  necessary  to ensure,  complete  and
evidence the full and effective  transfer of the Assets to Buyer or to otherwise
consummate the transactions pursuant to this Agreement.

        7.9     Risk of Loss.




<PAGE>



                (a) The risk of any loss, damage or impairment, con fiscation or
condemnation  of any of the Assets from any cause  whatsoever  shall be borne by
Seller at all times prior to the Closing unless due to causes relating solely to
actions  of Buyer in  performance  of the LMA.  In the  event of any such  loss,
damage or impairment,  confiscation or  condemnation,  whether or not covered by
insurance,  Seller shall promptly notify Buyer of such loss, damage,  impairment
or condemnation and advise Buyer of the estimated cost of repair and replacement
and advise  Buyer  whether  Seller  intends to repair,  replace or restore  such
Assets (the "Loss Notice").

                (b) If Seller,  at its  expense,  repairs,  replaces or restores
such  Assets  to  their  prior  condition  at least  five (5) days  prior to the
Closing,  Seller shall be entitled to all  insurance  proceeds and  condemnation
awards, if any, by reason of such award or loss.

                 (c) If Seller does not or cannot restore or replace the damaged
Assets at least five (5) days prior to the Closing,  or informs the Buyer in the
Loss Notice that it does not intend to restore or replace such Assets, Buyer may
at its option:

                        (i) terminate this Agreement by notice forthwith without
any further obligation hereunder; or




<PAGE>



                        (ii)  proceed to the Closing of this  Agreement  without
Seller  completing  the  restoration  and  replacement  of such damaged  Assets,
provided that Seller shall assign all rights under applicable insurance policies
and condemnation awards, if any, to Buyer.

                 (d) Buyer will  notify  Seller of a decision  under the options
described in Section 7.9(c)(i) or (ii) above within ten (10) business days after
Buyer's receipt of the Loss Notice; provided,  however, that if Seller states in
the Loss Notice that it intends to restore  the damaged  Assets and,  based upon
such  statement  Buyer agrees to proceed to the Closing,  then if Seller has not
restored  such  damaged  Assets  five  (5)  days  prior  to  the  Closing  Date,
notwithstanding  Buyer's prior delivery of a notice to proceed  pursuant to this
Section 7.9(d),  Buyer shall have the right, in its sole  discretion,  to either
postpone the Closing or terminate this Agreement.

                 (e) 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  transmissions by the
Station as it is currently operating for a period of two (2) or more consecutive
days or causes the Station to operate at less than ninety percent (90%)




<PAGE>



of its authorized operating power for a period of more than five
(5) days.

                                  ARTICLE VIII

                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

        8.1 Conditions to Obligations of 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:

                (a)  Representations  and Warranties.  All representa  tions and
warranties  of  Seller  in this  Agreement  shall  be true and  complete  in all
material  respects at and as of the Closing Date as though such  representations
and warranties were made at and as of such time.

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

                (c) Consents.  The FCC Consent,  the Consents listed on Schedule
3.8 hereto,  and any other Consents which are designated by Buyer as material to
the business and  operations  of the Station  shall have been duly  obtained and
delivered to Buyer




<PAGE>



except as hereinafter set forth. The FCC Consent shall have become a Final Order
unless waived by Buyer.

                (d) Licenses; FCC Compliance.  Seller shall be the holder of the
Licenses,  and  there  shall  not have  been any  modi  fication  of any of such
Licenses  which has a material  adverse  effect on the Station or the conduct of
the business or opera tions of the Station arising out of Seller's  operation of
the Station.  No proceeding shall be pending or threatened,  the effect of which
would be to revoke,  cancel,  fail to renew,  sus pend or modify on a materially
adverse  basis any of the  Licenses.  The Station shall be operating in material
compliance with all applicable FCC rules, regulations and policies.

                (e)  Deliveries.  Seller  shall have made or cause to be made or
stand  willing and able to make or cause to be made all the  deliveries to Buyer
set forth in Section 9.2 hereof.

                (f) Adverse  Change.  Since  December  31, 1996 there shall have
been no material  adverse  change in the Assets or  operation  of the Station or
Seller which alone or together with other adverse  changes would delay or hinder
or will  delay or  hinder  the  consummation  of the  transactions  contemplated
hereby.

                (g) Good and Marketable Title to Assets.  At Closing,  the title
of Seller to the Assets will be in the form  described  in Sections 3.5 and 3.6,
free and clear of all liens, encum




<PAGE>



brances,  charges, claims, agreements or other imperfections of title, except as
otherwise provided in Sections 3.5 and 3.6.

                (h) No Adverse  Proceedings.  No action or proceeding shall have
been  instituted by any  governmental  entity against,  and no order,  decree or
judgment of any court,  agency,  commission or  governmental  authority shall be
subsisting against,  any party that would render it unlawful,  as of Closing, to
effect the  transactions  contemplated  by this Agreement in accordance with the
terms hereof or would materially  adversely affect, as of Closing,  the validity
of the  FCC  Licenses  or  would  adversely  affect  the  Assets  or  operations
(financial or otherwise) of the Station.

                  (i)  Non-Competition  Agreement.  The Seller  and Steve  Dodge
shall have executed and delivered a non-competition agreement,  substantially in
the form attached hereto as Exhibit B (the "Non-Competition  Agreement"),  for a
three (3) year period covering any foreign language format in the San Jose radio
market as defined by Arbitron.

        8.2 Conditions to Obligations  of Seller.  All  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:




<PAGE>



(a) Representations and Warranties. All representa tions and warranties of Buyer
contained in this Agreement shall be true and complete in all material  respects
at and as of the Closing Date as though such representations and warranties were
made at and as of such time.

                (b) Covenants and  Conditions.  Buyer shall have in all material
respects performed and complied with all covenants,  agreements,  and conditions
required by this  Agreement to be per formed 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 9.3 hereof.

                (d) FCC Consent. The FCC Consent shall have been granted without
the imposition on Seller of any conditions that require additional compliance by
Seller.

                (e) No Adverse  Proceeding.  No action or proceeding  shall have
been  instituted by any  governmental  entity against,  and no order,  decree or
judgment of any court,  agency,  commission or  governmental  authority shall be
subsisting against,  any party that would render it unlawful,  as of Closing, to
effect the  transactions  contemplated  by this Agreement in accordance with the
terms hereof or would adversely affect, as of Closing, the




<PAGE>



validity of the FCC Licenses or would adversely  affect the Assets or operations
of the Station.

                                   ARTICLE IX
                         CLOSING AND CLOSING DELIVERIES

        9.1 Closing.  Subject to subparagraph  (b) below, the Closing shall take
place at 10:00  a.m.  on a date  selected  by Buyer on five (5) days  notice  to
Seller  which date shall be within  fifteen  (15) days after the FCC Consent has
become a Final  Order.  The  Closing  shall be held at the  offices  of  Buyer's
attorney,  Buyer's  lender's  counsel,  or such other place as shall be mutually
agreed  upon by Buyer and  Seller,  or by  overnight  or  facsimile  delivery of
closing documents.

        9.2 Deliveries by Seller.  Prior to or on the Closing Date, Seller shall
deliver or cause to be delivered to Buyer the fol lowing,  in form and substance
reasonably satisfactory to Buyer and its counsel:

                (a) Transfer Documents. Duly executed bills of sale, assignments
and other transfer documents;

                (b) Consents; Acknowledgments. The original of each Consent;




<PAGE>



                (c)  Estoppel  Certificates.   Estoppel  certificates  from  the
lessor(s) under the lease(s) covering the transmitter and studio;

                (d)  Secretary's  Certificate.  A  certificate,  dated as of the
Closing Date, executed by Seller's Secretary certifying that the resolutions, as
attached to such  certificate,  were duly adopted by Seller's Board of Directors
and shareholders, auth orizing and approving the execution of this Agreement and
the  consummation  of  the  transactions   contemplated  hereby  and  that  such
resolutions remain in full force and effect;

                (e) Licenses,  Contracts,  Business Records,  Etc. To the extent
they are in possession of Seller,  copies of all  Licenses,  Assumed  Contracts,
blueprints,  schematics,  working  drawings,  plans,  projections,   statistics,
engineering records, and all files and records used by Seller in connection with
the Station's  business and  operations,  which copies shall be available at the
Closing or at the Station's principal business office;

                (f) Seller's Certificate. A Certificate, dated as of the Closing
Date,  executed  by the  President  or a  Vice-President  of Seller on behalf of
Seller, in the form attached hereto as Exhibit C;

                (g) Opinions of Counsel. Opinion of Seller's General Counsel and
FCC Counsel, dated as of the Closing Date, substan-




<PAGE>



tially in the forms attached hereto,  respectively,  as Exhibit D and Exhibit E;
and

                (h)  Non-Competition  Agreement.  Executed  counterparts  of the
Non-Competition Agreement.

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

                (a) Purchase  Price.  The  Purchase  Price for the Assets and as
provided in Section 2.3 hereof;

                (b) Assumption  Agreements.  Appropriate  assumption  agreements
pursuant  to  which  Buyer  shall  assume  and  undertake  to  perform  Seller's
obligations under the Assumed Contracts arising on or after the Closing Date;

                (c) Buyer's Certificate. A Certificate,  dated as of the Closing
Date,  executed by the Chairman,  President or a Vice President of Buyer, in the
form of Exhibit F;

                (d)  Buyer's  Authorization.  A  certificate,  dated  as of  the
Closing Date,  executed by Buyer's Secretary or Assistant  Secretary  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 transactions  contemplated hereby and that
such resolutions remain in full force and effect; and




<PAGE>



                (e) Opinion of Counsel.  An opinion of Buyer's  counsel dated as
of the Closing Date substantially in the form attached hereto as Exhibit G.

                                    ARTICLE X

                           RIGHTS OF BUYER AND SELLER
                           UPON TERMINATION OR BREACH

        10.1  Termination.  This Agreement may be terminated by either Seller or
Buyer, if the terminating party is not then in breach of any material obligation
under this  Agreement  (provided that Sections 7.4 and 7.7 will continue in full
force and effect),  on written  notice to the other at any time prior to Closing
as follows:

                (a) By Buyer, in accordance with the provisions of Section 7.9;

                (b) By Buyer or Seller,  as the case may be, if the other  shall
commit a material breach of any of the provisions applicable to it hereunder;

                (c) By mutual  agreement of Buyer and Seller,  at any time,  set
forth in a writing executed by both parties; or

                (d) By  Buyer  or  Seller,  if any of the  conditions  to  their
respective  performance  obligations under Sections 8.1 and 8.2 is not satisfied
by the six (6) month anniversary of the date




<PAGE>



(the  "Final  Termination  Date")  the  FCC  accepts  the  application  for  the
assignment  of the FCC  Licenses  to Buyer upon not less than  thirty  (30) days
notice given after such date.

        Except as otherwise  provided in this  Section 10, if this  Agreement is
terminated,  each party will pay all of its costs and  expenses and neither will
have any further liability or obliga tion of any nature to the other.

        10.2  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,  in
addition to any other remedies which may be available,  including money damages,
to ob tain specific performance of the terms of this Agreement.  In the event of
any action to enforce this  Agreement  specifically,  Seller  hereby  waives the
defense that there is an adequate remedy at law.





<PAGE>



                                   ARTICLE XI

                         SURVIVAL OF REPRESENTATIONS AND
                         WARRANTIES AND INDEMNIFICATION

        11.1  Representations  and Warranties.  Notwithstanding  any examination
made  for or on  behalf  of any of the  parties  hereto,  the  knowledge  of any
officer,  director or  employee or agent of any of the parties  hereto or any of
their  respective  affiliates,  or the acceptance of any certificate or opinion,
all represen  tations,  warranties  and preclosing  covenants  contained in this
Agreement   and   the   Closing   Certificate   shall   be   deemed   continuing
representations,  warranties  and  preclosing  covenants,  and shall survive the
Closing  Date  for a period  of two (2)  years,  except  for any  breach  of the
representations  and warranties under Section 3.15 and Section 3.22 hereof which
shall survive until the expiration of the applicable statute of limitations.

        11.2  Indemnification  by  Seller.   Notwithstanding  the  Closing,  and
regardless of any investigation made at any time by or on behalf of Buyer or any
information  Buyer may have,  Seller  shall  indemnify  and hold Buyer  harmless
against and with respect to, and shall reimburse Buyer for all claims, notice of
which  have been  received  by Seller  within a period of two (2) years from the
Closing Date (and with respect to claims under Section 3.15 and




<PAGE>



Section 3.22 hereof,  until the applicable  statute of limitations has expired),
relating to:

                (a) Any and all losses,  liabilities  or damages result ing from
any untrue representation, breach of warranty or nonful fillment of any covenant
by  Seller  contained  herein  or in any  certificate,  document  or  instrument
delivered to Buyer hereunder  provided,  that with respect to the representation
contained in Section 3.15 above,  Buyer shall not be required to prove  Seller's
knowledge in order to receive  indemnification  for losses incurred with respect
to a breach of such representation;

                (b) Any and all obligations or liabilities of Seller relating to
the  Station  not  expressly  assumed  by Buyer  pursuant  to the terms  hereof,
including without limitation, any such obli gation or liability imposed on Buyer
by process of law as a suc cessor to the business of Seller;

                (c) Any and all losses,  liabilities  or damages result ing from
Seller's  operation  or  control  of the  Station  prior  to the  Closing  Date,
including  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, costs and expenses, including




<PAGE>



reasonable  legal  fees and  expenses,  incident  to any of the fore going or in
enforcing this indemnity.

        11.3   Indemnification  by  Buyer.   Notwithstanding  the  Closing,  and
regardless  of any  investigation  made at any time by or on behalf of Seller or
any information  Seller may have, Buyer shall indemnify and hold Seller harmless
against and with respect to, and shall reimburse  Seller for all claims,  notice
of which have been  received by Buyer  within for a period of two (2) years from
the Closing Date relating to:

                (a) Any and all losses,  liabilities  or damages result ing from
any untrue representation, breach of warranty or nonful fillment of any covenant
by  Buyer  contained  herein  or in any cer  tificate,  document  or  instrument
delivered to Seller hereunder;

                (b) Any and all losses,  liabilities  or damages  resulting from
Buyer's  operation  or control of the  Station  on and after the  Closing  Date,
including  any and all  liabilities  arising  under the  Licenses or the Assumed
Contracts which relate to events occurring after the Closing Date; and

                (c) Any and all actions,  suits,  proceedings,  claims, demands,
assessments,  judgments, costs and expenses, including reasonable legal fees and
expenses, incident to any of the foregoing or in enforcing this indemnity.




<PAGE>



        11.4 Procedure for  Indemnification.  The procedure for  indemnification
shall be as follows:

                (a) The party claiming  indemnification  (the "Claimant",  shall
give reasonably prompt 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  (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
ten (10)  days  after  written  notice of such  action,  suit or  proceeding  is
received by Claimant.

                (b)  Following  receipt of notice from the  Claimant of a claim,
the  Indemnifying  Party shall have twenty (20) days (or such shorter  period of
time as is required to respond to the subject  litigation or proceeding) 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 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
20-day period (or any mutually agreed upon extension thereof) to the validity




<PAGE>



and amount of such claim, the  Indemnifying  Party shall immedi ately 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.

                (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. 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 and retain  separate  co-counsel at its
own expense;  provided if  requested  to  participate  at  Indemnifying  Party's
request  or if the  Claimant  reasonably  believes  (based  upon an  opinion  of
counsel)  that  a  conflict  of  interest   exists  between   Claimant  and  the
Indemnifying Party, then the Claimant will be reimbursed for reasonable expenses
of counsel.  The Indemnifying Party will select counsel reasonably  satisfactory
to the Claimant. The Indemnifying Party will not consent to an entry of judgment
or settlement  without  release of liability  and,  with respect to  nonmonetary
terms, the Claimant's consent (not to be unreasonably withheld or delayed);




<PAGE>



provided  that if Claimant does not consent to settlement of a claim solely with
respect to the  monetary  terms  thereof,  pursuant to which  Claimant  has been
released without  liability,  Seller's  liability under this Section 11 shall be
limited  to the  amount  of the  settlement  or entry of  judgment,  plus  costs
(including attorney fees).

                (d) If a claim, whether between the parties or by a third party,
requires  immediate  action,  the  parties  will  make  every  effort 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 by the Claimant with respect to such claim.

                                   ARTICLE XII
                                  MISCELLANEOUS

        12.1 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 sent by telecopy,
(iii) deemed to have been given on the date of personal delivery or the date




<PAGE>



set forth in the records of the delivery service or on the return receipt or, in
the case of a telecopy, upon receipt thereof and (iv) addressed as follows:

                If to Seller:

                         American Radio Systems Corp.
                         116 Huntington Avenue, 11th Floor
                         Boston, MA 02116
                         Attention:  Mr. Steve Dodge
                         Telecopy No.: (617) 375-7575

                With  a copy to:

                         Michael Milsom, Esq.
                         c/o American Radio Systems Corp.
                         116 Huntington Avenue, 11th Floor
                         Boston, MA  02116
                         Telecopy No.: (617) 375-7575

                If to Buyer:

                         c/o Douglas Broadcasting, Inc.
                         499 Hamilton Avenue
                         Suite 140
                         Palo Alto, CA  94301
                         Attention:  N. John Douglas
                         Telecopy No.:  (415) 688-1166

                With  a copy to:

                         Ira J. Goldstein, Esq.
                         Pryor, Cashman, Sherman & Flynn
                         410 Park Avenue
                         New York, NY  10022
                         Telecopy No.:  (212) 326-0806


or to any 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
12.1.




<PAGE>



12.2 Benefit and Binding Effect.  Neither party hereto may assign this Agreement
without the prior written consent of the other party hereto; provided,  however,
that Buyer may assign its rights,  but not its obligations under this Agreement,
upon notice to Seller to an  affiliated  or  commonly-owned  entity in which the
owners of the stock of Buyer have an equity or operating interest, provided such
assignment  does not violate the  Communications  Act of 1934, as amended or the
rules, regulations and policies of the FCC. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and permitted assigns.

        12.3  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.

        12.4 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 requires.

        12.5  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.




<PAGE>



        12.6 Attorneys'  Fees. The prevailing  party in any action brought under
this  Agreement  shall  be  entitled  to  its  reasonable  attorneys'  fees  and
disbursements in addition to its damages.

        12.7 Entire Agreement. This Agreement, all schedules and exhibits hereto
and all documents,  writings,  instruments and  certificates  delivered or to be
delivered by the parties  pursuant  hereto  collectively  represent the sole and
entire  understanding and agreement between Buyer and Seller with respect to the
subject matter hereof.  All schedules,  and exhibits  attached to this Agreement
shall be deemed part of this Agreement and incorporated  herein, as if fully set
forth herein.

This Agreement  supersedes all prior  negotiations  and  understandings  between
Buyer and  Seller  whatsoever,  and all  letters  of intent  and other  writings
relating to such  negotiations  and  understandings.  This  Agreement  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.

        12.8 Choice of Law. This  Agreement will be governed by and construed in
accordance  with the laws of the State of California.  Each party hereto submits
itself to the jurisdiction of any court




<PAGE>



sitting in Santa Clara County for the purpose of adjudicating  the rights of the
parties hereunder.



<PAGE>







This  Agreement has been executed by Buyer and Seller as of the date first above
written.

                               AMERICAN RADIO SYSTEMS CORP.



                               By:
                                   Steve Dodge
                                    President


                               AMERICAN RADIO SYSTEMS LICENSE CORP.



                               By:
                                   Steve Dodge
                                    President


                               KKSJ, INC.



                               By:
                                   Darryl B. Thompson
                                    President


                               KKSJ LICENSE, INC.



                               By:
                                   Darryl B. Thompson
                                    President