Exhbibit 10.84

                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT is dated October 10, 
1996, by and between
American Radio Systems Corporation, a Delaware corporation ("Buyer"), and CBC of
Baltimore, Inc., a North Carolina corporation ("Seller").

                                P R E M I S E S:

         A. Seller is the  licensee of and  operates  radio  station  WOCT (FM),
Baltimore,  Maryland  (the  "Station")  and  pursuant to licenses  issued by the
Federal Communications Commission (the "FCC").

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

         C. Seller and Buyer have contemporaneously entered into a certain Asset
Purchase Agreement  concerning the sale of WWMX (FM),  Baltimore,  Maryland (the
"WWMX Agreements") and intend to close on WWMX and WOCT at the same time.

                                   AGREEMENTS:

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


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                                   SECTION 1
                                  DEFINED TERMS

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

         1.1  "Accounts  Receivable"  means the rights of Seller to payment  for
services rendered  (including sale of time or talent on the Station for cash) by
Seller  prior to the TBA Date as  reflected  on the  billing  records  of Seller
relating to the Station.

         1.2 "Assets" means the tangible and intangible assets owned and used or
useful in  connection  with the  conduct of the  business or  operations  of the
Station,  which assets are being sold,  transferred,  or  otherwise  conveyed to
Buyer hereunder, as specified in detail in Section 2.1.

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

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

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

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

         1.7  "Contracts"  means all  agreements  and  leases,  written  or oral
(including any amendments and other modifications  thereto) to which Seller is a
party or which are binding

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upon Seller and directly  affect the assets or the business or operations of the
Station,  and (i)  which are in effect  on the date  hereof,  or (ii)  which are
entered  into by Seller in the  ordinary  course of  business  between  the date
hereto and the Closing Date.

         1.8 "Escrow  Deposit"  shall mean the sum of One Million  Five  Hundred
Thousand Dollars  ($1,500,000) held by First Union National Bank as Escrow Agent
pursuant to an Escrow  Agreement of even date, by and among Buyer,  Seller,  and
Escrow Agent.

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

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

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

         1.12  "Final  Order"  means a written  action,  order or public  notice
issued  by the FCC,  setting  forth the FCC  Consent  and (a) which has not been
reversed,  stayed,  enjoined,  set aside,  annulled or  suspended,  and (b) with
respect to which (i) no requests have been filed for  administrative or judicial
review,  reconsideration,  appeal  or stay,  and the time  for  filing  any such
requests and for the FCC to review the action on its own motion has expired,  or
(ii) in the event of review,  reconsideration  or appeal that does not result in
the FCC  consent  being  reversed,  stayed,  enjoined,  set aside,  annulled  or
suspended, the time for further review, reconsideration or appeal has expired.

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

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         1.14 "Personal Property" means all of the machinery,  equipment, tools,
vehicles,  furniture,  leasehold  improvements,  office equipment,  plant, spare
parts, and other tangible  personal property which are owned or leased by Seller
and used or  useful as of the date  hereof in the  conduct  of the  business  or
operations of the Station,  plus such additions thereto and deletions  therefrom
arising in the  ordinary  course of  business  between  the date  hereof and the
Closing Date.

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

         1.16  "Real   Property"   means  all  of  the  fee  estates  and  other
improvements  thereon,  leasehold  interests,  easements,  licenses,  rights  to
access,  right-of-way,  and other  real  property  interest  owned by Seller and
identified  on Schedule  3.5 hereof plus such  additions  thereto and  deletions
therefrom arising in the ordinary course of business between the date hereof and
the Closing Date.

         1.17 "TBA Date" means the date of commencement of  effectiveness of the
Time Brokerage Agreement.

         1.18 "Time  Brokerage  Agreement"  means the Time  Brokerage  Agreement
entered into by Seller and Buyer in substantially the form set forth in Schedule
6.1 hereto.

                                    SECTION 2
                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this  Agreement,  Seller hereby agrees to transfer and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase,  all of the Assets,  free and
clear  of  any  claims,  liabilities,  mortgages,  liens,  pledges,  conditions,
charges, or encumbrances of any nature whatsoever (except for those

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permitted in accordance with Section 2.5, 3.5 or 3.6 below),  more  specifically
described as follows:

                  (a) The Personal Property;

                  (b) The Real Property;

                  (c) The Licenses;

                  (d) The Assumed Contracts;

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

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

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

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

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

         2.2 Excluded Assets.  The Assets shall exclude the following assets, in
addition to those listed on Schedule 2.2:

                  (a) Seller's cash on hand as of the Closing Date and all other

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cash  in any of  Seller's  bank or  savings  accounts;  any  and  all  insurance
policies, letters of credit, or other similar items and any cash surrender value
in regard thereto;  and any stocks,  bonds,  certificates of deposit and similar
investments.

                  (b) Any Contracts other than the Assumed Contracts;

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

                  (d) Any claims,  rights and  interest in and to any refunds of
federal,  state or local franchise,  income or other taxes or fees of any nature
whatsoever for periods prior to the Closing Date;

                  (e) Any pension, profit-sharing or employee benefit plans, and
any  employment  or  collective  bargaining  agreement,  except  to  the  extent
specifically assumed in Section 2.4, 2.5 or 6.10 of this Agreement.

                  (f) The Accounts Receivable.

                  (g) Any  other  asset of Seller  not  located  at  either  the
studio/office or transmitter  site of Seller,  or otherwise herein defined as an
Asset.

         2.3 Purchase Price.  The Purchase Price shall be Thirty Million Dollars
($30,000,000).  The  Purchase  Price  shall  be  adjusted  to  reflect  (i)  any
adjustments  or prorations  made and agreed to as of the TBA Date as provided in
Section  2.4  herein,  (ii)  to the  extent  the  parties  agree  on a  specific
allocation of such amount to the  Noncompetition  Agreement set forth on Section
6.5 herein, and (iii) the increase, if applicable,  provided for in Section 6.12
herein.

         2.4 Adjustments and Prorations.  All revenues  arising from the Station
up until  midnight on the day prior to the TBA Date,  and all  expenses  arising
from the Station up until

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midnight on the day prior to the TBA Date,  including  business and license fees
(including any  retroactive  adjustments  thereof),  utility  charges,  real and
personal  property  taxes and  assessments  levied  against the Assets,  accrued
employee  benefits such as vacation  time and sick time,  property and equipment
rentals,  applicable  copyright or other fees, sales and service charges,  taxes
(except  for taxes  arising  from the  transfer  of the Assets  hereunder),  and
similar prepaid and deferred items,  shall be prorated  between Buyer and Seller
in accordance with the principle that Seller shall receive all revenues, and all
refunds to Seller and  deposits  of Seller held by third  parties,  and shall be
responsible for all expenses,  costs and liabilities allocable to the conduct of
the business or  operations of the Station for the period prior to the TBA Date,
and Buyer shall receive all revenues and shall be responsible  for all expenses,
costs and obligations  allocable to the conduct of the business or operations of
the Station on the TBA Date and for the period  thereafter.  Buyer shall receive
credit  to  the  extent  of the  value  (as  calculated  in  Seller's  financial
statements  consistent with past practice) of any and all advertising time to be
run  following  the TBA Date for which  trade or barter  consideration  has been
received by the Seller prior to the TBA Date.

         Notwithstanding  the foregoing,  there shall be no adjustment  for, and
Seller shall remain solely liable with respect to, any Contracts not included in
the Assumed Contracts, or any other obligation or liability not being assumed by
Buyer in accordance with Section 2.5.

                  A. Any adjustments or prorations will, insofar as feasible, be
determined  and paid on the TBA Date,  with final  settlement  and payment being
made in accordance with the procedures set forth in Section 2.4B.

                  B.  Within  sixty  (60) days after the TBA Date,  Buyer  shall
deliver to Seller a  certificate  (the  "Adjustment  Certificate"),  signed by a
senior  officer of Buyer  after due  inquiry by such  officer  but  without  any
personal liability to such officer, providing a compilation of the

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adjustments  and  prorations to be made pursuant to this Section 2.4,  including
any adjustments and prorations made at the TBA Date, together with a copy of any
working papers relating to such Adjustment Certificate and such other supporting
evidence as Seller may  reasonably  request.  If Seller shall  conclude that the
Adjustment   Certificate  does  not  accurately   reflect  the  adjustments  and
prorations to be made pursuant to this Section 2.4, Seller shall,  within thirty
(30) days after its receipt of the Adjustment Certificate,  provide to Buyer its
written  statement  of any  discrepancies  believed to exist.  Joseph L. Winn on
behalf of Buyer,  and John M. Brennon on behalf of Seller,  or their  respective
designees,  shall attempt  jointly to resolve the  discrepancies  within fifteen
(15) days after receipt of Seller's discrepancy statement,  which resolution, if
achieved, shall be binding upon all parties to this Agreement and not subject to
dispute or review.  If such  representatives  cannot resolve the  discrepancy to
their mutual satisfaction within such fifteen (15) day period,  Buyer and Seller
shall,  within the following ten (10) days, jointly designate a nationally known
independent  public  accounting  firm to be  retained  to review the  Adjustment
Certificate together with Seller's discrepancy  statement and any other relevant
documents.  The cost of retaining such independent  public accounting firm shall
be borne equally by Buyer and Seller.  Such firm shall report its conclusions as
to adjustments pursuant to this Section 2.4, which report shall be conclusive on
all parties to this  Agreement  and not subject to dispute or review.  If, after
adjustment  as  appropriate   with  respect  to  the  amount  of  the  aforesaid
adjustments  paid or credited  at the TBA Date,  Buyer is  determined  to owe an
amount to  Seller,  Buyer  shall pay such  amount  to  Seller,  and if Seller is
determined  to owe an amount to Buyer,  Seller shall pay such amount  thereof to
Buyer, in each case within ten (10) days of such determination.

         2.5 Assumption of  Liabilities  and  Obligations.  Except to the extent
otherwise  provided  for in the  Time  Brokerage  Agreement,  Buyer  shall  pay,
discharge and perform as of the

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Closing  Date (i) all of the  obligations  and  liabilities  of Seller under the
Licenses and the Assumed  Contracts insofar as they relate to the time period on
and after the Closing Date, and arising out of events  occurring on or after the
Closing  Date,  (ii) all  obligations  and  liabilities  arising  out of  events
occurring  on or after the  Closing  Date  related to Buyer's  ownership  of the
Assets or its conduct of the business or  operations  of the Station on or after
the Closing Date,  and (iii) all  obligations  and  liabilities  for which Buyer
receives a proration adjustment hereunder. All other obligations and liabilities
of Seller,  including (i) any obligations under any Contract not included in the
Assumed Contracts,  (ii) any obligations under the Assumed Contracts relating to
the time  period  prior  to the  Closing  Date,  (iii)  any  claims  or  pending
litigation or proceedings  relating to the operation of the Station prior to the
Closing  Date,  and (iv) those  related to employees as set forth in Section 6.9
herein shall remain and be the obligations and liabilities solely of Seller.

                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1 Organization,  Standing and Authority. Seller is a corporation duly
formed,  validly  existing and in good  standing  under the laws of the State of
North  Carolina  and is duly  qualified  to conduct its business in the State of
Maryland,  which is the only  jurisdiction  where the conduct of the business or
operations of the Station requires such qualification.  Seller has all requisite
corporate power and authority (i) to own, lease, and use the Assets as presently
owned,  leased,  and used, and (ii) to conduct the business or operations of the
Station as presently  conducted.  Seller has all requisite  corporate  power and
authority to execute and deliver this

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Agreement and the documents  contemplated hereby, and to perform and comply with
all of the terms,  covenants and conditions to be performed and complied with by
Seller,  hereunder  and  thereunder.  Seller is not a  participant  in any joint
venture or partnership  with any other person or entity with respect to any part
of the Station's operations or the Assets.

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

         3.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and  performance of this Agreement and the
documents  contemplated  hereby (with or without the giving of notice, the lapse
of time,  or both):  (i) does not require the consent of any third  party;  (ii)
will not  conflict  with any  provision  of the  Articles of  Incorporation  and
By-Laws  of  Seller;  (iii) will not  conflict  with,  result in a breach of, or
constitute a default under, any law, judgment,  order, ordinance,  decree, rule,
regulation  or  ruling of any court or  governmental  instrumentality,  which is
applicable  to Seller;  (iv) will not  conflict  with,  constitute  grounds  for
termination of, result in a breach of, constitute a default under, or accelerate
or permit the  acceleration  of any  performance  required  by the terms of, any
material agreement,  instrument, license or permit to which Seller is a party or
by which may be bound;  or (v) will not create any claim,  liability,  mortgage,
lien,  pledge,  condition,  charge, or encumbrance of any nature whatsoever upon
the Assets.

         3.4  Licenses  and  Permits.  Schedule 3.4 includes a true and complete
list of the  Licenses  and  Permits.  Seller  has  delivered  to Buyer  true and
complete copies of the Licenses

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and Permits (including any and all amendments and other modifications  thereto).
As described in Schedule 3.4, the Licenses  were validly  issued with the Seller
designated  thereon  being the  authorized  legal holder  thereof.  The Licenses
comprise all of the licenses, permits and other authorizations required from any
governmental  or regulatory  authority for the lawful conduct of the business or
operations of the Station as presently operated. Seller has no reason to believe
that the Licenses will not be renewed by the FCC or other granting  authority in
the ordinary course.

         3.5 Title to and  Condition  of Real  Property.  Schedule  3.5 contains
descriptions   of  all  the  Real  Property   (including  the  location  of  all
improvements  thereon),  which comprises all real property interest necessary to
conduct the business or operations of the Station as now  conducted.  Seller has
good and marketable fee simple title, insurable at standard rates, to all of the
fee estates (including the improvements  thereof),  listed in said Schedule free
and clear of all liens, mortgages, pledges, covenants, easements,  restrictions,
encroachments,  leases, charges, and other claims and encumbrances of any nature
whatsoever,  and without  reservation  or exclusion of any mineral,  timber,  or
other  rights of  interests,  except for (i) liens for real estate taxes not yet
due and payable, (ii) easements,  rights-of-way and restrictions of record, none
of which materially affects the use of such property and all of which are listed
in Schedule 3.5, (iii) liens in favor of Seller's  lenders set forth in Schedule
3.5, and (iv) any other claims or  encumbrances  which are described in Schedule
3.5 and annotated to indicate that such claims or encumbrances  shall be removed
prior to or at Closing.  To the best of  Seller's  knowledge,  all  towers,  guy
anchors and buildings and other  improvements,  included in the owned Assets are
located  entirely on the Real Property listed in Schedule 3.5 or easement rights
set forth at  Schedule  3.5.  Seller has  delivered  to Buyer true and  complete
copies of all deeds, leases or other material instruments pertaining to the Real
Property (including any and all amendments and

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other  modifications of such  instruments),  all of which instruments are valid,
binding  and  enforceable  in  accordance  with  their  terms.  Seller is not in
material  breach,  nor to  Seller's  knowledge  is any other  party in  material
breach, of the terms of any of such deeds, leases or other instruments. All Real
Property  (including  the  improvements  thereof) (i) is in good  condition  and
repair  consistent with its present use reasonable wear and tear excepted,  (ii)
is available  for  immediate use in the conduct of the business or operations of
the  Station,  and (iii) to  Seller's  best  knowledge  materially  complies  as
described in Schedule 3.5 with all  applicable  building,  electrical and zoning
codes and all regulations of any  governmental  authority  having  jurisdiction.
Seller has full legal and practical access to the Real Property.

         3.6 Title to and Condition of Personal Property.  Schedule 3.6 contains
descriptions of all material items of the Personal Property, which comprises all
personal  property  used to conduct the business or operations of the Station as
now  conducted.  Except as described in Schedule  3.6,  Seller owns and has good
title to all Personal Property. None of the Personal Property owned by Seller is
subject to any security interest, mortgage, pledge, conditional sales agreement,
or other lien or encumbrance, except for (i) liens for current taxes not yet due
and payable,  and (ii) any other claims or  encumbrances  which are described in
Schedule 3.6 and annotated to indicate that such claims or encumbrances shall be
removed  prior to or at Closing.  Except as shown in Schedule  3.6, the Personal
Property  taken as a whole is in good operating  condition and repair  (ordinary
wear and tear  excepted),  and is available for immediate use in the business or
operations of the Station, and the transmitting and studio equipment included in
the Personal  Property  (i) has been  maintained  consistent  with FCC rules and
regulations,  and (ii) will permit the Station and any unit auxiliaries  thereto
to operate in  accordance  with the terms of the FCC  Licenses and the rules and
regulations of the FCC, and with all other applicable  federal,  state and local
statutes, ordinances, rules and regulations.

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         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with advertisers for the sale of time or talent on the
Station  for cash and  substantially  at rate card and which are not prepaid and
which may be  cancelled by the Station  without  penalty on not more than thirty
(30) days notice, (ii) employment contracts and miscellaneous  service contracts
terminable  at will without  penalty,  and (iii) other  contracts  not involving
either aggregate  liabilities under all such contacts  exceeding Twenty Thousand
Dollars ($20,000) or any material nonmonetary  obligation.  Seller has delivered
to  Buyer  true and  complete  copies  of all  written  Contracts,  and true and
complete  memoranda of all oral Contracts  (including any and all amendments and
other  modifications  to such Contracts).  Other than the Contracts,  the Seller
requires  no  contract  or  agreement  to enable it to carry on its  business as
presently conducted.  All of the Assumed Contracts are in full force and effect,
and are valid, binding and enforceable in accordance with their terms, except as
the enforceability thereof may be affected by bankruptcy,  insolvency or similar
laws  affecting  creditors'  rights  generally,  or by  court-applied  equitable
remedies.  Seller is not in material  breach,  nor to Seller's  knowledge is any
other party in material  breach,  of the terms of any such Contracts.  Except as
expressly set forth in Schedule 3.7, the Seller is not aware of any intention by
any party to any Assumed  Contract (i) to terminate  such  contract or amend the
terms thereof,  (ii) to refuse to renew the same upon expiration of its term, or
(iii) to renew the same upon expiration  only on terms and conditions  which are
more onerous than those  pertaining  to such existing  contract.  Except for the
Consents,  Seller has full legal power and  authority to assign its rights under
the Assumed  Contracts  to Buyer in  accordance  with this  Agreement,  and such
assignment will not affect the validity,  enforceability and continuation of any
of the Assumed Contracts.

         3.8  Consents.  Except for the FCC Consent  provided for in Section 6.1
and the other  Consents  indicated in Schedule 3.7 or described in Schedule 3.8,
no consent, approval, permit or

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authorization  of,  or  declaration  to  or  filing  with  any  governmental  or
regulatory  authority,  or any other third party is required  (i) to  consummate
this Agreement and the transaction contemplated hereby, (ii) to permit Seller to
assign or transfer the Assets to Buyer,  or (iii) to enable Buyer to conduct the
business or  operations  of the Station in  essentially  the same manner as such
business or operations are presently conducted.

         3.9 Trademarks, Trade Names and Copyrights.  Schedule 3.9 is a true and
complete list of all copyrights,  trademarks,  trade names,  licenses,  patents,
permits,  jingles,  privileges and other similar intangible  property rights and
interests  (exclusive  of those  required to be listed in Schedule  3.4) applied
for,  issued  to or owned by  Seller,  or under  which  Seller  is  licensed  or
franchised,  and used or useful in the conduct of the business or  operations of
the Station, all of which are valid and in good standing and uncontested. Seller
has  delivered  to Buyer  copies  of all  documents  establishing  such  rights,
licenses, or other authority.  Seller is not aware that it is infringing upon or
otherwise acting adversely to any trademarks, trade names, copyrights,  patents,
patent applications,  know-how,  methods, or processes owned by any other person
or persons,  and there is no claim or action  pending,  or to the  knowledge  of
Seller threatened, with respect thereto.

         3.10  Financial  Statements.  True and  complete  copies  of  unaudited
financial  statements of the Station containing balance sheets and statements of
income as at and for  Seller's  fiscal years ended  December 31, 1993,  1994 and
1995 (collectively, the "Financial Statements") have been supplied to Buyer. The
Financial   Statements  are  prepared  in  accordance  with  generally  accepted
accounting principles consistently applied, except for the absence of footnotes,
are true and correct in all material respects,  and present fairly the operating
income and financial  condition of the Station as at their  respective dates and
the results of operations for the periods then ended.

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         3.11 Insurance.  All of the tangible property included in the Assets is
insured against loss or damage in amounts  generally  customary in the broadcast
industry.  Schedule  3.11  comprises a true and complete  list of all  insurance
policies  of  Seller  which  insure  any part of the  Assets.  All  policies  of
insurance  listed in  Schedule  3.11 are in full  force and  effect.  During the
three-year  period ending on the date hereof,  no insurance  policy of Seller on
the Assets or the Station has been  cancelled by the insurer and no  application
of Seller for insurance has been rejected by any insurer.

         3.12  Reports.  Except where failure to do so would not have a material
adverse  effect on the  ownership  or  operation  of the  Station:  all returns,
reports and statements which the Station is currently  required to file with the
FCC or with any other  governmental  agency have been filed,  and all  reporting
requirements of the FCC and other governmental  authorities having  jurisdiction
thereof have been complied with; all of such reports, returns and statements are
substantially complete and correct as filed; and the Station's public inspection
file is located at the main studio and is in compliance with the FCC's rules and
regulations.

         3.13 Employee  Benefit Plans.  Schedule 3.7 or Schedule 3.13 contains a
true and complete list as of the date of this Agreement of all employee  benefit
plans or  arrangements  applicable  to the  employees of Seller  employed at the
Stations,  and all fixed or contingent liabilities or obligations of Seller with
respect  to any  person  now or  formerly  employed  by Seller  at the  Station,
including pension or thrift plans, individual or supplemental pension or accrued
compensation  arrangements,  contributions to hospitalization or other health or
life insurance programs,  incentive plans, bonus arrangements and vacation, sick
leave, disability and termination  arrangements or policies,  including workers'
compensation policies.  Seller has furnished or made available to Buyer true and
complete copies of all written documents or information with respect to employee
matters and arrangements at the Station, including without

                                       15

<PAGE>



limitation,  all employee handbooks,  rules and policies, plan documents,  trust
agreements,  employment agreements,  summary plan descriptions, and descriptions
of any  unwritten  plans  listed in Schedule  3.13.  Any  employee  benefits and
welfare plans or arrangements  listed in Schedule 3.13 were established and have
been executed, managed and administered without material exception in accordance
with all  applicable  requirements  of the  Internal  Revenue  Code of 1986,  as
amended, of the Employee Retirement Income Security Act of 1974, as amended, and
of  other  applicable  laws.  Seller  is  not  aware  of  the  existence  of any
governmental audit or examination of any of such plans or arrangements or of any
facts  which  would lead it to believe  that any such  audit or  examination  is
pending or threatened. There exists no action, suit or claim (other than routine
claims for benefits) with respect to any of such plans or  arrangements  pending
or,  to the  knowledge  of  Seller,  threatened  against  any of such  plans  or
arrangements,  and Seller  possesses  no knowledge of any facts which could give
rise to any such action, suit or claim.

         3.14  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective bargaining agreements with respect to the Station except as described
in Schedule 3.7 hereto.  Seller has no written or oral  contracts of  employment
with any  employee of the  Station,  other than those  listed in  Schedule  3.7.
Seller has  provided  Buyer with true and  complete  copies of all such  written
contracts  of  employment  and  true and  complete  memoranda  of any such  oral
contracts. Seller, in the operation of the Station, has complied in all material
respects  with all  applicable  laws,  rules  and  regulations  relating  to the
employment  of  labor,  including  those  related  to wages,  hours,  collective
bargaining,  occupational  safety,  discrimination,  and the  payment  of social
security and other  payroll  related  taxes,  and it has not received any notice
alleging  that it has  failed to comply in any  material  respect  with any such
laws,  rules or  regulations.  No  controversies,  disputes,  or proceedings are
pending or, to the best of its knowledge, threatened, between it and employees

                                       16

<PAGE>



(collectively)  of the Station.  No labor union or other  collective  bargaining
unit  represents  any of the employees of the Station.  To the best knowledge of
Seller,  there is no union  campaign  being  conducted  to  solicit  cards  from
employees  to  authorize  a union to request a National  Labor  Relations  Board
certification election with respect to any of Seller's employees at the Station.

         3.15 Taxes.  Seller has filed or caused to be filed all federal  income
tax  returns and all other  federal,  state,  county,  local or city tax returns
which are  required to be filed,  and it has paid or caused to be paid all taxes
shown on said returns or on any tax assessment received by it to the extent that
such taxes have become due, or has set aside on its books  reserves  (segregated
to the extent required by sound accounting practice) deemed by it to be adequate
with respect  thereto.  No events have occurred  which could impose on Buyer any
transferee  liability for any taxes,  penalties or interest due or to become due
from Seller.

         3.16 Claims,  Legal Actions.  Except as set forth in Schedule 3.16, and
except for any investigations and rule-making  proceedings  generally  affecting
the broadcasting industry, there is no claim, legal action, counterclaim,  suit,
arbitration,  governmental  investigation or other legal,  administrative or tax
proceeding, nor any order, decree or judgment, in progress or pending, or to the
knowledge of Seller  threatened,  against or relating to Seller,  the Assets, or
the business or operations of the Station, nor does Seller know of any basis for
the same.  In  particular,  except as set forth in  Schedule  3.16,  but without
limiting the generality of the foregoing, there are no applications,  complaints
or proceedings  pending or, to the best of its knowledge,  threatened (i) before
the FCC  relating  to the  business  or  operations  of the  Station  other than
applications,   complaints  or  proceedings  which  affect  the  radio  industry
generally,  (ii) before any federal or state agency involving charges of illegal
discrimination  by the  Station  under any federal or state  employment  laws or
regulations, or (iii) against Seller or the Station before any federal, state or
local agency involving environmental or zoning laws or regulations.

                                       17

<PAGE>



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

         3.18     Environmental Matters.

                  (a)  During  Seller's  period of  ownership  and,  to the best
knowledge  of  Seller,  during  those  of its  Predecessor,  there  has  been no
production, storage, treatment, recycling, disposal, use, generation, discharge,
release  or other  handling  or  disposition  of any kind by  Seller or any such
predecessor  (collectively,  "Handling")  of  any  toxic  or  hazardous  wastes,
substances,  products,  pollutants or materials of any kind, including,  without
limitation,  petroleum and petroleum products and asbestos, or any other wastes,
substances,  products,  pollutants or material regulated under any Environmental
Laws (as defined below) (collectively,  "Hazardous  Materials") at, in, on, from
or under the Real Property or any structure or  improvement on the Real Property
which in any event is in material violation of environmental law. The operations
of Seller and, to Seller's best  knowledge,  those of its  Predecessor,  are and
have  been  conducted,  as the  case may be,  in  material  compliance  with all
applicable  environmental  laws.  There are no  pending or  threatened  actions,
suits, claims, demands, legal proceedings,  administrative proceedings, requests
for  information,  or other  notices,  proceedings  or  requests  (collectively,
Claims")  against  or  upon  Seller  based  on or  relating  to any  Pre-Closing
Environmental  Matters (as defined  below) and Seller has no knowledge  that any
such  claims will be  asserted.  Environmental  Laws means any and all  Federal,
state or local laws, statutes,  rules,  regulations,  plans, ordinances,  codes,
licenses or other  restrictions  relating to health,  safety or the environment,
including without limitation the Comprehensive Environmental Response,

                                       18

<PAGE>



Compensation  and Liability Act, the Clean Air Act, the Safe Drinking Water Act,
the Toxic  Substances  Control Act and the  Occupational  Health and Safety Act.
Pre-Closing  Environmental Matters means (i) the Handling of Hazardous Materials
on, at, in, from or under the Real Property prior to the Closing Date, including
without limitation, the effects of any Handling of Hazardous Materials within or
outside the boundaries of Real Property, the presence of any Hazardous Materials
in, on or under the Real  Property or any  improvements  or  structures  thereon
regardless of how such Hazardous  Materials came to rest there, (ii) the failure
of Seller to be in  compliance  with  Environmental  Law or (iii) any other act,
omission,  event or  condition  which could give rise to  liability or potential
liability under any  Environmental  Law with respect to the Real Property or the
present or prior business of Seller.

                  (b) Buyer shall be entitled  to order and have  undertaken  on
its  behalf  prior to  closing a Phase I  Environmental  Assessment  of the Real
Property,  and shall be granted all cooperation and access by Seller  reasonably
necessary  to  complete  such  Assessment.  If the  report  of  such  Assessment
demonstrates  or recommends  remediation  in order to cause the Real Property to
comply with Environmental  Laws, Seller shall immediately  undertake to arrange,
at its own  expense,  such  remediation  prior to Closing.  Notwithstanding  the
foregoing, in the event such remediation costs or is estimated to cost in excess
of Fifty  Thousand  Dollars  ($50,000),  Seller shall not be obligated to expend
such excess,  but in such event Buyer may thereafter,  at its option, (i) accept
the  condition  of the  Real  Property  at  Closing  as so  remediated,  or (ii)
terminate its obligations to purchase the Station under this Agreement.

         3.19 Full  Disclosure.  No  representation  or warranty  made by Seller
herein nor any  certificate,  document or other  instrument  furnished  or to be
furnished  by  Seller  pursuant  hereto  contains  or will  contain  any  untrue
statement of a material fact made intentionally or in bad faith,

                                       19

<PAGE>



or  intentionally  or in bad faith omits or will omit to state any material fact
known to Seller  and  required  to make the  statements  herein or  therein  not
misleading.

                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

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

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

         4.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and  performance of this Agreement and the
documents  contemplated  hereby (with or without the giving of notice, the lapse
of time,  or both):  (i) does not require the consent of any third  party;  (ii)
will not conflict  with the  Certificate  of  Incorporation  or Bylaws of Buyer;
(iii) will not  conflict  with,  result in a breach of, or  constitute a default
under, or accelerate or

                                       20

<PAGE>



permit  the  acceleration  of any  performance  required  by the terms  of,  any
material agreement, instrument, licenses, or permit to which Buyer is a party or
by which Buyer may be bound.

         4.4 FCC Qualification. Buyer has no knowledge of any facts which would,
under present law  (including  the  Communications  Act of 1934, as amended) and
present  rules,  regulations  and practices of the FCC,  disqualify  Buyer as an
assignee of the  licenses,  permits and  authorizations  listed on Schedule  3.4
hereto, or as an owner and/or operator of the Station's  Assets,  and Buyer will
not take,  or  unreasonably  fail to take,  any action  which Buyer knows or has
reason to know would cause such disqualification (it being understood that Buyer
has  an  active   duty  to  attempt   to   ascertain   what  would   cause  such
disqualification). Should Buyer become aware of any such facts, it will promptly
notify  Seller in writing  thereof and use its best  efforts to prevent any such
disqualification.  Buyer further  represents and warrants that it is financially
qualified to meet all terms,  conditions and  undertakings  contemplated by this
Agreement.

                                    SECTION 5
                               COVENANTS OF SELLER

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

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


                                       21

<PAGE>



                           (1) Compensation.  Increase the compensation, bonuses
or other benefits  payable or to be payable to any person employed in connection
with the  conduct  of the  business  or  operations  of the  Station,  except in
accordance with past practices;

                           (2)  Contracts.  Enter into any new Contracts  except
with  prior  notice  to Buyer if any one such  Contract  exceeds  Five  Thousand
Dollars  ($5,000) in value or payments,  or if such  Contracts in the  aggregate
exceed Twenty Thousand Dollars ($20,000) in value or payment;

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

                           (4) Encumbrances.  Create,  assume or permit to exist
any claim, liability,  mortgage, lien, pledge, condition, charge, or encumbrance
of any nature  whatsoever upon the Assets,  except for (i) those in existence on
the date of this Agreement,  disclosed in Schedules 3.5 and 3.6, or permitted by
Section 2.5, 3.5 or 3.6 and (ii) mechanics'  liens and other similar liens which
will be removed prior to the Closing Date;

                           (5) Licenses.  Do any act or fail to do any act which
resulted in the expiration, revocation, suspension or modification of any of the
Licenses,  or fail to  prosecute  with due  diligence  any  applications  to any
governmental authority in connection with the operation of the Station;

                           (6) Rights.  Waive any material right relating to the
Station or the Assets; or

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

                  B. Affirmative Covenants. Seller shall do the following:

                           (1) Access to Information.  Upon prior notice,  allow
Buyer and its authorized representatives reasonable access at mutually agreeable
times at Buyer's  expense during normal  business hours to the Assets and to all
other properties, equipment, books, records, Contracts and documents relating to
the Station for the purpose of audit and inspection,  and furnish or cause to be
furnished  to Buyer  or its  authorized  representatives  all  information  with
respect to the  affairs  and  business  of the  Station as Buyer may  reasonably
request,  it being  understood  that the rights of Buyer  hereunder shall not be
exercised in such a manner as to interfere  with the  operations of the business
of Seller;  provided that neither the furnishing of such information to Buyer or
its  representatives nor any investigation made heretofore or hereafter by Buyer
shall affect  Buyer's rights to rely on any  representation  or warranty made by
Seller  in this  Agreement,  each of  which  shall  survive  any  furnishing  of
information or any investigation;


                                       22

<PAGE>



                           (2) Maintenance of Assets. Maintain all of the Assets
or replacements  thereof and improvements thereon in current condition (ordinary
wear and tear excepted),  and use,  operate and maintain all of the above assets
in a reasonable manner,  with inventories or spare parts and expendable supplies
being maintained at levels consistent with past practices;

                           (3)  Insurance.   Maintain  the  existing   insurance
policies on the Station and the Assets;

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

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

                           (6) Contracts.  Prior to the Closing Date, deliver to
Buyer a list of all  Contracts  entered  into  between  the date  hereof and the
Closing Date of the type  required to be listed in Schedule  3.7,  together with
the copies of such Contracts; and

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

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

                                    SECTION 6
                        SPECIAL COVENANTS AND AGREEMENTS

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

                  A. Within ten (10) days after the execution of this Agreement,
Buyer and Seller  shall  file with the FCC an  appropriate  application  for FCC
Consent.  The parties  shall  prosecute  said  application  with all  reasonable
diligence and otherwise use their best efforts to

                                       23

<PAGE>



obtain the grant of such application as expeditiously as practicable. If the FCC
Consent imposes any condition on any party hereto, such party shall use its best
efforts  to  comply  with  such  condition  unless  compliance  would be  unduly
burdensome or would have a material  adverse effect upon it. If  reconsideration
or judicial  review is sought with respect to the FCC Consent,  Buyer and Seller
shall  oppose such  efforts to obtain  reconsideration  or judicial  review (but
nothing  herein shall be construed to limit any party's right to terminate  this
Agreement pursuant to Section 9 of this Agreement).

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions on Buyer,  (ii)  compliance by the parties  hereto with the condition
(if any)  imposed in the FCC  Consent,  and (iii) the FCC  Consent,  through the
passage of time or otherwise, becoming a Final Order, provided, though, that the
condition  that the FCC Consent shall have become a Final Order may be waived by
Buyer, in its sole discretion.

         6.2 Taxes, Fees and Expenses.  Buyer shall pay all sales,  transfer and
similar  taxes and fees,  if any,  arising  out of the  transfer  of the  Assets
pursuant to this Agreement. All filing fees required by the FCC and the FTC (for
the HSR Filing)  shall be paid equally by Seller and Buyer.  Except as otherwise
provided in this  Agreement,  each party shall pay its own expenses  incurred in
connection with the authorization,  preparation,  execution,  and performance of
this Agreement, including all fees and expenses of counsel, accountants, agents,
and other representatives.

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

                                       24

<PAGE>



         6.4 Time Brokerage Agreement. Buyer and Seller have entered into a Time
Brokerage Agreement attached hereto in Schedule 6.4.

         6.5  Noncompetition  Agreement.  Buyer and Seller  shall  enter into at
Closing a Noncompetition Agreement in the form set forth in Schedule 6.5.

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

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

                                       25

<PAGE>



         6.8 Risk of Loss.

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

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

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

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

                                       26

<PAGE>



         6.9  Employee Matters.

                  A.  Prior  to or  simultaneously  with the  execution  of this
Agreement,  Seller shall have  provided to Buyer an accurate list of all current
employees of the Station together with a description of the terms and conditions
of their  respective  employment  (including  salary,  bonus and  other  benefit
arrangements) and their duties as of the date of this Agreement,  as well as the
annual salaries thereof.  Seller shall promptly notify Buyer of any changes that
occur prior to Closing with respect to such information.

                  B. Nothing  contained in this Agreement  shall confer upon any
employee of Seller any right with respect to continued  employment by Buyer, nor
shall anything herein  interfere with any right the Buyer may have after the TBA
Date to (i)  terminate the  employment of any of the employees  then of Buyer at
any time,  with or without  cause,  or (ii) establish or modify any of the terms
and conditions of the employment of the Buyer's employees in the exercise of its
independent business judgment.

                  C. Except as otherwise set forth herein,  Buyer will not incur
any  liability  on  account  of  Seller's   employees  in  connection  with  the
transaction,   including,  without  limitation,  any  liability  on  account  of
unemployment insurance contributions, termination payments, retirement, pension,
profit-sharing,  bonus,  severance pay,  disability,  health,  accrued vacation,
accrued sick lease (unless a pro-rated adjustment is made as to vacation or sick
leave)   or  other   employee   benefit   plans,   practices,   agreements,   or
understandings.

         6.10 Accounts Receivable. At the TBA Date, Seller shall assign to Buyer
for collection  purposes only all Accounts  Receivable.  Seller shall deliver to
Buyer on or as soon as  practicable  after the TBA Date a complete  and detailed
statement showing the name, amount and age of each Account  Receivable.  Subject
to and limited by the following,  collections of the Accounts Receivable will be
for the account of Seller. Buyer shall endeavor in the ordinary

                                       27

<PAGE>



course of business to collect the Accounts  Receivable  for a period ending upon
the later of (i) ninety  (90) days after the TBA Date or (ii) the  Closing  Date
(the "Collection  Period").  Any payment received by Buyer during the Collection
Period from any customer  with an account which is an Account  Receivable  shall
first be applied in reduction of the Account  Receivable.  During the Collection
Period,  Buyer shall furnish Seller with a list of, and pay over to Seller,  the
amounts  collected  during  such  calendar  month with  respect to the  Accounts
Receivable  on a  monthly  basis.  Buyer  shall  provide  Seller  with  a  final
accounting  on or before  the  fifteenth  (15th)  day  following  the end of the
Collection  Period.  Upon the  request  of either  party at and after such time,
Buyer  and  Seller  shall  meet  to  mutually  and in  good  faith  analyze  any
uncollected  Account  Receivable to determine if the same,  in their  reasonable
business  judgment,  are deemed to be collectable and if Buyer desires to retain
such Account in the interest of maintaining an advertising  relationship.  As to
each such Account,  Buyer and Seller shall  negotiate a good faith value of such
Account,  which  Buyer  shall pay to Seller  if Buyer,  in its sole  discretion,
chooses to retain such  Account.  Seller  shall  retain the right to collect any
Account as to which the parties are unable to reach agreement as to a good faith
value, and Buyer agrees to turn over to Seller any payments received against any
such  Account.  As  Seller's  agent,  Buyer  shall not be  obligated  to use any
extraordinary  efforts  or  expend  any  sums  to  collect  any of the  Accounts
Receivable  assigned  to it for  collection  hereunder  or to refer  any of such
Accounts  Receivable to a collection  agency or to any attorney for  collection,
and Buyer shall not make any such referral or  compromise,  nor settle or adjust
the amount of any such Account  Receivable,  except with the approval of Seller.
Buyer shall incur no  liability  to Seller for any  uncollected  account  unless
Buyer  shall have  engaged  in willful  misconduct  or gross  negligence  in the
collection  of such account.  During and after the  Collection  Period,  without
specific  agreement  with Buyer to the contrary,  neither  Seller nor its agents
shall make any direct solicitation of the

                                       28

<PAGE>



Accounts  Receivable for  collection  purposes  except for Accounts  retained by
Seller after the Collection Period.

         6.11  Audit  Cooperation.  Seller  agrees to fully  cooperate,  and use
reasonable  efforts to cause its accounting  firms to reasonably  cooperate with
Buyer and at Buyer's  expense,  to the extent  required for the Buyer to prepare
audited  financial  statements  for the  Station  for  the  period  of  Seller's
ownership  thereof.  Seller  further  agrees to authorize the disclosure of such
audited  financial  information  is required by applicable  law,  regulations or
rules  of  any  administrative  or  governmental   agency,   stock  exchange  or
self-regulatory agency.

         6.12 HSR  Filing.  Buyer and  Seller  agree to fully  cooperate  in the
timely preparation and filing of all forms,  documents and applications required
under the Hart-Scott-Rodino Act in conjunction with the transaction contemplated
hereunder (the "HSR Filing") in order to obtain necessary clearance  thereunder.
Buyer and Seller further agree to diligently prosecute such application,  and to
promptly  respond  to  all  inquiries  and  requests  for  further   information
associated with such application.

         6.13 Sale of WWMX(FM).  Buyer and Seller specifically acknowledge their
intent that  WOCT(FM) and WWMX(FM) be sold together and the Seller shall have no
obligation to sell either station unless Buyer purchases both. All provisions of
this Agreement and all other  agreements  shall be construed to effectuate  this
intent.

                                    SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

         7.1 Conditions of Obligations of Buyer. All obligations of Buyer at the
Closing  hereunder  are subject to the  fulfillment  prior to and at the Closing
Date of each of the following

                                       29

<PAGE>



conditions  any of which  may be waived by Buyer in whole or in part in its sole
discretion in writing:

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

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

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

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

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

                  F.  Financial  Results.  Seller shall have achieved  Broadcast
Cash Flow at the Station,  when combined with that of WWMX, of no less than Five
Million Dollars ($5,000,000) during the twelve month period ended June 30, 1996.
For this  purpose,  Broadcast  Cash Flow shall mean net income from  advertising
time sales excluding  non-cash barter or trade  transactions,  if any, and after
restoring thereto amounts previously deducted for depreciation,

                                       30

<PAGE>



amortization,  interest, management fees, retirement benefits and any other home
office allocations.

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

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

                  B. Covenants and Conditions.  Buyer shall have in all material
respects performed and complied with the covenants,  agreements,  and conditions
required by this Agreement to be performed or complied with by it prior to or on
the Closing Date. Buyer shall have closed upon the purchase of substantially all
of the assets of station WWMX(FM).

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

                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

         8.1 Closing.  The closing  shall take place at 10:00am on a date, to be
set by Buyer,  upon no less than five (5) and no more than fifteen (15) business
days written notice to Seller,  upon the later of (i) the day upon which the FCC
Consent has become a Final Order, and (ii) January 1, 1997 (the "Closing Date"),
provided,  though,  that Buyer may waive the  requirement  for a Final Order and
schedule the Closing Date, with five (5) days written notice to Seller, at

                                       31

<PAGE>



any time after the receipt of FCC Consent. The closing of stations WWMX and WOCT
shall  occur  simultaneously.  Closing  shall be held at the offices of Buyer or
such other place as shall be mutually agreed to by Buyer and Seller.
         8.2 Deliveries by Seller. Prior to or on the Closing Date, Seller shall
deliver to Buyer the following, in form and substance reasonably satisfactory to
Buyer and its counsel:

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

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

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

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

                  (e) Tax,  Lien and Judgment  Searches.  A search for UCC, lien
and  judgment  filings  in the  Secretary  of  State's  records  of the State of
Maryland,  and in the  records  of those  towns or cities  where the  Assets are
located,  such searches having been made no earlier than fifteen (15) days prior
to the Closing Date;

                  (f) Licenses,  Contracts,  Business  Records,  Etc. Copies, if
available, of all licenses, Assumed Contracts,  blueprints,  schematics, working
drawings, plans, projections,

                                       32

<PAGE>



statistics,  engineering  records,  and all files and records  used by Seller in
connection with its operations of the Station;

                  (g) Noncompetition  Agreement. The Noncompetition Agreement as
set forth in Schedule 6.5; and

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

                  (i)  Escrow  Instructions.  Joint  instructions  with Buyer to
Escrow Agent with respect to payment of Escrow Deposit to Seller as a portion of
the Purchase Price.

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

                  (a) Purchase Price.  The Purchase Price as provided in Section
2.3;

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

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

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

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

                  (f) Noncompetition  Agreement. The Noncompetition Agreement as
set forth in Section 6.5.


                                       33

<PAGE>



                  (g) Escrow  Instructions.  Joint  instructions  with Seller to
Escrow Agent with respect to payment of Escrow Deposit to Seller as a portion of
the Purchase Price.

                                    SECTION 9
                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

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

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

                  (c) If the  Closing  shall  not  have  occurred  on or  before
January 1, 1998.

Upon  termination:  (i) if  neither  party  hereto is in breach of any  material
provision  of this  Agreement,  the  parties  hereto  shall not have any further
liability  to each  other;  (ii) if Seller  shall be in  breach of any  material
provision  of this  Agreement,  Buyer  shall have only the  rights and  remedies
provided  in Section  9.3 or (iii) if Buyer  shall be in breach of any  material
provision of this Agreement, Seller shall be entitled only to liquidated damages
as provided in Section 9.2 hereof.  If, upon termination,  Buyer shall not be in
breach of any material provision of this Agreement, the Escrow Deposit, plus all
interest or other proceeds from the investment  thereof,  less any  compensation
due the Escrow Agent, shall be paid to Buyer.

                                       34

<PAGE>



         9.2  Liquidated  Damages.  In the event this Agreement is terminated by
Seller due to a  material  breach by Buyer of its  representations,  warranties,
covenants and other  obligations  under this Agreement,  then the Escrow Deposit
shall be paid to Seller as liquidated  damages,  it being agreed that the Escrow
Deposit shall constitute full payment for any and all damages suffered by Seller
by reason of Buyer's failure to close this Agreement.  Buyer and Seller agree in
advance that actual  damages would be difficult to ascertain and that the amount
of the Escrow  Deposit is a fair and  equitable  amount to reimburse  Seller for
damages  sustained due to Buyer's  failure to consummate  this Agreement for the
above-stated  reason.  All interest or other proceeds from the investment of the
Escrow Deposit,  less any  compensation  due the Escrow Agent,  shall be paid to
Seller.

         9.3  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages  alone will not be  adequate.  Buyer shall  therefore  be  entitled,  in
addition to any other remedies which may be available,  including money damages,
to obtain specific  performance of the terms of this Agreement.  In the event of
any action to enforce  this  Agreement,  Seller  hereby  waives the defense that
there is an adequate remedy at law.

         9.4 Expenses Upon Default.  In the event of a default by a party hereto
(the  "Defaulting  Party") which results in the filing of a lawsuit for damages,
specific performance,  or other remedy the other party (the Nondefaulting Party)
shall be entitled to  reimbursement  by the Defaulting Party of reasonable legal
fees  and  expenses  incurred  by  the  Nondefaulting  Party  in the  event  the
Nondefaulting Party prevails.



                                       35

<PAGE>



                                   SECTION 10
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties,  and shall survive to the Closing Date,  together with the covenants
contained herein,  for a period of fifteen (15) months (the "Survival  Period").
No claim for  indemnification  may be made  under this  Section  10 (except  for
section 10.3(a) or related claims under Section 10.3(c)) after the expiration of
the  Survival  Period.  Any  investigations  by or on behalf of any party hereto
shall  not  constitute  a waiver  as to  enforcement  of any  representation  or
warranty contained herein, except that insofar as any party has knowledge of any
misrepresentation  or  breach of  warranty  at  Closing  and such  knowledge  is
documented in writing at Closing, such party shall be deemed to have waived such
misrepresentation or breach.

         10.2  Indemnification  by Seller.  Seller and Seller's parent,  Capital
Broadcasting  Company, Inc. shall jointly and severally indemnify and hold Buyer
harmless against and with respect to, and shall reimburse Buyer for:

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

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

                  (c) Any and all losses,  liabilities or damages resulting from
Seller's  operation  or  ownership  of the Station  prior to the  Closing  Date,
including  any and all  liabilities  arising  under the  Licenses or the Assumed
Contracts which relate to events occurring prior to the Closing Date; and


                                       36

<PAGE>



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

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

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

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

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

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

                  A. The party  claiming the  indemnification  (the  "Claimant")
shall  promptly  give notice to the party from whom  indemnification  is claimed
(the "Indemnifying  Party") of any claim, whether between the parties or brought
by a third party,  specifying (i) the factual basis for such claim, and (ii) the
amount of the claim. If the claim relates to an action, suit or proceeding filed
by a third party against Claimant, such notice shall be given by Claimant within
five (5) days after written notice of such action,  suit or proceeding was given
to Claimant.

                  B.  Following  receipt of notice from the Claimant of a claim,
the Indemnifying Party shall have thirty (30) days to make such investigation of
the claim as the  Indemnifying  Party  deems  necessary  or  desirable.  For the
purposes of such  investigation,  the Claimant  agrees to make  available to the
Indemnifying Party and/or its authorized

                                       37

<PAGE>



representative(s)  the  information  relied upon by the Claimant to substantiate
the claim. If the Claimant and the  Indemnifying  Party agree at or prior to the
expiration of said thirty (30) day period (or any mutually agreed upon extension
thereof) to the validity and amount of such claim, or if the Indemnifying  Party
does not respond to such notice, the Indemnifying Party shall immediately pay to
the Claimant the full amount of the claim.  Buyer shall be entitled to apply any
or all of the Accounts Receivable collected on behalf of Seller to a claim as to
which Buyer is entitled to  indemnification  hereunder.  If the Claimant and the
Indemnifying  Party do not agree within said period (or any mutually agreed upon
extension thereof), the Claimant may seek appropriate legal remedy.

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

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

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

                  F. The  indemnification  rights  provided in Sections 10.2 and
10.3 shall extend to the shareholders,  directors,  officers, partners employees
and representatives of the Claimant

                                       38

<PAGE>



although for the purpose of the  procedures  set forth in this Section 10.4, any
indemnification  claims  by  such  parties  shall  be made  by and  through  the
Claimant.

                                   SECTION 11
                                  MISCELLANEOUS

         11.1 Notices. All notices,  demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (i) in writing, (ii)
delivered  by  personal  delivery,  or sent by  commercial  delivery  service or
registered  or  certified  mail,  return  receipt  requested,  or  by  facsimile
transmission, with receipt confirmation,  (iii) deemed to have been given on the
date of personal  delivery or the date set forth in the records of the  delivery
service or on the return receipt, and (iv) addressed as follows:

If to Seller:                Capitol Broadcasting Company, Inc.
                             2619 Western Blvd.
                             Raleigh, NC  27605
                             Attn: James F. Goodmon, President
                             Fax: (919) 821-8733

with a copy
(which shall not
constitute notice) to:       John M. Brennan, Sr. Vice President
                             Capitol Broadcasting Company
                             711 Hillsborough St.
                             Raleigh, NC 27603
                             Fax: (919) 890-6095

If to Buyer:                 American Radio Systems
                             116 Huntington Avenue
                             Boston, MA  02116
                             Attention: Steven B. Dodge, President
                             Fax: (617) 375-7575

with a copy
(which shall not

                                       39

<PAGE>



constitute notice) to:       Michael B. Milsom, Vice President & General Counsel
                             American Radio Systems, Inc.
                             116 Huntington Avenue
                             Boston, MA  02116
                             Fax:  (617) 375-7575

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

         11.2 Benefit and Binding  Effect.  Neither party hereto may assign this
Agreement  without the prior written  consent of the other party hereto,  except
that Buyer may assign its rights and  obligations  under this  Agreement  to any
affiliated or  unaffiliated  entity,  provided,  however,  that following  which
assignment  Buyer shall remain  liable to Seller for all of Buyer's  obligations
hereunder.  This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

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

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

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

         11.6 Entire Agreement.  This Agreement,  all schedules hereto, the Time
Brokerage Agreement, and the WWMX Agreements, and all documents and certificates
to be delivered by the parties pursuant hereto collectively represent the entire
understanding and agreement between Buyer and Seller with respect to the subject
matter hereof.  All schedules attached to this Agreement shall be deemed part of
this Agreement and incorporated herein, where applicable,  as if fully set forth
herein. This Agreement supersedes all prior negotiations between

                                       40

<PAGE>



Buyer and Seller,  and all letters of intent and other writings  related to such
negotiations,  and cannot be  amended,  supplemented  or  modified  except by an
agreement in writing  which makes  specific  reference  to this  Agreement or an
agreement  delivered pursuant hereto, as the case may be, and which is signed by
the  party  against  which  enforcement  of any such  amendment,  supplement  or
modification is sought.

         11.7 Waiver of Compliance;  Consents.  Except as otherwise  provided in
this Agreement, any failure of any of the parties to comply with any obligation,
representation,  warranty, covenant, agreement or condition herein may be waived
by the party  entitled  to the  benefits  thereof  only by a written  instrument
signed by the party  granting such waiver,  but such waiver or failure to insist
upon strict compliance with such obligation, representation, warranty, covenant,
agreement  or  condition  shall not  operate  as a waiver of, or  estoppel  with
respect to, any subsequent or other failure. Whenever this Agreement requires or
permits consent by or on behalf of any party hereto, such consent shall be given
in  writing  in a manner  consistent  with  the  requirements  for a  waiver  of
compliance as set forth in this Section 11.7.

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

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

         SELLER:                            CBC OF BALTIMORE, INC.



                                            By:_________________________________




                                       41

<PAGE>


         BUYER:                             AMERICAN RADIO SYSTEMS CORPORATION



                                            By:_________________________________
                                               Title:



FOR THE PURPOSES OF
SECTION 10 ONLY:

CAPITOL BROADCASTING COMPANY, INC.



By:_____________________________________




                                       42

<PAGE>