Exhibit 10.11




                            ASSET PURCHASE AGREEMENT


         This ASSET PURCHASE  AGREEMENT is dated May ____,  1997, by and between
Paxson Communications of West Palm Beach, Inc., a Florida corporation ("Buyer"),
and American Radio Systems Corporation, a Delaware corporation ("Seller").

                                P R E M I S E S:

         Seller is the owner of and operator of, and its wholly owned subsidiary
American Radio Systems License Corp., a Delaware  corporation  ("License Corp.")
is the licensee of, radio stations WKGR(FM), Ft. Pierce,  WOLL(FM) Riviera Beach
and  WEAT(AM),  West Palm Beach,  and  WBZT(AM),  West Palm Beach,  Florida (the
"Stations") pursuant to licenses issued by the Federal Communications Commission
(the "FCC").

         Buyer is a subsidiary of Paxson Communications  Corporation, a Delaware
corporation ("Paxson").

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

                                   AGREEMENTS:

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


                                      


<PAGE>



                                    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 Stations for cash) by
Seller prior to the Closing  Date as reflected on the billing  records of Seller
relating to the Stations.

         1.2 "Assets" means the tangible and intangible assets owned and used in
connection  with  the  conduct  of  the  business  or  operations  of any of the
Stations, being such assets as are specifically set forth in Section 2.1 herein,
which are being sold, transferred,  or otherwise conveyed to Buyer hereunder, as
specified in detail in Section  2.1,  together  with all tangible or  intangible
assets that are acquired by Seller  between the date of this  Agreement  and the
Closing Date for use in connection  with the business or operation of any of the
Stations.

         1.3 "Assumed  Contracts" means (i) all Contracts listed in Schedule 3.7
that are  designated  to  indicate  that they will be  assumed by Buyer upon its
purchase of the  Stations,  (ii) any  Contracts  entered into by, or assigned to
Seller in the  ordinary  course of  business  between  the date  hereof  and the
Closing Date that Buyer  agrees in writing to assume,  (iii) all  Contracts,  in
existence  on the date of this  Agreement  that 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 Stations 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 on which the Closing occurs.

         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  contracts,  agreements,  non-governmental
licenses  and  leases,  written  or oral  (including  any  amendments  and other
modifications  thereto)  to which  Seller is a party or which are  binding  upon
Seller that relate or are used in the business or

                                       2



<PAGE>


operations of the Stations,  and (i) which are in effect on the date hereof,  or
(ii) which are  entered  into by Seller  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 of Florida, N.A.
as Escrow  Agent  pursuant  to an Escrow  Agreement  of even date,  by and among
Buyer, Seller, and Escrow Agent in the form set forth in Schedule 1.8 hereto.

         1.9 "Excluded Assets" shall mean those assets described or set forth in
Section 2.2 herein,  in  addition  to any assets not  specifically  set forth in
Section 2.1 herein.

         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 or License Corp. in connection  with
the conduct of the business or operations of any of the Stations.

         1.12  "Final  Order"  means  action of the FCC,  (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  "Intangibles"  means all  copyrights,  trademarks,  trade  names,
service marks, service names, licenses,  patents, permits, jingles,  proprietary
information, technical information and data, machinery and equipment warranties,
and other similar  intangible  property  rights and interests  (and any goodwill
associated with any of the foregoing) held or owned by Seller in connection with
the conduct of the business or  operations of any of the Stations on the date of
this Agreement,  including those listed in Schedule 3.9, and all such intangible
assets that are acquired by Seller  between the date of this  Agreement  and the
Closing Date, other than Excluded Assets.

         1.14  "Licenses"   means  all  of  the  licenses,   permits  and  other
authorizations,  including  the FCC  Licenses,  issued by the FCC,  the  Federal
Aviation   Administration  ("FAA"),  and  any

                                       3



<PAGE>



other  federal,  state or local  governmental  authorities  to Seller or License
Corp. in connection with the conduct of the business or operations of any of the
Stations.

         1.15 "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 as of the date hereof in the conduct of the business or  operations  of
any of the Stations,  including  that listed on Schedule 3.6 plus such additions
thereto between the date hereof and the Closing Date, but excluding the Excluded
Assets.

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

         1.17 "Real Property" means all of the leasehold  interests,  easements,
licenses,  rights to access,  rights-of-way,  and other real property  interests
owned by Seller and used in the conduct of the business or  operations of any of
the Stations  which are  identified  on Schedule 3.5 hereof plus such  additions
thereto between the date hereof and the Closing Date.



              (The remainder of this page intentionally left blank)


                                       4



<PAGE>




                                    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 sell, transfer and deliver (and
to cause License  Corp.  to sell,  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 liens for current taxes
not yet due and payable), more specifically described as follows:

                  (a)      The Personal Property;

                  (b)      The Real Property;

                  (c)      The Licenses;

                  (d)      The Assumed Contracts;

                  (e) All  intangibles  and all other  information  and  similar
intangible  assets  relating to any of the Stations,  including  those listed in
Schedule 3.9 hereto;

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

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

                  (h)  All  books  and  records  relating  to  the  business  or
operations  of any of the  Stations,  including  executed  copies of the Assumed
Contracts, and all records required by the FCC to be kept.

                                       5



<PAGE>



         2.2  Excluded  Assets.  The Assets shall  exclude the assets  listed on
Schedule 2.2 and the following assets:

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

                  (b) Any Contracts other than the Assumed Contracts;

                  (c) Seller's books and records related to internal 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;

                  (f) The Accounts Receivable;

                  (g) Subject to Section 6.10, Tthe Seller's  current tower site
including  real estate,  improvements  and personal  property for radio  station
WBZT(AM) located at 4763 10th Avenue North, Lake Worth, Florida; and

                  (h) Any assets  that are  disposed of between the date of this
Agreement  and the Closing Date in  compliance  with  Section  5.1(A)(3) of this
Agreement..

         2.3 Purchase Price.

                  (a) The Purchase Price shall be  Thirty-Three  Million Dollars
($33,000,000),  as adjusted  pursuant to Section 2.4, plus the fair market value
of the  assets to be  conveyed  to Seller  pursuant  to Section  2.3(b).  At the
Closing, Buyer shall pay or cause to be paid to or for the account of Seller the
Purchase  Price as adjusted by the estimated  adjustments  set forth in Seller's
preliminary  settlement  statement referred to in Section 2.4, less that portion
of the Purchase  Price  consisting  of the fair market value of the assets to be
conveyed  to Seller  pursuant  to  Section  2.3(b)  and less any  portion of the
Purchase Price that Buyer is entitled to withhold  pursuant to Section  6.10(the
"Estimated  Purchase Price") by federal wire transfer of same-day funds pursuant
to wire  instructions  which shall be  delivered by Seller to Buyer at least two
days prior to the Closing Date. The Purchase Price shall be allocated  among the
tangible and intangible  assets,  including  goodwill and license value,  of the
Stations,   in  accordance  with  an  independent  appraisal

                                       6



<PAGE>



undertaken  by an  independent  appraiser  reasonably  acceptable  to Seller and
retained by the Buyer.

                  (b) In  addition  to the am unt set  forth in  Section  2.3(a)
above,  the Buyer shall convey or cause to be conveyed to Seller,  as additional
consideration at Closing, the assets set forth in Schedule 2.3 (b) hereto.

         2.4 Adjustments  and Prorations.  The Purchase Price shall be decreased
by the product of 17.37 times the amount,  if any, by which  Broadcast Cash Flow
(as  defined  in  Section  7.1(G))  of the  Stations  for the  period  of twelve
consecutive calendar months ending immediately prior to the Closing Date is less
than $1,900,000.  The Purchase Price shall be increased or decreased as required
to effectuate the proration of revenues and expenses as provided in this Section
2.4. All revenues  arising from the Stations up until  midnight on the day prior
to the  Closing  Date,  and all  expenses  arising  from the  Stations  up until
midnight on the day prior to the Closing  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 (but excluding sick leave,  which shall
not be prorated) for any employee of any of the Stations who becomes an employee
of Buyer  on the  Closing  Date,  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 in accordance with generally
accepted  accounting  principles to the conduct of the business or operations of
the Stations for the period prior to the Closing  Date,  and Buyer shall receive
all revenues and shall be responsible  for all expenses,  costs and  obligations
allocable in accordance  with generally  accepted  accounting  principles to the
conduct of the  business or  operations  of the Stations on the Closing Date and
for the period  thereafter.  Buyer shall receive  credit to the extent the value
(as calculated in Seller's financial  statements  consistent with past practice)
of any and all advertising  time to be run following the Closing for which trade
or barter  consideration  has been  received by the Seller  prior to the Closing
exceeds Eighty Thousand Dollars ($80,000.00).

                                       7



<PAGE>



                  A. Any adjustments or prorations will, insofar as feasible, be
determined and paid on the Closing 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 Closing Date,  Buyer shall
deliver to Seller a certificate  (the "Closing  Certificate"),  signed by Buyer,
providing a compilation of the adjustments and prorations to be made pursuant to
this  Section  2.4,  together  with  such  supporting  evidence  as  Seller  may
reasonably  request.  If Seller shall conclude that the Closing 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
Closing Certificate, provide to Buyer its written statement of any discrepancies
believed  to exist.  If  Seller  notifies  Buyer of its  acceptance  of  Buyer's
calculation of the Purchase Price or if Seller fails to deliver its statement of
discrepancies  within the 30-day  period  specified in the  preceding  sentence,
Buyer's  determination  of the Purchase Price shall be conclusive and binding on
the  parties as of the last day of the  30-day  period.  Seller and Buyer  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  the  parties  cannot  resolve  the  discrepancy  to  their  mutual
satisfaction within such fifteen (15) day period, Buyer or Seller may elect that
the parties,  jointly designate a regional or local branch of a nationally known
independent  public  accounting  firm  to be  retained  to  review  the  Closing
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
both 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  Closing,  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,  but subject to
Section 6.10.

                                       8



<PAGE>



         2.5 Assumption of Liabilities and Obligations.  As of the Closing Date,
Buyer  shall  pay,  discharge  and  perform  (i)  all  of  the  obligations  and
liabilities  of Seller under the Licenses and the Assumed  Contracts  insofar as
they  relate to the tim  period on and after the  Closing  Date and arise out of
events  occurring  after the Closing Date,  (ii) all obligations and liabilities
arising out of events  occurring after the Closing related to Buyer's  ownership
of the Assets or its conduct of the business or operations of the Stations after
the Closing,  and (iii) all obligations and liabilities for which Buyer receives
a proration  adjustment under Section 2.4. 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,  and (iii) any  claims or pending
litigation or proceedings relating to the operation of the Stations prior to the
Closing shall remain and be the obligations and liabilities solely of Seller.



              (The remainder of this page intentionally left blank)


                                        9



<PAGE>




                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1 Organization,  Standing and Authority. Seller is a corporation duly
formed,  validly  existing and in good  standing  under the laws of the State of
Delaware and is duly  qualified to conduct its business in the State of Florida,
which is the only  jurisdiction  where the conduct of the business or operations
of the Stations requires such qualification.  Seller has all requisite corporate
power and authority (i) to own,  lease,  and use the Assets as presently  owned,
leased, and used, and (ii) to conduct the business or operations of the Stations
as presently  conducted.  Seller has all requisite corporate power and authority
to execute and deliver this Agreement and the documents contemplated hereby, and
to perform  and comply with all of the terms,  covenants  and  conditions  to be
performed and complied with by Seller, hereunder and thereunder. Seller is not a
participant in any joint venture or partnership  with any other person or entity
with respect to any part of the Stations' 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 judicial discretion
in the enforcement of equitable remedies.

         3.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents  listed on Schedule 3.8, 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) do not require the consent of any
third party;  (ii) will not conflict  with any provision of the  Certificate  of
Incorporation  or 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

                                       10



<PAGE>



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 agreement,  instrument, license or permit to which
Seller  is a party or by  which it may be  bound;  and (v) will not  create  any
claim, liability,  mortgage, lien, pledge, condition,  charge, or encumbrance of
any nature whatsoever upon the Assets.

         3.4  Licenses.  Schedule 3.4  includes a true and complete  list of the
Licenses. Seller has delivered to Buyer true and complete copies of the Licenses
(including any and all amendments and other modifications thereto). The Licenses
were validly  issued and License Corp.  is as of the date of this  Agreement and
shall be on the Closing Date, 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  Stations  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
complete and accurate descriptions of all the Real Property, which comprises all
real property  interests  necessary to conduct the business or operations of the
Stations as now  conducted.  Seller  holds no fee simple  interests  in any real
property necessary or used to conduct the business or operations of the Stations
as now conducted.  Seller has delivered to Buyer true and complete copies of all
leases or other material instruments  pertaining to the Real Property (including
any and all  amendments and other  modifications  of such  instruments),  all of
which  instruments  are valid,  binding and enforceable in accordance with their
terms.  Seller is not in  material  breach,  nor is any other  party in material
breach,  of the  terms  of any of such  leases  or other  instruments.  All Real
Property (i) is available  for  immediate  use in the conduct of the business or
operations of the Stations,  (ii) to Seller's knowledge after due investigation,
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 and (iii) is in satisfactory condition and repair consistent
with its present  use.  Seller has full legal and  practical  access to the Real
Property.

         3.6 Title to and  Condition  of Personal  Property.  Schedule 3.6 lists
(subject to the  provisions  of Section 6.16  hereof) all material  items of the
Personal  Property,  which  comprise


                                       11



<PAGE>


all personal property used to conduct the business or operations of the Stations
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. 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 Stations, 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  Stations  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.

         3.7  Contracts.  Schedule  3.7  lists all  Contracts  except  for:  (i)
contracts  with  advertisers  for the sale of time on the  Stations for cash and
substantially  at rate card and which are not  prepaid and which may be canceled
by the Stations  without penalty on not more than thirty (30) days notice,  (ii)
miscellaneous  service contracts  terminable at will without penalty,  and (iii)
other  contracts  not  involving  either  aggregate  liabilities  under all such
contacts  exceeding Five Thousand Dollars  ($5,000) or any material  nonmonetary
obligation.  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  nor does there exist
under any Contract any event that,  after notice or lapse of time or both, could
constitute a material breach by any party thereto. Except for the need to obtain
the Consents  listed on Schedule 3.8,  Seller has full legal power and authority
to assign its rights  under the Assumed  Contracts to Buyer in  accordance  with
this   Agreement,   and  such   assignments   will  not  affect  the   validity,
enforceability and continuation of any of the Assumed Contracts.

                                       12



<PAGE>



         3.8  Consents.  Except for the FCC Consent  provided for in Section 6.1
and the other Consents listed on Schedule 3.8, no consent,  approval,  permit or
authorization  of,  or  declaration  to  or  filing  with  any  governmental  or
regulatory  authority,  or any other third party is required  (i) to  consummate
this Agreement and the 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 Stations 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  Intangibles  (exclusive of those  required to be listed in
Schedule  3.4) all of which  are  valid and in good  standing  and  uncontested.
Seller  has  delivered  to  Buyer  copies  of  all  documents  establishing  the
Intangibles.  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.  The  Intangibles  listed on  Schedule  3.9
comprise all intangible property interests necessary to conduct the business and
operations of the Stations as now conducted.

         3.10 Insurance.  The business of the Stations and the Personal Property
included in the Assets are insured  against loss or damage in amounts  generally
customary in the broadcast industry. Schedule 3.10 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 3.10 are in full force and effect.

         3.11  Reports.  Except where failure to do so would not have a material
adverse  effect on the  ownership  or operation  of the  Stations,  all returns,
reports and statements which the Stations 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 Stations' public inspection
file is located at the main studio and is in compliance with the FCC's rules and
regulations.

         3.12 Employee  Benefit Plans and  Employees.  Schedule 3.12 includes an
accurate  description of all employee benefit plans and arrangements  applicable
to the employees of Seller

                                       13



<PAGE>



employed at the  Stations,  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,  and a
description  of all fixed or contingent  liabilities or obligations of Seller or
Chancellor  with  respect to any person  employed at any of the  Stations or any
person retained as an independent contractor at any of the Stations.  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 Stations,  including without 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 3.12.
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.  Schedule 3.12 contains a true and complete list of all employees
of any of the Stations and all persons  retained as  independent  contractors at
any of the Stations and a description of all compensation arrangements affecting
them (including salary, bonus and other benefit  arrangements) and a description
of their duties as of the date of this Agreement.

         3.13 Labor Relations.  Seller has provided Buyer with true and complete
copies  of  all  written  contracts  of  employment.  Seller,  and  to  Seller's
knowledge,  after due investigation  Seller's predecessors in interest, in their
operation  of the  Stations,  have  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 neither Seller, not to its knowledge, after due investigation
its  predecessors  in interest,  have  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  Seller and any  employees  of the
Stations.  Seller  is not a party to or  subject  to any  collective  bargaining
agreements  with  respect to the  Stations  except as  described in Schedule 3.7
hereto. No labor union or other collective bargaining unit represents

                                       14



<PAGE>



any of the employees of the Stations.  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 Stations.

         3.14 Claims,  Legal Actions.  Except as set forth in Schedule 3.14, 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, License Corp. the
Assets,  or the business or operations of the Stations,  nor does Seller know of
any basis for the same. In particular, except as set forth in Schedule 3.14, 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 any of the Stations
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 any of the  Stations  under  any  federal  or  state
employment laws or  regulations,  or (iii) against Seller or the Stations before
any federal,  state or local agency  involving  environmental  or zoning laws or
regulations.

         3.15 Compliance  with Laws. To the best knowledge of Seller,  after due
investigation  Seller and License Corp.  have complied in all material  respects
with (i) the Licenses,  and (ii) all applicable  federal,  state and local laws,
rules,  regulations and ordinances.  To the best knowledge of Seller,  after due
investigation  neither the  ownership or use, nor the conduct of the business or
operations,  of the Stations conflicts with rights of any other person,  firm or
corporation.

         3.16 Environmental Matters. During Seller's period of ownership and, to
the best knowledge of Seller,  during those of its predecessors,  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  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

                                       15



<PAGE>



material  regulated under any  environmental  laws at, in, on, from or under the
Real Property.  The operations of Seller and, to Seller's best knowledge,  those
of its  predecessors,  are and have  been  conducted,  as the  case  may be,  in
material compliance with the Comprehensive Environmental Response,  Compensation
and Liability Act, the Resource Conservation and Recovery Act, the Federal Water
Pollution Control Act, the Clean Air Act, the Safe Drinking Water Act, the Toxic
Substances  Control Act, the Refuse Act, or the Emergency Planning and Community
Right-to-Know  Act (each as amended) and all other laws,  rules, and regulations
of federal,  state,  and local  governments  (and agencies  thereof)  concerning
release or threatened release of hazardous substances, public health and safety,
or pollution or  protection  of the  environment  (collectively,  "Environmental
Laws"). To the best knowledge of Seller, after due investigation,  Seller has no
liability  relating to its ownership and operation of any of the Stations  under
any Environmental Law. No charge, complaint, action, suit, proceeding,  hearing,
investigation,  claim,  demand,  or notice has been filed or  commenced  against
Seller in  connection  with its  ownership  or  operation of any of the Stations
alleging any failure to comply with any Environmental Law.

         3.17  Financial  Statements.  Seller has furnished  Buyer with true and
complete copies of operating  statements regarding the Stations for the calendar
year ended December 31, 1996  (collectively,  the "Financial  Statements").  The
Financial  Statements  have been  prepared  from the books and records of Seller
and, as required, its predecessors-in-interest, have been prepared in accordance
with  generally  accepted  accounting   principles   consistently   applied  and
maintained  throughout  the  periods  indicated,  accurately  reflect the books,
records,  and accounts of the Stations (which books,  records,  and accounts are
complete and correct),  are complete and correct in all material  respects,  and
present  fairly the financial  condition of the Stations as at their  respective
dates and the  results of  operations  for the periods  then ended.  None of the
Financial  Statements  understates the true costs and expenses of conducting the
business  or  operations   of  the  Stations   (except  that  trade  and  barter
transactions are not reflected in the Financial  Statements),  fails to disclose
any material contingent  liabilities,  or inflates the revenues of the Stations.
In addition,  Seller has made available to Buyer operating  statements regarding
the  Stations  prepared  by their  prior  owners to the  extent  Seller has such
statements in its possession, but as to which Seller makes no representations or
warranties.


                                       16



<PAGE>




         3.18 Taxes.  There are no governmental  investigations  or other legal,
administrative,  or tax proceedings pursuant to which Seller is or could be made
liable for any taxes,  penalties,  interest, or other charges, the liability for
which could extend to Buyer as transferee  of the business of the Stations,  and
no event has occurred  that could impose on Buyer any  transferee  liability for
any taxes, penalties, or interest due or to become due from Seller .

         3.19  Conduct of  Business in Ordinary  Course.  Since  August 1, 1996,
Seller has  conducted  the business and  operations  of the Stations only in the
ordinary course and have not:

                  (a)  Suffered  any material  adverse  change in the  business,
assets, or properties of any of the Stations, including any damage, destruction,
or loss  affecting  any assets used or useful in the conduct of the  business of
any of the Stations;

                  (b) Made any material  increase in compensation  payable or to
become  payable to any of the  employees of the  Stations,  or any bonus payment
made or promised to any  employee of the  Stations,  or any  material  change in
personnel  policies,  employee  benefits,  or  other  compensation  arrangements
affecting the employees of the Stations;

                  (c)  Made  or  permitted  License  Corp.  to  make  any  sale,
assignment,  lease, or other transfer of any of the Stations'  properties  other
than in the normal and usual course of business with suitable replacements being
obtained therefor;

                  (d)  Canceled any debts owed to or claims held by the owner of
any Station with respect to such Station,  except in the normal and usual course
of business;

                  (e)  Suffered  any  material  write-down  of the  value of any
Assets; or

                  (f)  Transferred  or granted any right under,  or entered into
any settlement  regarding the breach or  infringement  of, any license,  patent,
copyright,  trademark,  trade name, franchise, or similar right, or modified any
existing right relating to any of the Stations.


                                       17



<PAGE>



         3.20  Transactions  with  Affiliates.  Except as  disclosed on Schedule
3.20,  Seller has not been involved in any business  arrangement or relationship
relating to any of the Stations with any  affiliate of Seller,  and no affiliate
of Seller owns any property or right,  tangible or intangible,  which is used in
the business of any of the Stations.

         3.21 Full Disclosure.  No  representation or warranty made by Seller in
this Agreement or in 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,  or omits or will omit to state any material fact
and required to make any statement made herein or therein not misleading.




              (The remainder of this page intentionally left blank)


                                       18



<PAGE>




                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

         4.1 Organization,  Standing and Authority.  Buyer is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware,  and is qualified to conduct  business in the State of Florida.  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 judicial discretion
in the enforcement of equitable remedies.

         4.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and performance by Buyer of this Agreement
and the documents contemplated hereby (with or without the giving of notice, the
lapse of time, or both): (i) do 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 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.  Except as disclosed on Schedule 4.4, 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

                                       19



<PAGE>


and/or  operator  of  the  Stations'  Assets,   and  Buyer  will  not  take,  or
unreasonably  fail to take,  any  action  which  Buyer  knows  would  cause such
disqualification.

         4.5 Paxson Tower Assets Representations and Warranties.

                  A.  Real  Property.  Buyer  has  delivered  to eller  true and
complete  copies of all leases or other material  instruments  pertaining to the
Paxson Tower Assets (including any and all amendments and other modifications of
such instruments),  all of which instruments are valid,  binding and enforceable
in accordance with their terms. To Buyer's  knowledge,  Buyer is not in material
breach,  nor is any other  party in  material  breach,  of the terms of any such
leases  or other  instruments.  All such  real  property  to  Buyer's  knowledge
materially  complies  as  described  in  Schedule  2.3(b)  with  all  applicable
building,  electrical and zoning codes and all  regulations of any  governmental
authority having jurisdiction.

                  B. Personal Property.  Except as described on Schedule 2.3(b),
Buyer  owns and has good  title to all  property  listed  thereon.  None of such
personal property owned by Buyer 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 2.3(b).

                  C.  Consents.  To Seller's  knowledge,  no consent,  approval,
permit or  authorization  of, or declaration to or filing with any government or
regulatory  authority,  or any other third party is requ red to permit  Buyer to
assign or transfer the Paxson Tower Assets to Seller.

                  D. Compliance with Laws. To the best knowledge of Buyer, B yer
has compiled in all material  respects with all  applicable  federal,  state and
local laws,  rules,  regulations and ordinances with respect to the Paxson Tower
Assets.  To the best knowledge of Seller,  neither the ownership or use, nor the
conduct of the business or operations of the Paxson Tower Assets  conflicts with
the rights of any other person, firm or corporation.



                                       20



<PAGE>




                                    SECTION 5
                               COVENANTS OF SELLER

         5.1  Pre-Closing  Covenants.  Except with the prior written  consent of
Buyer between the date hereof and the Closing Date, Seller covenants that it and
License Corp.  shall operate the Stations in the ordinary  course of business in
accordance  with  their  respective  past  practices  (except  where  such would
conflict  with  the  following  covenants  or with  Seller's  other  obligations
hereunder), and abide by the following negative and affirmative covenants:

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

                  (1) 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 Stations,  except
         in accordance with current year budget as disclosed in Schedule 3.12;

                  (2) Contracts.  Modify or amend any of the Assumed  Contracts;
         enter into any new Contracts except in the ordinary course of business,
         provided that all new Contracts  (other than  Contracts for the sale of
         broadcast time) shall not involve aggregate  liabilities exceeding Five
         Thousand Dollars ($5,000) or any material nonmonetary obligation; enter
         into any trade or barter  agreements  which  create  obligations  to be
         performed subsequent to the Closing;

                  (3) Disposition of Assets.  Sell, assign,  lease, or otherwise
         transfer or dispose of any of the  material  Assets,  except for assets
         consumed  in the  ordinary  course of  business  or assets  disposed of
         following the  acquisition of replacement  property of equivalent  kind
         and value;

                                       21



<PAGE>





                  (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 and disclosed in Schedules 3.5
         and 3.6,  (ii)  mechanics'  liens and other similar liens which will be
         removed  prior to the Closing  Date,  and (iii) liens for current taxes
         not yet due and payable;

                  (5) Programming.  Reduce the Stations' programming hours below
         the minimum  required by the FCC, or make any other material changes in
         the Stations' programming policies,  except such changes as in the good
         faith judgment of the Seller are required by the public interest;

                  (6)  Licenses.  Do any act or fail to do any act  which  might
         result 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 Stations;

                  (7) Rights.  Waive any material right relating to the Stations
         or the Assets; or

                  (8)  No  Inconsistent   Action.   Take  any  action  which  is
         inconsistent with Seller's 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 to the  Assets  and to all other  properties,  equipment,  books,
         records,  Contracts  and  documents  relating to the Stations  (but not
         relating  solely to Seller's  other  operations  or  business)  for the
         purpose of audit and inspection  including  inspections incident to the
         environmental study described in Section 6.11 and the engineering study
         described  in Section  6.12,  and


                                       22



<PAGE>


         furnish  or  cause  to  be  furnished   to  Buyer  or  its   authorized
         representatives  all  information  with  respect  to  the  affairs  and
         business of the  Stations  (but not relating  solely to Seller's  other
         operations  or  business)  as Buyer may  reasonably  request,  it being
         understood that the rights of Buyer hereunder shall not be exercised in
         such a manner as to interfere  with the  operations  of the business of
         Seller;  provided that neither the  furnishing of such  information  to
         Buyer or its  representatives  nor any investigation made heretofore or
         hereafter  by  Buyer  shall  affect  Buyer's  rights  to  rely  on  any
         representation  or warranty made by Seller in this  Agreement,  each of
         which shall survive any furnishing of information or any investigation;

                  (2)  Maintenance  of  Assets.  Maintain  all of the  Assets or
         replacements   thereof  and  improvements  thereon  in  good  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
         Stations and the Assets;

                  (4)  Consents.  Use  its  reasonable  efforts  to  obtain  the
         Consents and the estoppel certificates described in Section 8.2(f), and
         promptly advise Buyer of any difficulties  experienced in obtaining any
         of  the  Consents  and  of  any  conditions  proposed,  considered,  or
         requested for any of the Consents;

                  (5)  Preservation of Business.  Use its reasonable  efforts to
         preserve the business  and  audience of the  Stations,  and its present
         relationships  with their  employees,  suppliers,  customers and others
         having business  relations with it and maintain levels of marketing and
         promotions  efforts  and  expenditures  during the period  prior to the
         Closing Date equal to or greater to such levels in the year immediately
         prior to the Closing Date;

                                       23



<PAGE>



  
                  (6) Books and  Records.  Maintain  its  books and  records  in
         accordance with past practices;

                  (7)  Notification.  Promptly  notify  Buyer in  writing of any
         unusual  or  material  developments  with  respect to the assets of the
         Stations,  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;

                  (8) Personnel.  Promptly  notify Buyer as personnel  vacancies
         occur  at the  Stations  and  consider  for  employment  all  personnel
         recommended by Buyer for such vacant positions;

                  (9) Trade and Barter Agreements.  Provide prior to the Closing
         Date the  advertising  time due under any trade and  barter  agreements
         listed in Schedule 3.7 in the normal course of business;

                  (10)  Financial  Information.  Furnish to Buyer within fifteen
         (15) days after the end of each month  ending  between  the date hereof
         and the Closing Date a statement of income and expense  relating to the
         Stations'  operations for the month just ended and such other financial
         information  (including  information  on payables and  receivables)  as
         Buyer may  reasonably  request and which is  prepared  in the  ordinary
         course  of  business.  All  financial  information  delivered  to Buyer
         pursuant to this Section  shall be prepared  from the books and records
         of the  Stations  in  accordance  with  generally  accepted  accounting
         principles  consistently  applied,  shall accurately reflect the books,
         records, and accounts of the Stations, shall be complete and correct in
         all material respects, and shall present fairly the financial condition
         of the  Stations  as at  their  respective  dates  and the  results  of
         operations for the periods then ended.


                                       24



<PAGE>



                  (11) 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 copies of such Contracts; and

                  (12)  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  Stations  or 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, may
be necessary to ensure, complete and evidence the full and effective transfer of
the Assets to Buyer pursuant to this Agreement.


              (The remainder of this page intentionally left blank)


                                       25



<PAGE>




                                    SECTION 6

                        SPECIAL COVENANTS AND AGREEMENTS

         6.1 FCC Consent.  The assignment of the FCC Licenses as contemplated by
this  Agreement is subject to the prior consent and approval of the FCC.  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  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  except  that
neither  party shall be required to comply with a condition if (1) the condition
was imposed on it as the result of a  circumstance  the  existence of which does
not constitute a breach by the party of any of its representations,  warranties,
or covenants under this  Agreement,  and (2) compliance with the condition 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 either party's right to terminate this Agreement  pursuant
to Section 9 of this Agreement).

         6.2  Control of the  Stations.  Prior to the  Closing  Buyer shall not,
directly  or  indirectly,  control,  supervise,  direct,  or attempt to control,
supervise or direct, the operations of the Stations; such operations,  including
complete  control and supervision of all of the Stations'  programs,  employees,
and policies, shall be the sole responsibility of Seller until the completion of
the Closing hereunder.

         6.3 Taxes,  Fees and  Expenses.  Seller and Buyer shall each pay 50% of
all sales and similar taxes and fees, if any, arising out of the transfer of the
Assets pursuant to this  Agreement,  provided,  however,  that Seller's share of
sales tax on tangible  personal  property shall not exceed Four Thousand Dollars
($4,000).  All filing  fees  required  by the FCC and the FTC  (associated  with
filings  required  under the HSR Act) shall be paid equally by Seller and Buyer.
Except as  otherwise  provided in this  Agreement,  each party shall pay its own
expenses incurred in

                                       26



<PAGE>




connection with the authorization,  preparation,  execution,  and performance of
this Agreement, including all fees and expenses of counsel, accountants, agents,
and other representatives.

         6.4 Brokers. Buyer and Seller each represents and warrants that neither
it nor any person or entity  acting on its behalf has incurred any liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement,  except for Blackburn and Company,  Inc.,  whose
fee shall be solely the responsibility of Seller.

         6.5  Confidentiality.  Except as necessary for the  consummation of the
transaction  contemplated  hereby,  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 from the other party in  connection  with the
transaction contemplated hereby.

         6.6 Cooperation. Buyer and Seller shall cooperate fully with each other
and their  respective  counsel and  accountants  in connection  with any actions
required  to be  taken  as part  of  their  respective  obligations  under  this
Agreement,  and Buyer and Seller shall  execute  such other  documents as may be
necessary  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,  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.

         6.7      Risk of Loss.

                  A. The risk of loss,  damage or  impairment,  confiscation  or
condemnation  of any of the Assets from any cause  whatsoever  shall be borne by
Seller at all times prior to the completion of the Closing. If any loss, damage,
impairment,  confiscation,  or  condemnation  of or to any of the Assets occurs,
Seller shall repair,  replace, or restore the Assets to their prior condition as
represented in this Agreement as soon  thereafter as possible,  and Seller shall
use the  proceeds  of any claim  under any  insurance  policy  solely to repair,
replace,  or restore  any of the Assets  that are lost,  damaged,  impaired,  or
destroyed.

                                       27



<PAGE>



                  B. If any loss, damage or destruction of the Assets occurs and
Seller cannot restore or replace the Assets before the date  otherwise  provided
in this Agreement for the Closing, then, at Buyer's option, the Closing shall be
postponed,  for a period of up to one hundred  twenty (120) days,  to permit the
repair or  replacement of the damage or loss.  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.

                  C.  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
Stations  in a manner  generally  equivalent  to its  current  operations  for a
consecutive  period of five (5) or a  cumulative  period of  fourteen  (14) days
after the date hereof.

         6.8 Employee Matters. Seller shall promptly notify Buyer of any changes
that  occur  prior to  Closing  with  respect  to the  information  set forth on
Schedule 3.13.

         6.9 Accounts Receivable.  At the Closing,  Seller shall designate Buyer
as its agent to collect the Accounts  Receivable.  Seller shall deliver to Buyer
on or as soon as  practicable  after the Closing  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  course of
business  to collect  the  Accounts  Receivable  for a period  beginning  on the
Closing  Date and  ending  on the  last day of the  third  full  calendar  month
beginning after 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,  unless the  customer  has  disputed  such  application  and directs
otherwise.  On or before the 15th day after the last day of each calendar  month
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.  Buyer shall  provide  Seller with a final
accounting  on or before  the  fifteenth  (15th)  day  following  the end of the
Collection Period.

                                       28



<PAGE>



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 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.
During the  Collection  Period,  without  specific  agreement  with Buyer to the
contrary,  neither Seller nor its agents shall make any direct  solicitation  of
the Account Receivable for collection purposes.

         6.10 Tower Lease  Arrangements.  Seller agrees that Seller, or Seller's
subsidiary,  American Tower Systems, Inc., a Delaware Corporation  ("ATS")hereby
agree to will enter  into on or before  the  Closing  Date the  following  lease
agreements,  in  substantially  the form or substantially in accordance with the
terms, set forth in the respective Exhibit to this Agreement:

                  Exhibit 6.10(a) WOLL Main Antenna Sublease Lease Terms
                  Exhibit 6.10(b) WKGR Main Antenna Sublease Lease Terms
                  Exhibit 6.10(c) WHBI-TV Main Antenna Lease
                  Exhibit 6.10(d) WBZT Land Lease Agreement
                  Exhibit 6.10(e) Option Agreement (Tiger Mountain, Seattle, WA)
                  Exhibit 6.10(f)   WOLL Rental Sharing Agreement Terms
                  Exhibit 6.10(g) WBZT  Interim Lease Agreement

In addition,  Seller  hereby agrees to  construct,  at Seller's sole expense,  a
tower site for  WBZT(AM)  in  accordance  with the  specifications  set forth in
Exhibit  6.10(hg)  and the  construction  of said tower site shall be  completed
prior to the Closing, if possible,  but in any event as soon as practicable.  If
the new transmitter site for radio station WBZT(AM) is not fully  operational on
the Closing  Date,  Buyer shall  withhold from the amount  otherwise  payable to
Seller at the Closing pursuant to Section 2.3(a) the sum of Six Hundred Thousand
Dollars (the "Holdback  Amount").  Buyer shall pay the Holdback Amount of Seller
within  five  business  days after the new  transmitter  site for radio  station
WBZT(AM) is fully operational.  Between the Closing Date and the date of payment
to Seller,  Buyer shall not be required  to hold or invest the  Holdback  Amount
separately from any other funds of Buyer.

         6.11  Environmental  Audit.  Buyer  may,  at  its  option,   retain  an
environmental  consultant  to  be  selected  by  Buyer  to  perform  a  Phase  I
environmental  survey of the  properties of any or all

                                       29



<PAGE>



of the Stations.  If the survey discloses any material  environmental  hazard or
material  possibility of future liability for environmental  damages or clean-up
costs, Buyer shall so notify Seller as soon as practicable.

         6.12 Engineering Study. Buyer may, at its option, retain an engineering
firm to conduct a proof of  performance  study of any or all of the Stations and
to prepare a report on any or all of the  Stations'  compliance  with  customary
engineering  practices and all  applicable  FCC rules,  regulations,  prescribed
practices,  and  technical  standards.  If the  survey  discloses  any  material
deficiencies in the operations or equipment of any of the Stations,  Buyer shall
so notify Seller as soon as practicable.

         6.13 Bulk Sales Law. If applicable,  the Bulk Sales law of the State of
Florida shall be complied with by Seller. Any loss,  liability,  obligation,  or
cost suffered by Seller or Buyer as the result of the failure of Seller or Buyer
to comply with the  provisions of any bulk sales law  applicable to the transfer
of the Assets as contemplated by this Agreement shall be borne by Seller.

         6.14 Access to Books and Records. Seller shall provide Buyer access and
the right to copy for a period of three  years from the  Closing  Date any books
and records  relating to the Assets but not included in the Assets.  Buyer shall
provide Seller access and the right to copy for a period of three years from the
Closing  Date any books and records  relating to the Assets that are included in
the Assets.

         6.15  HSR Act  Filing.  Seller  and  Buyer  have  filed  with  the U.S.
Department of Justice and the Federal Trade Commission appropriate filings under
the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as amended (the "HSR
Act").  The waiting  period under the HSR Act has expired  without action by the
Department of Justice or the Federal Trade Commission to prevent the Closing.

         6.16  Adjustments to Personal  Property.  Buyer and Seller  acknowledge
that the items of Personal  Property  listed on Schedule 3.6 represent  Seller's
good faith  determination of material equipment and property associated with the
Stations,  notwithstanding that certain items of the Personal Property have been
in shared use with other radio stations owned by Seller. Accordingly,  Buyer and
Seller hereby agree to negotiate in good  following  the date of this  Agreement
and prior to Closing in order to address any instances  claimed Buyer where such

                                       30



<PAGE>




division of personal  property  results in less than a  reasonably  satisfactory
allocation of equipment and facilities for Buyer to operate the Stations.



              (The remainder of this page intentionally left blank)

                                       31



<PAGE>


                                    SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

         7.1 Conditions to Obligations of Buyer. All obligations of Buyer at the
Closing  hereunder  are subject to the  fulfillment  prior to and at the Closing
Date of each of the following  conditions 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 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 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 Stations or the conduct of their  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. Adverse Change.  Between the date of this Ag eement and the
Closing Date,  there shall have been no material adverse change in the business,
assets, liabilities,  results of operations, condition (financial or otherwise),
or prospects of any of the Stations,  including any damage, destruction, or loss
affecting any assets used or useful in the conduct of the business of any of the
Stations.

                                       32



<PAGE>




                  G. Financial Covenant. Broadcast Cash Flow of the Stations for
the latest period of twelve consecutive  calendar months ending at least fifteen
days prior to the  Closing  Date shall be at least  $1,900,000.  As used in this
Agreement,  "Broadcast  Cash Flow" means (i) with respect to each  Station,  net
income from advertising sales on such Station excluding non-cash items and after
restoring thereto amounts previously deducted for depreciation,  amortization of
intangibles (other than of programming rights),  interest,  corporate/management
fees, income taxes,  retirement  benefits (excluding  executive/talent  deferred
income), and any other home office allocations,  but in no event less than zero,
and (ii) with respect to the Stations as a whole,  the sum of the Broadcast Cash
Flow of each of the  Stations.  All home office  allocations  to the  individual
Stations shall be made in good faith.

                  H. FCC  Consent.  The FCC  Consent  shall  have  been  granted
without the imposition on Buyer of any conditions that need not be complied w th
by  Buyer  under  Section  6.1  hereof,  Seller  shall  have  complied  with any
conditions  imposed  on it by the FCC  Consent  and the FCC  Consent  shall have
become a Final Order.

                  I. New  Transmitter  Sites for WOLL and WKGR.  Radio  stations
WOLL and WKGR  shall  each be fully  operational  from Hobe  Sound  Tower in the
manner  contemplated by the leases to be entered into in accordance with Exhibit
6.10(a) and Exhibit 6.10(b).

         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  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.

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

                                       33



<PAGE>




                  D. FCC  Consent.  The FCC  Consent  shall  have  been  granted
without the  imposition  on Seller of any  conditions  that need not be complied
with by Seller  under  Section 6.1 hereof,  Buyer shall have  complied  with any
conditions  imposed  on it by the FCC  Consent  and the FCC  Consent  shall have
become a Final Order.




              (The remainder of this page intentionally left blank)


                                       34



<PAGE>




                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

         8.1 Closing. Except as provided in the following sentence or in Section
6.7(B) or as  otherwise  agreed to by Buyer and Seller,  the Closing  shall take
place at 10:00 a.m. on a date, to be set by Buyer on at least five days' written
notice to Buyer,  which shall be not earlier  than the first  business day after
and not later than the tenth business day after the day on which the FCC Consent
shall have become a Final Order,  provided,  though,  that Buyer shall waive the
requirement  for a Final Order and schedule  the  Closing,  within five (5) days
notice to Seller after receipt of the FCC Consent,  provided  Buyer has obtained
the  approval to do so from its lenders,  which Buyer  hereby  agrees to use its
best efforts to obtain.  If Buyer fails to specify the date for Closing pursuant
to the preceding sentence prior to the tenth business day after the day on which
the FCC Consent shall have become a Final Order, the Closing shall take place on
the  fifteenth  business  day after the day on which the FCC Consent  shall have
become a Final Order.  The Closing shall be held at the offices of Dow, Lohnes &
Albertson,  1200  New  Hampshire  Avenue,  N.W.,  Suite  800,  Washington,  D.C.
20036-6802, or any other place that is agreed upon 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  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 liens for current taxes not yet due and payable);

                  (b)  Consents.   The  original  of  each  Consent   marked  as
"material" with an asterisk on Schedule 3.8;

                                       35



<PAGE>




                  (c)  Seller's  Certificate.  A  certificate,  dated  as of the
Closing Date, executed by 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, 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  Certificate.  A  certificate,  dated as of the
Closing Date, executed by Seller's Secretary:  (i) certifying that the execution
and delivery of this Agreement by Seller and the consummation of the transaction
contemplated  hereby have been authorized and ratified;  and (ii) providing,  as
attachments  thereto,  a certificates of good standing  certified by appropriate
Delaware and Florida  state  officials;  as of a date not more than fifteen (15)
days before the Closing Date and copies of Seller's Certificate of Incorporation
and By Laws certified by Seller's Secretary as of the Closing Date;

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

                  (f)  Estoppel  Certificates.   Estoppel  certificates  of  the
lessors  of all  leasehold  and  subleasehold  interests  included  in the  Real
Property and  estoppel  certificates  of  contracting  parties to those  Assumed
Contracts  listed in Schedule 3.7 that are  designated to indicate that estoppel
certificates are required under this paragraph;

                  (g) Tax, Lien, and Judgment Searches.  Results of a search for
tax, lien, and judgment filings in the Secretary of State's records of the State
of Florida and in the records of Palm Beach and Martin Counties,  Florida,  such
searches  having  been made no earlier  than  fifteen  days prior to the Closing
Date.

                  (h)  Leases.  The leases  and other  agreements  described  in
Section 6.10.

                                       36



<PAGE>




         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  paid to Seller or
Seller's designee as provided in Section 2.3;

                  (b) Paxson Tower Assets.  Documents  sufficient to convey good
and marketable title to the Paxson Tower Assets to Seller.

                  (c) 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;

                  (d)  Officer's  Certificate.  A  certificate,  dated as of the
Closing Date,  executed by 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;

                  (e) 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  certificate  of
incorporation and Bylaws of Buyer as in effect on the date hereof,  certified by
Buyer's secretary as of the Closing Date;

                                       37



<PAGE>




                  (f) 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.




             (The remainder of this page intentionally left blank.)


                                       38



<PAGE>




                                    SECTION 9
                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

         9.1 Termination Rights.

                  (a)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:

                           (i)  If on  the  date  that  would  otherwise  be 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
satisfied, and (ii) satisfaction of such condition shall not have been waived by
the terminating party;

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

                           (iii) There shall be in effect on the date that would
otherwise be the Closing Date any judgment,  decree, or order that would prevent
or make unlawful the Closing.

                  (b) This  Agreement may be  terminated by Buyer,  upon written
notice to Seller, upon the occurrence of any of the following:

                           (i) Buyer  shall have  notified  Seller no later than
thirty (30) days after the date hereof of material  environmental hazards (which
shall mean for those which, in the aggregate,  costs of remediation would exceed
Fifty  Thousand  Dollars  ($50,000)  as  indicated  in the  environmental  study
described in Schedule  6.11 and the cause  thereof  shall not have been remedial
prior to thirty (30) days following such notice.

                           (ii) Buyer shall have  notified  Seller no later then
thirty (30) days after the date hereof of material deficiencies in the technical
operations or equipment of any of the Stations,  as indicated in the engineering
study  described  in Section  6.12,  and the cause  thereof  shall not have been
remedied prior to thirty (30) days following such notice.

Upon  termination:  (i) if neither party hereto is in breach of any 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 all rights and  remedies  available  at


                                       39



<PAGE>



law or in equity 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, shall be paid to Buyer.

         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 breach of this Agreement. All interest or other
proceeds from the investment of the Escrow Deposit,  shall be paid to Buyer. 

         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 would not be adequate. Buyer shall therefore be entitled 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  Defaults.  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.



                                       40



<PAGE>




                                   SECTION 10
                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties,  and shall  survive  the  Closing  Date for a period of twelve  (12)
months (the "Survival Period").  Any investigations by or on behalf of any party
hereto shall not constitute a waiver as to  enforcement  of any  representation,
warranty, or covenant contained herein.

         10.2  Indemnification  by Seller.  Following the Closing,  Seller shall
indemnify  and hold  Buyer  harmless  against  and with  respect  to,  and shall
reimburse Buyer for:

                  (a) Any and all losses,  liabilities or damages resulting from
any untrue representation, breach of warranty or nonfulfillment of any covenants
by  Seller  contained  herein  or in any  certificate,  document  or  instrument
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
the operation or ownership of the Stations prior to the Closing Date,  including
any and all  liabilities  arising  under the  Licenses or the Assumed  Contracts
which relate to events occurring prior to the Closing Date; and

                  (d) Any and all actions, suits, proceedings,  claims, demands,
assessments,  judgments,  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.

                                       41



<PAGE>




         10.3  Indemnification  by Buyer.  Following  the  Closing,  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 Stations on or after the Closing  Date,
including any and all  liabilities or obligations  arising under the Licenses or
the Assumed Contracts which are 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  representative(s)  the  information
relied upon by the Claimant to  substantiate  the claim.  If the 


                                       42



<PAGE>



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 by the Claimant with respect to such claim.

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

         10.5 Limitation on Indemnification.  Neither party shall be entitled to
indemnification hereunder for any losses, liabilities, or damages resulting from
any untrue  representation or breach of warranty by the other party unless (i) a
claim for such  losses,  liabilities,  or damages was made  during the  Survival
Period  and (ii) the  aggregate  loss,  damage or  expense  for all such  claims
exceeds  $33,000,  in which  event the  indemnified  party  shall be entitled to
recover all

                                       43



<PAGE>



such loss, damage or expense. In no event shall the aggregate amount required to
be paid by either indemnifying party hereunder for any losses,  liabilities,  or
damages  resulting from any untrue  representation or breach of warranty by such
party exceed $3,300,000. The limitations in this Subsection 10.5 shall not apply
to any claim for  indemnification for any liability of the Claimant to any third
party or to claims by Buyer  arising  from any defect in  Seller's  title to the
Assets.




              (The remainder of this page intentionally left blank)


                                       44



<PAGE>




                                   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:              American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, MA  02116
                           Attn:  Steven B. Dodge
                           Fax:  (617) 375-7575

With a Copy to:            American Radio Systems
                           116 Huntington A enue
                           Boston, MA  02116
                           Attn:  Michael B. Milsom
                           Fax:  (617) 375-7550

If to Buyer:               Paxson Communications of West Palm Beach, Inc.
                           c/o Paxson Communications Corporation
                           601 Clearwater Park Road
                           West Palm Beach, Florida  33401
                           Attention:  Lowell W. Paxson, President
                           Fax:  (561)659-4252

With a copy to:            Dow, Lohnes & Albertson
                           1200 New Hampshire Avenue,  N.W., Suite 800
                           Washington, D.C. 20036-6802
                           Attention: John R. Feore, Jr.
                           Fax: (202) 776-2222

                                       45



<PAGE>


or to such other  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 prior written consent of the other party hereto,  except that
Buyer may assign its rights and  obligations  under this Agreement to any entity
controlled  by or commonly  controlled  with  Paxson,  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 internal laws of the State of Florida  (without
regard to the choice of law provisions thereof).

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

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

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

                                       46



<PAGE>



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

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

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




              (The remainder of this page intentionally left blank)


                                       47



<PAGE>




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


         SELLER:           AMERICAN RADIO SYSTEMS CORPORATION



                                            By:      __________________________

                                            Title:

         BUYER:            PAXSON COMMUNICATIONS OF WEST PALM 
                           BEACH, INC.


                                            By:      __________________________

                                            Title:



                                       48



<PAGE>


                      SCHEDULES TO ASSET PURCHASE AGREEMENT


1.8               Escrow Agreement

2.3(b)            Paxson Tower Assets

3.4               Licenses

3.5               Real Property

3.6               Personal property

3.7               Assumed Contracts

3.8               Consents required

3.9               Trademarks; trade names; copyrights

3.10              Insurance

3.12              Employee Benefit Plans and Employees

3.14              Claims; legal actions

3.20              Transactions with Affiliates

6.10              Tower Lease Arrangements; (a) through (h)

8.2               Opinion of Seller's General and FCC Counsels

8.3               Opinion of Buyer's General Counsel


                                       49