EXHIBIT 10.13











                            ASSETS PURCHASE AGREEMENT

                                  by and among

                                 CITICASTERS CO.

                                       and

                       AMERICAN RADIO SYSTEMS CORPORATION

                                       and

                      AMERICAN RADIO SYSTEMS LICENSE CORP.


                                                      

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<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                               Page

<S>                                                                                                             <C>
ARTICLE 1
         PURCHASE OF ASSETS.......................................................................................1
         1.1      Transfer of Assets..............................................................................1
         1.2      Excluded Assets.................................................................................3

ARTICLE 2
         ASSUMPTION OF OBLIGATIONS................................................................................4
         2.1      Assumption of Obligations.......................................................................4
         2.2      Retained Liabilities............................................................................4

ARTICLE 3
         CONSIDERATION............................................................................................5
         3.1      Delivery of Consideration.......................................................................5
         3.2      Escrow Deposit..................................................................................5
         3.3      Proration of Income and Expenses; Trade Agreements Adjustment...................................6
         3.4      Allocation of Purchase Price....................................................................7

ARTICLE 4
         CLOSING..................................................................................................7
         4.1      Closing.........................................................................................7
         4.2      Time Brokerage Agreement........................................................................7

ARTICLE 5
         GOVERNMENTAL CONSENTS....................................................................................8
         5.1      FCC Consent.....................................................................................8
         5.2      FCC Application.................................................................................8
         5.3      HSR Application.................................................................................8

ARTICLE 6
         REPRESENTATIONS AND WARRANTIES OF BUYER..................................................................9
         6.1      Organization and Standing.......................................................................9
         6.2      Authorization and Binding Obligation............................................................9
         6.3      Qualification...................................................................................9
         6.4      Absence of Conflicting Agreements or Required Consents..........................................9
         6.5      Litigation.....................................................................................10
         6.6      Compliance With Laws...........................................................................10
         6.7      Commissions or Finder's Fees...................................................................10
         6.8      Availability of Funds..........................................................................10



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ARTICLE 7
         REPRESENTATIONS AND WARRANTIES OF SELLER................................................................10
         7.1      Organization and Standing......................................................................10
         7.2      Authorization and Binding Obligation...........................................................11
         7.3      Absence of Conflicting Agreements or Required Consents.........................................11
         7.4      Government Authorizations......................................................................11
         7.5      Compliance with FCC Regulations................................................................13
         7.6      Taxes..........................................................................................13
         7.7      Personal Property..............................................................................13
         7.8      Real Property..................................................................................14
         7.9      Contracts......................................................................................15
         7.10     Status of Contracts, etc.......................................................................15
         7.11     Environmental..................................................................................15
         7.12     Intellectual Property..........................................................................16
         7.13     Financial Statements...........................................................................16
         7.14     Personnel Information..........................................................................16
         7.15     Litigation.....................................................................................17
         7.16     Compliance With Laws...........................................................................17
         7.17     Employee Benefit Plans.........................................................................18
         7.18     Commissions or Finder's Fees...................................................................18
         7.19     Conduct of Business in Ordinary Course: Adverse Change.........................................18
         7.20     Instruments of Conveyance; Good Title..........................................................18
         7.21     Undisclosed Liabilities........................................................................18
         7.22     Full Disclosure................................................................................18
         7.23     Insurance......................................................................................19

ARTICLE 8
         COVENANTS OF BUYER......................................................................................19
         8.1      Closing........................................................................................19
         8.2      Notification...................................................................................19
         8.3      No Inconsistent Action.........................................................................19
         8.4      Accounts Receivable............................................................................19

ARTICLE 9
         COVENANTS OF SELLER.....................................................................................20
         9.1      Seller's Pre-Closing Covenants.................................................................20
         9.2      Notification...................................................................................22
         9.3      No Inconsistent Action.........................................................................23
         9.4      Closing........................................................................................23
         9.5      Other Items....................................................................................23
         9.6      Exclusivity....................................................................................23

ARTICLE 10
         JOINT COVENANTS.........................................................................................24


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         10.1     Confidentiality................................................................................24
         10.2     Cooperation....................................................................................25
         10.3     Control of Station.............................................................................25
         10.4     Consents to Assignment.........................................................................25
         10.5     Filings........................................................................................25
         10.6     Bulk Sales Laws................................................................................26
         10.7     Employee Matters...............................................................................26
         10.8     Tangible Personal Property.....................................................................27

ARTICLE 11
         CONDITIONS OF CLOSING BY BUYER..........................................................................28
         11.1     Representations, Warranties and Covenants......................................................28
         11.2     Governmental Consents..........................................................................28
         11.3     Station Licenses Renewal.......................................................................28
         11.4     Governmental Authorizations....................................................................28
         11.5     Adverse Proceedings............................................................................29
         11.6     Third-Party Consents...........................................................................29
         11.7     Closing Documents..............................................................................29
         11.8     Title Insurance................................................................................29
         11.9     Real Estate....................................................................................29
         11.10    Building and Mechanical Inspection.............................................................30
         11.11    Pre-Merger Notification........................................................................30
         11.12    No Adverse Change..............................................................................30
         11.13    KSJO Tower Sublease and KUFX Studio Sublease...................................................30
         11.14    Time Brokerage Agreement.......................................................................30
         11.15    Tangible Personal Property.....................................................................30

ARTICLE 12
         CONDITIONS OF CLOSING BY SELLER.........................................................................31
         12.1     Representations................................................................................31
         12.2     Governmental Consents..........................................................................31
         12.3     Adverse Proceedings............................................................................31
         12.4     Pre-Merger Notification........................................................................31
         12.5     Closing Documents..............................................................................31

ARTICLE 13
         TRANSFER TAXES; FEES AND EXPENSES.......................................................................32
         13.1     Expenses.......................................................................................32
         13.2     Transfer Taxes and Similar Charges.............................................................32
         13.3     Governmental Filing or Grant Fees..............................................................32

ARTICLE 14
         DOCUMENTS TO BE DELIVERED AT CLOSING....................................................................32
         14.1     Seller's Documents.............................................................................32


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         14.2     Buyer's Documents..............................................................................33

ARTICLE 15
         SURVIVAL; INDEMNIFICATION; ETC..........................................................................34
         15.1     Survival of Representations, Etc...............................................................34
         15.2     Indemnification................................................................................35
         15.3     Procedures:  Third Party and Direct Indemnification Claims.....................................36
         15.4     Indemnification; Sole and Exclusive Remedy.....................................................37

ARTICLE 16
         TERMINATION RIGHTS......................................................................................37
         16.1     Termination....................................................................................37
         16.2     Liability......................................................................................38
         16.3     Monetary Damages, Specific Performance and Other Remedies......................................38
         16.4     Seller's Liquidated Damages....................................................................39

ARTICLE 17
         MISCELLANEOUS PROVISIONS................................................................................39
         17.1     Risk of Loss...................................................................................39
         17.2     Certain Interpretive Matters and Definitions...................................................40
         17.3     Further Assurances.............................................................................40
         17.4     Benefit and Assignment.........................................................................40
         17.5     Amendments.....................................................................................41
         17.6     Headings.......................................................................................41
         17.7     Governing Law..................................................................................41
         17.8     Notices........................................................................................41
         17.9     Counterparts...................................................................................42
         17.10    No Third Party Beneficiaries...................................................................42
         17.11    Severability...................................................................................42
         17.12    Entire Agreement...............................................................................42

INDEX OF DEFINED TERMS............................................................................................I
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                         LIST OF SCHEDULES AND EXHIBITS

Schedule          1.2.8    Miscellaneous Excluded Assets
                  3.3.2    Trade Agreements
                  6.3      Buyer Qualifications
                  7.4      Station Licenses, Etc.
                  7.7      Tangible Personal Property
                  7.8      Real Property
                  7.9      (a)      Contracts
                  7.9      (b)      Material Contracts
                  7.11     Environmental Matters
                  7.12     Intellectual Property
                  7.13     Financial Statements
                  7.14     Personnel Information; Employee Benefit Plans
                  7.15     Litigation
                  7.16     Compliance With Laws
                  9.1.5    Actions Pending Closing
                  10.7     Employees Not Hired
Exhibit
         A        Deposit Escrow Agreement
         B        Time Brokerage Agreement
         C        Assignment and Assumption Agreement
         D        Opinion of Seller's Counsel
         E        Opinion of Seller's FCC Counsel
         F        Opinion of Buyer's Counsel
         G        Form of Estoppel Certificate
         H        Form of Subordination and Non-Disturbance Agreement
         I        KSJO Tower Sublease
         J        KUFX Studio Sublease



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                            ASSETS PURCHASE AGREEMENT

         THIS ASSETS PURCHASE  AGREEMENT (this  "Agreement") is made and entered
this  9th  day of  October,  1997,  by and  between  CITICASTERS  CO.,  an  Ohio
corporation  ("Buyer"),  and  AMERICAN  RADIO  SYSTEMS  CORPORATION,  a Delaware
corporation  ("American").  and AMERICAN RADIO SYSTEMS LICENSE CORP., a Delaware
corporation ("American License", together with American, the "Seller").

                                    RECITALS

         WHEREAS,  Seller owns and operates radio station KSJO(FM),  licensed to
San Jose, California (the "Station") pursuant to licenses issued by the FCC; and

         WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain
assets  and  assume  certain  obligations  associated  with  the  ownership  and
operation of the  Station,  all on the terms and subject to the  conditions  set
forth herein; and

         WHEREAS, in order to induce Buyer to enter into this Agreement,  Seller
is willing to enter into this  Agreement  and make certain  representations  and
warranties to, and covenants and agreements with, Buyer.

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


                                    ARTICLE 1
                               PURCHASE OF ASSETS

         1.1  Transfer  of Assets.  On the terms and  subject to the  conditions
hereof and subject to Section 1.2, on the Closing Date (as hereinafter defined),
Seller  shall sell,  assign,  transfer,  convey and deliver to Buyer,  and Buyer
shall purchase and assume from Seller,  all of the right,  title and interest of
Seller in and to all of the assets,  properties,  interests and rights of Seller
of whatsoever kind and nature, real and personal, tangible and intangible, owned
or leased (to the extent of Seller's  leasehold  interest) by Seller as the case
may be,  wherever  situated,  which are used or held for use in the operation of
the Station (the "Station Assets"), including but not limited to all of Seller's
right, title and interest in and to the assets, properties, interests and rights
described in this Section 1.1:

                  1.1.1 all licenses, permits and other authorizations issued to
Seller by any governmental or regulatory  authority including without limitation
those issued by the FCC (the licenses,  permits and authorizations issued by the
FCC are  hereafter  referred  to as the  "Station  Licenses")  used or useful in
connection with the operation of the Station, including but not limited to those
described in Schedule 7.4,  along with renewals or  modifications  of such items
between the date hereof and the Closing Date;


                                                        

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                  1.1.2 all equipment,  electrical  devices,  antennae,  cables,
tools, hardware,  office furniture and fixtures,  office materials and supplies,
inventory,  motor vehicles, spare parts and all other tangible personal property
of every kind and description,  and Seller's rights therein,  owned,  leased (to
the extent of Seller's leasehold  interest) or held by Seller and used or useful
in connection  with the  operation of the Station,  including but not limited to
those items described or listed in Schedule 7.7,  together with any replacements
thereof and additions thereto made between the date hereof and the Closing Date,
and less any  retirements or  dispositions  thereof made between the date hereof
and the Closing Date in the ordinary course of business and consistent with past
practices of Seller; provided, however, Seller agrees that the value of all such
assets  retired or disposed of and not  replaced  with an asset of like kind and
quality shall not exceed $10,000 in the aggregate;

                  1.1.3 all Time Sales  Agreements  (as defined in Section 2.1),
all Trade  Agreements  (as defined in Section  2.1),  all Real Estate  Contracts
listed on  Schedule  7.8,  and all  contracts,  agreements,  leases and  legally
binding  contractual  rights  of any  kind,  written  or oral,  relating  to the
operation  of the  Station  listed  on  Schedule  7.9(a),  and  oral  employment
agreements terminable at will without penalty or other obligation, together with
all contracts, agreements, leases and legally binding contractual rights entered
into or acquired by Seller  between the date hereof and the Closing  Date in the
ordinary  course of business,  consistent  with past  practices of Seller and in
accordance  with this  Agreement,  which do not exceed $5,000  individually  and
$25,000 in the  aggregate  and which are  terminable  on no more than sixty (60)
days  notice  without  penalty  or  any  other  obligation  (collectively,   the
"Contracts");

                  1.1.4  all of  Seller's  rights  in and  to the  call  letters
"KSJO(FM)," as well as all of Seller's  rights in and to all  trademarks,  trade
names,  service  marks,  franchises,  copyrights,  including  registrations  and
applications for registration of any of them,  computer  software,  programs and
programming material of whatever form or nature, jingles, slogans, the Station's
logos  and all other  logos or  licenses  to use same and all  other  intangible
property  rights of  Seller,  which are used or  useful in  connection  with the
operation of the Station,  including but not limited to those listed in Schedule
7.12  (collectively,  the "Intellectual  Property") together with any associated
goodwill and any additions thereto between the date hereof and the Closing Date;

                  1.1.5 all programming  materials and elements of whatever form
or nature owned by Seller,  whether recorded on tape or other medium or intended
for live performance, and all copyrights owned by or licensed to Seller that are
used or useful in connection  with the  operation of the Station,  including all
such programs, materials, elements and copyrights acquired by Seller between the
date hereof and the Closing Date;

                  1.1.6  all  of  Seller's  rights  in and  to  all  the  files,
documents,  records,  and books of  account  relating  to the  operation  of the
Station or to the Station Assets,  including,  without limitation,  local public
files,  programming information and studies,  blueprints,  technical information
and  engineering  data,  news and  advertising  studies or  consulting  reports,
marketing and  demographic  data,  sales  correspondence,  lists of advertisers,
promotional  materials,  credit  and  sales  reports  and  filings  with the FCC
relating to the operation of the Station or to the Station  Assets,  all written
Contracts  to be  assigned  hereunder,  logs,  software  programs  and books and
records relating to the


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Station's employees (copies only), financial,  accounting and operation matters;
but excluding  records  relating  solely to any Excluded  Asset (as  hereinafter
defined);

                  1.1.7 all of Seller's rights under manufacturers' and vendors'
warranties  relating to items  included  in the  Station  Assets and all similar
rights against third parties relating to items included in the Station Assets;

                  1.1.8 all real property  owned in fee by Seller used or useful
in connection  with the operation of the Station  together with all  appurtenant
easements  thereunto  and all  structures,  fixtures  and  improvements  located
thereon as more fully  described in Schedule  7.8,  together  with any additions
thereto between the date hereof and the Closing Date;

                  1.1.9  except  for  Excluded   Assets,   such  other   assets,
properties,  interests  and  rights  owned by Seller  that are used or useful in
connection  with the  operation  of the  Station  or that are  located as of the
Closing Date on the real property described on Schedule 7.8.

                  The  Station  Assets  shall be  transferred  to Buyer free and
clear  of  all  charges,  conditions,  community  property  interests,  options,
hypothecations,  attachments,  conditional  sales,  title retentions,  rights of
first refusal, debts, security interests,  mortgages, trusts, claims, pledges or
other liens,  liabilities,  encumbrances  or rights of third parties  whatsoever
("Liens"),  except for Permitted Liens.  Except for the Station Assets listed on
the schedules to this Agreement,  notwithstanding the foregoing,  at or prior to
the Closing,  Buyer may decide,  in the exercise of its sole discretion,  not to
purchase  any one or more of the Station  Assets  (and,  in such  event,  not to
assume any liability  secured by, arising from the  acquisition of, or otherwise
relating to, any such  Asset);  provided,  that in no event shall such  decision
reduce the Purchase Price.

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

                  1.2.1 all cash and cash  equivalents  of Seller on hand and/or
in banks,  including  without  limitation  certificates  of deposit,  commercial
paper, treasury bills, marketable securities, asset or money market accounts and
all such similar accounts or investments;

                  1.2.2 all accounts receivable or notes receivable for services
performed by Seller in connection with the operation of the Station prior to the
Closing Date;

                  1.2.3 subject to the  limitation set forth in Section 1.1.2 of
this Agreement, all tangible and intangible personal property of Seller disposed
of or  consumed in the  ordinary  course of  business  consistent  with the past
practices of Seller between the date of this Agreement and the Closing Date;

                  1.2.4 all Contracts  that have  terminated or expired prior to
the Closing Date in the  ordinary  course of business  consistent  with the past
practices of Seller;


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

                  1.2.6  contracts of insurance,  and all insurance  proceeds or
claims made by Seller  relating to property or equipment  repaired,  replaced or
restored by Seller prior to the Closing Date;

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

                  1.2.8 any  right,  property  or asset  described  in  Schedule
1.2.8.


                                    ARTICLE 2
                            ASSUMPTION OF OBLIGATIONS

         2.1 Assumption of Obligations.  Subject to such obligations as may have
already been assumed  pursuant to the Time Brokerage  Agreement (as  hereinafter
defined) and subject to the  provisions  of this  Section  2.1,  Section 2.2 and
Section 3.3, on the Closing Date Buyer shall  assume the  obligations  of Seller
arising or to be  performed  on and after the Closing Date (except to the extent
such  obligations  arise  out  of  or  are  related  to  activities,  events  or
transactions occurring, or conditions existing, on or prior to the Closing Date)
(i)  under  the  Contracts,  including  (a)  all  agreements  for  the  sale  of
advertising time on the Station for cash and at prices  consistent with Seller's
ordinary  course of  business  pricing  policies  for which no payment  has been
received  and which do not have more than twelve (12) months  remaining in their
term ("Time Sales  Agreements");  and (b) all agreements relating to the Station
which are for  consideration  other than cash, such as merchandise,  services or
promotional  consideration arising in the ordinary course of business consistent
with the past  practices of Seller and listed on Schedule  3.3.2 hereto  ("Trade
Agreements"),  or (ii) to the extent that the  Purchase  Price has been  reduced
pursuant  to Section  3.3 as a result of the  proration  or  adjustment  of such
obligations and  liabilities.  All of the foregoing  liabilities and obligations
shall be referred to herein collectively as the "Assumed Liabilities."

         2.2 Retained  Liabilities.  Notwithstanding  anything contained in this
Agreement to the contrary,  Buyer  expressly does not, and shall not,  assume or
agree to pay, satisfy,  discharge or perform and will not be deemed by virtue of
the execution  and delivery of this  Agreement or any  agreement,  instrument or
document delivered pursuant to or in connection with this Agreement or otherwise
by  reason  of or in  connection  with  the  consummation  of  the  transactions
contemplated  hereby  or  thereby,  to have  assumed  or to have  agreed to pay,
satisfy,  discharge or perform,  any liabilities,  obligations or commitments of
Seller  of any  nature  whatsoever  whether  accrued,  absolute,  contingent  or
otherwise  and  whether  or not  disclosed  to  Buyer,  other  than the  Assumed
Liabilities.


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Seller will retain and pay,  satisfy,  discharge and perform in accordance  with
the terms thereof, all liabilities and obligations of the Seller, other than the
Assumed  Liabilities,  including  but not limited to, the  obligation to assume,
perform,  satisfy or pay any liability,  obligation,  agreement,  debt,  charge,
claim,  judgment or expense  incurred by or asserted  against  Seller related to
taxes,   environmental   matters,   pension  or  retirement   plans  or  trusts,
profit-sharing  plans,  employment  contracts,  employee benefits,  severance of
employees,  product  liability  or  warranty,  negligence,  contract  breach  or
default,  or other  obligations,  claims or judgments  asserted against Buyer as
successor  in  interest  to Seller.  All of such  liabilities,  obligations  and
commitments of Seller  described in this Section 2.2 shall be referred to herein
collectively as the "Retained Liabilities."


                                    ARTICLE 3
                                  CONSIDERATION

         3.1 Delivery of  Consideration.  In  consideration  for the sale of the
Station Assets to Buyer, in addition to the assumption of certain obligations of
Seller  pursuant  to  Section  2.1  above,  Buyer  shall,  at  the  Closing  (as
hereinafter defined),  deliver to Seller Thirty Million Dollars ($30,000,000) by
wire transfer of immediately  available funds, subject to adjustment pursuant to
the provisions of Sections 3.2 and 3.3 below (the "Purchase Price").

         3.2 Escrow Deposit.  (a) Simultaneously with the execution and delivery
of this Agreement,  Buyer, Seller and The Fifth Third Bank, as Escrow Agent (the
"Deposit Escrow Agent"), shall enter into a Deposit Escrow Agreement in the form
of Exhibit A hereto (the  "Deposit  Escrow  Agreement")  pursuant to which Buyer
shall  deposit,  within  one  (1)  business  day  following  execution  of  this
Agreement, the amount described below as a deposit on the amount of the Purchase
Price.  Such  amounts held in escrow shall be applied as set forth herein and in
the Deposit Escrow Agreement.

                  (b)  Buyer  shall  wire  transfer  One  Million  Five  Hundred
Thousand  Dollars  ($1,500,000)  to the Deposit  Escrow  Agent's  trust  account
pursuant to the Deposit  Escrow  Agreement  (the "Escrow  Deposit"),  and at the
Closing,  the Escrow  Deposit,  plus interest,  shall be applied to the Purchase
Price to be paid to  Seller.  As more  fully  described  in the  Deposit  Escrow
Agreement:  (a) in the event this  Agreement  is  terminated  solely  because of
Buyer's  material  breach of this Agreement and Seller shall at such time not be
in material breach of this Agreement,  the Escrow Deposit, plus interest,  shall
be paid to Seller as  liquidated  damages as provided in Section 16.4 hereto for
Buyer's  material  breach of this  Agreement  (the payment of such sum to Seller
shall  discharge any liability Buyer may have to Seller  hereunder);  and (b) in
the event this Agreement is terminated under any circumstances  other than those
set forth in the  immediately  preceding  clause (a), the Escrow Deposit and the
interest accrued thereon shall be paid to Buyer.



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         3.3      Proration of Income and Expenses; Trade Agreements Adjustment.

                  3.3.1 Subject to such prorations as may have been already been
made  pursuant to the Time  Brokerage  Agreement  (as  hereinafter  defined) and
except as otherwise  provided  herein,  all  deposits,  reserves and prepaid and
deferred  income and  expenses  relating  to the  Station  Assets or the Assumed
Liabilities  and arising from the conduct of the business and  operations of the
Station shall be prorated  between Buyer and Seller in accordance with generally
accepted  accounting  principles as of 12:01 a.m.,  eastern time, on the Closing
Date. Such prorations shall include,  without limitation,  all ad valorem,  real
estate and other property  taxes (but  excluding  taxes arising by reason of the
transfer of the Station Assets as contemplated hereby which shall be paid as set
forth in Section 13.2),  business and license fees, music and other license fees
(including any retroactive  adjustments thereof,  which retroactive  adjustments
shall not be subject to the ninety-day  limitation set forth in Section  3.3.3),
utility expenses, amounts due or to become due under Contracts, Trade Agreements
to the extent  provided in Section  3.3.2  hereof,  rents,  lease  payments  and
similar  prepaid and deferred  items.  Real estate taxes shall be apportioned on
the basis of taxes assessed for the preceding year, with a  reapportionment,  if
any, as soon as the new tax rate and valuation can be ascertained.

                  3.3.2  Schedule 3.3.2 lists all Trade  Agreements  included in
the Station Assets and the contract end date for each Trade  Agreement  together
with an itemized  statement,  determined in accordance  with generally  accepted
accounting  principles,  of the aggregate value of time owed ("Barter  Payable")
pursuant to each of the Trade  Agreements  and the aggregate  value of goods and
services  to be  received  ("Barter  Receivable")  pursuant to each of the Trade
Agreements,  in each case as of the date hereof.  Seller agrees that it will not
enter  into any  other  Trade  Agreements  or  similar  arrangements  after  the
execution of this Agreement which in the aggregate  exceed $10,000 without first
obtaining Buyer's written consent.  Within ten (10) calendar days of the earlier
to occur of the (i) date of the  commencement  of the Time  Brokerage  Agreement
(the  "Effective  Date") and the Closing  Date,  Seller shall deliver to Buyer a
report,  dated as of the date of the  Effective  Date or the  Closing  Date,  as
applicable  (the  "Trade  Report"),  which  report  lists all  Trade  Agreements
included  in the  Station  Assets  and the  contract  end date  for  each  Trade
Agreement  together with an itemized  statement,  determined in accordance  with
generally accepted accounting  principles,  of the aggregate value of the Barter
Payable and Barter Receivable  pursuant to each of the Trade Agreements.  To the
extent  that the  aggregate  value  as  reflected  on the  Trade  Report  of the
Station's Barter Payable is greater than the aggregate value as reflected on the
Trade  Report of the Barter  Receivable,  Buyer shall be entitled to receive the
difference at Closing as a credit against the Purchase Price.

                  3.3.3 Subject to such prorations as may have been already been
made  pursuant to the Time  Brokerage  Agreement  (as  hereinafter  defined) and
except as otherwise provided herein, the prorations and adjustments contemplated
by this  Section  3.3, to the extent  practicable,  shall be made on the Closing
Date. As to those prorations and adjustments not capable of being ascertained on
the Closing Date, an adjustment  and proration  shall be made within ninety (90)
calendar days of the Closing Date.



                                        6

<PAGE>



                  3.3.4 In the event of any  disputes  between the parties as to
such  adjustments,  the amounts not in dispute shall  nonetheless be paid at the
time  provided in Section  3.3.3 and such  disputes  shall be  determined  by an
independent  certified public accountant mutually acceptable to the parties, and
the fees and expenses of such  accountant  shall be paid  one-half by Seller and
one-half by Buyer.  Notwithstanding  the foregoing,  if the aggregate  amount in
dispute is $10,000 or less, the disputed amount shall be shared equally by Buyer
and Seller.

         3.4 Allocation of Purchase Price. The Purchase Price shall be allocated
among the  Station  Assets  based upon an  appraisal  prepared  by an  appraiser
selected by Seller,  and such appraisal and allocation shall be completed within
thirty (30) days following  Closing unless  otherwise  agreed to by the parties.
Seller and Buyer agree to use the  allocations  determined by Seller for all tax
purposes, including without limitation, those matters subject to Section 1060 of
the Internal Revenue Code of 1986, as amended.


                                    ARTICLE 4
                                     CLOSING

         4.1  Closing.  Except as  otherwise  mutually  agreed upon by Buyer and
Seller, the consummation of the transactions contemplated herein (the "Closing")
shall occur within five (5)  business  days after the later to occur of: (a) the
satisfaction or waiver of each condition to closing  contained herein (excluding
conditions that by their terms cannot be satisfied until the Closing Date),  and
provided that each party hereto shall use its commercially reasonable efforts to
cause each condition to closing to be satisfied so that the Closing may occur at
the earliest  possible date; and (b) the issuance of the Final Order (as defined
below),  or such other date as may be mutually agreed by the parties hereto (the
"Closing Date"); provided,  however, that Buyer may in its sole discretion waive
the  requirement  that a Final Order be issued and elect  (subject to clause (a)
above) to close at any time (upon not less than five (5)  business  days' notice
to Seller)  after the release of initial FCC  approval on public  notice that it
has consented to the transaction  contemplated hereby (the "Initial  Approval").
For  purposes  of the  Agreement,  "Final  Order" (and  "Final")  means a grant,
consent   or   authorization   by  the  FCC  which  is  no  longer   subject  to
reconsideration or review by the FCC or a court of competent  jurisdiction,  and
pursuant  to which  the FCC  consents  to the  assignments  of the FCC  licenses
contemplated by this Agreement,  each such grant, consent or authorization being
without the imposition of any  conditions  adverse to Buyer or any Affiliate (as
hereinafter defined) of Buyer with respect to the assignment of the FCC Licenses
to Buyer or the continued operation of the Station or the Station Assets. In the
event that the  parties  close  before the Initial  Approval  has become a Final
Order,  the  parties  shall  negotiate  in good  faith to enter  into an  Unwind
Agreement.  The Closing shall be held in the offices of Graydon, Head & Ritchey,
1900 Fifth Third Center, 511 Walnut Street,  Cincinnati,  Ohio, or at such place
and in such manner as the parties hereto may agree.

         4.2 Time Brokerage Agreement. Buyer and Seller have entered into a Time
Brokerage  Agreement,  in the form of  Exhibit  B hereto  (the  "Time  Brokerage
Agreement"),  pursuant to which Seller has agreed to make available to Buyer the
broadcasting transmission facilities of the Station


                                        7

<PAGE>



and/or  cause  to be  broadcast  on the  Station  Buyer's  programming  from the
Effective Date (as defined in the Time Brokerage  Agreement) through the Closing
Date.


                                    ARTICLE 5
                              GOVERNMENTAL CONSENTS

         5.1 FCC Consent. It is specifically  understood and agreed by Buyer and
Seller that the Closing, the assignment of the Station Licenses and the transfer
of the Station  Assets are expressly  conditioned on and is subject to the prior
consent  and  approval  of the FCC  without  the  imposition  of any  conditions
materially adverse to Buyer or any Affiliate of Buyer (the "FCC Consent").

         5.2 FCC  Application.  If the same has not already been filed as of the
time of the  execution  hereof,  then  within  one (1)  business  day  after the
execution of this Agreement, Buyer and Seller shall file an application with the
FCC for the  FCC  Consent  (the  "FCC  Application").  Buyer  and  Seller  shall
prosecute the FCC  Application  with all reasonable  diligence and otherwise use
their commercially reasonable efforts to obtain the FCC Consent as expeditiously
as  practicable,  including the  obligations set forth in the fourth sentence of
Section 17.4 (but neither Buyer nor Seller shall have any  obligation to satisfy
complainants or the FCC by taking any steps which would have a material  adverse
effect upon Buyer or Seller or upon any of their respective Affiliates).  If the
FCC Consent imposes any condition on Buyer or Seller or any of their  respective
Affiliates,  such party shall use its commercially  reasonable efforts to comply
with such condition;  provided,  however, that neither Buyer nor Seller shall be
required  hereunder  to comply  with any  condition  that  would have a material
adverse effect upon it or any of its Affiliates.  If reconsideration or judicial
review is sought  with  respect to the FCC  Consent,  the party  affected  shall
vigorously oppose such efforts for reconsideration or judicial review; provided,
however, that nothing herein shall be construed to limit either party's right to
terminate this Agreement pursuant to Article 16 hereof.

         5.3 HSR Application.  Within ten (10) business days after the execution
of this Agreement, Buyer and Seller shall make any and all required governmental
filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act") with respect to the  transactions  contemplated  hereby,
and shall use their  commercially  reasonable  efforts to respond as promptly as
practicable to all inquiries received from the applicable  governmental agencies
or committees for additional information or documentation. Buyer and Seller will
notify each other of all correspondence,  filings or communications between such
party or its representatives,  on the one hand, and the applicable  governmental
agencies or  committees,  on the other hand,  with respect to this Agreement and
the transaction  contemplated  hereby.  Buyer and Seller will furnish each other
with such necessary  information and reasonable assistance as such other parties
may request in connection with their  preparation of all filings pursuant to the
HSR Act.



                                        8

<PAGE>



                                    ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby makes the  following  representations  and  warranties  to
Seller, each of which is true and correct on the date hereof,  shall survive the
Closing subject to the  limitations  provided for herein and shall be unaffected
by any investigation heretofore or hereafter made by Seller:

         6.1 Organization  and Standing.  Buyer is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Ohio, and
on the  Closing  Date  will  be  duly  qualified  to  conduct  business  in each
jurisdiction  in which  such  qualification  is  necessary  for Buyer to own the
Station Assets and operate the Station.

         6.2  Authorization  and  Binding  Obligation.  Buyer has all  necessary
corporate  power and authority to enter into and perform this  Agreement and the
transactions  contemplated hereby, and to own or lease the Station Assets and to
carry on the business of the Station upon the  consummation of the  transactions
contemplated by this Agreement.  Buyer's execution,  delivery and performance of
this  Agreement  and the  transactions  contemplated  hereby  have been duly and
validly  authorized  by all necessary  action on its part and,  assuming the due
authorization, execution and delivery of this Agreement by American and American
License,  this Agreement  constitute the valid and binding  obligation of Buyer,
enforceable   against  it  in   accordance   with  its  terms,   except  as  the
enforceability  of this Agreement may be affected by  bankruptcy,  insolvency or
similar laws affecting creditors' rights generally and by judicial discretion in
the enforcement of equitable remedies.

         6.3  Qualification.  Except as set forth on  Schedule  6.3,  to Buyer's
knowledge  Buyer is  legally,  financially  and  otherwise  qualified  to be the
licensee of, acquire,  own and operate the Station under the  Communications Act
of 1934, as amended, and the rules,  regulations and policies of the FCC. Except
as set forth on Schedule 6.3, Buyer knows of no fact that would,  under existing
law and the existing  rules,  regulations,  policies and  procedures  of the FCC
disqualify  Buyer as an  assignee  of the  Station  Licenses or as the owner and
operator of the  Station.  Except as set forth in Schedule  6.3,  subject to the
provisions  of  Section  5.1  hereof,  no  waiver  of any FCC rule or  policy is
necessary to be obtained for the grant of the  application for the assignment of
the Station Licenses to Buyer.

         6.4 Absence of Conflicting Agreements or Required Consents.  Except for
applicable  requirements  of the HSR Act and  subject to the  receipt of the FCC
Consent, the execution,  delivery and performance by Buyer of this Agreement and
the documents  contemplated  hereby:  (a) do not conflict with the provisions of
the  articles  of  incorporation  or code of  regulations  of Buyer;  (b) do not
require the  consent of any third  party  (including,  without  limitation,  the
consent of any governmental,  regulatory,  administrative or similar authority);
(c) do not violate any applicable  law,  judgment,  order,  injunction,  decree,
rule,  regulation  or ruling of any  governmental  authority  to which  Buyer is
bound;  and (d) do not, either alone or with the giving of notice or the passage
of time, or both, conflict with, constitute grounds for termination of or result
in a breach of the terms,  conditions or provisions  of, or constitute a default
under, any agreement, instrument, license or permit to which Buyer is subject.


                                        9

<PAGE>



         6.5  Litigation.   Except  for  FCC  rulemaking  proceedings  generally
affecting the radio broadcasting  industry and not particular to Buyer, there is
no claim,  litigation,  proceeding or  investigation  pending or, to the best of
Buyer's knowledge, threatened against Buyer, which could reasonably be expected,
in any  material  respect,  to impair or hinder  Buyer's  ability to perform its
obligations pursuant to this Agreement and the documents contemplated hereby.

         6.6  Compliance  With Laws.  Buyer is in  compliance  with all federal,
state and local laws,  rules,  regulations  and ordinances  applicable to Buyer,
except for any  noncompliance  by Buyer  that would not have a material  adverse
effect on Buyer's ability to perform its obligations  pursuant to this Agreement
and the documents contemplated hereby.

         6.7  Commissions  or  Finder's  Fees.  Neither  Buyer nor any person or
entity acting on behalf of Buyer has agreed to pay a commission, finder's fee or
similar  payment in connection  with this Agreement or any matter related hereto
to any person or entity.

         6.8  Availability  of Funds.  Buyer will have  available on the Closing
Date sufficient funds to enable it to consummate the  transactions  contemplated
hereby.

                                    ARTICLE 7
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Each  of   American   and   American   License   makes  to  Buyer   the
representations  and  warranties  as set forth below in this  Article 7, each of
which is true and  correct on the date  hereof  and shall  survive  the  Closing
subject to the limitations provided for herein; provided however, that American,
American  License and Buyer have entered into the Time  Brokerage  Agreement and
such parties  understand that any (i) actions or omissions to act taken by Buyer
(or any assignee or Affiliate of Buyer),  including actions or omissions arising
out of or  related  to the Time  Brokerage  Agreement;  (ii)  changes  in market
conditions in the radio broadcasting  industry in San Jose, California following
the Effective  Date;  (iii) factors  affecting the radio  broadcasting  industry
generally following the Effective Date; or (iv) general,  national,  regional or
local   economic  or  financial   conditions   following  the   Effective   Date
(collectively,  "TBA  Events");  which would cause any of American's or American
License's  representations  and warranties to be untrue,  shall not be deemed to
result in a breach or inaccuracy of such representations or warranties:

         7.1 Organization and Standing. Each of American and American License is
a corporation  duly organized,  validly  existing and in good standing under the
laws of the State of Delaware,  is  authorized  to conduct  business  within the
State of California and has the requisite  corporate power and authority to own,
lease and operate the Station Assets and to carry on the business of the Station
as now being conducted and as proposed to be conducted  between the date of this
Agreement and the Closing Date.

         7.2 Authorization and Binding Obligation. Each of American and American
License  has the  requisite  corporate  power and  authority  to enter  into and
perform this Agreement and to consummate the transactions  contemplated  hereby.
American's and American License's execution,


                                       10

<PAGE>



delivery and performance of this Agreement and the documents contemplated hereby
has been duly authorized by all necessary corporate action on the part of Seller
and, assuming the due authorization, execution and delivery of this Agreement by
Buyer,  this Agreement  constitutes the valid and binding  obligation of each of
American and American  License  enforceable  against each in accordance with its
terms,  except  as the  enforceability  of this  Agreement  may be  affected  by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
by judicial discretion in the enforcement of equitable remedies.

         7.3 Absence of Conflicting Agreements or Required Consents.  Except for
applicable  requirements  of the HSR Act and  subject to the  receipt of the FCC
Consent,  and  except as set forth in  Article 5 with  respect  to  governmental
consents  and in  Schedule  7.8 or  Schedule  7.9(a)  with  respect to  consents
required in connection with the assignment of certain Contracts,  the execution,
delivery  and  performance  by  Seller  of  this  Agreement  and  the  documents
contemplated  hereby:  (a)  do not  require  the  consent  of  any  third  party
(including,  without  limitation,  the consent of any governmental,  regulatory,
administrative  or  similar  authority);  (b) do not  conflict  in any  material
respect  with  the  provisions  of each of  American's  and  American  License's
certificate of incorporation and bylaws (or other charter documents); (c) do not
violate  any  applicable  law,  judgment,   order,  injunction,   decree,  rule,
regulation or ruling of any governmental authority to which Seller or any of the
Station  Assets are bound;  (d) do not either alone or with the giving of notice
or the  passage  of  time,  or  both,  conflict  with,  constitute  grounds  for
termination of or result in a breach of the terms,  conditions or provisions of,
or constitute a default under, any Contract, agreement,  instrument,  license or
permit to which  Seller or any of the Station  Assets is subject;  and (e) other
than Permitted Liens, will not result in the creation of any Liens on any of the
Station  Assets.  For purposes of this  Agreement,  "Permitted  Liens" means (a)
liens for taxes not yet due and payable;  (b) statutory  liens that were created
in the ordinary course of business for amounts not delinquent;  (c) restrictions
or rights granted to governmental  authorities under applicable law; (d) zoning,
building or similar  restrictions  relating to or  affecting  property;  (e) all
matters of record disclosed on Schedule 7.8 as "continuing," including leasehold
interests in real  property  owned by others and  operating  leases for personal
property  and leased  interests  in property  leased to others;  (f)(1) liens or
encumbrances  on the real  property  listed in Schedule 7.8  currently of record
(excluding,  however, any mortgage, deed to secure debt, deed of trust, security
agreement,  judgment,  lien or  statutory  claim of any  nature,  Seller  hereby
agreeing to pay and satisfy of record any such title  defect or  exception)  and
(2)  other  Liens  on the  real  property  listed  in  Schedule  7.8 that do not
materially  affect the current use and enjoyment thereof in the operation of the
Station Assets as presently operated; and (g) the Assumed Liabilities.

         7.4      Government Authorizations.

                  7.4.1 Schedule 7.4 hereto contains a true and complete list of
the Station Licenses and other licenses,  permits or other  authorizations  from
governmental  and  regulatory  authorities  which are  required  for the  lawful
conduct of the business and  operations  of the Station in the manner and to the
extent they are presently conducted  (including,  without limitation,  auxiliary
licenses  associated  with the Station).  Seller has delivered to Buyer true and
complete  copies of the Station  Licenses  and the other  licenses,  permits and
authorizations  listed in Schedule  7.4,  including any and all  amendments  and
other modifications thereto.



                                       11

<PAGE>



                  7.4.2 American  License is the authorized  legal holder of the
Station Licenses and the other licenses,  permits and  authorizations  listed in
Schedule 7.4,  which are in full force and effect,  and none of which is subject
to any  restrictions or conditions  which would be reasonably  expected to limit
the operation of the Station as now operated.

                  7.4.3  Except as set forth in  Schedule  7.4,  and  except for
investigations or other proceedings  affecting the radio  broadcasting  industry
generally  and  not   particular  to  Seller  or  the  Station,   there  are  no
applications,  complaints,  petitions  or  proceedings  pending  or, to Seller's
knowledge,  threatened  as of the  date  hereof  before  the  FCC  or any  other
governmental or regulatory  authority  relating to the business or operations of
the  Station  that  would  reasonably  be  expected  to (a) impair or hinder the
ability of Seller to perform its obligations  under this Agreement or (b) affect
the business or operations of the Station.  The operations of the Station are in
accordance with the Station Licenses and the underlying construction permits and
the other licenses, permits and authorizations listed in Schedule 7.4. Except as
set forth on Schedule 7.4, to Seller's knowledge,  no proceedings are pending or
threatened,  and there  has not been any act or  omission  of  Seller  which may
reasonably  be  expected  to result  in the  revocation,  adverse  modification,
non-renewal or suspension of the Station Licenses or the other licenses, permits
and   authorizations   listed  in  Schedule  7.4,  the  denial  of  any  pending
applications,  the issuance of any cease and desist order, the imposition of any
administrative  actions  by the  FCC or any  other  governmental  or  regulatory
authority with respect to the Station  Licenses or the other  licenses,  permits
and authorizations  listed in Schedule 7.4 or which would reasonably be expected
to affect Buyer's  ability to continue to operate the Station as it is currently
operated.

                  7.4.4  Except as set forth on  Schedule  7.4,  the  Station is
licensed by the FCC to operate and is operating with the  facilities  designated
in its Station Licenses.

         7.4.5 Except as set forth on Schedule  7.4, to Seller's  knowledge  the
Station is not causing  objectionable  interference to the  transmissions of any
other broadcast station or communications  facility nor has the Station received
any  complaints  with respect  thereto.  Except as set forth on Schedule 7.4, to
Seller's  knowledge,  no other broadcast station or  communications  facility is
causing  objectionable  interference  to  transmissions  of the  Station  or the
public's reception of such transmissions.

                  7.4.6 All material reports,  forms, and statements required to
be  filed  by  Seller  with  the FCC  with  respect  to the  Station  since  the
acquisition  of the  Station  by Seller  have been  filed and are  substantially
complete and accurate.

                  7.4.7 Except as set forth on Schedule 7.4, to the knowledge of
Seller, there are no facts, conditions or events relating to Seller which, under
the  Communications  Act  of  1934,  as  amended,  or  the  existing  rules  and
regulations of the FCC,  would  disqualify  American  License as assignor of the
Station Licenses or cause the Station  Licenses and the other licenses,  permits
and  authorizations  listed in Schedule 7.4 not to be renewed in their  ordinary
course.



                                       12

<PAGE>



                  7.4.8 The  operation  of the  Station  and all of the  Station
Assets are in compliance in all respects with ANSI Radiation  Standards  C95.1 -
1992.

         7.5 Compliance with FCC  Regulations.  The operation of the Station and
all of the Station Assets are in compliance with: (a) all applicable engineering
standards  required  to be met under  applicable  FCC  rules;  and (b) all other
applicable  federal,  state  and  local  rules,  regulations,  requirements  and
policies,  including,  but not limited to, equal employment opportunity policies
of the FCC, and all applicable painting and lighting requirements of the FCC and
the  Federal  Aviation  Administration  to the extent  required  to be met under
applicable  FCC rules and  regulations,  and to the best of Seller's  knowledge,
there are no existing claims to the contrary.

         7.6 Taxes.  Except  where the failure to file,  pay or accrue any taxes
does  not  result  in a Lien  on the  Station  Assets  or in the  imposition  of
transferee  or other  liability  on Buyer for the  payment of taxes,  Seller has
filed all federal,  state,  local and foreign  income,  franchise,  sales,  use,
property,  excise,  payroll and other tax returns required by law to be filed by
it and  has  properly  accrued  or  paid in full  all  taxes,  estimated  taxes,
interest, assessments, and penalties due and payable by it. There are no present
disputes  as to taxes of any nature  payable by Seller  which in any event could
adversely  affect the Station  Assets or the  operation of the Station by Buyer,
and Seller has not been advised that any of its returns,  federal,  state, local
or foreign, have been or are being audited.  Seller does not have any liability,
fixed or  contingent,  for any  unpaid  federal,  state or local  taxes or other
governmental or regulatory  charges  whatsoever  (including  without  limitation
withholding  and payroll  taxes)  which could result in any Liens on the Station
Assets  after  conveyance  thereof to Buyer or in any other  form of  transferee
liability to Buyer, except for Permitted Liens.

         7.7  Personal  Property.  Schedule  7.7  hereto  contains a list of all
material  items of tangible  personal  property  included in the Station  Assets
owned by Seller and used in the conduct of the  business and  operations  of the
Station.  Schedule  7.7 also  separately  lists any material  tangible  personal
property  leased by Seller  pursuant to leases  included  within the  Contracts.
Except as disclosed in Schedule 7.7, Seller has good title to all of the Station
Assets  (other than those  subject to lease) and none of the  Station  Assets is
subject  to any  Liens  or  title  defects,  except  for  Permitted  Liens.  The
properties listed in Schedule 7.7,  including those properties  subject to lease
and included among the  Contracts,  constitute  all tangible  personal  property
necessary to operate the Station as the same is now being operated. All items of
tangible  personal property included in the Station Assets are in good operating
condition  and  repair,  are free from all  material  defect  and damage and are
suitable  for the  purposes  for which they are now being used (given the age of
such  property and the use to which such  property is put, and ordinary wear and
tear excepted).

         7.8      Real Property.

                  7.8.1  Schedule  7.8 hereto  contains a complete  and accurate
list and description of all real property  (including without  limitation,  real
property relating to the towers,  transmitters,  studio sites and offices of the
Station)  not  owned  by  Seller  and  used by  Seller  in  connection  with the
operations of the Station  pursuant to  agreements,  leases and other  contracts
(the "Real Estate Con-


                                       13
<PAGE>

tracts"). Seller owns no real estate used or held for use in connection with the
operation of the Station.

                  7.8.2  Except as set forth on  Schedule  7.8,  the Real Estate
Contracts  listed on  Schedule  7.8 and  Schedule  7.9(a)  are in full force and
effect and are valid,  binding and  enforceable  in accordance  with their terms
subject,  if Seller has no knowledge of the  following,  to: (a) the  assumption
that the contracting parties (other than Seller) had the authority to enter into
the Real Estate  Contracts,  (b) relief  resulting from  bankruptcy or equitable
principles,  or (c) unenforceability of non-material provisions contained in the
Real Estate  Contracts.  Seller  enjoys quiet  possession  of all real  property
subject to the Real Estate  Contracts.  Seller is not in default  under any Real
Estate  Contract nor, to Seller's  knowledge,  is any other party  thereto,  and
except as set forth in  Schedule  7.8,  there are no present  disputes or claims
with respect to offsets or defenses by any party  against the other under any of
the Real  Estate  Contracts.  Seller has  delivered  to Buyer true and  complete
copies of all Real Estate  Contracts.  Except as expressly set forth in Schedule
7.8 hereto, the assignment of the Real Estate Contracts to Buyer will not permit
the  other  party  to  accelerate  the  rent,  cause  the  terms  thereof  to be
renegotiated  or  constitute  a default  thereunder,  and will not  require  the
consent of any such party to the assignment thereof to Buyer.

                  7.8.3 Seller has previously delivered to Buyer: (a) a complete
and correct copy of each title insurance policy in Seller's possession,  if any,
insuring title to the real estate subject to the Real Estate Contracts;  and (b)
a true and correct  copy of each survey in Seller's  possession,  if any, of the
real estate subject to the Real Estate Contracts.

                  7.8.4 Seller has full legal and practical access to all of the
real  property  described  in  Schedule  7.8 and,  to  Seller's  knowledge,  all
easements,  rights of way, and real property licenses relating thereto have been
properly recorded in the appropriate public recording  offices.  The real estate
subject to the Real Estate Contracts includes all the real property,  easements,
rights of way,  and other real  property  interests  necessary  to  conduct  the
business and operations of the Station as now conducted.  To Seller's knowledge,
none of the buildings,  structures,  improvements or fixtures constructed on any
real estate subject to the Real Estate Contracts, including, but not limited to,
all  towers,  guy  wires and guy  anchors  and  ground  radials,  encroach  upon
adjoining real property,  and all such buildings,  structures,  improvements and
fixtures are constructed and are operated and used in conformance  with all "set
back" lines,  easements,  covenants,  restrictions and all applicable  building,
fire,  zoning,  health and safety  laws and codes.  To  Seller's  knowledge,  no
utility lines serving the real estate subject to the Real Estate  Contracts pass
over the lands of a third party except  where  appropriate  easements  have been
obtained. All buildings, structures, towers, antennae, improvements and fixtures
comprising  part of the real  properties  leased by Seller and used by Seller in
the  operation of the Station are in good  operating  condition,  have no latent
structural mechanical or other defects of material significance,  are reasonably
suitable  for the  purposes  for which they are being used and each has adequate
rights of ingress and egress,  utility  service for water and sewer,  telephone,
electric  and/or gas, and  sanitary  service for the conduct of the business and
operations  of the  Station  as  presently  conducted  (ordinary  wear  and tear
excepted).  There is no  pending  or, to the  knowledge  of  Seller,  threatened
condemnation  or other legal  proceeding  or action of any kind  relating to the
real estate subject to the Real Estate Contracts and/or title thereto.


                                       14

<PAGE>



         7.9  Contracts.  Schedule  7.9(a) lists all  Contracts  relating to the
Station or the Station  Assets to which Seller is a party,  or which are binding
on Seller,  as of the date of this Agreement,  except (a) Time Sales  Agreements
and (b) oral  employment  contracts  terminable at will without penalty or other
obligation.  Those Contracts,  if any, requiring the consent of a third party to
assignment  are  identified  with an  asterisk  in  Schedule  7.9(a).  Except as
specifically  described  on Schedule  7.9(a),  Seller has not  entered  into any
arrangements  with  ASCAP,  BMI,  radio  representatives,  vendors  of goods and
services or any other  entities  pursuant to which Seller  enjoys a  significant
discount or other significant benefit. Those Contracts,  if any, that Seller and
Buyer have agreed are material to the  operation  of the Station  Assets and the
valid assignment of which is a condition to the consummation of the transactions
contemplated hereby (the "Material Contracts") are listed on Schedule 7.9(b).

         7.10 Status of Contracts,  etc.  Seller has delivered to Buyer true and
complete copies of all written Contracts,  and true and complete descriptions of
all oral Contracts  (except oral  employment  contracts  which are terminable at
will), and any and all amendments and other  modifications  thereto.  All of the
Contracts are in full force and effect and are valid, binding and enforceable in
accordance  with their  respective  terms,  except as limited by laws  affecting
creditors' rights or equitable  principles  generally.  Seller has complied with
all  written and oral  Contracts,  and is not in default  beyond any  applicable
grace periods under any thereof and, to Seller's knowledge, no other contracting
party is in default under any thereof.

         7.11  Environmental.  Except as set forth in Schedule 7.11,  Seller has
complied  with all  federal,  state  and  local  environmental  laws,  rules and
regulations  as in effect on the date hereof  applicable  to the Station and its
operations,  including  but not  limited to the FCC's  guidelines  regarding  RF
radiation.  Except  as set  forth in  Schedule  7.11,  the  technical  equipment
included  in the  Station  Assets  does not  contain a level of PCBs which would
result in the violation of any Environmental  Laws. No hazardous or toxic waste,
substance,  material or pollutant  (as those or similar  terms are defined under
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, as amended,  42 U.S.C.  ss.ss. 9601 et seq., Toxic Substances Control Act,
15 U.S.C.  ss.ss.  2601 et seq., the Resource  Conservation  and Recovery Act of
1976, 42 U.S.C. ss.ss. 6901 et seq. or any other applicable  federal,  state and
local environmental law, statute, ordinance, order, judgment, rule or regulation
relating to the  environment or the  protection of human health  ("Environmental
Laws")),  including  but not  limited  to,  any  asbestos  or  asbestos  related
products,  oils or  petroleum-derived  compounds,  CFCs,  PCBs,  or  underground
storage  tanks,  have been  released,  emitted  or  discharged  by Seller or are
currently located in, on, under, or about the real property on which the Station
Assets are  situated,  including  the  transmitter  sites,  or  contained in the
tangible  personal property included in the Station Assets which would result in
the violation of any  Environmental  Laws.  The Station  Assets and Seller's use
thereof are not in  violation  of any  Environmental  Laws or any  occupational,
safety and health or other applicable law now in effect.

         7.12 Intellectual Property. Schedule 7.12 hereto is a true and complete
list of all  Intellectual  Property  applied for,  registered  or issued to, and
owned by Seller or under  which  Seller is a  licensee  and which is used in the
conduct of the Seller's  business and  operations of the Station,  and except as
set forth on  Schedule  7.12:  (a)  Seller's  right,  title and  interest in the
Intellectual


                                       15

<PAGE>



Property as owner or licensee,  as  applicable,  is free and clear of all Liens,
except for Permitted Liens and, to the extent any of the  Intellectual  Property
is licensed to Seller,  such interest is valid and  uncontested  by the licensor
thereof or any third party; (b) all computer software located at any of Seller's
premises or used in Seller's  business or  operations or the Station is properly
licensed  to Seller,  and all of Seller's  uses of such  computer  software  are
authorized under such licenses; (c) all of Seller's right, title and interest in
and to the  Intellectual  Property and computer  software shall be assignable to
Buyer  at  Closing;  and  (d)  are no  infringements  or  unlawful  use of  such
Intellectual  Property.  Other than with respect to matters generally  affecting
the radio  broadcasting  industry and not  particular  to Seller,  except as set
forth on Schedule  7.12,  Seller has not received any notice or demand  alleging
that Seller is  infringing  upon any  trademarks,  trade names,  service  marks,
service names,  copyrights or similar  Intellectual  Property owned by any third
party.

         7.13  Financial  Statements.  Set forth in Schedule  7.13 are  complete
copies  unaudited  (i) monthly  profit and loss  statements  of the Station from
August 1, 1996 through August 31, 1997 ("Seller Financial Statements"),  and the
financial  statements  in Seller's  possession  relating to all periods prior to
August 1, 1996 (the  "Prior  Financial  Statements,"  together  with the  Seller
Financial  Statements,   the  "Financial  Statements").   The  Seller  Financial
Statements are (and the Interim Financial  Statements (as hereinafter defined in
Section 9.1.8) provided pursuant to the terms hereof will be) true,  correct and
complete  and have been (and in the case of the  Interim  Financial  Statements,
will be) prepared in accordance with the books and records of Seller. The Seller
Financial Statements present (and the Interim Financial Statements will present)
fairly the cash flow of the  Station for the periods  indicated.  The  financial
information  within the Seller  Financial  Statements  does not include (and the
financial  information to be within the Interim  Financial  Statements  will not
include) financial  information unrelated to the operations of the Station. None
of the  Seller  Financial  Statements  understates  (and  none  of  the  Interim
Financial  Statements will understate) the true costs and expenses of conducting
the business and operations of the Station, fails (or will fail) to disclose any
material  liability,  or inflates (or will  inflate) the revenues of the Station
for any reason.  August 31, 1997 is  hereinafter  referred to as the  "Financial
Statement Date."

         7.14     Personnel Information.

                  7.14.1  Schedule 7.14 contains a true and complete list of all
persons  employed at the  Station,  including  date of hire,  a  description  of
material compensation  arrangements (other than employee benefit plans set forth
in Schedule 7.17) and a list of other terms of any and all agreements  affecting
such persons and their employment by Seller. Seller has received no notice that,
and Seller is not aware of, any employee who shall or is likely to terminate his
or her  employment  relationship  with the Station  upon the  execution  of this
Agreement or after the Closing.

                  7.14.2 Seller is not a party to any contract or agreement with
any labor  organization,  nor has Seller  agreed to recognize any union or other
collective  bargaining  unit, nor has any union or other  collective  bargaining
unit been  certified as  representing  any  employees of Seller  employed at the
Station.  Seller has no knowledge of any  organizational  effort currently being
made or  threatened by or on behalf of any labor union with respect to employees
of Seller.



                                       16

<PAGE>



                  7.14.3  Except as  disclosed  in  Schedule  7.14,  Seller  has
complied  with all laws  relating  to the  employment  of labor at the  Station,
including,  without  limitation,  the Employee Retirement Income Security Act of
1974, as amended ("ERISA"),  and those laws relating to wages, hours, collective
bargaining,  unemployment  insurance,  workers'  compensation,  equal employment
opportunity and payment and withholding of taxes.

         7.15  Litigation.  Except as set forth in Schedule  7.15 and except for
any FCC  rulemaking  proceedings  generally  affecting  the  radio  broadcasting
industry  generally  and not  particular  to Seller,  the Station or the Station
Assets, Seller is not subject to any judgment,  award, order, writ,  injunction,
arbitration  decision or decree  relating to the conduct of the  business or the
operation  of the Station or any of the Station  Assets.  Except as set forth in
Schedule 7.15 and except for any FCC rulemaking  proceedings generally affecting
the radio broadcasting industry generally and not particular to Seller, there is
no litigation,  administrative action, arbitration,  proceeding or investigation
pending or, to the knowledge of Seller,  threatened  against Seller, the Station
or the  Station  Assets in any  federal,  state or local  court,  or before  any
administrative  agency  or  arbitrator  (including,   without  limitation,   any
proceeding  which seeks the forfeiture of, or opposes the renewal of, any of the
Station  Licenses),  or before any other  tribunal  duly  authorized  to resolve
disputes which would  reasonably be expected to adversely  impair the ability of
Seller  to  perform  its  obligations  under  this  Agreement  or the  documents
contemplated  hereby,  or  adversely  affect the business or  operations  of the
Station.

         7.16 Compliance With Laws. Except as set forth in Schedule 7.16, Seller
is in compliance with all federal, state and local laws, rules,  regulations and
ordinances  applicable to Seller, the Station and the Station Assets, except for
any  noncompliance  by Seller that would not have an adverse  effect on Seller's
ability to perform its  obligations  pursuant to this Agreement or the documents
contemplated  hereby.  Except  as set forth in  Schedule  7.16,  Seller  has not
received any notice  asserting any  non-compliance  by it in connection with the
operation of the Station or use or ownership of any of the Station  Assets with,
any applicable  statute,  rule or regulation,  whether federal,  state or local.
Seller is not in default  with respect to any  judgment,  order,  injunction  or
decree of any court,  administrative  agency or other governmental  authority or
any other  tribunal  duly  authorized  to resolve  disputes  which relate to the
transactions contemplated hereby.

         7.17 Employee Benefit Plans. Schedule 7.17 contains a true and complete
list as of the date of this Agreement of all employee  benefit plans  applicable
to the employees of Seller employed at the Station. Seller does not maintain any
other  employee  benefit  plan as the term is  defined  in  Section  3(3) of the
Employee  Retirement Income Security Act of 1974, as amended,  applicable to the
employees of Seller employed at the Station.

         7.18  Commissions or Finder's Fees.  Neither Seller,  nor any person or
entity acting on behalf of Seller, has agreed to pay a commission,  finder's fee
or similar  payment in  connection  with this  Agreement  or any matter  related
hereto to any person or entity.

         7.19 Conduct of Business in Ordinary Course:  Adverse Change. Except as
set forth on Schedule 7.19,  since the Financial  Statement  Date: (i) except as
otherwise permitted under this


                                       17

<PAGE>



Agreement, Seller has conducted the business of the Station only in the ordinary
course  consistent  with past  practices;  (ii) there has not been any  material
adverse change in the business,  assets,  properties or condition  (financial or
otherwise) of Seller or the Station  unless caused due to the  occurrence of any
TBA  Events;  (iii) no damage,  destruction  or loss of the  Station  Assets has
occurred that  interferes in any material  respect with the normal  operation of
the Station except as contemplated by Section  17.1(b);  and (iv) Seller has not
created, assumed, or suffered any Liens on any of the Station Assets, except for
those in existence on the date of this  Agreement  and disclosed in Schedule 7.7
or Schedule 7.8 and Permitted Liens.

         7.20  Instruments  of  Conveyance;  Good Title.  The  instruments to be
executed by Seller and delivered to Buyer at the Closing,  conveying the Station
Assets to Buyer,  will transfer good title to the Station  Assets free and clear
of  all  liabilities   (absolute  or  contingent),   Liens,   except  for  liens
attributable  to taxes not yet due and payable as of the Closing Date (and which
will be subject to the proration described in Section 3.3), Permitted Liens, and
the Assumed Liabilities.

         7.21 Undisclosed Liabilities. No liability or obligation of any nature,
whether  accrued,  absolute,  contingent or otherwise,  relating to Seller,  the
Station or the Station  Assets exists which could,  after the Closing  result in
any form of transferee  liability against Buyer or subject the Station Assets to
any Liens or otherwise affect the full, free and unencumbered use of the Station
Assets by Buyer, except for Permitted Liens.

         7.22 Full  Disclosure.  No  representation  or warranty  made by Seller
contained  in this  Agreement  or any  Exhibit or  Schedule  hereto or any other
document referenced in the representations and warranties of Seller hereunder as
having been provided to Buyer pursuant to such representations and warranties or
delivered pursuant to the covenants of Seller hereunder contains or will contain
any  untrue  statement  of a material  fact,  or omits or will omit to state any
material  fact required to make any statement  contained  herein or therein,  in
light of the circumstances under which they were made, not misleading. Seller is
not aware of any impending or contemplated  event or occurrence that would cause
any of the foregoing  representations not to be true and complete on the date of
such event or occurrence as if made on that date.

         7.23  Insurance.  Seller now has in force  adequate fire and other risk
insurance  covering the full  replacement  value of the Station Assets and shall
cause such  insurance  to be  maintained  in full force until the Closing  Date.
Seller  also shall  maintain  in full force  until the  Closing  Date,  adequate
general  public  liability  insurance in amounts  consistent  with  broadcasting
industry  standards for similar  stations.  None of the Station Assets have been
materially  and  adversely  affected in any way as a result of fire,  explosion,
earthquake,  accident,  fraud, rain, storm, drought,  riot, Act of God or public
enemy or any other casualty, whether or not covered by insurance.

                                    ********

         Whenever in this Article 7 a warranty or representation is qualified by
a word or phrase referring to Seller's  knowledge,  it shall mean to the best of
such party's  actual  knowledge  after having made due inquiry of the directors,
officers, employees, representatives and agents of Seller


                                       18

<PAGE>



who would be expected to have  knowledge of the matter,  and with respect to the
condition  of any  Station  Assets,  records  or other  object,  if such  person
inspected it.


                                    ARTICLE 8
                               COVENANTS OF BUYER

         8.1 Closing.  Subject to Article 11 hereof,  on the Closing Date, Buyer
shall  purchase  the Station  Assets from Seller as provided in Article 1 hereof
and shall  assume the  Assumed  Liabilities  of Seller as  provided in Article 2
hereof.

         8.2  Notification.  Buyer will provide  Seller prompt written notice of
any  change  in any of the  information  contained  in the  representations  and
warranties  made in Article 6. Buyer shall also notify Seller of any litigation,
arbitration  or  administrative   proceeding   pending  or,  to  its  knowledge,
threatened against Buyer which challenges the transactions contemplated hereby.

         8.3 No Inconsistent  Action.  Buyer shall not take any action which (i)
is materially inconsistent with its obligations under this Agreement, (ii) would
cause any  representation  or warranty of Buyer contained herein to be or become
false or invalid,  or (iii) could unreasonably  hinder or delay the consummation
of the transactions contemplated by this Agreement.

         8.4  Accounts   Receivable.   Buyer   acknowledges  that  all  accounts
receivable arising prior to the Closing Date in connection with the operation of
the Station,  including but not limited to accounts  receivable for  advertising
revenues for programs and announcements  performed prior to the Closing Date and
other broadcast revenues for services performed prior to the Closing Date, shall
remain the property of Seller (the "Seller Accounts  Receivable") and that Buyer
shall not acquire any  beneficial  right or interest  therein or  responsibility
therefor.  For a period of ninety (90) days from the Closing  Date  ("Collection
Period"),  Buyer agrees to use commercially  reasonable efforts to assist Seller
in  collection  of the Seller  Accounts  Receivable  in the normal and  ordinary
course of Buyer's  business  and will apply all such  amounts  collected  to the
debtor's  oldest  account  receivable  first,  except  that  any  such  accounts
collected by Buyer from persons who are also indebted to Buyer may be applied to
Buyer's  account if so  directed  by the debtor if there is a bona fide  dispute
between Seller and such account debtor with respect to such account and in which
case  the  Buyer  shall  notify  the  Seller  of such  dispute  and  after  such
notification  Seller shall have the right to pursue  collection  of such account
and to avail itself of all legal remedies  available to it.  Buyer's  obligation
and authority shall not extend to the  institution of litigation,  employment of
counsel or a collection agency or any other  extraordinary  means of collection.
During the Collection  Period,  neither Seller,  nor its agents,  shall make any
direct  solicitation of any account debtor for collection  purposes or institute
litigation for the collection of amounts due. After the Collection Period, Buyer
agrees to  reasonably  cooperate  with Seller,  at Seller's  expense,  as to any
litigation  or other  collection  efforts  instituted  by Seller to collect  any
delinquent  Seller  Accounts  Receivable.  Any  amounts  relating  to the Seller
Accounts  Receivable  that are paid  directly to the Seller shall be retained by
the Seller (less any commissions and/or other expenses due thereon, which Seller
agrees to timely pay),  but Seller shall provide Buyer with prompt notice of any
such payment. Every thirty (30) days


                                       19

<PAGE>



during the Collection Period,  Buyer shall make a payment to Seller equal to the
amount of all collections of Seller Accounts  Receivable during such thirty (30)
day period less any  commissions  and/or other expenses due thereon (which Buyer
is hereby  directed to pay on Seller's  behalf).  Within fifteen (15) days after
the  end  of  the  90-day  collection  period,  any  remaining  Seller  Accounts
Receivable shall be returned to Seller for collection.


                                    ARTICLE 9
                               COVENANTS OF SELLER

         9.1 Seller's Pre-Closing  Covenants.  Subject to Buyer's time brokering
of the Station  pursuant to the Time Brokerage  Agreement,  Seller covenants and
agrees with respect to the Station that, between the date hereof and the Closing
Date, except as expressly  permitted by this Agreement or with the prior written
consent of Buyer,  Seller shall act in accordance  with the following;  provided
however,  that American,  American License and Buyer acknowledge that concurrent
with the execution of this Agreement  Buyer,  American and American License have
entered into the Time Brokerage  Agreement and such parties  understand that any
TBA Events which would cause any of American's or American  License's  covenants
and  agreements  to be breached by  American or American  License,  shall not be
deemed to result in a breach or  nonperformance of such covenants and agreements
by American or American License:

                  9.1.1 Seller shall conduct the business and  operations of the
Station in the  ordinary  and prudent  course of business  consistent  with past
practice and with the intent of preserving the ongoing  operations and assets of
the Station,  including but not limited to maintaining the independent  identity
of the Station,  retaining the current  format and  programming  (including  the
content thereof) of the Station and using its commercially reasonable efforts to
retain the services of all active employees, consultants and agents.

                  9.1.2  Seller  shall use  commercially  reasonable  efforts to
preserve the  operation of the Station  intact and use  commercially  reasonable
efforts to  preserve  the  business  of the  Station's  advertisers,  customers,
suppliers and others having business  relations with the Station and continue to
conduct  financial  operations  of  the  Station,  including  their  credit  and
collection  and  pricing  policies  and  practices,  in the  ordinary  course of
business consistent with past practices.

                  9.1.3  Seller  shall  operate the  Station in all  respects in
accordance with FCC rules and regulations and the Station  Licenses and with all
other laws, regulations,  rules and orders, and shall not cause or permit by any
act, or failure to act,  any of the Station  Licenses  listed in Schedule 7.4 to
expire, be surrendered,  adversely modified, or otherwise terminated, or the FCC
to  institute  any  proceedings  for  the  suspension,   revocation  or  adverse
modification  of any of the  Station  Licenses,  or fail to  prosecute  with due
diligence any pending applications to the FCC.

                  9.1.4 Should any fact relating to Seller which would cause the
FCC to deny its consent to the transactions  contemplated by this Agreement come
to Seller's  attention,  Seller will promptly  notify Buyer thereof and will use
its commercially reasonable efforts to take such steps


                                       20

<PAGE>



as may be necessary to remove any such  impediment  to the FCC's  consent to the
transactions contemplated by this Agreement.

                  9.1.5  Except as set forth on  Schedule  9.1.5 and in  Section
10.7,  Seller shall not: (a) sell,  lease or dispose of or commit to sell, lease
or dispose of any of the Station Assets, except as permitted pursuant to Section
1.1.2  hereof  and  except  in  connection  with any  American  Sale);  (b) sell
broadcast  time on a prepaid basis (other than in the course of existing  credit
practices);  (c) except as required by applicable  law,  grant or agree to grant
any  general  increases  in the rates of  salaries  or  compensation  payable to
employees  of the  Station;  (d) grant or agree to grant any  specific  bonus or
increase in compensation to any executive or management employee of the Station;
(e) provide for any new pension,  retirement  or other  employment  benefits for
employees of the Station or any increases in any existing benefits;  (f) modify,
change or terminate any Contract;  (g) change the advertising rates in effect as
of the date hereof except in accordance with ordinary course of business pricing
policies;  (h) create,  assume or permit to exist any Liens or rights  affecting
any of the Station  Assets,  except for those in  existence  on the date of this
Agreement  and disclosed in Schedule 7.7 or Schedule 7.8 which shall be released
at Closing,  and Permitted Liens; (i) change the call letters of the Station; or
(j) take any action which would cause any  representation or warranty  contained
herein to be or  become  false or  invalid  or which  could  hinder or delay the
consummation of the transactions contemplated by this Agreement.

                  9.1.6  Except for changes  resulting  from the Time  Brokerage
Agreement, Seller shall provide Buyer prompt written notice of any change in any
of the  information  contained in the  representations  and  warranties  made in
Article 7 or any Schedule.

                  9.1.7 In order  that Buyer may have full  opportunity  to make
such  investigation  as it desires of the affairs of the Station,  including the
right to audit the  Financial  Statements  and Interim  Financial  Statements of
Seller,  Seller  shall  give or cause the  Station  to give  Buyer  and  Buyer's
counsel, accountants, engineers and other representatives, at Buyer's reasonable
request and upon  reasonable  notice,  full and reasonable  access during normal
business  hours to all of  Seller's  personnel,  properties,  books,  Contracts,
reports and records (including,  without limitation,  financial  information and
tax returns relating to the Station,  and environmental audits in existence with
respect to the Station Assets), real estate, buildings and equipment relating to
the  Station  and  to  the  Station's  employees,  and  to  furnish  Buyer  with
information  and copies of all documents and agreements  relating to the Station
and the operation thereof  (including but not limited to financial and operating
data and other  information  concerning  the  financial  condition,  results  of
operations and business of the Station) that Buyer may reasonably  request.  The
rights of Buyer under this Section 9.1.7 shall not be exercised in such a manner
as to interfere unreasonably with the business of the Station. Any investigation
by Buyer in accordance with the foregoing  shall not diminish or negate,  in any
way,  any of the  representations  or  warranties  of  Seller  set forth in this
Agreement or in connection herewith.

                  9.1.8 Until the Effective Date, within thirty (30) days of the
end of each  calendar  month,  Seller  shall  deliver  to Buyer  profit and loss
statements  of Seller  for the month  then  ended  (collectively,  the  "Interim
Financial Statements"). Seller shall also furnish to Buyer any and all


                                       21

<PAGE>



information  customarily  prepared by Seller concerning the financial  condition
and results of operations of the Station.

                  9.1.9  Seller  shall   cooperate  and  shall  permit   Buyer's
independent  accountants  to  prepare,  at Buyer's  expense,  audited  financial
statements for the Station for the most recently completed fiscal year-end.

                  9.1.10 Seller shall use its commercially reasonable efforts to
obtain (i) any third party consents necessary for the assignment of any Contract
(which  shall not require  any  payment to any such third party  except for such
amounts  contemplated  by the Contract to be assigned,  any amount then owing by
Seller to such third  party or the  reasonable  expenses  incurred by such third
party in connection with such assignment),  (ii) Estoppel  Certificates,  in the
form of Exhibit  G, from any and all  lessors  who are party to the Real  Estate
Contracts,  and the tower  lease by and between  the County of Santa  Clara,  as
lessor, and Seller, as lessee (the "Tower Lease"),  and (iii)  Subordination and
Non-Disturbance  Agreement,  if any, in the form of Exhibit H, obtained from all
secured parties and/or mortgage holders with: (a) an interest in the real estate
subject to the Real  Estate  Contracts,  or (b) an  interest  in the Real Estate
Contracts ("SNDA");.

                  9.1.11 Seller shall use its commercially reasonable efforts to
transfer to Buyer any  discounts  or other  benefits  which it enjoys  under any
arrangement as described in Section 7.9 of this Agreement.

                  9.2  Notification.  Seller agrees to notify  Buyer,  and Buyer
agrees  to notify  Seller,  of any  litigation,  arbitration  or  administrative
proceeding  pending  or,  to  the  best  of  its  knowledge,  threatened,  which
challenges the transactions  contemplated  hereby.  Seller shall promptly notify
Buyer  if  any  of  the  normal  broadcast  transmissions  of  the  Station  are
interrupted,  interfered  with or in any way  impaired,  and shall provide Buyer
with  prompt  written  notice of the  problem  and the  measures  being taken to
correct such problem. Notwithstanding anything else contained in this Agreement,
if the Station is not  restored so that  operation  is resumed to full  licensed
power and antenna  height  within  five (5) days of such event,  or if more than
five (5) such events  occur  within any thirty  (30) day period,  or the Station
shall be off the air for more than  seventy-two  (72)  consecutive  hours,  then
Buyer shall have the right to terminate this Agreement, unless such interruption
or impairment of the Station's normal  broadcast  transmissions is a result of a
TBA Event.

         9.3 No Inconsistent  Action.  Seller shall not take any action which is
materially  inconsistent with its obligations under this Agreement,  or take any
action  which would  cause any  representation  or warranty of Seller  contained
herein to be or  become  false or  invalid  or which  could  hinder or delay the
consummation of the transactions contemplated by this Agreement.

         9.4 Closing.  Subject to Article 12 hereof, on the Closing Date, Seller
shall transfer,  convey,  assign and deliver to Buyer the Station Assets and the
Assumed Liabilities as provided in Articles 1 and 2 of this Agreement.



                                       22

<PAGE>



         9.5 Other Items. Except as otherwise specifically  contemplated by this
Agreement,  until the Closing  Date,  Seller shall not: (a) waive or release any
right  relating  to the  business  or  operations  of the  Station,  except  for
adjustments or settlements  made in the ordinary  course of business  consistent
with past practices;  (b) transfer or grant any material rights under any of the
Station  Licenses;  (c) enter into any commitment for capital  expenditures  for
which Buyer would  become  liable  after the  Closing  Date;  (d) subject to the
rights and  obligations  of the parties  set forth in, and actions  taken by the
parties pursuant to the Time Brokerage Agreement, introduce any material changes
in the  broadcast  hours or in the format of the  Station or any other  material
change in the Station's programming policies; and (e) enter into any transaction
or make or enter into any contract or commitment  with respect to the Station or
the  Station  Assets  which by  reason  of its size or  otherwise  is not in the
ordinary course of business consistent with past practices.

         9.6 Exclusivity.  Except for the execution and/or  consummation of that
certain  Agreement and Plan of Merger (the  "American  Sale  Agreement")  by and
among American, Westinghouse Electric Corporation and R Acquisition Corp., dated
as of September 19, 1997 (the "American Sale"),  Seller agrees that,  commencing
on the date hereof through the Closing or earlier termination of this Agreement,
Buyer shall have the exclusive right to consummate the transactions contemplated
herein, and during such exclusive period, Seller agrees that neither Seller, nor
any  officer,  employee  or other  representative  or agent of Seller:  (a) will
initiate,  solicit or encourage,  directly or indirectly,  any inquiries, or the
making or  implementation  of any  proposal  or offer with  respect to a merger,
acquisition, consolidation or similar transaction involving, or any purchase of,
all or any portion of the Station  Assets (any such  inquiry,  proposal or offer
being  hereinafter  referred  to as  an  "Acquisition  Proposal"  and  any  such
transaction being hereinafter referred to as an "Acquisition");  (b) will engage
in any negotiations concerning,  or provide any confidential information or data
to,  or have  any  discussions  with,  any  person  relating  to an  Acquisition
Proposal,  or otherwise facilitate any effort or attempt to make or implement an
Acquisition Proposal; or (c) will continue any existing activities,  discussions
or  negotiations  with any  parties  conducted  heretofore  with  respect to any
Acquisition  Proposal or Acquisition and will take the necessary steps to inform
the individuals or entities  referred to above of the obligations  undertaken by
them in this Section 9.6.


                                   ARTICLE 10
                                 JOINT COVENANTS

         Buyer and Seller hereby covenant and agree that between the date hereof
and the Closing Date, each shall act in accordance with the following:

         10.1     Confidentiality.

                  10.1.1 Subject to the  requirements  of applicable  law, Buyer
and Seller  shall each keep  confidential  all  information  obtained by it with
respect to the other parties  hereto in connection  with this  Agreement and the
negotiations  preceding this Agreement  ("Confidential  Information");  provided
that,  the  parties  hereto may furnish  such  Confidential  Information  to its
employees, agents


                                       23

<PAGE>



and  representatives who need to know such Confidential  Information  (including
its financial and legal  advisers,  its banks and other lenders)  (collectively,
"Representatives").  Each  party  hereto  shall,  and shall  cause  each of such
party's   Representatives  to,  use  the  Confidential   Information  solely  in
connection  with  the  transactions  contemplated  by  this  Agreement.  If  the
transactions  contemplated hereby are not consummated for any reason, each party
shall return to such other party hereto,  without retaining a copy thereof,  any
schedules, documents or other written information obtained from such other party
in connection with this Agreement and the transactions contemplated hereby.

                  10.1.2  Notwithstanding  anything contained in Section 10.1.1,
no party  shall be  required  to keep  confidential  or return any  Confidential
Information  which: (a) is known or available through other lawful sources,  not
bound by a  confidentiality  agreement  with  the  disclosing  party;  (b) is or
becomes  publicly  known through no fault of the receiving  party or its agents;
(c) is required to be disclosed pursuant to an order or request of a judicial or
governmental  authority (provided the disclosing party is given reasonable prior
notice of the order or request  and the  purpose of the  disclosure);  or (d) is
developed  by  the  receiving  party  independently  of  the  disclosure  by the
disclosing party.

                  10.1.3  Notwithstanding  anything  to  the  contrary  in  this
Agreement,  Buyer and its Affiliates shall, and Seller and its Affiliates shall,
in accordance with their respective legal obligations, including but not limited
to  filings  permitted  or  required  by the  Securities  Act of  1933  and  the
Securities  and  Exchange  Act of 1934,  the  NASDAQ  National  Market and other
similar  regulatory  bodies,  make (i) such  press  releases  and  other  public
statements  and  announcements  ("Releases")  as such parties deem necessary and
appropriate in connection with this Agreement and the transactions  contemplated
hereby,  and (ii) any and all  statements  such parties deem to be necessary and
appropriate in any and all filings,  prospectuses  and other similar  documents.
Each party shall use commercially  reasonable efforts to provide the other party
with a copy of any Releases  before any publication of same. The other party may
make comments to the party seeking to make the Release,  provided however,  that
the party  seeking to make the release is not required to  incorporate  any such
comments into the Release.

                  10.1.4 Notwithstanding anything contained in this Agreement to
the contrary, any disclosures of Confidential Information in connection with any
American Sale shall not  constitute a violation by Seller and its  Affiliates of
the provisions of this Agreement.

         10.2 Cooperation.  Subject to express  limitations  contained elsewhere
herein, Buyer and Seller agree to cooperate fully with one another in taking any
reasonable actions (including without  limitation,  reasonable actions to obtain
the required  consent of any  governmental  instrumentality  or any third party)
necessary  or  helpful  to  accomplish  the  transactions  contemplated  by this
Agreement,  including  but not limited to the  satisfaction  of any condition to
closing set forth herein.

         10.3 Control of Station. Subject to the Time Brokerage Agreement, Buyer
shall not, directly or indirectly,  control,  supervise or direct the operations
of the Station prior to the Closing.


                                       24

<PAGE>



Such  operations,  including  complete  control and  supervision  of all Station
programs, employees and policies, shall be the sole responsibility of Seller.

         10.4 Consents to Assignment. To the extent that any Contract identified
in the Schedules is not capable of being sold, assigned, transferred,  delivered
or  subleased  without the waiver or consent of any third  person  (including  a
government  or  governmental  unit),  or if  such  sale,  assignment,  transfer,
delivery  or sublease  or  attempted  sale,  assignment,  transfer,  delivery or
sublease  would  constitute  a  breach  thereof  or a  violation  of any  law or
regulation, this Agreement and any assignment executed pursuant hereto shall not
constitute a sale,  assignment,  transfer,  delivery or sublease or an attempted
sale,  assignment,  transfer,  delivery  or  sublease  thereof.  Subject  to the
provisions of Section 11.6, in those cases where consents, assignments, releases
and/or waivers have not been obtained at or prior to the Closing to the transfer
and  assignment to Buyer of the  Contracts,  this  Agreement and any  assignment
executed  pursuant  hereto,  to the extent permitted by law, shall constitute an
equitable  assignment  by Seller to Buyer of all of Seller's  rights,  benefits,
title and interest in and to the Contracts,  and where necessary or appropriate,
Buyer  shall be  deemed to be  Seller's  agent for the  purpose  of  completing,
fulfilling and discharging all of Seller's rights and liabilities  arising after
the  Closing  Date  under  such  Contracts.  Seller  shall use its  commercially
reasonable  efforts to provide Buyer with the financial and business benefits of
such Contracts (including,  without limitation,  permitting Buyer to enforce any
rights of Seller arising under such  Contracts),  and Buyer shall, to the extent
Buyer is provided with the benefits of such  Contracts,  assume,  perform and in
due course pay and discharge all debts,  obligations  and  liabilities of Seller
under such  Contracts to the extent that Buyer was to assume  those  obligations
pursuant to the terms hereof.

         10.5 Filings.  In addition to the covenants of the parties set forth in
Article 5 hereto,  as  promptly  as  practicable  after  the  execution  of this
Agreement,  Buyer and Seller each shall use its commercially  reasonable efforts
to obtain,  and to cooperate with each other in obtaining,  all  authorizations,
consents,  orders and  approvals of any  governmental  authority  that may be or
become  necessary  in  connection  with  the  consummation  of the  transactions
contemplated by this Agreement,  and to take all reasonable actions to avoid the
entry of any order or  decree  by any  governmental  authority  prohibiting  the
consummation  of  the  transactions   contemplated  hereby,   including  without
limitation,  any reports or notifications  that may be required to be filed with
the FCC or to be filed under the HSR Act with the Federal Trade  Commission  and
the Antitrust  Division of the Department of Justice,  and each shall furnish to
one another all such  information  in its possession as may be necessary for the
completion of the reports or notifications to be filed by the other.

         10.6 Bulk Sales Laws. Buyer hereby waives compliance by Seller with the
provisions  of the "bulk sales" or similar laws of any state.  Seller  agrees to
indemnify  Buyer and hold it harmless  from any and all loss,  cost,  damage and
expense (including but not limited to, reasonable  attorney's fees) sustained by
Buyer as a result of any  failure of Seller to comply  with any "bulk  sales" or
similar laws.

         10.7  Employee  Matters.  The parties  acknowledge  and agree that this
Section 10.7 shall be subject to the rights and  obligations  of the parties set
forth in, and any prior actions taken by the


                                       25

<PAGE>



parties  pursuant to, the Time Brokerage  Agreement.  On the earlier to occur of
the Effective Date and the Closing Date, other than employees listed on Schedule
10.7, Buyer shall offer  employment to all of the Station's  employees listed on
Schedule 7.14, for job responsibilities and compensation generally comparable to
the  employees'  current  positions  as set forth on  Schedule  7.14 (the "Hired
Employees").  In the event the Effective  Date occurs prior to the Closing Date,
Seller shall  continue to employ those  persons  necessary  for Seller to comply
with the  terms of the Time  Brokerage  Agreement  ("Licensee  Employees"),  and
Seller  shall  terminate  all other Hired  Employees as of the  Effective  Date.
Seller shall provide Buyer access to its personnel  records and personnel files,
and shall provide such other information  regarding  Seller's employees as Buyer
may  reasonably  request  prior  to the  Effective  Date of the  Time  Brokerage
Agreement or the Closing Date, as applicable.  Seller shall be  responsible  for
the payment of all compensation  and accrued employee  benefits (except that the
liability with respect to vacation days accrued in calendar year 1997 only which
remain  unused  as of the last day of  employment  with  Seller  ("Accrued  1997
Vacation"),  shall be the  responsibility  of Buyer  and Buyer  shall  receive a
credit to the Purchase  Price for such Accrued 1997  Vacation  when  determining
prorations  pursuant to Section  3.3.1  hereof)  payable to all Hired  Employees
through the earlier to occur of the Effective Date and the Closing Date.  Seller
also  shall be  responsible  for  providing  any notice  required  by the Worker
Adjustment and Retraining  Notification  Act, 29 U.S.C.  ss.2101 et seq., or any
state statute requiring notice to any terminated or laid off employees,  whether
such notice is required to be given before or after the Closing Date.  All Hired
Employees  shall be considered  terminated  employees of Seller and shall not be
entitled to receive from Buyer credit for any accrued  vacation days, sick days,
personal days, paid time off or other such days; provided however,  that (i) all
Hired  Employees  shall  receive  prior  years'  service  credit for purposes of
entitlement to vacation, sick days and other similar days under Buyer's employee
benefit plans, and (ii) all Hired Employees who have 1997 Accrued Vacation shall
be entitled to receive,  in Buyer's  sole  discretion  in order to preserve  the
orderly  operations of the Station  following  the Closing:  (a) payment for all
1997 Accrued Vacation,  (b) days off in calendar year 1997 for such 1997 Accrued
Vacation,  or (c) a  combination  of (a) and (b).  With  respect to group health
coverage,  any  Hired  Employee  and his or her  dependents  who  are  presently
participating  in Seller's  group  health plan shall be entitled to  immediately
participate  in Buyer's  health plan as of the earlier of the Effective Date and
the Closing  Date  without  regard to  preexisting  conditions.  However,  Hired
Employees who are not currently  participating  in Seller's health plan who wish
to join  Buyer's  health  plan,  are subject to the terms and  conditions  under
Buyer's plan with regard to participation, including limits, if any, on coverage
for  preexisting  conditions.  Seller  acknowledges  and agrees that it, and not
Buyer is, and after the earlier to occur of the  Effective  Date and the Closing
Date shall  remain,  solely  responsible  for any and all  wages,  compensation,
commission,  bonuses,  severance pay, insurance,  supplemental pension, deferred
compensation, retirement and any other benefits, premiums and claims (other than
1997  Accrued  Vacation to the extent  Buyer  receives a credit to the  Purchase
Price for such  accrued  vacation),  due, to become due,  committed,  accrued or
otherwise  promised to any person who, as of the Effective  Date (or the Closing
Date,  as  applicable),  is a retiree,  former  employee or current  employee of
Seller,  relating to the period up to and including  the Effective  Date (or the
Closing Date, as applicable).  Buyer, as purchaser of the Station Assets,  shall
assume no employee benefit plans, programs,  policies, or practices,  whether or
not set forth in  writing,  maintained  by Seller at any time.  Seller  shall be
permitted  to (i) enter into  "stay  bonus"  arrangements  and  agreements  with
employees, provided that,


                                       26

<PAGE>



Buyer  assumes  no  liability  for  such   arrangements,   and  (ii)  grant  any
compensation  increases to Station employees not exceeding 5% of each employee's
current  base  compensation.  Except  as set forth on  Schedule  10.7 and if the
Effective  Date occurs prior to the Closing  Date, as of the Closing Buyer shall
offer employment to the Licensee  Employees,  and such Licensee Employees shall,
as of and following the Closing,  be treated in all respects as Hired  Employees
pursuant to this Section 10.7. If the Closing Date occurs prior to the Effective
Date, all employees other than those set forth on Schedule 10.7 shall be treated
as Hired Employees for purposes of this Section 10.7.

         10.8 Tangible Personal Property.  Notwithstanding anything contained in
this  Agreement to the  contrary,  the parties  acknowledge  that  Schedule 7.7,
Schedule 1.2.8,  Schedule 7.9(a) and Schedule 10.7 have not been finalized as of
the date of the execution of this Agreement. Within twenty (20) days immediately
following  the date of this  Agreement,  the  engineers  of Seller and Buyer (or
their designated representatives), respectively, shall, acting reasonably and in
good  faith,  use  commercially  reasonable  efforts to mutually  determine  and
designate the tangible  personal  property to be included in the Station  Assets
and listed on Schedule 7.7, and the tangible  personal  property  which shall be
excluded from the Station Assets and listed on Schedule 1.2.8; provided that, in
making such determinations and designations,  Buyer shall be entitled to (i) all
tangible  personal  property  currently  used  exclusively  with  respect to the
Station  and  (ii)  pursuant  to  arrangements  reasonably  satisfactory  to the
parties,  all other tangible personal property necessary in order to operate the
Station as the Station is currently being operated or tangible personal property
which is comparable in nature and quality.


                                   ARTICLE 11
                         CONDITIONS OF CLOSING BY BUYER

         The  obligations  of Buyer  hereunder  are, at its  option,  subject to
satisfaction,  at or  prior  to  the  Closing  Date  or  such  earlier  date  as
specifically provided below, of each of the following conditions:

         11.1     Representations, Warranties and Covenants.

                  11.1.1 All  representations  and  warranties of Seller made in
this  Agreement  or in any  Exhibit,  Schedule  or document  delivered  pursuant
hereto,  shall be true and  complete  in all  material  respects  as of the date
hereof  and on and as of the  Closing  Date as if  made on and as of that  date,
except for changes (i) expressly  permitted or contemplated by the terms of this
Agreement,  or (ii) occurring after the date of this Agreement which do not have
a material adverse effect on the Station or the Station Assets.

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

                  11.1.3 Buyer shall have  received a  certificate,  dated as of
the Closing Date,  from each of American and American  License,  executed by the
President and Chief Financial Officer of


                                       27

<PAGE>



Seller,  to the effect  that:  (a) except for  changes  expressly  permitted  or
contemplated  by the terms of this Agreement or occurring as a result of Buyer's
actions under the Time Brokerage  Agreement,  the representations and warranties
of Seller  contained  in this  Agreement  are true and  complete in all material
respects  on and as of the Closing  Date as if made on and as of that date;  and
(b) Seller has complied  with or  performed in all material  respects all terms,
covenants  and  conditions to be complied with or performed by it on or prior to
the Closing Date.

         11.2  Governmental  Consents.  The FCC Consent shall have been obtained
and, subject to the provisions of Section 4.1 hereof,  shall have become a Final
Order.

         11.3 Station Licenses  Renewal.  The renewal shall have been granted by
the FCC of the Station  Licenses for a full term to end no earlier than December
1,  2005,  without  condition  materially  adverse  to  Buyer  or any  of  their
respective Affiliates.

         11.4 Governmental Authorizations.  American License shall be the holder
of the Station Licenses and all other licenses, permits and other authorizations
listed in Schedule  7.4, and there shall not have been any adverse  modification
of any of such licenses,  permits and other  authorizations which has an adverse
effect on the Station or the operations  thereof. No proceeding shall be pending
which  reasonably  could be expected to result in the revocation,  cancellation,
failure to renew,  suspension or adverse modification of the Station Licenses or
any other licenses, permits or other authorizations listed in Schedule 7.4.

         11.5  Adverse  Proceedings.  No suit,  action,  claim  or  governmental
proceeding  shall be  pending or  threatened  against,  and no order,  decree or
judgment of any court,  agency or other  governmental  authority shall have been
rendered against,  any party hereto which could reasonably be expected to result
in:  (a)  rendering  it  unlawful,  as  of  the  Closing  Date,  to  effect  the
transactions  contemplated by this Agreement in accordance  with its terms;  (b)
questioning the validity or legality of any transaction contemplated hereby; (c)
seeking to enjoin any  transaction  contemplated  hereby;  (d) seeking  material
damages on account of the consummation of any transaction  contemplated  hereby;
or (e) a petition of  bankruptcy by or against  Seller,  an assignment by Seller
for the benefit of its creditors, or other similar proceeding.

         11.6  Third-Party  Consents.  All Material  Contracts  shall be in full
force and effect on the Closing Date.  Seller shall have obtained and shall have
delivered to Buyer all  third-party  consents to the  assignment of the Material
Contracts.

         11.7 Closing  Documents.  Seller  shall have  delivered or caused to be
delivered to Buyer, on the Closing Date, all deeds, bills of sale, endorsements,
assignments  and  other  instruments  of  conveyance  and  transfer   reasonably
satisfactory  in form and  substance  to Buyer,  effecting  the sale,  transfer,
assignment  and conveyance of the Station  Assets to Buyer,  including,  without
limitation,  each of the documents  required to be delivered by them pursuant to
Article 14.

         11.8 Title Insurance and Surveys.  Within fifteen (15) days of the date
of this  Agreement,  Seller shall  provide  Buyer with access to all  buildings,
structures, improvements and fixtures


                                       28

<PAGE>



comprising  part of the real estate  subject to the Real Estate  Contracts,  and
within  thirty (30) days  following  the date Buyer is given such  access  Buyer
shall  have  received  (at  Buyer's  expense):  (a)  commitments  for ALTA title
insurance  policies with respect to the real property subject to the Real Estate
Contracts  which are in all  material  respects  acceptable  to Buyer in Buyer's
judgment reasonably  exercised,  subject to Permitted Liens (the "Titles");  and
(b)  staked-on-ground  boundary  surveys of the real estate  subject to the Real
Estate Contracts, certified current as of the date of delivery thereof, prepared
by a duly licensed and registered  land surveyor,  and which are in all material
respects acceptable to Buyer in Buyer's judgment reasonably  exercised,  subject
to Permitted Liens (the  "Surveys").  The Titles and the Surveys will be ordered
by the Buyer,  and shall in all  material  respects  be  acceptable  to Buyer in
Buyer's judgment reasonably exercised. Buyer shall pay all costs and expenses of
obtaining the Titles and the Surveys,  including without  limitation,  all title
insurance premiums associated therewith.  The Surveys shall be made and prepared
in accordance with the Minimum  Standard Detail  requirements for ALTA/ACSM Land
Title  Surveys,  jointly  established  and  adopted  by ALTA  and  ACSM in 1986.
Notwithstanding  the above,  if Buyer does not notify Seller within  thirty-five
(35) days following the date Buyer is given access to the real estate subject to
the Real Estate Contracts that the Titles and/or Surveys are not in all material
respects acceptable to Buyer in Buyer's judgment reasonably exercised, then this
condition shall be deemed waived by Buyer.

         11.9  Real  Estate.  Within  fifteen  (15)  days  of the  date  of this
Agreement, Seller shall provide Buyer with access to all buildings,  structures,
improvements and fixtures comprising part of the real estate subject to the Real
Estate Contracts,  and Buyer shall have determined,  in its judgment  reasonably
exercised, that services for utilities,  including without limitation, for water
and sewer service,  telephone service, electric and/or gas service, and sanitary
services are  sufficient in all material  respects to service the current use of
the real  property  subject to the Real Estate  Contracts.  Notwithstanding  the
above,  if Buyer does not notify Seller within ten (10) days  following the date
Buyer is given  access to the real estate  subject to the Real Estate  Contracts
that this condition has not been satisfied,  then this condition shall be deemed
waived by Buyer.

         11.10 Building and Mechanical  Inspection.  Within fifteen (15) days of
the date of this  Agreement,  Seller  shall  provide  Buyer  with  access to all
buildings,  structures,  improvements  and fixtures  comprising part of the real
estate subject to the Real Estate Contracts,  and subsequently  Buyer shall have
ordered and received an inspection report from a reputable engineer,  at Buyer's
sole  expense and in Buyer's sole  discretion,  indicating  that all  buildings,
structures, improvements and fixtures comprising part of the real estate subject
to the Real Estate Contracts are (i) in all material  respects in good operating
condition,  (ii) have no  latent  structural,  mechanical  or other  defects  of
material significance,  (iii) are reasonably suitable for the purposes for which
they are being used,  and (iv) have  reasonably  adequate  rights of ingress and
egress.  Notwithstanding  the above,  if Buyer does not notify Seller within ten
(10) days following the date Buyer is given access to the real estate subject to
the Real Estate Contracts that the inspection report does not meet the standards
set forth in (i) through (iv) above,  then this condition shall be deemed waived
by Buyer.

         11.11 Pre-Merger Notification.  If applicable, any waiting period under
the HSR Act with  respect to the  transactions  contemplated  by this  Agreement
shall have elapsed or been terminated.


                                       29

<PAGE>



         11.12 No Adverse  Change.  No material  adverse  change in condition or
status of the Station or Station Assets shall have occurred, or be threatened or
be reasonably  likely to occur,  unless caused due to the  occurrence of any TBA
Events.

         11.13  KSJO  Tower  Sublease  and KUFX  Studio  Sublease.  Buyer  and a
subsidiary  of Seller  shall have  executed  and  delivered a sublease for tower
space for the  Station in the form of  Exhibit I ("KSJO  Tower  Sublease"),  and
Buyer and Seller shall have  executed and  delivered a sublease for studio space
for KUFX(FM) in the form of Exhibit J ("KUFX Studio Sublease").

         11.14  Time  Brokerage  Agreement.  From the date  hereof  through  the
Closing Date, the Time  Brokerage  Agreement  shall not have been  terminated by
Buyer as  permitted  by the Time  Brokerage  Agreement  as a result of  Seller's
material noncompliance with its obligations under the Time Brokerage Agreement.

         11.15 Tangible Personal Property. Buyer and Seller shall have agreed on
the  determination  and designation of tangible personal property to be included
in, and excluded from, the Station Assets in accordance with Section 10.8.

                                   ARTICLE 12
                         CONDITIONS OF CLOSING BY SELLER

         The  obligations  of Seller  hereunder  are, at its option,  subject to
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

         12.1     Representations, Warranties and Covenants.

                  12.1.1 All  representations  and  warranties  of Buyer made in
this  Agreement  or in any  Exhibit,  Schedule  or document  delivered  pursuant
hereto,  shall be true and  complete  in all  material  respects  as of the date
hereof  and on and as of the  Closing  Date as if  made on and as of that  date,
except for changes  expressly  permitted  or  contemplated  by the terms of this
Agreement.

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

                  12.1.3 Seller shall have received a  certificate,  dated as of
the Closing Date,  executed by an officer of Buyer,  to the effect that: (a) the
representations and warranties of Buyer contained in this Agreement are true and
complete in all  material  respects on and as of the Closing  Date as if made on
and as of that date;  and (b) that Buyer has  complied  with or performed in all
material  respects all terms,  covenants  and  conditions to be complied with or
performed by it on or prior to the Closing Date.

         12.2  Governmental  Consents.  The FCC Consent shall have been obtained
and, subject to the provisions of Section 4.1 hereof,  shall have become a Final
Order.


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<PAGE>



         12.3  Adverse  Proceedings.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no other  decree or  judgment of any
court,  agency or other  governmental  authority  shall have been  rendered (and
remain in effect) against, any party hereto which: (a) would render it unlawful,
as of the  Closing  Date,  to  effect  the  transactions  contemplated  by  this
Agreement in accordance  with its terms;  (b) questions the validity or legality
of any  transaction  contemplated  hereby;  (c) seeks to enjoin any  transaction
contemplated  hereby;  (d) seeks material damages on account of the consummation
of any transaction contemplated hereby; or (e) is a petition of bankruptcy by or
against Buyer, an assignment by Buyer for the benefit of its creditors, or other
similar proceeding.

         12.4 Pre-Merger Notification.  If applicable,  any waiting period under
the HSR Act with  respect to the  transactions  contemplated  by this  Agreement
shall have elapsed or been terminated.

         12.5  Closing  Documents.  Buyer shall have  delivered  or caused to be
delivered to Seller,  on the Closing  Date,  each of the  documents and Purchase
Price required to be delivered by it pursuant to Article 14.


                                   ARTICLE 13
                        TRANSFER TAXES; FEES AND EXPENSES

         13.1  Expenses.  Except as set forth in Section 13.2 and 13.3 hereof or
otherwise  expressly  set forth in this  Agreement,  each party  hereto shall be
solely  responsible for all costs and expenses incurred by it in connection with
the negotiation, preparation and performance of and compliance with the terms of
this  Agreement  including,  but not limited to the costs and expenses  incurred
pursuant to Article 5 hereof and the fees and disbursements of counsel and other
advisors.

         13.2 Transfer Taxes and Similar Charges.  All costs of transferring the
Station  Assets  in  accordance  with  this  Agreement,  including  recordation,
transfer and  documentary  taxes and fees,  and any excise,  sales or use taxes,
shall be paid according to local customs.

         13.3  Governmental  Filing or Grant  Fees.  Any  filing  or grant  fees
imposed by any govern  mental  authority the consent of which or the filing with
which is required for the consummation of the transactions  contemplated  hereby
shall be paid equally by Buyer and Seller.


                                   ARTICLE 14
                      DOCUMENTS TO BE DELIVERED AT CLOSING

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



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<PAGE>



                  14.1.1 Certified  resolutions of American and American License
approving  the  execution and delivery of this  Agreement  and  authorizing  the
consummation of the transactions contemplated hereby;

                  14.1.2 A certificate of American and American  License,  dated
the Closing Date, in the form described in Section 11.1.3;

                  14.1.3  Governmental  certificates  showing that  American and
American  License are each duly  organized  and in good standing in the State of
Delaware,  and  authorized  to do  business  in the  State of  California,  each
certified as of a date not more than ten (10)  business  days before the Closing
Date;

                  14.1.4 Such certificates,  bills of sale, assignments, general
warranty  deeds,  documents  of  title  and  other  instruments  of  conveyance,
assignment and transfer  (including without limitation any necessary consents to
conveyance,  assignment or transfer),  and Lien releases, all in form reasonably
satisfactory  to Buyer and Buyer's  counsel,  as shall be  effective  to vest in
Buyer good title in and to the Station  Assets,  free,  clear and  unencumbered,
except for Permitted Liens.

                  14.1.5 An Assignment and  Assumption  Agreement in the form of
Exhibit C effectuating the assignment and assumption of the Assumed  Liabilities
(the "Assignment and Assumption Agreement").

                  14.1.6 At the time and  place of  Closing,  originals  and all
copies of all program,  operations,  transmission  or  maintenance  logs and all
other records  required to be maintained by the FCC with respect to the Station,
including  the public  files of the  Station,  shall be left at the  Station and
thereby delivered to Buyer;

                  14.1.7 A written  opinion of Seller's  General  Counsel in the
form of Exhibit D, dated as of the Closing Date;

                  14.1.8 A written  opinion of Seller's  FCC counsel in the form
of Exhibit E, dated as of the Closing Date;

                  14.1.9 Estoppel  certificates,  if any,  substantially  in the
form of Exhibit G obtained from the lessors under the Real Estate  Contracts and
under the Tower Lease;

                  14.1.10  SNDA's, if any, in the form of Exhibit H;

                  14.1.11 The KSJO Tower  Sublease,  in the form attached hereto
as Exhibit I

                  14.1.12 The KUFX Studio Sublease,  in the form attached hereto
as Exhibit J; and

                  14.1.13 Such additional  information,  materials,  agreements,
documents and  instruments  as Buyer and its counsel may  reasonably  request in
order to consummate the Closing.


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<PAGE>



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

                  14.2.1  Certified  resolutions  of the Board of  Directors  of
Buyer approving the execution and delivery of this Agreement and authorizing the
consummation of the transactions contemplated hereby;

                  14.2.2 A certificate of Buyer,  dated the Closing Date, in the
form described in Section 12.1.3.

                  14.2.3   The Assignment and Assumption Agreement;

                  14.2.4 A written  opinion  of  Buyer's  counsel in the form of
Exhibit F, dated as of the Closing Date;

                  14.2.5 The KSJO Tower Sublease;

                  14.2.6 The KUFX Studio Sublease;

                  14.2.7 The  Purchase  Price in  accordance  with  Section  3.1
hereof;

                  14.2.8  Such  additional  information,  materials,  agreement,
documents and  instruments as Seller and its counsel may  reasonably  request in
order to consummate the Closing.


                                   ARTICLE 15
                         SURVIVAL; INDEMNIFICATION; ETC.

         15.1 Survival of Representations,  Etc. It is the express intention and
agreement of the parties to this  Agreement  that all covenants  and  agreements
(together,  "Agreements")  and all  representations  and  warranties  (together,
"Warranties")  made by Buyer and  Seller in this  Agreement  shall  survive  the
Closing (regardless of any knowledge,  investigation, audit or inspection at any
time made by or on behalf of Buyer or Seller) as follows:

                  15.1.1 The  Agreements  shall survive the Closing for a period
from the Closing Date equal to the statute of limitations for written  contracts
in California.

                  15.1.2 The  Warranties  in Sections  6.2,  6.6, 7.2, the third
sentence of 7.7, and 7.11 shall survive the Closing without limitation.

                  15.1.3 The Warranties in Section 7.6 or otherwise  relating to
the federal, state, local or foreign tax obligations of Seller shall survive the
Closing  for the  period  of the  applicable  statute  of  limitations  plus any
extensions or waivers granted or imposed with respect thereto.



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<PAGE>



                  15.1.4  All other  Warranties  shall  survive  for a period of
eighteen (18) months from the Closing Date.

                  15.1.5 The right of any party to recover  Damages  (as defined
in Section  15.2.1)  pursuant  to  Section  15.2  shall not be  affected  by the
expiration of any  Warranties  as set forth herein,  provided that notice of the
existence  of any  Damages  (but not  necessarily  the fixed  amount of any such
Damages) has been given by the indemnified party to the indemnifying party prior
to such expiration.

                  15.1.6  Notwithstanding  any provision hereof to the contrary,
there shall be no contractual  time limit in which Buyer or Seller may bring any
action for actual fraud (a "Fraud  Action"),  regardless  of whether such actual
fraud also  included a breach of any Agreement or Warranty;  provided,  however,
that any Fraud  Action  must be  brought  within  the  period of the  applicable
statute of limitations  plus any  extensions or waivers  granted or imposed with
respect thereto.

         15.2     Indemnification.

                  15.2.1 Seller shall defend,  indemnify and hold harmless Buyer
from and against any and all losses, costs,  damages,  liabilities and expenses,
including reasonable  attorneys' fees and expenses ("Damages") incurred by Buyer
arising out of or related  to: (a) any breach of the  Agreements  or  Warranties
given or made by Seller in this  Agreement;  (b) the Retained  Liabilities;  (c)
creditors' claims with respect to noncompliance  with any bulk sales law, except
to the  extent  such  claims are  Assumed  Liabilities;  (d) the  conduct of the
business  and  operations  of the Station or any  portion  thereof or the use or
ownership of the Station Assets prior to the Closing Date; and (e) the Norve vs.
Laguna Seca Raceway, et al. and Kristen Goss v. Laguna Seca Raceway, et. al.
litigation matters set forth on Schedule 7.15.

                  15.2.2 Buyer shall defend,  indemnify and hold harmless Seller
from and  against  any and all  Damages  incurred  by Seller  arising  out of or
related to: (a) any breach of the  Agreements  and  Warranties  given or made by
Buyer in this Agreement; (b) the Assumed Liabilities; and (c) the conduct of the
business  and  operations  of the Station or any  portion  thereof or the use or
ownership of any of the Station Assets on or after the Closing Date.

                  15.2.3 Notwithstanding the foregoing,  the rights of Buyer and
Seller to obtain  indemnification  under this Article 15 shall be subject to the
following provisions:

                  (a)  Seller  shall not be  obligated  to  indemnify  Buyer for
Damages pursuant to Section 15.2.1 unless the aggregate amount owed by Seller to
Buyer pursuant to Section 15.2.1 exceeds  $100,000  ("Seller's  Threshold"),  in
which event Seller shall be required to  indemnify  Buyer for the entire  amount
owed;  provided  that  Seller's  maximum  liability  for the entire  amount owed
pursuant to Section 15.2.1 is $3,000,000 (the "Seller's Cap").



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<PAGE>



                  (b) Buyer  shall not be  obligated  to  indemnify  Seller  for
Damages  pursuant to Section 15.2.2 unless the aggregate amount owed by Buyer to
Seller pursuant to Section 15.2.2 exceeds  $100,000  ("Buyer's  Threshold"),  in
which event Buyer shall be required to indemnify  Sellers for the entire  amount
owed;  provided that Buyer's  maximum  liability  pursuant to Section  13.2.2 is
$3,000,000 ("Buyer's Cap").

                  (c) Notwithstanding anything contained in this Section 15.2.3,
any claims by Buyer against  Seller for damages  resulting  from (i) a breach of
any  Warranties of the Seller set forth in Section 7.2 and the third sentence of
7.7, and (ii) a breach of any Agreements of Seller,  shall not be subject to the
Seller's Threshold or the Seller's Cap, as applicable.

                  (d) Notwithstanding anything contained in this Section 15.2.3,
any claims by Seller  against Buyer for damages  resulting  from (i) a breach of
any  Warranties  of the Buyer set forth in Section 6.2, and (ii) a breach of any
Agreements  of Buyer,  shall not be  subject  to the  Buyer's  Threshold  or the
Buyer's Cap, as applicable.

         15.3 Procedures:  Third Party and Direct  Indemnification  Claims.  The
indemnified  party agrees to give written notice within a reasonable time to the
indemnifying party of any demand, suit, claim or assertion of liability by third
parties  or other  circumstances  that  could  give  rise to an  indemnification
obligation  hereunder against the indemnifying party  (hereinafter  collectively
"Claims," and  individually a "Claim"),  it being understood that the failure to
give  such  notice   shall  not  affect  the   indemnified   party's   right  to
indemnification  and the  indemnifying  party's  obligation  to indemnify as set
forth in this  Agreement,  unless the  indemnifying  party's ability to contest,
defend  or  settle  with  respect  to such  Claim is  thereby  demonstrably  and
materially prejudiced. The parties also agree that any claim for Damages arising
directly  between the parties  relating to this  Agreement may be brought at any
time  within the period  specified  in Section  15.1,  and that the only  notice
required with respect thereto shall be as specified in Section 15.1.5.

         The  obligations  and liabilities of the parties hereto with respect to
their respective  indemnities  pursuant to Section 15.2 resulting from any Claim
shall be subject to the following additional terms and conditions:

                  15.3.1  The  indemnifying   party  shall  have  the  right  to
undertake,  by counsel or other representatives of its own choosing, the defense
or opposition to such Claim.

                  15.3.2 In the event that the  indemnifying  party  shall elect
not to undertake such defense or opposition,  or within ten days after notice of
any such Claim from the  indemnified  party shall fail to defend or oppose,  the
indemnified party (upon further written notice to the indemnifying  party) shall
have the right to undertake the defense, opposition, compromise or settlement of
such Claim, by counsel or other  representatives of its own choosing,  on behalf
of and for the account and risk of the indemnifying  party (subject to the right
of the  indemnifying  party to assume  defense of or opposition to such Claim at
any time prior to settlement, compromise or final determination thereof).



                                       35

<PAGE>



                  15.3.3   Anything  in  this   Section  15.3  to  the  contrary
notwithstanding: (a) the indemnified party shall have the right, at its own cost
and expense, to participate in the defense, opposition, compromise or settlement
of the Claim;  (b) the  indemnifying  party shall not,  without the  indemnified
party's written  consent,  settle or compromise any Claim or consent to entry of
any judgment which does not include as an unconditional  term thereof the giving
by the claimant or the plaintiff to the indemnified  party of a release from all
liability in respect of such Claim;  and (c) in the event that the  indemnifying
party undertakes  defense of or opposition to any Claim, the indemnified  party,
by counsel or other  representative of its own choosing and at its sole cost and
expense,  shall have the right to consult  with the  indemnifying  party and its
counsel or other  representatives  concerning  such  Claim and the  indemnifying
party  and  the  indemnified  party  and  their  respective   counsel  or  other
representatives shall cooperate in good faith with respect to such Claim.

                  15.3.4 The parties  agree that all claims not  disputed by the
indemnifying  party shall be paid by the  indemnifying  party within thirty (30)
days after receiving  notice of the Claim.  "Disputed  Claims" shall mean claims
for Damages by an indemnified  party which the indemnifying  party objects to in
writing  within  thirty (30) days after  receiving  notice of the Claim.  In the
event there is a Disputed  Claim with respect to any Damages,  the  indemnifying
party shall be required to pay the indemnified  party the amount of such Damages
for which the indemnifying  party has, pursuant to a final  determination,  been
found  liable  within ten (10) days after  there is a final  determination  with
respect  to  such  Disputed  Claim.  As used in  this  Section  15.3.4,  a final
determination  of a  Disputed  Claim  shall  be  (i) a  judgment  of  any  court
determining  the validity of a Disputed Claim, if no appeal is pending from such
judgment and if the time to appeal  therefrom has elapsed;  (ii) an award of any
arbitration  determining  the validity of such disputed  claim,  if there is not
pending any motion to set aside such award and if the time within  which to move
to set aside such award has elapsed;  (iii) a written termination of the dispute
with  respect  to such  claim  signed  by all of the  parties  thereto  or their
attorneys;  (iv) a written  acknowledgment of the indemnifying  party that it no
longer  disputes the validity of such claim; or (v) such other evidence of final
determination of a disputed claim as shall be acceptable to the parties.

                  15.3.5 No  undertaking  of  defense or  opposition  to a Claim
shall be construed as an  acknowledgment  by such party that it is liable to the
party  claiming  indemnification  with  respect  to the  Claim at issue or other
similar Claims.

         15.4 Indemnification; Sole and Exclusive Remedy. Following the Closing,
the sole and exclusive  remedy for Buyer or Seller for any Claim for a breach of
any Agreement or Warranty, or any other claim which would also be a breach of an
Agreement  or  Warranty  (whether  such  Claim is  framed in tort,  contract  or
otherwise; but excluding any Fraud Action and any action arising out of Seller's
or Buyer's willful misconduct or gross negligence, as the case may be), shall be
a claim for  indemnification  pursuant  to this  Article  15.  Anything  in this
Agreement  or  any  applicable  law  to  the  contrary  notwithstanding,  it  is
understood  and  agreed  by Buyer  and  Seller  that no  shareholder,  director,
officer,  employee,  agent or Affiliate of Seller or Buyer,  as the case may be,
shall  have (i) any  personal  liability  to the other  party as a result of the
breach of any Agreement or Warranty  contained  herein, or any other claim which
would also be a breach of an Agreement or Warranty,


                                       36

<PAGE>



or (ii) any personal  obligation  to  indemnify  the other party for any of such
party's claims  pursuant to Section 15.2, and such party waives and releases and
shall have no recourse  against any of such  parties  described  in this Section
15.4 as a result of the breach of any Agreement or Warranty contained herein, or
any other claim which would also be a breach of an Agreement or Warranty.


                                   ARTICLE 16
                               TERMINATION RIGHTS

         16.1 Termination. This Agreement may be terminated at any time prior to
Closing as follows:

                  16.1.1  Upon the mutual  written  consent of Buyer and Seller,
this Agreement may be terminated on such terms and conditions as so agreed; or

                  16.1.2 By written notice of Buyer to Seller if Seller breaches
in any material respect any of its  representations or warranties or defaults in
any material  respect in the observance or in the due and timely  performance of
any of its covenants or agreements  herein  contained and such breach or default
shall not be cured  within  thirty  (30) days of the date of notice of breach or
default served by Buyer; or

                  16.1.3 By written  notice of Seller to Buyer if Buyer breaches
in any material respect any of its  representations or warranties or defaults in
any material  respect in the observance or in the due and timely  performance of
any of its covenants or agreements  herein  contained and such breach or default
shall not be cured  within  thirty  (30) days of the date of notice of breach or
default served by Buyer; or

                  16.1.4 By written  notice of Buyer to Seller,  or by Seller to
Buyer,  if the FCC denies the FCC  Application or designates it for a trial-type
hearing; or

                  16.1.5 By written  notice of Buyer to Seller,  or by Seller to
Buyer, if any court of competent jurisdiction shall have issued an order, decree
or  ruling  or taken  any  other  action  restraining,  enjoining  or  otherwise
prohibiting the transactions contemplated by this Agreement; or

                  16.1.6 By written  notice of Buyer to Seller,  or by Seller to
Buyer, if the Closing shall not have been  consummated on or before the later of
(i) July 1,  1998,  and (ii) sixty (60) days  following  the FCC's  grant of the
renewal of each of the Station Licenses without condition  materially adverse to
Seller or Buyer or any of their  respective  Affiliates,  but in no event  later
than December 31, 1998 ("the Drop Dead Date"); or

                  16.1.7  By  written  notice  of  Buyer  to  Seller  under  the
conditions set forth in Section 9.2 hereof.  Notwithstanding  the foregoing,  no
party  hereto  may  effect a  termination  hereof if such  party is in  material
default or breach of this Agreement.


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<PAGE>



         16.2  Liability.  Except  as set  forth  in  Section  16.4  below,  the
termination of this Agreement  under Section 16.1 shall not relieve any party of
any liability for breach of this Agreement prior to the date of termination.

         16.3 Monetary  Damages,  Specific  Performance and Other Remedies.  The
parties recognize that if Seller refuses to perform under the provisions of this
Agreement  monetary  damages alone will not be adequate to compensate  Buyer for
its injury.  Buyer shall therefore be entitled to obtain specific performance of
the terms of this Agreement in addition to any other remedies, including but not
limited  to  monetary  damages,  that may be  available  to it. If any action is
brought by Buyer to enforce this Agreement,  Seller shall waive the defense that
there is an adequate  remedy at law.  In the event of a default by Seller  which
results in the filing of a lawsuit for damages,  specific performance,  or other
remedy,  Buyer shall be entitled to  reimbursement by Seller of reasonable legal
fees and  expenses  incurred  by Buyer;  provided  that Buyer  prevails  in such
lawsuit.

         16.4 Seller's  Liquidated  Damages. If the parties hereto shall fail to
consummate  this  Agreement on the Closing  Date due solely to Buyer's  material
breach of this  Agreement,  and  Seller is not at that time in  material  breach
hereof,  then  Seller  shall be  entitled  to retain  the Escrow  Deposit,  plus
interest, which amount shall constitute liquidated damages. It is understood and
agreed that such  liquidated  damages  amount  represents  Buyer's and  Seller's
reasonable  estimate  of  actual  damages  and does not  constitute  a  penalty.
Recovery of liquidated  damages shall be the sole and exclusive remedy of Seller
against  Buyer for failing to consummate  this  Agreement as a result of Buyer's
material  breach hereof and shall be applicable  regardless of the actual amount
of damages  sustained and all other remedies are deemed waived by Seller. In the
event of a default by Buyer which  results in the filing of a lawsuit to recover
the  Escrow  Deposit  as  liquidated  damages,   Seller  shall  be  entitled  to
reimbursement by Buyer of reasonable legal fees and expenses incurred by Seller;
provided that Seller prevails in such lawsuit.


                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

         17.1 Risk of Loss. (a) The risk of loss, damage or impairment of any of
the Station Assets prior to the Closing Date from any cause  whatsoever shall be
upon Seller.  In the event of any loss,  damage or impairment,  confiscation  or
condemnation,  the  proceeds of any claim for loss payable  under any  insurance
policy,  judgment  or award  with  respect  thereto  shall be applied to repair,
replace or restore  such  Station  Assets to their  prior  condition  as soon as
practicable after such loss, impairment, condemnation or confiscation.

         (b) In the event of any damage or  destruction  of the  Station  Assets
that interferes in a material  respect with the normal operation of the Station,
if such  Station  Assets  have not been  repaired,  restored  or replaced in all
material  respects by the Closing Date: (i) Buyer may elect,  at its option,  to
close this Agreement and complete the restoration, repair or replacement of such
damaged  Station  Assets after the Closing Date, in which event (a) Seller shall
deliver  to Buyer  the  amount of any  deductible  and all  remaining  insurance
proceeds received, to the extent not already


                                       38

<PAGE>



expended by Seller in connection  with such damage or destruction of the Station
Assets,  (b) there shall be no adjustment to the Purchase  Price,  and (c) Buyer
shall bear any additional costs or expenses incurred by Buyer, in excess of such
deductible,  if any, and such  insurance  proceeds,  in completing  such repair,
restoration  or  replacement;  or (ii) if Buyer does not so elect the  preceding
option (i),  either  Buyer or Seller may elect,  at its option,  to postpone the
Closing  for up to ninety  (90) days to permit  Seller  to  repair,  restore  or
replace  such  Station  Assets in all  material  respects;  provided  that it is
understood  and agreed that Seller shall have no obligation to make any repairs,
restoration or replacements if Seller  concludes that such repairs,  restoration
or replacements are not commercially  reasonable;  or (iii) if neither Buyer nor
Seller shall so elect any of the preceding  options,  either Buyer or Seller may
elect, at its option, to terminate this Agreement forthwith, without any further
obligation of either party  hereunder  (other than return of the Escrow Deposit,
plus interest),  by written notice to the other party hereto.  If the Closing is
postponed pursuant to this paragraph,  the date of the closing shall be mutually
agreed to by Seller and Buyer after  completion of  restoration,  replacement or
repair.

         17.2 Certain Interpretive  Matters and Definitions.  Unless the context
otherwise  requires:  (a) all  references  to Sections,  Articles,  Schedules or
Exhibits  are  to  Sections,  Articles,  Schedules  or  Exhibits  of or to  this
Agreement;  (b) each term defined in this Agreement has the meaning  assigned to
it; (c) each  accounting  term not otherwise  defined in this  Agreement has the
meaning  assigned  to  it  in  accordance  with  generally  accepted  accounting
principles  as in effect on the date  hereof;  (d) "or" is  disjunctive  but not
necessarily  exclusive;  (e) words in the  singular  include the plural and vice
versa;  (f) the term  "Affiliate"  has the  meaning  given  it in Rule  12b-2 of
Regulation  12B under the Securities  Exchange Act of 1934, as amended;  and (g)
all references to "$" or dollar amounts will be to lawful currency of the United
States of America.

         17.3 Further Assurances.  After the Closing,  Seller shall from time to
time,  at the request of and without  further cost or expense to Buyer,  execute
and deliver  such other  instruments  of  conveyance  and transfer and take such
other  actions as may  reasonably  be  requested  in order more  effectively  to
consummate  the  transactions  contemplated  hereby  to vest in  Buyer  good and
marketable title to the Station Assets being transferred hereunder,  free, clear
and  unencumbered,  and Buyer  shall  from time to time,  at the  request of and
without  further  cost or expense  to Seller,  execute  and  deliver  such other
instruments  and take such other actions as may reasonably be requested in order
more  effectively  to relieve Seller of any  obligations  being assumed by Buyer
hereunder.

         17.4 Benefit and  Assignment.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted  assigns.  Seller may not voluntarily or involuntarily  assign its
interest  under  this  Agreement  without  the prior  written  consent of Buyer;
provided  that,  the  occurrence  of the  American  Sale shall not  constitute a
violation by Seller  hereunder.  Upon the consummation of the American Sale, the
successor or assignee of Seller pursuant to such American Sale shall be bound by
the terms of this  Agreement and the Time Brokerage  Agreement.  In light of the
American Sale Agreement, Buyer shall take, at Seller's expense, actions that may
be  reasonably  requested  by Seller in order to file a new FCC  Application  or
amend the existing FCC  Application  to reflect that the "Seller"  hereunder may
become a different  party from the current Seller or that a change of control of
Seller may occur as a result of the


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<PAGE>



American  Sale.  The  failure  to obtain the FCC  Consent or any other  required
consent or approval by the Drop Dead Date  resulting  solely from a delay in the
closing of the  American  Sale shall not  constitute  a breach by Seller of this
Agreement.  Buyer  shall  have the right to assign  and/or  delegate  all or any
portion of its rights  under this  Agreement as  collateral.  In the event Buyer
finds it  necessary  or is required to provide to a third party such  collateral
assignment  of the  Buyer's  interest  in  this  Agreement  and/or  any  related
documents,  Seller shall cooperate with the Buyer and any third party requesting
such  assignment  including  but not  limited  to Seller  signing a consent  and
acknowledgment  of  such  assignment.  All  covenants,  agreements,  statements,
representations,  warranties and  indemnities in this Agreement by and on behalf
of any of the  parties  hereto  shall  bind and  inure to the  benefit  of their
respective successors and permitted assigns of the parties hereto.

         17.5 Amendments. No amendment,  waiver of compliance with any provision
or condition  hereof or consent  pursuant to this  Agreement  shall be effective
unless  evidenced by an instrument  in writing  signed by the party against whom
enforcement of any waiver, amendment, change, extension or discharge is sought.

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

         17.7 Governing Law. The  construction and performance of this Agreement
shall be governed by the laws of the State of California  without  giving effect
to the choice of law provisions thereof.  Any action, suit or proceeding brought
by any party to this  Agreement  relating to or arising out of this Agreement or
any  other  agreement,  instrument,  certificate  or  other  document  delivered
pursuant  hereto (or the  enforcement  hereof or  thereof)  must be brought  and
prosecuted  as to all  parties in, and each of the  parties  hereby  consents to
service of process,  personal  jurisdiction  and venue in, the state and Federal
courts of general jurisdiction located in Santa Clara County, California.

         17.8 Notices. Any notice, demand or request required or permitted to be
given under the provisions of this Agreement  shall be in writing,  including by
facsimile,  and shall be deemed to have been duly  delivered and received on the
date of personal  delivery,  on the third day after  deposit in the U.S. mail if
mailed by  registered  or certified  mail,  postage  prepaid and return  receipt
requested,  on the day  after  delivery  to a  nationally  recognized  overnight
courier  service  if sent by an  overnight  delivery  service  for next  morning
delivery  or when  dispatched  by  facsimile  transmission  (with the  facsimile
transmission confirmation being deemed conclusive evidence of such dispatch) and
shall be addressed to the following  addresses,  or to such other address as any
party may request, in the case of Seller, by notifying Buyer, and in the case of
Buyer, by notifying Seller:



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<PAGE>



                  To Buyer:       Randy Michaels, President
                                  Citicasters Co.
                                  50 East RiverCenter Boulevard
                                  12th Floor
                                  Covington, Kentucky 41011
                                  Fax: (606) 655-9345

                  Copy to:        Graydon, Head & Ritchey
                                  1900 Fifth Third Center
                                  511 Walnut Street
                                  Cincinnati, Ohio  45202
                                  Attention:  John J. Kropp, Esq.
                                  Fax: (513) 651-3836

                  To Seller:      American Radio Systems Corporation
                                  Attn: Steven B. Dodge, President and Chief
                                    Executive Officer
                                  116 Huntington Avenue
                                  Boston, Massachusetts 02116
                                  Fax: (617) 375-7575

                  Copy to:        Dow, Lohnes & Albertson
                                  Attn: John T. Byrnes, Esq.
                                  1200 New Hampshire Avenue, N.W., Suite 800
                                  Washington, DC 20036-6802
                                  Fax: (202) 776-2222

         17.9  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

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

         17.11  Severability.  The parties agree that if one or more  provisions
contained in this  Agreement  shall be deemed or held to be invalid,  illegal or
unenforceable  in any respect under any applicable  law, this Agreement shall be
construed with the invalid,  illegal or unenforceable provision deleted, and the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not be affected or impaired thereby.

         17.12 Entire Agreement.  This Agreement, the exhibits and the schedules
hereto embody the entire  agreement and  understanding of the parties hereto and
supersede any and all prior agreements, arrangements and understandings relating
to the matters provided for herein.


                                       41

<PAGE>




                         [SIGNATURES ON FOLLOWING PAGE]


                                       42

<PAGE>





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


                              CITICASTERS CO.



                              By:      _________________________________________
                              Name:    _________________________________________
                              Title:   _________________________________________


                              AMERICAN RADIO SYSTEMS CORPORATION



                              By:      _________________________________________
                              Name:    _________________________________________
                              Title:   _________________________________________


                              AMERICAN RADIO SYSTEMS LICENSE CORP.



                              By:      _________________________________________
                              Name:    _________________________________________
                              Title:   _________________________________________



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<PAGE>



                             INDEX OF DEFINED TERMS


$                 ..........................................................40
Accrued 1997 Vacation.......................................................26
Acquisition       ..........................................................23
Acquisition Proposal........................................................23
Affiliate         ..........................................................40
Agreement         ...........................................................1
Agreements        ..........................................................34
American          ...........................................................1
American License  ...........................................................1
American Sale     ..........................................................23
American Sale Agreement.....................................................23
Assignment and Assumption Agreement.........................................33
Assumed Liabilities..........................................................4
Barter Payable    ...........................................................6
Barter Receivable ...........................................................6
Buyer             ...........................................................1
Buyer's Cap       ..........................................................35
Buyer's Threshold ..........................................................35
Claim             ..........................................................36
Claims            ..........................................................36
Closing           ...........................................................7
Closing Date      ...........................................................7
Collection Period ..........................................................19
Confidential Information....................................................24
Contracts         ...........................................................2
Damages           ..........................................................35
Deposit Escrow Agent.........................................................5
Deposit Escrow Agreement.....................................................5
Disputed Claims   ..........................................................37
Drop Dead Date    ..........................................................38
Effective Date    ...........................................................6
Environmental laws..........................................................15
ERISA             ..........................................................17
Escrow Deposit    ...........................................................5
Excluded Assets   ...........................................................3
FCC Application   ...........................................................8
FCC Consent       ...........................................................8
Final             ...........................................................7
Final Order       ...........................................................7
Financial Statement Date....................................................16
Financial Statements........................................................16


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<PAGE>


Fraud Action      ..........................................................34
Hired Employees   ..........................................................26
HSR Act           ...........................................................8
Initial Approval  ...........................................................7
Intellectual Property........................................................2
Interim Financial Statements................................................22
KSJO Tower Sublease.........................................................30
KUFX Studio Sublease........................................................30
Licensee Employees..........................................................26
Liens             ...........................................................3
Material Contracts..........................................................15
Prior Financial Statements..................................................16
Purchase Price    ...........................................................5
Real Estate Contracts.......................................................14
Releases          ..........................................................24
Representatives   ..........................................................24
Retained Liabilities.........................................................5
Seller            ...........................................................1
Seller Accounts Receivable..................................................19
Seller Financial Statements.................................................16
Seller's Cap      ..........................................................35
Seller's Threshold..........................................................35
SNDA              ..........................................................22
Station           ...........................................................1
Station Assets    ...........................................................1
Station Licenses  ...........................................................1
Surveys           ..........................................................29
TBA Events        ..........................................................10
Time Brokerage Agreement.....................................................7
Time Sales Agreements........................................................4
Titles            ..........................................................29
Tower Lease       ..........................................................22
Trade Agreements  ...........................................................4
Trade Report      ...........................................................6
Warranties        ..........................................................34



                                       II