Exhibit 10.89

                            ASSET PURCHASE AGREEMENT



         THIS  AGREEMENT made and entered into this 18th day of October 18, 1996
by and  between  AMERICAN  RADIO  SYSTEMS  CORPORATION,  a Delaware  corporation
(hereinafter  "ARS") and  ENTERTAINMENT  COMMUNICATIONS,  INC.,  a  Pennsylvania
corporation (hereinafter "Entercom").

                              W I T N E S S E T H:

         WHEREAS,  pursuant  to  authorizations  duly  granted and issued by the
Commission  ("Commission"),  Brown  operates radio Station  KXOA-FM  licensed to
Sacramento, California, (the "Station"); and

         WHEREAS,  ARS has entered into an asset  purchase  agreement with Brown
(the "Brown  Agreement")  dated July 24, 1996 under which ARS will  acquire from
Brown all of the assets relating to the Station and has also entered into a time
brokerage agreement with Brown dated July 24, 1996, (the "BrownTBA") under which
ARS has purchased  substantially all of the time on the Station until the "Brown
Agreement" occurs.

         WHEREAS, Entercom and ARS have agreed, subject to prior approval by the
Commission and certain other conditions, to transfer and assign the licenses and
all other  authorizations  relating to the Station  from ARS to Entercom and for
ARS to transfer  and Entercom to receive all of the assets,  properties,  rights
and privileges used in connection with the Station as hereinafter set forth; and
WHEREAS,  Entercom  desires to accomplish  such transfer as a like kind exchange
under 1031 of the Code.

         NOW,  THEREFORE,   In  consideration  of  the  mutual  promises  herein
contained and of the


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representations  and  warranties  hereinafter  set forth and for other  good and
valuable consideration, the parties, intending to be legally bound hereby, agree
as follows:

                                    ARTICLE I

DEFINITIONS  As used  herein,  the  following  terms  shall  have the  following
respective meanings:

         "Adjustment  Time"  shall  mean  12:00:01  a.m.  current  local time in
Sacramento, California on the Closing Date.

         "Agreement" shall mean this Asset Exchange Agreement.

         "Applications" shall have the meaning set forth in Section 7.1 hereof.

         "ARS" shall mean the corporation  identified as such in the Preamble to
this Agreement.

         "Assets" shall mean the Property and all of the  Authorizations and all
applications for Authorizations for the Station pending before the Commission.
         
         "Authorizations"   shall  mean  all  of  the   licenses,   permits  and
authorities  granted by the  Commission  with  respect to the  operation  of the
Station.
         
         "Brown" shall mean The Brown Organization, a California corporation.
        
         "Closing"  shall  mean the event of  consummation  of the  transactions
contemplated  by this Agreement as more fully  described in Article VIII of this
Agreement.
         
         "Closing Date" shall mean the date specified for Closing in Section 8.1
hereof.
         
         "Code" shall mean the Internal Revenue Code of 19~6, as amended.
         
         "Commission" shall mean the Federal Communications Commission.
        
         "Contaminant"  shall  mean  and  include  any  pollutant,  contaminant,
hazardous  material  (as  defined  in  any  of the  Environmental  Laws),  toxic
substances (as defined in any of the Environmental  Laws),  asbestos or asbestos
containing material, urea formaldehyde, polychlorinated biphenyls,


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regulated  substances  and  wastes,  radioactive  materials,  and  petroleum  or
petroleum by-products, including crude oil or any fraction thereof.

         "Contracts"  shall mean all agreements,  arrangements,  commitments and
undertakings, written or oral, express or implied, relating to the Assets or any
of them,  or to the present or future  operation of the Station and to which ARS
and/or  Brown is a party or by which ARS and/or  Brown or its assignee may be or
become  bound  or  obligated  in  any  way  (including  without  limitation  all
agreements  for the sale of  advertising  time on the  Station  and all trade or
barter agreements) except for any Leases.

         "Environmental Laws" shall mean and include, but not be limited to, any
applicable federal,  state or local law, statute,  charter,  ordinance,  rule or
regulation  or any  governmental  agency  interpretation,  policy  or  guidance,
including without limitation applicable safety/environmental/health laws such as
but not limited to the Commission's standards relating to radio frequency ("RF")
radiation  exposure,  the  Resource  Conservation  and  Recovery  Act  of  1976,
Comprehensive  Environmental  Response  Compensation  and Liability Act, Federal
Emergency Planning and Community Right-to-Know Law, the Clean Air Act, the Clean
Water Act,  the  Occupational  Safety and Health  Act,  and the Toxic  Substance
Control Act, as any of the foregoing have been amended,  and any permit,  order,
directive,  court ruling or order or consent  decree  applicable to or affecting
the Property or any other property (real or personal) used by or relating to the
Station  promulgated or issued pursuant to any Environmental Laws which pertains
to,  governs,  or controls the  generation,  storage,  remediation or removal of
Contaminants or otherwise regulates the protection of health and the environment
including, but not limited to, any of the following activities,  whether on site
or off site: (a) the emission,  discharge,  release,  spilling or dumping of any
Contaminant into the air, surface water, ground water, soil or substrata; or (b)
the


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use, generation,  processing,  sale, recycling,  treatment,  handling,  storage,
disposal, transportation, labeling or any other management of any Contaminant.
         
         "Entercom"  shall  mean  the  corporation  identified  as  such  in the
Preamble to this Agreement and any Qualified  Intermediary to which Entercom may
assign its rights and obligations hereunder pursuant to Section 10.11 hereof.
         
         "Final  Order"  shall  mean  an  action  by  the  Commission  upon  any
application,  including without  limitation the  Applications,  for its consent,
approval or authorization, which action has not been reversed, stayed, enjoined,
set aside, annulled or suspended,  and with respect to which action, no protest,
petition to deny, petition for rehearing or  reconsideration,  appeal or request
for stay is  pending,  and as to which  action  the time for  filing of any such
protest,  petition, appeal or request and any period during which the Commission
may reconsider or review such action on its own authority has expired.
         
         "HSR Act" shall mean the Hart Scott Rodino  Antitrust  Improvements Act
of 1976, as amended, and all federal implementing regulations relating thereto.
        
         "Leases" shall mean all  agreements,  arrangements  or commitments  and
undertakings,  written or oral, express or implied, for the use or occupation of
any real or personal property required or used in the operation of the Station.
        
         "Minnesota  Assets"  shall  mean  the  assets  relating  to KEGE  (AM),
Richfield,   Minnesota,  which  Entercom  is  transferring  to  Salem  Media  of
Minnesota, Inc. pursuant to that certain asset purchase agreement dated July 30,
1996, (the "Minnesota Agreement").
       
         "Permitted Encumbrances" shall mean (i) liens for current taxes not yet
due and payable,  (ii) easements or  restrictions of record which do not, either
individually or in the aggregate,  impede or restrict the present  operations of
the Station or impair the  marketability  of any property,  and (iii)  statutory
liens  of  landlords  and  carriers,   materialmen,   mechanics,   warehousemen,
suppliers, and


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repairmen arising in the ordinary course of business and with respect to amounts
not yet  delinquent,  provided that such statutory liens do not interfere in any
material respect with the operation of the Station as currently  conducted,  and
provided that such  statutory  liens are removed or satisfied on or prior to the
Closing.
        
         "Pittsburgh  Assets"  shall mean the  assets  relating  to WDSY-FM  and
WJJJ-FM,  Pittsburgh,  Pennsylvania,  which  are  being  exchanged  by  Entercom
pursuant an asset exchange  agreement dated May 31, l9g6 among Entercom,  Secret
Communications L.P. and Nationwide Communications, Inc., and the assets relating
to  WDSY(AM),  Pittsburgh,  Pennsylvania  which are being  exchanged by Entercom
pursuant to an asset purchase  agreement dated October 10, 1996 between Entercom
and Mortenson Broadcasting Company (collectively the "Pittsburgh Agreements").
       
         "Property"  shall mean all of the  tangible  and  intangible  property,
whether  real or personal or mixed,  and all rights and  interests  which are or
were at any time since August 1, 1996 used,  necessary,  or associated  with the
Station or the present or future operation of the Station,  excluding only cash,
cash  equivalents,  accounts  receivable  and those  assets  listed on  Schedule
"4.1.3" as "Excluded Assets" and including without limitation (i) the assets and
property listed in Schedule "4.1.3" hereto as "Included  Assets" (which schedule
of assets and property has been  furnished to Entercom by ARS);  (ii) all of ARS
and/or Brown's rights, titles, and interests under the Leases listed on Schedule
"4.1.6" hereto and the Contracts  listed on Schedule  "4.1.7" hereto;  and (iii)
the  call  letters,  copyrights,  trademarks  and  other  intellectual  property
associated with the Station.
        
         "Qualified  Intermediary" shall mean a party described in U.S. Treasury
Regulations Section 1.1031 (k)- 1 (g)(4).
        
 "Station"  shall mean the  frequency  modulation  (FM) radio  broadcast
station  licensed by the Commission to Sacramento,  California  broadcasting  on
107.9 MHz with  effective  radiated  power of 50 kw (h & v) at 404 feet HAAT and
currently assigned the call letters KXOA-FM.


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         "Time  Brokerage  Agreement"  shall  mean any  agreement  which  may be
entered  into  between  Entercom  and ARS  relating to the  Station  under which
Entercom  purchases  substantially  all of the broadcast time on the Station for
the period of time from the commencement of such agreement to the Closing Date.


                                   ARTICLE II

                                SALE AND PURCHASE

2.1 TRANSFER OF ASSETS.  Subject to the terms and  conditions  set forth in this
Agreement, at the Closing ARS shall transfer,  convey, grant, assign and deliver
to Entercom free and clear of all liens and encumbrances and Entercom shall buy,
accept and receive from ARS,  all of the Assets.  PURCHASE  PRICE.  The Purchase
Price for the Assets is the sum of Twenty Seven  Million  Five Hundred  Thousand
Dollars ($27,500,000.00).

2.2 PAYMENT.  The Purchase Price to be paid by Entercom shall be payable in cash
delivered  at the  Closing  by  wire  transfer  or  federal  funds  or in  other
immediately  available funds to the account of ARS at such financial institution
as ARS shall specify in writing.  

2.3 ESCROW DEPOSIT. Within three (3) business days of the execution and delivery
of this Agreement, ARS, Entercom and Leventhal,  Senter & Lerman as Escrow Agent
(the  "Escrow  Agent"),  shall  enter  into an Escrow  Agreement  in the form of
Exhibit "A " hereto (the "Escrow  Agreement")  pursuant to which  Entercom shall
deposit the amount of One Million  Three Hundred  Seventy Five Thousand  Dollars
($1,375,000)  as a deposit (the "Escrow  Deposit") to be held and distributed as
provided in the Escrow  Agreement.  At the Closing the Escrow  Deposit  shall be
applied to the Purchase Price to be paid to ARS and the interest accrued thereon
shall be paid to  Entercom.  In the event this  Agreement is  terminated  solely
because of  Entercom's  material  breach of this  Agreement and ARS shall not at
such time be in material breach of this  Agreement,  the Escrow Deposit shall be
paid to ARS as liquidated damages as provided in


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Section  9.4 and the  interest  accrued on the Escrow  Deposit  shall be paid to
Entercom.  In the event this  Agreement is  terminated  under any  circumstances
other than as described in the  preceding  sentence,  the Escrow  Deposit an the
interest accrued thereon shall be paid to Entercom.


                                   ARTICLE III

                                   LIABILITIES

3.1  ASSUMPTION  OF  LIABILITIES.  As  partial  consideration  for  the  Assets,
Entercom,  from and after the  Closing  Date,  except to the  extent  previously
accomplished under the Time Brokerage  Agreement,  shall assume and pay, perform
and discharge the following obligations and commitments of ARS and no others:

         3.1.1 The  liabilities  and  obligations  accruing after the Adjustment
Time with  respect to the Leases  listed on  Schedule  "4.1.6"  hereto  that are
specifically identified on Schedule "4.1.6" as being assumed by Entercom;

         3.1.2 The  liabilities  and  obligations  accruing after the Adjustment
Time with respect to those Contracts  listed on Schedule "4.1.7" hereto that are
specifically identified in such Schedule "4.1.7" as being assumed by Entercom;

         3.1.3 All taxes and  assessments  that accrue on or with respect to the
Assets  and  the  operation  of the  Station  after  the  Adjustment  Time.  3.2
LIABILITIES  OF ARS.  Except as  specifically  assumed by  Entercom  pursuant to
Section 3.1 hereof or pursuant to the terms of the Time Brokerage Agreement, ARS
shall  pay or  discharge  any  and all  taxes,  assessments,  accounts  payable,
commitments,  agreements,  undertakings, claims, debts, demands, obligations and
liabilities:

         3.2.1 Incurred or made by ARS; or


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         3.2.2 Caused by,  arising out of or resulting  from any act or omission
of ARS, their directors, officers, agents or independent contractors; or

         3.2.3  Relating  to ARS or the  operation  of the  Station  before  the
Adjustment Time.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

4.1  ARS hereby represents and warrants to Entercom that:

         4.1.1 CORPORATE STANDING. ARS is a corporation, duly organized, validly
existing  and in good  standing  under the laws of the State of Delaware  and is
qualified  to do  business  in the State of  California.  ARS has full power and
authority to engage in the business in which it is presently engaged and to make
and perform this  Agreement  according  to its terms.  ARS has duly and properly
taken all necessary  corporate  actions and proceedings  required to be taken by
ARS to  authorize  ARS to execute,  deliver and perform  this  Agreement  and to
convey, assign, transfer and deliver to Entercom the Assets hereunder.

         4.1.2  AUTHORIZATION.  The execution,  delivery and performance of this
Agreement  and all  transactions  contemplated  hereby  by ARS  have  been  duly
authorized  by ARS's  Board of  Directors  and  shareholders  and all  necessary
corporate action on ARS's part has been duly taken.

         4.1.3 QUALIFICATION AS ASSIGNOR. ARS knows of no facts which, under the
Communications Act of 1934, as amended, or the existing rules and regulations of
the FCC, would disqualify ARS or Brown as an assignor of the  Authorizations  or
would disqualify ARS as an assignee from Brown of the Authorizations.

         4.1.4 ABSENCE OF CONFLICTING  ORDERS. ARS, and to ARS's knowledge Brown
is not subject to any judgment,  award,  order, writ,  injunction,,  arbitration
decision or


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decree  which  prohibits or prevents the  performance  of this  Agreement or the
consummation of any transaction  contemplated under this Agreement, and there is
not litigation,  administrative action, arbitration, proceeding or investigation
pending,  or to the  knowledge  of ARS,  threatened,  against  ARS or  Brown  or
affecting  ARS or Brown in any  federal,  state or local  court,  or before  any
administrative agency or arbitrator that would adversely affect ARS's ability to
perform its obligations under this Agreement or would hinder the consummation of
the transactions contemplated hereunder.

         4.1.5 PROPERTY. The Property to be furnished to Entercom by ARS, listed
under the heading  "Included  Property" on Schedule  "4.1.5" hereto,  accurately
lists and includes all of the material tangible and intangible  property whether
real,  personal or mixed and  substantially all of the rights and interests that
are now or were at any time  since July 1, 1996 used,  necessary,  connected  or
associated  with or related to the Assets or the present or future  operation of
the Station except for property replaced in the ordinary course of business with
property listed on Schedule "4.1.5" and except those assets  specifically listed
on Schedule "4.1.5" under the heading "Excluded Property."

         4.1.6 LEASES.  ARS has delivered to Entercom true and correct copies of
all Leases listed on Schedule "4.1.6" hereto.  There are no other Leases for any
items of real or personal  property  related to or associated with the Assets or
the present or future  operation  of the Station  other than those  disclosed on
Schedule "4.1.6" hereto.

         4.1.7 CONTRACTS.  ARS has delivered to Entercom true and correct copies
of all Contracts  individually  identified on Schedule "4.1.7" hereto. There are
no Contracts now in effect,  written or oral,  express or implied,  which in any
way affect the  Property  or Assets or the  present or future  operation  of the
Station other than as set forth on Schedule "4.1.7" hereto.


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         4.1.8 APPLICATIONS.  There are no applications  relating to the Station
presently  pending  before the  Commission  other than those  listed on Schedule
"4.1.1 1 " attached hereto.

         4.1.9 TITLE TO PROPERTY. Except as disclosed on Schedule "4.1.9" hereto
at Closing ARS will have good,  marketable and  indefeasible  ownership,  right,
title and interest to the Property including the right to transfer same free and
clean of any mortgage,  conditional sale agreement,  security  interest,  lease,
lien, hypothecation, pledge, encumbrance,  restriction, liability, charge, claim
or  imperfection  of title  applicable  to the  Property or any of the income or
revenue therefrom whatsoever except for the Permitted Encumbrances.

         4.1.10 NO DEFAULTS.  ARS and to its best knowledge  Brown, has complied
with all of the terms of the Contracts listed on Schedule"4.1.7"  hereto and the
Leases  listed on  Schedule  "4.1.6"  hereto  and such  Contracts  and Leases at
Closing shall be enforceable by ARS in accordance with their  respective  terms,
except as such  enforcement may be limited by applicable  bankruptcy and similar
laws  affecting  the  enforcement  of  creditors'  rights and general  equitable
principles  affecting the enforcement of equitable  remedies  (including  within
said equitable remedies without limitation the remedy of specific  performance).
ARS is not in  default  thereunder  and no event  has  occurred  which  with the
passage of time or the giving of notice or both  would  constitute  a default by
ARS thereunder. To ARS's knowledge all other parties to the Contracts and Leases
have complied with the provisions  thereof and are not in default thereunder and
no event has occurred  which with the passage of time or the giving of notice or
both would constitute a default by any such other party thereunder.

         4.1.11  AUTHORIZATIONS.  All  authorizations  necessary  to the  lawful
operations of the Station have been granted and issued by the  Commission to ARS
or Brown and are listed on Schedule "4.1.11" attached hereto and are now in full
force and  effect.  There are no  applications  of ARS or Brown  relating to the
Station pending with the Commission except as listed on such


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Schedule  "4.1.1 1". ARS and to its best  knowledge  Brown,  has  performed  and
complied with all of the terms and conditions of said authorizations.  Except as
listed on Schedule  "4.1.11" and "4.1.14" no proceedings are pending,  or to the
knowledge  of any  officer  of ARS  are  threatened,  which  may  result  in the
revocation,  modification,  non-renewal  or  suspension  of  any  of  any of the
Authorizations,  the denial of any pending applications, the issuance of a cease
and desist  order,  or the  imposition of any other  administrative  or judicial
sanction to which the Station or the Assets is or may be subject.  All ownership
reports, renewal applications, and other material reports and documents required
to be filed by ARS and to its best knowledge  Brown,  with the  Commission  have
been  filed,  and all such  reports,  applications  and  documents  are true and
correct.  The Station are  identified  by their  present call letters and unless
otherwise  validly   authorized  by  the  Commission  are  operated  at  maximum
authorized power on their assigned  frequency at the power and height authorized
by the Commission.

         4.1.12  PERMITS AND  LICENSES.  In addition  to the  Authorizations  at
Closing, ARS shall have obtained and/or holds all other governmental permits and
licenses   necessary  for  the  lawful  operation  of  the  Station.   All  such
governmental  permits and licenses are also listed on Schedule  "4.1.11" hereto.
All terms,  restrictions and requirements of such permits and licenses have been
complied with and ARS and to its best knowledge  Brown, is not in default of any
of same.

         4.1.13  COMPLIANCE WITH LAWS. ARS and to its best knowledge  Brown, has
complied with all orders (to which ARS or Brown  respectively,  is a party or is
subject to),  applicable laws, rules, and regulations of all federal,  state and
local  authorities with respect to the Assets and operation of the Station.  ARS
is not, nor to ARS's  knowledge has any third party asserted that it or Brown is
in  default  with  respect  to or in  violation  of:  (a) any  judgment,  order,
injunction or decree;  or (b) rule or  regulation  of any court,  administrative
agency or other


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governmental  authority,  in  either  case  in  any  respect  material  to  this
transaction.  All material reports, returns and other documents filed by ARS and
to its best knowledge  Brown,  with any  administrative  agency or  governmental
authority are true, correct and complete in all material respects.

         4.1.14 LITIGATION AND CLAIMS.  Except as disclosed in Schedule "4.1.14"
hereto,  no  litigation,  proceeding,  or  controversy  is  pending,  or to  the
knowledge  of ARS is  threatened,  which might  affect any of the Assets,  ARS's
right or power to transfer the same, the ownership, possession, use or resale of
any of the Assets,  or the  operation  of the Station by the  Entercom or by any
assignee of Entercom.  No claim has been made or asserted  against ARS or to its
best knowledge Brown, material to this transaction;  and there is no basis known
to ARS for any such litigation, proceeding, controversy or claim.

         4.1.15 LABOR RELATIONS.  In all respects  material to this transaction,
ARS and to its best  knowledge  Brown,  has complied with all  applicable  laws,
rules and  regulations  pertaining to the employment of labor,  including  those
relating  to  wages,  hours,   collective  bargaining  and  the  payment  of  or
withholding of taxes,  and ARS and to its best knowledge Brown, has withheld all
amounts  required by law or agreement to be withheld  from the wages or salaries
of its  employees  and is not  liable  for any  arrears  of  wages or any tax or
withholding  or any  penalties or interest for failure to comply with any of the
foregoing;  and there are no collective  bargaining  agreements  relating to the
relationship  between any  employee of the Station and the  Station.  ARS has no
knowledge  of  any  union  organizing  activities  involving  or  targeting  any
employees of the Station.

         4.1.16  EMPLOYMENT  CONTRACTS.  Except as disclosed on Schedule "4.1.7"
there are no written  contracts for the employment of any personnel  relating to
the Station and all


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employees  of the  Station  are  employed  on an "at  will"  basis  which may be
terminated without cause at any time and with not more than two weeks' notice.

         4.1.17 INSURANCE.  ARS or Brown or both currently  maintains and has in
the past maintained  insurance  coverage on the Property and with respect to its
employees  and  operations  in amounts and in respect of  liabilities  and risks
prudently  insured against by radio  broadcasters.  Schedule  "4.1.17"  attached
hereto contains a true and complete  listing of all such policies and binders of
insurance currently held by or on behalf of ARS or Brown respectively,  relating
to the Property and the Station's  employees and  operations.  Such policies and
binders are valid and  enforceable by ARS or Brown  respectively,  in accordance
with  their  respective  terms,  except as such  enforcement  may be  limited by
applicable  bankruptcy and similar laws affecting the  enforcement of creditor's
rights and general equitable  principles  affecting the enforcement of equitable
remedies (including within said equitable remedies without limitation the remedy
of specific  performance)  and are  outstanding and duly in force as of the date
hereof and  provide  adequate  property  insurance  for the  replacement  of the
tangible  assets  of the  Station  and  adequate  liability  insurance  for  the
protection of the business and operations of the Station.

         4.1.18 EMPLOYEE BENEFIT AND RETIREMENT PLANS. ARS does not now maintain
and has never  maintained any "employee  pension  benefit plan" or any "employee
welfare  benefit  plan" (as defined  respectively  in Sections  3(2) and 3(1) of
ERISA on behalf of the Station's employees except as listed on Schedule "4.1.18"
hereto and all retirement plans, bonus  arrangements,  life insurance or medical
insurance  programs  or any  other  fringe  benefit  arrangements  (collectively
"Fringe Benefit  Arrangements") for any employees of the Station whether written
or unwritten  except as are listed on Schedule  "4.1.18"  hereto.  All "employee
pension  benefit  plans,"  "employee  welfare  benefit plans" and Fringe Benefit
Arrangements  listed on Schedule "4.1.18" hereto comply in all respects with all
applicable requirements of law and


<PAGE>



regulation.  ARS/Brown does not maintain an employee  pension benefit plan which
is subject to Title IV of ERISA and has never  sponsored or  contributed  to any
"multi-employer pension plan" (as defined in Section 3(37) of ERISA).

         4.1.19 EMPLOYEES.  Schedule "4.1.19" attached hereto contains a listing
of the name,  address,  salary or compensation,  accrued and/or earned vacation,
sick leave and/or other benefits,  job description and original  employment date
of all  current  employees  of the  Station  along  with,  to the  best of ARS's
knowledge,   the  dates  and  information  concerning  any  previous  salary  or
compensation  change  or  adjustment  and the  reasons  for any such  change  or
adjustment  for each  such  current  employee.  Entercom  may,  but shall not be
obligated  (other than through its own actions  independent of any provisions of
this Agreement) to offer  employment to any employee of Station who was employed
by ARS or Brown at or before the Closing.  With respect to any  employees of ARS
that  Entercom  employs at the time of the  commencement  of the Time  Brokerage
Agreement or Closing, ARS shall be responsible for and pay to such employees all
accrued or earned  compensation  and benefits of any kind as of the commencement
of the Time  Brokerage  Agreement  or the  Adjustment  Time,  including  without
limitation  severance or other  termination  benefits if any,  provided that ARS
shall not be responsible for such items to the extent that Entercom agrees to be
responsible  for such items and  receives  a credit  therefore  pursuant  to the
provisions of Section 8.2 hereof or pursuant to the proration  provisions of the
Time Brokerage Agreement.

         4.1.20 BULK TRANSFER LAWS. Neither this Agreement, the Closing, nor any
other  transactions  contemplated  by this  Agreement  are  subject  to any Bulk
Transfer Law or similar law in any  jurisdiction  applicable to the transactions
contemplated by this Agreement.

         4.1.21  BROADCASTING   CONTRACTS.   Except  as  disclosed  on  Schedule
"4.1.21",  all Contracts for the sale of broadcast  advertising  are  terminable
without penalty by Station on


<PAGE>



not more than thirty (30) days prior  written  notice and all  Contracts for the
sale of  broadcast  advertising  on a trade  or  barter  basis  are  subject  to
preemption  in favor of cash  advertising  and all trade or  barter  advertising
under such Contracts are to be broadcast prior to the time of Closing.  Schedule
"4.1.21 " also lists the trade and barter  contracts  for the  Station as of the
date of  this  Agreement,  showing  the  current  amount  of  trade  and  barter
advertising  obligations  of the  Station now  outstanding  all trade and barter
receivables  owed to the  Station.  The total  amount  of all  trade and  barter
advertising  obligations  of the Station  outstanding at Closing will not exceed
$20,000 and the total of the value of the advertising obligations of the Station
outstanding  less the  value of the  trade  and  barer  receivables  owed to the
Station as of the Closing Date shall not exceed $10,000.

         4.1.22  PROPERTY PLANT AND EQUIPMENT.  All structures, facilities,
machinery, equipment, furniture, fixtures, automobiles,  trucks, tools and other
tangible  personal  property  included within the Property are in good operating
condition  and  reasonable  repair and are usable in the ordinary  course of the
operation of the Station. Such tangible personal property includes all equipment
and devices reasonably necessary for proper and safe operation of the Station in
accordance  with generally  accepted  engineering  and operating  practices of a
prudent radio broadcast operator.

         4.1.23  ENVIRONMENTAL COMPLIANCE, POLYCHLORINATED
BIPHENYLS ASBESTOS AND OTHER TOXIC OR HAZARDOUS SUBSTANCES.
None of the Property or any real property used by the Station in its  operations
or for which  the  owner of the  Property  could be held  responsible  under any
Environmental  Laws  contains:  (i)  any  asbestos,   polychlorinated  biphenyls
("PCBs")  or any PCB  contaminated  oil;  (ii) any  Contaminants;  or (iii)  any
underground storage tanks. All of the Property and such real property


<PAGE>



are in full  compliance  with all applicable  Environmental  Laws and ARS has no
knowledge of any notice, assertion or claim to the contrary.

         4.1.24  FINANCIAL AND OTHER  INFORMATION.  Schedule  "4.1.24"  attached
hereto  contains  a  list  of  all of the  financial,  technical  and  operating
information provided to Entercom by ARS concerning the operation of the Station.
All such information and any additional  information provided to Entercom by ARS
pursuant to this Agreement is true and correct and not misleading, does not fail
to state any material information  necessary to make the statements made therein
not  misleading,  and the  financial  statements  and material to be provided to
Entercom by ARS will fairly present the financial condition of the Station as of
the respective dates thereof and the results of operation of the Station for the
respective  periods then ended;  and were prepared in accordance  with generally
accepted accounting principles consistently applied.

         4.1.25 CLOSING. All of the foregoing  representations and warranties of
ARS shall be true and accurate as of the Closing  Date and said  representations
and  warranties  shall be deemed to have been  restated in full by ARS as of the
Closing Date except to the extent they speak as of a particular  time other than
the Closing Date. 4.2 Entercom represents and warrants to ARS that:

         4.2.1  CORPORATE  STANDING.  Entercom is a corporation  duly organized,
validly  existing and in good  standing  under the laws of the  Commonwealth  of
Pennsylvania,  and at the  Closing  Date  will  have  the  corporate  power  and
authority  to conduct its  business as  proposed  to be  conducted  and upon the
acquisition  of the Assets will be duly qualified to do business in the State of
California.

         4.2.2 AUTHORIZATION OF AGREEMENT: NO BREACH. Entercom has the corporate
power and  authority  to execute,  deliver and perform this  Agreement  and such
other  agreements as are necessary to consummate the  transactions  contemplated
hereby and this


<PAGE>



Agreement  constitutes the valid and binding  obligation of Entercom  subject to
the receipt of the consents and approvals  required  elsewhere herein.  Assuming
the said consents and approvals are obtained,  neither such execution,  delivery
and performance nor compliance by Entercom with the terms and provisions  hereof
will  conflict  with or result in a breach of any of the  terms,  conditions  or
provisions  of the  Certificate  of  Incorporation  or Bylaws of Entercom or any
judgment,  order, injunction,  decree,  regulation or ruling of any court or any
other  governmental  authority  to which  Entercom  is subject  or any  material
agreement or contract to which Entercom is a party or to which it is subject, or
constitute a material default thereunder.

         4.2.3  QUALIFICATION  AS  ASSIGNEE.  Entercom  knows of no facts which,
under the  Communications  Act of 1934,  as amended,  or the existing  rules and
regulations  of  the  FCC,  would  disqualify  Entercom  as an  assignee  of the
Authorizations.

         4.2.4  ABSENCE OF CONFLICTING AGREEMENT AND REQUIRED
CONSENTS.  Entercom  is  not  subject  to  any  judgment,  award,  order,  writ,
injunction,  arbitration  decision or decree which  prohibits the performance of
this Agreement or the  consummation of any transaction  contemplated  under this
Agreement,  and  there is no  litigation,  administrative  action,  arbitration,
proceeding  or  investigating   pending,   or  to  the  knowledge  of  Entercom,
threatened,  against  Entercom or affecting  Entercom in any  federal,  state or
local  court,  or before  any  administrative  agency or  arbitrator  that would
adversely  affect  Entercom's  ability to  perform  its  obligations  under this
Agreement  or would hinder the  consummation  of the  transactions  contemplated
hereunder.

         4.2.5 All of the foregoing  representations  and warranties of Entercom
shall be true and accurate as of the Closing date and said  representations  and
warranties  shall be deemed to have been  restated in full by Entercom as of the
Closing Date except to the extent they speak as of a particular  time other than
the Closing Date.


<PAGE>



                                    ARTICLE V

                                   CONDITIONS

5.1  COMMISSION CONSENT AND APPROVAL.  Performance of the obligations of the
parties  under this  Agreement and the closing of the  transaction  provided for
herein are and shall be subject to the occurrence and concurrence of the express
condition  precedent that the Commission has granted its consent and approval in
writing  to the  assignment  to  Entercom  of the  Authorizations  issued by the
Commission  for the Station and the waiting  period under the HSR Act (as it may
be extended)  applicable  to the  transfer of the Assets to Entercom  shall have
expired. 5.2 ENTERCOM'S  CONDITIONS.  Performance of the obligations of Entercom
under this Agreement and the Closing of the transactions provided for herein are
and shall be subject to the occurrence of the express conditions precedent,  any
of which may be waived by Entercom that:

         5.2.1 The  Commission's  consent and  approval  required by Section 5.1
hereof  and  the  consent  and  required  approval  of  any  other  governmental
authority, including that under the HSR Act, has been issued or received without
material  adverse  conditions and the  Commission's  consent shall have become a
Final Order; and

         5.2.2  Between  the date of this  Agreement  and the  date of  Closing,
except for periods not to exceed  twenty-four  (24) hours in any one  continuous
period or  forty-eight  (48)  hours in the  aggregate,  the  Station  shall have
broadcast continuously from its main antenna.

         5.2.3 At or prior to  Closing,  Entercom  shall not have  received  any
information  that the Property  and/or any real  property used by the Station in
its  operations  and for  which  Entercom  could be held  responsible  under any
Environmental Law may contain any asbestos, PCB's, PCB


<PAGE>



contaminated oil, underground storage tanks, or any Contaminant,  or that any of
the property or any such real property are not or may not be in full  compliance
with all Environmental Laws.

         5.2.4 ARS's  representations  and  warranties  contained in Section 4.1
hereof  shall be true and  correct  in all  material  respects  at and as of the
Closing  Date as if made on and as of such date  except to the extent  that they
speak as of a particular time other then the Closing Date.

         5.2.5 All of the terms,  covenants  and  conditions to be complied with
and  performed by ARS on or prior to the Closing  Date shall have been  complied
with or performed in all material respects.

         5.2.6 Closing  shall have been  consummated  on or before  November 24,
1997  provided  that the  failure to  consummate  Closing  shall not be due to a
default  by  Entercom  in  its  obligations  hereunder.  

5.3 ARS'S  CONDITIONS.  Performance  of the  obligations  of the ARS under  this
Agreement and the Closing of the transactions  provided for herein are and shall
be subject to the occurrence of the express conditions precedent,  each of which
may be waived by the ARS that:

         5.3.1 Entercom's  representations  and warranties  contained in Section
4.2 hereof shall be true and correct in all  material  respects at and as of the
Closing  Date as if made on and as of such date  except to the extent they speak
as of a  particular  time other then the Closing Date and only if the failure of
any such  representation  or warranty to be true and correct at Closing prevents
the Entercom from consummating the Closing hereunder.

         5.3.2 All of the terms,  covenants  and  conditions to be complied with
and  performed  by  Entercom  on or prior to the  Closing  Date  shall have been
complied  with or performed  in all  material  respects.  5.4  NONOCCURRENCE  OF
CONDITIONS.  This  Agreement may be  terminated  in  accordance  with Article IX
hereof as follows:


<PAGE>



         5.4.1  By  either   party  if   consent  to  the   assignment   of  the
Authorizations  issued by the  Commission  for said  Station  is denied by Final
Order;

         5.4.2 By Entercom if Entercom is not then in default  hereunder and the
conditions set forth in Section 5.2 of this Agreement shall not either have been
met or waived by Entercom; and

         5.4.3 By ARS if ARS is not then in default hereunder and the conditions
set forth in Section  5.3 of this  Agreement  shall not either  have been met or
waived by ARS.


                                   ARTICLE VI

                           OPERATIONS PENDING CLOSING.

6.1  AFFIRMATIVE  COVENANTS  OF ARS.  During  the  period  from the date of this
Agreement to the Closing Date,  except as permitted  under or in accord with the
terms of the Time Brokerage  Agreement,  ARS shall and to the extent practicable
under the Brown Agreement, shall cause Brown to:

         6.1.1 Conduct the business and  operations of the Station in accordance
with sound and  prudent  operating  practices  and all  requirements  of law and
regulation and, to the extent consistent with the foregoing,  in the same manner
in which the same have  heretofore  been conducted with the intent of preserving
the ongoing operations and business of the Station. In connection  therewith ARS
shall and shall  cause  Brown to use its  reasonable  efforts  to  preserve  the
operations,  organization  and  reputation of the Station  consistent  with past
practice,  to preserve the good will and business of the Station's  advertisers,
suppliers and others  having  business  relations  with the Station with no less
effort than as in the prior conduct of the business of the Station.


<PAGE>



         6.1.2  Cooperate with Entercom in connection  with  Entercom's  review,
analysis and  monitoring of the Assets and the  operations of the Station to the
end that an  efficient  transfer  of the Assets  may be made at Closing  and the
business  of Station  may  continue on an  uninterrupted  basis.  In addition to
providing  information  required hereunder or reasonably  requested by Entercom,
ARS agrees to promptly notify  Entercom of any unusual  problems or developments
of which ARS becomes  aware with  respect to the Assets,  or the business of the
Station  and  of  any  change  in  any  of  the  information  contained  in  the
representation  and warranties made in Article 4 including  without  limitation,
immediate  notification to Entercom of any  information ARS receives  concerning
offers of employment  by third parties to any of the Station's  employees and of
any litigation,  arbitration or  administrative  proceeding  pending,  or to the
knowledge of ARS,  threatened  which  challenges the  transactions  contemplated
hereby.

         6.1.3 Consult with Entercom  regarding any proposed material changes to
the operation of the Station to insure the continued operation of the Station as
they are now operated and cooperate with Entercom to insure a smooth transfer of
ownership and  continuity of operations at Closing.  The foregoing  shall not be
construed  to require  Entercom  to consult  with ARS or to render any advice to
ARS.

         6.1.4 Entercom may obtain a Phase I Environmental  Assessment of all of
the property and any real property used by the Station in their  operations  and
for which Entercom could be held responsible  under any  Environmental  Laws. In
the event such Assessment discloses any potential for conditions contrary to the
representations  and  warranties  contained  in  Section  4.1.23,  ARS will take
whatever  additional  measures  recommended  in such  Assessment  and will  take
whatever steps are necessary to insure that such  representations and warranties
are true and correct as of the date of Closing.


<PAGE>



         6.1.5  Cooperate with Entercom in Entercom's  efforts to employ at, the
earlier of the  commencement  of the Time Brokerage  Agreement or Closing any of
the current  employees  relating to the Station  listed on Schedule  4.1.19 that
Entercom chooses,  including without  limitation:  (i) allowing Entercom to meet
privately with any such current  employees of the Station;  (ii) not interfering
with or  attempting to undermine in any way,  Entercom's  efforts to employ such
employees at the earlier of the commencement of the Time Brokerage  Agreement or
Closing; and (iii) not discussing or offering continued employment with any such
employees until Entercom has  affirmatively  notified ARS that Entercom will not
offer employment to that employee at the earlier of the commencement of the Time
Brokerage Agreement or Closing.

         6.1.6  ARS shall  make  capital  expenditures  reasonably  required  to
maintain and repair the Station  equipment and to continue the operations of the
Station  consistent  with past practice.  6.2 NEGATIVE  COVENANTS OF ARS. Unless
Entercom  has  given  its  consent  in  writing,  which  consent  shall  not  be
unreasonably  withheld or delayed,  or unless  permitted under or in accord with
the terms of the Time  Brokerage  Agreement,  ARS shall not and shall not permit
Brown to, directly or indirectly,  during the period from the date hereof to the
Closing Date:

         6.2.1 Cancel, amend, modify adversely,  assign,  encumber or in any way
discharge or terminate the Leases.

         6.2.2 By any act or omission  surrender,  modify adversely,  forfeit or
fail to renew on regular  terms any  Authorizations  for the  Station or take or
omit any action which might result in the Commission instituting any proceedings
for the revocation, suspension or modification of any of the Authorizations.

         6.2.3  Except in the usual and  ordinary  course of  business,  sell or
dispose of any of the  Assets;  provided  that any Assets so  disposed of in the
ordinary  course of business are replaced with Assets of like kind,  quality and
quantity;


<PAGE>



         6.2.4 Suffer or permit the creation of any mortgage,  conditional  sale
agreement,  security interest, lease, lien, hypothecation,  pledge, encumbrance,
restriction,  liability,  charge,  claim  or  imperfection  of  title on or with
respect to any of the Assets other than Permitted Encumbrances.

         6.2.5 Fail to repair,  replace or maintain the  Station's  transmitting
equipment,  studio and other  technical  equipment and  furniture,  fixtures and
office  equipment in good order and condition  reasonable wear and tear excepted
and  in  accordance  with  the  generally   accepted  standards  of  maintenance
applicable to the broadcasting industry or fail to maintain at levels consistent
with past practice its equipment,  supplies and other tangible  property used or
usable in the operation of the Station;

         6.2.6 Enter into any  agreement  for the sale of broadcast  time on the
Station which cannot be terminated  upon not more than thirty (30) days' written
notice.

         6.2.7  Enter  into or  extend or renew  any  agreement  for the sale of
broadcast  time on the Station on a trade or barter  basis which would cause the
total  obligation  for trade  broadcast time or the  differential  between trade
broadcast time due and trade receivables to exceed the limits in Section 4.1.21.

         6.2.8 Increase or decrease the number of full time employees  currently
employed  solely by the Station or increase or decrease the total current weekly
employee  payroll  expense from that existing in the last payroll period in July
1,  1996  for the  Station  by more  than 10% or  materially  change  any  sales
commission formula.

         6.2.9 Hire any new or replacement  management or supervisory employees,
or talent for major day parts,  including  without  limitation  general manager,
sales  manager,  program  director,  announcer for any period 6 a.m. to midnight
Monday through Friday, business manager, or promotion director.


<PAGE>



         6.2.10 Modify the current format and/or the program selection practices
of the Station or materially  modify the  music/program  rotation  policy of the
Station.

         6.2.11  Reduce the amount or modify the type of research  and  external
promotion  advertising  for the Station from that which has been budgeted by ARS
as reflected in the documents listed on Schedule "4. 1.24" hereto.

         6.2.12 Reduce or increase the amount of on-air  promotion,  contests or
the dollar value of prizes on the Station  from that which has been  budgeted by
ARS as reflected in the documents listed on Schedule "4.1.24" hereto.

         6.2.13  Allow or cause to exist any event of default  material  to this
transaction under any agreement to which ARS is a party.

         6.2.14 Fail to take any  reasonable  actions  necessary to maintain the
Station continuous broadcast operations from its main antenna.

         6.2.15  Fail to take any  reasonable  actions  necessary  to avoid  the
happening of or to cure the  existence of any damage to or  impairment of any of
the Assets.

         6.2.16 Enter into any new material contracts,  other than Contracts for
the sale of broadcast  time,  that will not be fully performed prior to the date
of Closing.

         6.2.17  Renew,  extend,  modify  or  cancel,  or  allow or  suffer  the
automatic renewal, extension or cancellation of any of the Contracts or Leases.

         6.2.18  Fail to  operate  the  Station  in  conformity  with all of the
applicable requirements of law and regulation.

         6.2.19  Deviate  from  the  Station's  current   broadcast   scheduling
practices of  broadcasting  not more than 12 commercial  announcements  nor more
than 10 minutes of commercial announcements in any one hour


<PAGE>



         6.2.20 Deviate in any material way with respect to the  methodology ARS
and its predecessors  have utilized during the one year period prior to the date
of this Agreement for selling commercial air time on the Station and for setting
rates with  respect to such  commercial  air time.

6.3 NO CONTROL BY ENTERCOM.  Nothing  contained in this Agreement  shall give to
Entercom any right to control the operations of the Station prior to the Closing
Date. Any advice, counsel or consent given to ARS by Entercom under this Article
VI will not mitigate,  detract from or otherwise  affect ARS's  representations,
warranties or obligations under this Agreement and the consequences of ARS/Brown
acting  on  any  such   advice,   counsel  or  consent   will  be  solely  ARS's
responsibility.  Any advice,  counsel or consent  given to Entercom by ARS under
this Article VI will not mitigate,  detract from or otherwise affect  Entercom's
representations, warranties or obligations under this Agreement.


                                   ARTICLE VII

                             PREPARATION FOR CLOSING

7.1  APPLICATION  TO COMMISSION.  The parties hereby bind  themselves to use all
reasonable efforts, and to cooperate with each other, in seeking the consent and
approval of the  Commission to the assignment of all  Authorizations  heretofore
granted  and  issued  in  connection  with  the  Station,  as  herein  provided;
diligently and promptly to prepare, sign and file with the Commission within ten
(10) days from the date of this Agreement any and all applications  requisite or
desirable  to procure  such  consent  and  approval  (the  "Applications");  and
diligently and promptly to prepare and submit to the Commission all information,
data, exhibits, amendments, resolutions, statements and other material necessary
or proper in  connection  with the  Applications;  and  diligently to pursue the
grant of a Final Order  approving  such  Applications  by the  Commission.  With
respect to the foregoing, ARS hereby agrees, commits and binds itself


<PAGE>



to prepare and deliver to Entercom on or before  five- (S) days from the date of
this Agreement ARS's portions of all  applications  and documents  necessary for
filing with the  Commission to obtain the consent and approval of the Commission
as required to permit the consummation of the transactions  contemplated by this
Agreement.  

7.2  NOTIFICATION  UNDER HSR ACT. As promptly as practicable  and not later than
thirty (30)  business days after the date of this  Agreement,  the parties shall
take all steps reasonably necessary to file, and shall participate in the filing
of, all requisite documents and notifications required to be filed under the HSR
Act.  All filing  fees in  connection  with such  notifications  shall be shared
equally by the  parties.  The parties  agree to  diligently  take,  and to fully
cooperate in the taking of, all necessary  and proper steps,  and to provide any
additional  information  reasonably  requested  in order to obtain  promptly the
expiration of the waiting period under the HSR Act.

7.3 INSPECTION BY ENTERCOM. During the period from the date of this Agreement to
the  Closing  Date and  subject to the terms of the Brown  Agreement,  ARS shall
afford  engineers,   attorneys,   accountants  and  other   consultants   and/or
representatives  of Entercom  free access during  normal  business  hours to the
employees,  offices,  studios,  transmitter site,  equipment,  records and other
documents  pertaining to the Station and furnish  Entercom with all  information
concerning  said Station as Entercom may reasonably  request,  including but not
limited  to  applications,  responses  to the  Commission  inquiries,  and other
documents  filed by ARS with  the  Commission.  For  purposes  of the  foregoing
records shall include, without limitation,  any sales, research,  consulting and
ratings reports relating to the Station.

7.4 CONFIDENTIALITY.  Entercom hereby covenants and agrees that in the event the
transactions  contemplated  by this Agreement are not consummated for any reason
whatsoever,  Entercom will upon request  return to ARS within ten (10) days from
the date of such request, all


<PAGE>



copies of all information  designated at the time of delivery as confidential by
ARS regarding ARS, the Assets, the Station and the business and operation of the
Station;  and Entercom hereby  covenants and agrees to hold all such information
(the "Confidential Information") in confidence and not to disclose, or cause any
representative, agent or employee of Entercom to disclose to any third party any
portion  of the  Confidential  Information  and  not to use any  portion  of the
Confidential Information for Entercom's own benefit.


                                  ARTICLE VIII

                                     CLOSING

8.1  CLOSING.  Closing  shall take place at the time and place  agreed to by the
parties  hereto.  In the  absence of  agreement  thereon  and except as modified
elsewhere  herein,  the Closing shall take place by mail at l0:00 a.m.,  Eastern
Time on a date  selected  by  Entercom  on at least five (5) days prior  written
notice but not later than,  except as set forth below,  five (5)  business  days
after the later of: (a) the  satisfaction or waiver of each condition to closing
contained  herein  (other than such  conditions  as can only be satisfied at the
Closing); and (b) the expiration of any period of extension for Closing provided
elsewhere in this Agreement.  If such date falls on a Saturday,  Sunday or legal
holiday  in the State of  California,  then such  Closing  shall  take  place as
provided herein on the next business day.

8.2  ADJUSTMENTS.  Except  as  otherwise  provided  for  in the  Time  Brokerage
Agreement,  operation  of the Assets and the  income  and  expense  attributable
thereto up to the Adjustment Time shall be for the account of ARS and thereafter
for the account of Entercom. Except to the extent governed by the Time Brokerage
Agreement,  proration  between ARS and  Entercom of the items  mentioned in this
section  shall be  effected as of the  Adjustment  Time in  accordance  with the
provisions  of this section.  If the amount of any such items cannot  readily be
ascertained on


<PAGE>



the Closing  Date,  an estimate of the proper  proration  of such items shall be
agreed  upon by the  parties  and the  actual  proration  of such item  shall be
computed and paid not later than one hundred  twenty (120) days from the Closing
Date. Such proration shall include, without limitation, the following:

         8.2.1 Except to the extent  governed by the Time  Brokerage  Agreement,
ARS shall be entitled to all income or other consideration to be paid on account
of  all  Contracts  or  Leases,   to  the  extent  that  such  income  or  other
considerations  accrue before the Adjustment Time and thereafter  Entercom shall
be entitled to same.

         8.2.2 All accounts receivable for broadcasts on the Station which occur
prior to the earlier of the commencement of the Time  Brokerage-Agreement or the
Adjustment  Time  (the  "Accounts  Receivable")  shall  belong  to ARS  and  for
broadcasts which occur thereafter shall belong to Entercom. Within five (5) days
following the earlier of the commencement of the Time Brokerage Agreement or the
Closing,  ARS shall deliver to Entercom a Schedule of Accounts Receivable of the
Station as of the  Adjustment  Time (the  "Schedule  of  Accounts  Receivable").
Entercom  agrees to  collect  for ARS its  Accounts  Receivable  as shown on the
Schedule of Accounts  Receivable  for a period of one hundred twenty ( 120) days
following the earlier of the commencement of the Time Brokerage Agreement or the
Closing.  ARS will at the  commencement  of the Time Brokerage  Agreement or the
Closing provide Entercom a power of attorney or other required authorization for
the limited purpose of allowing Entercom to endorse and deposit cheeks and other
instruments  received  in  payment of such  Accounts  Receivable.  All  payments
received by Entercom  from any  customer  whose name  appears in the Schedule of
Accounts  Receivable and who is also a customer of Entercom shall be credited as
payment of the account or invoice designated by such customer. In the absence of
any such  designation  by the customer,  payments shall be first credited to the
oldest invoice which is not disputed by said


<PAGE>



customer.  Entercom shall keep accurate records of the payment received by it on
such  Accounts  Receivable  and ARS shall  have  access at  reasonable  times to
Entercom's  records to verify such  status of the  Accounts  Receivable.  Within
thirty (30) days from the end of each Standard  Broadcast Month,  Entercom shall
remit  to  ARS  amounts  previously  collected  by  Entercom  on  such  Accounts
Receivable,  along with a written  accounting of same.  Any Accounts  Receivable
that have not been  collected  within such one hundred  twenty  (120) day period
shall be returned to ARS,  together  with all records in  connection  therewith,
whereupon ARS may pursue  collection  thereof in such manner as ARS, in its sole
discretion,  may  determine.  Entercom  shall not have the right to  compromise,
settle or adjust the amounts of any such Accounts Receivable without ARS's prior
written  consent.  Except to remit collected  Accounts  Receivable in accordance
herewith,  Entercom shall have no liability or obligation to ARS with respect to
the  collection of ARS's  accounts and shall not be obligated to take any action
to collect such accounts.

         8.2.3 Rental and other obligations under the Leases and Contracts to be
assigned and assumed  hereunder  including  utilities and other cost or expenses
payable thereunder.

         8.2.4 General and special state, county, school and municipal taxes and
assessments (exclusive of rebates,  penalties or interest) on the Property to be
conveyed  hereunder  payable  during the fiscal year of the taxing  authority in
which the Adjustment Time falls and if the amount of any such items may not then
be  ascertained,  an interim  adjustment  shall be  effected on the basis of the
corresponding  items for the preceding year subject to final  adjustment at such
time   as  the   relevant   information   becomes   available.   The   foregoing
notwithstanding,  ARS shall be  responsible  for and shall pay any  penalties or
interest  which are  assessed and be entitled to recover any rebate or refund on
account of any such taxes or amounts which accrue at or before


<PAGE>



the  Adjustment  Time,  provided  that any such  penalty or  interest or portion
thereof  which results from any failure by Entercom to perform any of Entercom's
obligation   under  this  Agreement   after  the  Closing  shall  be  Entercom's
responsibility.  

8.3 CLOSING DELIVERIES TO ENTERCOM.  At or before the Closing, ARS shall deliver
to Entercom the following  items and documents in form  satisfactory  to counsel
for Entercom and properly  executed,  unless Entercom shall waive in whole or in
part in writing such delivery and then only to the extent of such waiver:

         8.3.1 Bills of Sale and assignments  and other  instruments of transfer
and conveyance, transferring to Entercom the Property to be sold, transferred or
assigned  hereunder and the rights and interests  under the Leases and Contracts
being assigned to Entercom  hereunder and estoppel  certifications  by the other
parties to such Leases and those Contracts  designated as material  contracts on
Schedule "4.1.7" that ARS is not then in default under the terms of the Lease or
Contract to which such other party is a party.

         8.3.2 An assignment  of all right,  title and interest of ARS in and to
the Authorizations and all pending  applications  relating to the Station before
the Commission.

         8.3.3 All keys to and actual possession of all of the Property,  in the
same condition as the same now is, except for ordinary wear and tear thereof.

         8.3.4 A certified  copy of resolutions of the Board of Directors of ARS
duly  authorizing the execution,  delivery and performance of this Agreement and
all documents to be executed and delivered by ARS at the Closing and thereafter.

         8.3.5 A  certificate  signed by an  authorized  officer of ARS,  to the
effect  that  no act or  omission  of ARS or  state  of  facts  contrary  to the
agreements,  representations  and warranties  contained herein has been taken or
has occurred and that said representations and warranties are


<PAGE>



true and correct in all  material  respects as of the Closing Date with the same
effect as if made as of the time of Closing.

         8.3.6 The consents of any public  authorities or third persons that may
be required in connection with the performance of this Agreement.

         8.3.7  Opinions of Michael B.  Milsom,  General  Counsel for ARS,  with
respect to matters other than  Commission  related  matters and of Dow, Lohnes &
Albertson,  with respect to Commission related matters,  dated as of the date of
Closing and in form and substance satisfactory to Entercom to the effect that:

         8.3.7.1 ARS is a  corporation  duly  organized and existing and in good
standing  under the laws of the State of Delaware  and is duly  qualified  to do
business  in the State of  California  and any  other  jurisdiction  where  such
qualification is required;

         8.3.7.2 ARS has the corporate  power and authority to execute,  deliver
and perform  this  Agreement  and to convey,  assign,  transfer  and deliver the
Assets pursuant to the terms of this Agreement;

         8.3.7.3  All  corporate  proceedings  required  to be  taken  by ARS to
authorize  ARS to execute,  deliver and perform  this  Agreement  and to convey,
assign, transfer and deliver to Entercom the Assets hereunder have been duly and
properly taken;

         8.3.7.4 This Agreement and all documents and  instruments  executed and
delivered  hereunder by ARS are the legal, valid and binding  obligations of ARS
and have been validly executed on behalf of ARS and are valid and enforceable in
accordance  with their terms,  except as such  enforceability  may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting the enforcement of creditor's  rights  generally and by application of
general equitable principles affecting the enforcement of equitable remedies


<PAGE>



(including within said equitable  remedies,  without  limitation,  the remedy of
specific performance).

         8.3.7.5 The  execution  and  delivery by ARS of the  Agreement  and all
documents delivered by ARS pursuant to this Agreement and the sale of the Assets
to  Entercom  will  not:  (i)  constitute  a  violation  of the  Certificate  of
Incorporation,  as amended, or the Bylaws, as amended, of ARS; (ii) constitute a
violation of any statute,  judgment,  order,  decree or regulation of any court,
governmental  authority  or  arbitrator  applicable  or  relating  to ARS or the
Assets; (iii) conflict with,  constitute grounds for termination of, result in a
breach of,  constitute a default under, or accelerate or permit the acceleration
of any performance required by the terms of any material agreement known to such
counsel to which ARS is a party or by which ARS may be bound; or (iv) create any
claim,  lien,  charge or encumbrance on the Station or the Assets pursuant to or
as a consequence of any of the foregoing.

         8.3.7.6 All other actions and  proceedings  required by federal,  state
and local laws or this  Agreement  to be taken by ARS at or prior to the Closing
in connection with this Agreement and the transactions provided for therein have
been duly and validly

         8.3.7.7 Such counsel  knows of no claim,  legal  action,  court action,
suit, arbitration, governmental investigation or other legal, administrative, or
tax proceeding  pending or threatened against ARS or to which ARS is or would be
a party or  relating  to the  Assets or the  transactions  contemplated  by this
Agreement  which would have an adverse effect on the Station  business or on the
Assets or on the transfer of the Assets to Entercom..

         8.3.7.8 ARS is the authorized legal holder of the  Authorizations.  The
Authorizations  are in full force and effect. To such counsel's  knowledge after
reasonable investigation:  (i) there is not now pending or threatened any action
by or before the FCC to revoke, cancel,  rescind,  modify or refuse to renew any
of the Authorizations and (ii) there is not then pending or


<PAGE>



threatened, issued or outstanding by or before the FCC, any investigation, Order
to Show Cause,  Notice of Violation,  Notice of Apparent  Liability or Notice of
Forfeiture or complaint  concerning the Station or concerning ARS if such matter
could  have  an  adverse  effect  on  the  Station  or the  consummation  of the
transactions contemplated by this Agreement.

         8.3.7.9  The  FCC  has  granted  approval  to  the  assignment  of  the
Authorizations  and,  if  appropriate,  such grant has  become a Final  Order in
accordance with the rules and  regulations of the FCC,  subject to timely notice
of consummation of the sale of the Assets and assignment of the Authorizations.

         8.3.8 All books, records, public files, contracts,  leases,  Commission
filings, correspondence,  files and other documents relating to and necessary or
appropriate  to the  operation of the  Station,  excluding  however,  accounting
records relating to ARS's period of ownership (provided Entercom is given copies
thereof), minute books and other corporate records of ARS.

         8.3.9 A lease,  license or other  appropriate  agreement or  instrument
granting  Entercom  the  right to  continue  after  Closing  to use the  present
broadcast and production  studio facilities used by the Station in their current
operations and in  essentially  the same manner as currently  used.  Such use by
Entercom shall be without  payment of rent or other charges except that Entercom
shall pay for its own  supplies  and  telephone  service and shall  continue for
sixty (60) days  after the  Closing  Date and shall  include a  reasonable  time
thereafter  for the  removal  for the  Station  equipment  from  the ARS  studio
facilities.  

8.4 CLOSING  DELIVERIES TO ARS. At the Closing,  Entercom and ARS shall instruct
the Escrow  Agent to  deliver to ARS the  principal  of the Escrow  Deposit  and
Entercom  shall pay to ARS balance of the Purchase Price as set forth in Section
2.3.2 and deliver to ARS the following


<PAGE>



items  and  documents  in form  satisfactory  to  counsel  for ARS and  properly
executed  unless ARS shall waive in whole or part in writing  such  delivery and
then only to the extent of such waiver:

         8.4.1 An opinion of John C. Donlevie, Esq., Entercom's General Counsel,
in form and  substance  satisfactory  to ARS to the effect  that  Entercom  is a
corporation  duly organized,  validly existing and in good standing in the State
of  California,  is duly  authorized  and  empowered  to  enter  into all of its
undertakings  herein  provided  and is  duly  qualified  to do  business  in the
Commonwealth  of  Pennsylvania;  that this  Agreement  and all  documents  to be
executed  or  delivered  hereunder  by Entercom at Closing are valid and binding
upon  Entercom  in  accordance  with  their  respective  terms,  except  as such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  and  similar  laws  affecting  the  enforcement  of
creditors' rights generally and by application of general  equitable  principles
affecting the enforcement of equitable remedies (including within said equitable
remedies without limitation the remedy of specific  performance);  all corporate
proceedings  required to be taken by Entercom to authorize  Entercom to execute,
deliver  and perform  this  Agreement  have been duly and  properly  taken;  and
Entercom's  counsel does not know or have any reasonable  grounds to know of any
violation  by Entercom of any of its  agreements,  representations,  warranties,
certificates or affidavits  contained herein or delivered  pursuant hereto which
would prevent Entercom from consummating the Closing hereunder.  With respect to
matters of California law such opinion of Entercom's counsel may be based solely
on or may be given by Entercom's California counsel.

         8.4.2 One or more Agreements whereby Entercom assumes and agrees to pay
when due any  liabilities  of ARS  specifically  assumed by Entercom  hereunder,
including without  limitation,  those liabilities  accruing after the Adjustment
Time with  respect  to those  Leases and  Contracts  being  assumed by  Entercom
hereunder.


<PAGE>



         8.4.3 Certified  copies of the resolutions of the Board of Directors of
Entercom   approving  and  ratifying   this   Agreement  and  all   transactions
contemplated by this Agreement.

         8.4.4 A certificate  signed by the  President or any Vice  President of
Entercom  to the effect  that with  respect to any matter  which  would  prevent
Entercom from consummating the Closing,  no act or omission of Entercom or state
of facts contrary to the agreements,  representations  and warranties  contained
herein has been taken or has occurred and that said representations are true and
correct as of the  Closing  Date with the same force and effect as if made as of
the time of Closing. 

8.5  COVENANTS  OF FURTHER  ASSURANCES.  At and after the time of Closing,  upon
request of  Entercom,  ARS shall take such action and  deliver to Entercom  such
further instruments of assignment,  conveyance or transfer or other documents of
further  assurance as in the opinion of counsel for  Entercom may be  reasonably
necessary to evidence the full and effective transfer, conveyance and assignment
of the Assets and  possession  thereof to Entercom,  its successors and assigns,
and to assure complete performance of this Agreement by ARS in all respects.

8.6  DAMAGE TO  PROPERTY.  If, at the time of  Closing,  the  tangible  personal
property to be sold  hereunder  shall have  suffered loss or damage to an extent
that  affects  the value  thereof and ARS shall not have  repaired,  replaced or
restored same with property of like kind, quality and value, Entercom shall have
the right at its election to (i)  complete  the  purchase and Closing,  in which
event it shall be  entitled to a reduction  in the  Purchase  Price equal to the
greater  of the amount  necessary  to repair,  replace or restore  such  damaged
property with property of like kind,  quality and value or the amount of any and
all insurance proceeds  available to ARS, if any,  collectible by reason of such
loss or  damage,  (ii)  postpone  closing  until  such time as ARS shall have so
repaired, replaced or restored such property, provided that if such postponement
exceeds


<PAGE>



ninety (90) days then Entercom  shall have the right to terminate this Agreement
in  accordance  with  Article IX hereof.  

8.7 TAXES ON  TRANSACTION.  All sales,  purchase,  transfer,  use or documentary
taxes,  if any,  payable by reason of this Agreement or any of the  transactions
contemplated  hereby or the sale,  transfer  or delivery of any of the Assets to
Entercom  whether or not imposed on ARS, shall be paid and borne by ARS,  either
directly or by  reimbursement  to the Entercom and ARS shall  indemnify and hold
Entercom  harmless with respect to the above taxes and any expenses  incurred by
the Entercom relating to same.


                                   ARTICLE IX

                    TERMINATION. DEFAULT AND INDEMNIFICATION

9.1  TERMINATION BY REASON OTHER THAN DEFAULT.  This Agreement may be
terminated by a party hereto not then in default  hereunder  upon written notice
to the other party if:

         9.1.1  Events  occur which give rise to a specific right  hereunder  to
terminate this Agreement by the party seeking to terminate; or

         9.1.2 Any material  condition set forth herein to the obligation of the
party seeking to terminate  this Agreement to complete the  transaction  has not
been  satisfied or complied  with by the Closing Date and has not been waived by
the party seeking to terminate.

9.2 EFFECT OF  TERMINATION  BY REASON OTHER THAN DEFAULT.  If this  Agreement is
duly terminated by either party as provided in Section 9.1, then all obligations
of either party to the other shall cease and  terminate  the Escrow  Deposit and
all  interest  accrued  thereon  shall be returned to Entercom  and both parties
shall be fully and finally released herefrom.


<PAGE>



9.3  DEFAULT.  The following shall constitute a default hereunder:

         9.3.1 If any of the  representations or warranties of a party contained
herein is inaccurate or breached in any material respect; or

         9.3.2 If any of the  obligations  to be performed  hereunder by a party
hereto is not  performed  during the  period or at or before the time  specified
herein  for such  performance.  

9.4 ARS'S  REMEDY.  In the event  Entercom  is  obligated  to  complete  Closing
hereunder  and defaults in such  obligation  which default is not waived by ARS,
ARS's sole remedy shall be to receive payment of the principal sum of the Escrow
Deposit as liquidated  damages in full and final  settlement of all claims under
this Agreement and there shall be no other or further  obligations,  liabilities
or remedies of the parties  hereunder.  In the event Closing  occurs  hereunder,
ARS's remedy for any default by Entercom  shall be  indemnification  pursuant to
Section 9.7 hereof.

9.5 ENTERCOM'S REMEDIES. In the event of a default by ARS hereunder which is not
waived by Entercom, Entercom shall have the following remedies:

         9.5.1 Entercom may by written notice to ARS terminate this Agreement in
which event  Entercom  shall be  entitled  to return of all deposit  monies paid
hereunder  and any  interest  thereon and shall also be entitled to recover from
ARS any damages Entercom sustained as a result of the default by ARS hereunder.

         9.5.2   Entercom  may  seek  specific   performance  by  ARS  of  ARS's
obligations  hereunder and shall also be entitled to any other remedy  available
at law or in equity,  including  without  limitation the recovery of any damages
incurred by Entercom as a result of the default by ARS hereunder.  ARS covenants
that  under  such  circumstances,  it shall not  assert in  defense of an action
seeking  specific  performance  of this  Agreement  in  favor of  Entercom  that
Entercom has available adequate remedies at Law.


<PAGE>



         9.5.3 In the event Closing occurs hereunder,  Entercom's remedy for any
default by ARS shall be  indemnification  pursuant to Section  9.7  hereof.  

9.6 LIQUIDATED  DAMAGES NOT A PENALTY.  With respect to the  liquidated  damages
provided for in Section 9.4 hereof,  ARS and  Entercom  hereby  acknowledge  and
agree that the damage  that may be  suffered  by either  party in the event of a
default by the other party hereunder is not readily  ascertainable and that such
liquidated  damages as of the date  hereof  are a  reasonable  estimate  of such
damages and are intended to compensate ARS for any such damage and are not to be
construed as a penalty.

9.7 INDEMNIFICATION.

         9.7.1 By ARS.  ARS shall  indemnify,  defend and hold  Entercom and its
officers,  directors,  employees and affiliates  harmless from, against and with
respect  to any and all  loss,  damage,  claim,  obligation,  assessment,  cost,
liability,  and expense (including,  without limitation,  reasonable  attorney's
fees and costs and  expenses  incurred in  investigating,  preparing,  defending
against or prosecuting  any  litigation or claim,  action,  suit,  proceeding or
demand) of any kind or character  (a "Loss")  incurred,  suffered,  sustained or
required to be paid by any of them and resulting from, related to or arising out
of:
                  (a) any  breach of any of the  representations  or  warranties
         made by ARS in or  pursuant  to this  Agreement,  or in any  agreement,
         document or  instrument  executed and delivered  pursuant  hereto or in
         connection with the Closing hereunder;

                  (b) any  failure  by ARS to  perform  or  observe,  or to have
         performed  or  observed,  in full,  any  covenant  or  agreement  to be
         performed  or  observed  by it  pursuant  to this  Agreement  or in any
         agreement,  document or  instrument  executed  and  delivered  by or on
         behalf of it in connection with the Closing hereunder;


<PAGE>



                  (c) any and all  obligations of ARS, except for obligations to
         be assumed or retained by Entercom  under the terms of this  Agreement;
         or

                  (d) ARS's  operation  or  ownership of the Assets prior to the
         Adjustment  Time,  including any and all  obligations  and  liabilities
         arising  under the  Authorizations  or the  Contracts  and Leases which
         accrue or relate to a period of time prior to the  Adjustment  Time; or

         9.7.2 By  Entercom.  If  Closing  does not occur  due to a  default  by
Entercom in its  obligation  to complete  such Closing  hereunder,  ARS's remedy
shall be liquidated  damages  pursuant to Section 9.4 hereof.  Provided  Closing
occurs  hereunder,  Entercom  shall  indemnify,  defend  and  hold  ARS  and its
officers,  directors,  employees and affiliates  harmless from, against and with
respect to any Loss (as defined in Section 9.7.1) incurred,  suffered, sustained
or required to be paid by any of them and resulting from,  related to or arising
out of:

                  (a) any  breach of any of the  representations  or  warranties
         made by Entercom in or pursuant to this  Agreement or in any agreement,
         document or  instrument  executed and delivered  pursuant  hereto or in
         connection with the Closing hereunder;

                  (b) any failure by Entercom to perform or observe,  or to have
         performed  or  observed,  in full,  any  covenant  or  agreement  to be
         performed  or  observed  by it  pursuant  to this  Agreement  or in any
         agreement,  document or  instrument  executed  and  delivered  by or on
         behalf of it in connection with the Closing hereunder; or

                  (c) any and all obligations of Entercom except for obligations
         to be assumed or retained by ARS under the terms of this Agreement; or

                  (d) Entercom's  operation or ownership of the Assets after the
         Adjustment  Time,  including any and all liabilities  arising under the
         Authorizations or the Contracts assumed


<PAGE>



         by Entercom  and Leases  assumed by  Entercom  which  accrue  after the
         Adjustment  Time or which  relate to or arise  out of events  occurring
         after the Adjustment Time.

         9.7.3  Procedures.   Any  party  seeking   indemnification  under  this
Agreement   (the   "Indemnified   Party")   shall   give  the  party   from  who
indemnification is sought (the "Indemnifying Party") written notice of any claim
or the commencement of any action or proceeding from which the Indemnified Party
seek  indemnification,  and the Indemnified  Party shall permit the Indemnifying
Party to assume the defense of any such claim or any  litigation  resulting from
such claim,  unless injunctive relief is sought against the Indemnified Party in
which case the  Indemnified  Party shall have the right to join in any  defense.
The Indemnified Party's failure to five the Indemnifying Party notice under this
clause  shall not preclude the  Indemnified  Party from seeking  indemnification
from the  Indemnifying  Party except to the extent that the Indemnified  Party's
failure has materially prejudiced the Indemnifying Party's ability to defend the
claim or litigation. The Indemnifying Party shall not settle any claim for which
the Indemnified Party seeks  indemnification or consent to entry of any judgment
in  litigation  arising  from such a claim  without  obtaining  a release of the
Indemnified Party from all liability in respect of such claim or litigation.  If
the  Indemnifying  Party  shall not  assume  the  defense  of any such  claim or
litigation  resulting  therefrom,  or if injunctive relief is sought against the
Indemnified Party, the Indemnified Party may defend against or settle such claim
or litigation in such manner as it may deem appropriate.  The Indemnifying Party
shall promptly  reimburse the  Indemnified  Part for the amount of all expenses,
legal or otherwise,  incurred by the  Indemnified  Party in connection  with the
defense  against or  settlement  of such claim or litigation If no settlement of
the claim or litigation is made, the Indemnifying Party shall promptly reimburse
the  Indemnified  Party for the amount of any judgment  rendered with respect to
such  claim or in such  litigation  and for all  expenses,  legal or  otherwise,
incurred  by the  Indemnified  Party  in  the  defense  against  such  claim  or
litigation.


<PAGE>




                                    ARTICLE X

                               GENERAL PROVISIONS

10.1 EXPENSES OF THE PARTIES.  Except as otherwise provided herein, all expenses
involved in the preparation,  authorization  and consummation of this Agreement,
including, without limitation, all fees and expenses of agents, representatives,
counsel  and  accountants  in  connection   therewith  and  in  connection  with
applications to the Commission hereunder, shall be borne solely by the party who
shall have  incurred  the same,  and the other party shall have no  liability in
respect  thereof.  The  foregoing  notwithstanding,  the parties agree to pay in
equal  shares any filing  fees of the  Commission  relating to the filing of the
Applications and the filing fees under the HSR Act.

10.2  BROKERS.  Each party  hereto  represents  and  warrants to the other party
hereto that it has not incurred  any  obligation  or  liability,  contingent  or
otherwise,  for brokerage or finders' fees or agents  commissions  or other like
payment in  connection  with this  Agreement  or the  transactions  contemplated
hereby for which the other party will have any liability,  and each party hereto
agrees to  indemnify  and hold the other party  hereto  harmless  against and in
respect to any such  obligation or liability  based in any way on any agreement,
arrangement  or  understanding  claimed to have been made by such party with any
third party.

10.3 SURVIVAL OF ARS'S COVENANTS REPRESENTATIONS AND WARRANTIES.  The provisions
hereof which by their terms are to be performed  and observed  after the Closing
Date and the several representations,  warranties, indemnities and agreements of
the ARS herein  contained  shall  survive the Closing Date  hereunder  and shall
remain effective and unaltered or unimpaired by any investigation  that may have
been or may be  made  at any  time  prior  to  Closing  by or on  behalf  of the
Entercom.


<PAGE>



10.4  AMENDMENT  AND  WAIVER.  This  Agreement  cannot be changed or  terminated
orally.  Any amendment of  modification  hereof must be in writing signed by the
party  against whom  enforcement  is sought.  No waiver of  compliance  with any
provision  or condition  hereof,  and no consent  provided for herein,  shall be
effective  unless  evidenced by an  instrument  in writing duly  executed by the
party sought to be charged with such waiver or consent.

10.5  EFFECT  OF  THIS   AGREEMENT.   This   Agreement  sets  forth  the  entire
understanding  of the parties and  supersedes  any and all prior written or oral
agreements,  arrangements  or  understandings  relating  to the  subject  matter
hereof.  No  representation,  promise,  inducement or statement of intention has
been made by either party which is not embodied in this  Agreement,  and neither
party shall be bound by, or be liable for, any alleged representation,  promise,
inducement or statement of intention not embodied  herein unless same shall have
been made  subsequent  hereto,  shall be in  writing  and shall be signed by the
party to be charged therewith. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns.

10.6  HEADINGS.  The  article  or section  headings  of this  Agreement  are for
convenience  of  reference  only and do not form a part of and do not in any way
modify, interpret or construe the intention of the parties.

10.7  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts
and all such counterparts shall be construed as one and the same instrument.

10.8 GOVERNING LAW. The  construction and performance of this Agreement shall be
governed  by the laws of the State of  California.  

10.9  NOTICES.  Any  notice,  report,  demand,  waiver or  consent  required  or
permitted hereunder shall be in writing and shall be given by hand delivery,  by
prepaid registered or certified mail, with


<PAGE>



return receipt requested, by an established national overnight courier providing
proof of delivery for next  business  day  delivery or by telecopy  addressed as
follows:

If to ARS:                 Steven B.  Dodge, President & CEO
                           American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, MA 02116-5749
                           Telecopy Number: (617) 375-7575

with a copy to:            Michael B.  Milsom, Esq.
                           American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, MA 02116-5749
                           Telecopy Number: (617) 375-7575

If to Entercom:            Joseph M.  Field, President
                           Entertainment Communications, Inc.
                           401 City Avenue, Suite 409
                           Bala Cynwyd, PA 19004
                           Telecopy Number 610-660-5620

with a copy to:            John C.  Donlevie, Esq.
                           Entertainment Communications, Inc.
                           401 City Avenue, Suite 409
                           Bala Cynwyd, PA 19004
                           Telecopy Number 610-660-5641


The date of any such notice and service  thereof  shall be deemed to be: (i) the
day of delivery if hand  delivered or delivered by overnight  courier;  (ii) the
day of delivery as indicated on the return  receipt if  dispatched  by mail,  or
(iii)  the  date  of  telecopy  transmission  as  indicated  on  the  telecopier
transmission  report  provided  that  any  telecopy  transmission  shall  not be
effective  unless a paper copy is sent by  overnight  courier on the date of the
telecopy  transmission.  Either  par~ may change its  address for the purpose of
notice by giving notice of such change in accordance with the provisions of this
section.


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10.10  STATION  EMPLOYEES.  ARS  agrees  that for a period of one year after the
Closing neither it nor any successor or assignee will employ,  offer  employment
to or counsel others to offer  employment to any current employee of the Station
that Entercom employs after the Closing.

10.11  SECTION  1031 ASSET  EXCHANGE.  It is the intent of the parties  that the
exchange of assets  contemplated  by this  Agreement  will to the maximum extent
possible  qualify as like-kind  exchanges  pursuant to Section 103 l of the Code
with  Entercom  exchanging  portions of the  Pittsburgh  Assets and  Minneapolis
Assets  for  the  Assets.  In  keeping  with  that  intention  it  is  expressly
acknowledged that Entercom may, at or prior to Closing,  assign its rights under
this Agreement to a Qualified Intermediary subject to all of such party's rights
and  obligations  hereunder and shall  promptly  provide  written notice of such
assignment  to ARS  hereto.  All parties  shall  cooperate  with all  reasonable
requests of the Qualified  Intermediary in arranging and effecting this exchange
and any additional  exchange as one which  qualified  under Section 103 l of the
Code.  Without  limiting the generality of the foregoing,  if Entercom has given
notice of its  intention to effect an exchange  using a Qualified  Intermediary,
ARS shall (i) promptly  provide  Entercom  with written  acknowledgment  of such
notice  and (ii) at  Closing,  if  requested,  deliver  the Assets and all other
deliveries  required  at Closing to the  Qualified  Intermediary  rather than to
Entercom  (which delivery shall discharge the obligation of ARS to make delivery
for the Assets  hereunder).  An assignment to a Qualified  Intermediary will not
relieve Entercom of any of its duties or obligations hereunder.  In addition, in
order to accomplish  such  exchange,  Entercom may delay the Closing  beyond the
date Closing would occur under  Section "8.1" of this  Agreement to a date which
is not more than five (5) business days after the  consummation  of the closings
under the Pittsburgh Agreements, but no later than June 2, l 997, in order to


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coordinate  the timing of the Closing  with the timing of the  closings  for the
divestiture of the Pittsburgh Assets and the Minneapolis Assets.

10.12  CALL  SIGN.  ARS  agrees  that the call  sign  KXOA and any  intellectual
property  rights  relating  thereto are part of the Assets to be  transferred to
Entercom  hereunder.  At Closing  ARS will assign all of its rights to such call
sign and related  intellectual  property  rights and ARS will obtain  other call
sign for  KXOA(AM)  at the time of Closing or as soon as  practical  thereafter.
Thereafter ARS will not use the KXOA call sign and related intellectual property
in connection with such AM station.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed  by  their  duly  authorized  corporate  officers  and  their  respective
corporate seals thereunto affixed on this the day and date first written above.

                                            ARS:

                                            AMERICAN RADIO SYSTEMS CORPORATION


                                            By:_______________________________

                                            Title:____________________________



                                            ENTERCOM:

                                            ENTERTAINMENT COMMUNICATIONS, INC.


                                            By:_______________________________

                                            Title:____________________________


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