Exhibit 10.83

                            ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT is dated  September  10,  1996,  by and
between American Radio Systems Corporation,  a Delaware  corporation  ("Buyer"),
and Palm Beach Radio Broadcasting, Inc., a Florida corporation ("Seller").

                                P R E M I S E S:

         A. Seller is the  licensee of and  operates  radio  stations  WDOL(FM),
Englewood,  Ohio and  WLQT(FM),  Kettering-Dayton,  Ohio (each a "Station",  and
together,   the   "Stations")   pursuant  to  licenses  issued  by  the  Federal
Communications Commission (the "FCC").

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

                                   AGREEMENTS:

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

                                    Section 1
                                  DEFINED TERMS

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





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

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

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

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

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

         1.6  "Contracts"  means all  agreements  and  leases,  written  or oral
(including any amendments and other modifications  thereto) to which Seller is a
party or which are binding  upon Seller and affect the assets or the business or
operations of the Station, and

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

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

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

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

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

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

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

         1.13 "Real  Property"  means all of the fee estates and  buildings  and
other improvements thereon, leasehold interests,  easements, licenses, rights to
access,  rights-of-way,  and other real  property  interest  owned by Seller and
identified on Schedule 3.5

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hereto  plus such  additions  thereto  and  deletions  therefrom  arising in the
ordinary course of business between the date hereof and the Closing Date.


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                                    SECTION 2
                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this  Agreement,  Seller hereby agrees to transfer and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase,  all of the Assets,  free and
clear  of  any  claims,  liabilities,  mortgages,  liens,  pledges,  conditions,
charges, or encumbrances of any nature whatsoever (except for those permitted in
accordance with Section 2.5, 3.5 or 3.6 below),  more specifically  described as
follows:

                  (a)      The Personal Property;

                  (b)      The Real Property;

                  (c)      The Licenses;

                  (d)      The Assumed Contracts;

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

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

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


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

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

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

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

                  (b)      Any Contracts other than the Assumed Contracts;

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

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

                  (e) Any pension, profit-sharing or employee benefit plans, and
         any employment or collective bargaining agreement.

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         2.3 Purchase Price. The Purchase Price shall be ______________  Million
Dollars ($___,000,000).


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

                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1 Organization,  Standing and Authority. Seller is a corporation duly
formed,  validly  existing and in good  standing  under the laws of the State of
Florida  and is duly  qualified  to conduct  its  business in the State of Ohio,
which is the only  jurisdiction  where the conduct of the business or operations
of the Station requires such qualification.

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Seller has all requisite  corporate power and authority (i) to own,  lease,  and
use the Assets as presently  owned,  leased,  and used,  and (ii) to conduct the
business or  operations of the Stations as presently  conducted.  Seller has all
requisite  corporate  power and authority to execute and deliver this  Agreement
and the documents contemplated hereby, and to perform and comply with all of the
terms,  covenants  and  conditions  to be performed and complied with by Seller,
hereunder and thereunder.

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

         3.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents,  the execution,  delivery,  and  performance of this Agreement and the
documents  contemplated  hereby (with or without the giving of notice, the lapse
of time,  or both):  (i) does not require the consent of any third  party;  (ii)
will not conflict with any provision of the Certificate of  Incorporation  or By
Laws of  Seller;  (iii)  will not  conflict  with,  result  in a breach  of,  or
constitute a default under, any law, judgment,  order, ordinance,  decree, rule,
regulation  or  ruling of any court or  governmental  instrumentality,  which is
applicable to either Seller; (iv) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or accelerate
or permit the  acceleration  of any  performance  required  by the terms of, any
material agreement,

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

         3.4  Licenses.  Schedule 3.4  includes a true and complete  list of the
Licenses.  Seller has  delivered  to Buyer  true and  complete  listings  of the
Licenses (including any and all amendments and other modifications  thereto). As
described  in Schedule  3.4, the  Licenses  were validly  issued with the Seller
designated  thereon  being the  authorized  legal holder  thereof.  The Licenses
comprise all of the licenses, permits and other authorizations required from any
governmental  or regulatory  authority for the lawful conduct of the business or
operations of the Station as presently operated.

         3.5 Title to and  Condition  of Real  Property.  Schedule  3.5 contains
descriptions   of  all  the  Real  Property   (including  the  location  of  all
improvements  thereon),  which comprises all real property interest necessary to
conduct the business or operations of the Station as now  conducted.  Seller has
good and marketable fee simple title, insurable at standard rates, to all of the
fee estates (including the improvements  thereof),  listed in said Schedule free
and clear of all liens, mortgages, pledges, covenants, easements,  restrictions,
encroachments,  leases, charges, and other claims and encumbrances of any nature
whatsoever,  and without  reservation  or exclusion of any mineral,  timber,  or
other  rights or  interests,  except for (i) liens for real estate taxes not yet
due and payable, (ii) easements,  rights-of-way and restrictions of record, none
of which materially affects the use of such property and all of which are listed
in Schedule 3.5, (iii) liens in favor of Seller's  lenders set forth in Schedule
3.5, and (iv) any other claims or  encumbrances  which are described in Schedule
3.5 and annotated to indicate that such

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claims or encumbrances  shall be removed prior to or at Closing.  To the best of
Seller's   knowledge,   all  towers,  guy  anchors,   and  buildings  and  other
improvements,  included  in the owned  Assets are  located  entirely on the Real
Property  listed in Schedule 3.5 or easement  rights set forth at Schedule  3.5.
Seller has  delivered  to Buyer true and complete  copies of all deeds,  leases,
Title Insurance  Policies or other material  instruments  pertaining to the Real
Property  (including  any and all  amendments  and other  modifications  of such
instruments),  all of which  instruments  are valid,  binding and enforceable in
accordance with their terms.  Seller is not in material breach,  nor to Seller's
knowledge  is any other  party in material  breach,  of the terms of any of such
deeds, leases, or other instruments.


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         3.6 Title to and Condition of Personal Property.  Schedule 3.6 contains
descriptions of all material items of the Personal Property, which comprises all
personal  property  used to conduct the business or operations of the Station as
now  conducted.  Except as described in Schedule  3.6,  Seller owns and has good
title to all Personal Property. None of the Personal Property owned by Seller is
subject to any security interest, mortgage, pledge, conditional sales agreement,
or other lien or encumbrance, except for (i) liens for current taxes not yet due
and payable,  and (ii) any other claims or  encumbrances  which are described in
Schedule 3.6 and annotated to indicate that such claims or encumbrances shall be
removed prior to or at Closing.

         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with advertisers for the sale of time or talent on the
Station for cash,  entered into in the ordinary  course of business,  (ii) those
employment contracts and miscellaneous service contracts which are terminable at
will without  penalty,  and (iii) other contracts not involving either aggregate
liabilities under all such contacts  exceeding Five Thousand Dollars ($5,000) or
any  material  nonmonetary  obligation.  Seller has  delivered to Buyer true and
complete copies of all written Contracts, and true and complete memoranda of all
oral Contracts (including any and all amendments and other modifications to such
Contracts).  All of the Assumed Contracts are in full force and effect,  and are
valid,  binding and  enforceable in accordance  with their terms,  except as the
enforceability thereof may be affected by bankruptcy, insolvency or similar laws
affecting creditors' rights generally,  or by court-applied  equitable remedies.
Seller is not in material breach,  nor to Seller's  knowledge is any other party
in material breach, of the terms of any such Contracts.

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         3.8 Consents.  Except for the FCC Consent  provided for in Section 6.1,
and the other Consents indicated in Schedule 3.7, no consent,  approval,  permit
or  authorization  of, or  declaration  to or filing  with any  governmental  or
regulatory  authority,  or any other third party is required  (i) to  consummate
this Agreement and the transaction contemplated hereby, (ii) to permit Seller to
assign or transfer the Assets to Buyer,  or (iii) to enable Buyer to conduct the
business or  operations  of the Station in  essentially  the same manner as such
business or operations are presently conducted.

         3.9 Trademarks, Trade Names and Copyrights.  Schedule 3.9 is a true and
complete list of all copyrights,  trademarks,  trade names,  licenses,  patents,
permits,  jingles,  privileges and other similar intangible  property rights and
interests  (exclusive  of those  required to be listed in Schedule  3.4) applied
for,  issued  to or owned by  Seller,  or under  which  Seller  is  licensed  or
franchised,  and used or useful in the conduct of the business or  operations of
the Station,

         3.10 Insurance.  All of the tangible property included in the Assets is
insured against loss or damage.  Seller has heretofore  provided to Buyer a true
and complete list of all  insurance  policies of Seller which insure any part of
the Assets.

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

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the  Station's  public  inspection  file is located at the main studio and is in
compliance with the FCC's rules and regulations.

         3.12  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective bargaining agreements with respect to the Station except as described
in Schedule 3.7 hereto.  Seller has no written or oral  contracts of  employment
with any employee of the Station, other than those listed in Schedule 3.7.

         3.13 Claims,  Legal Actions.  Except as set forth in Schedule 3.16, and
except for any investigations and rule-making  proceedings  generally  affecting
the broadcasting industry, there is no claim, legal action, counterclaim,  suit,
arbitration,  governmental  investigation or other legal,  administrative or tax
proceeding, nor any order, decree or judgment, in progress or pending, or to the
knowledge of Seller  threatened,  against or relating to Seller,  the Assets, or
the business or operations of the Station, nor does Seller know of any basis for
the same.

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

                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

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

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and is and shall be, at Closing,  qualified to conduct  business in the State of
Ohio.  Buyer has all  requisite  corporate  power and  authority  to execute and
deliver this Agreement and the documents contemplated hereby, and to perform and
comply with all of the terms,  covenants,  and  conditions  to be performed  and
complied with by Buyer hereunder and thereunder.

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

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

         4.4 FCC Qualification. Buyer has no knowledge of any facts which would,
under present law  (including  the  Communications  Act of 1934, as amended) and
present  rules,  regulations  and practices of the FCC,  disqualify  Buyer as an
assignee of the

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licenses,  permits and  authorizations  listed on Schedule 3.4 hereto,  or as an
owner  and/or  operator of the  Station's  Assets,  and Buyer will not take,  or
unreasonably  fail to take,  any action  which Buyer knows or has reason to know
would cause such  disqualification (it being understood that Buyer has an active
duty to attempt to  ascertain  what would cause such  disqualification).  Should
Buyer become aware of any such facts,  it will promptly notify Seller in writing
thereof  and use its best  efforts to prevent any such  disqualification.  Buyer
further  represents  and warrants that it is  financially  qualified to meet all
terms, conditions and undertakings contemplated by this Agreement.

                                    SECTION 5
                               COVENANTS OF SELLER

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

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

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

                  (2) Encumbrances. Create, assume or permit to exist any claim,
         liability, mortgage, lien, pledge, condition, charge, or encumbrance of
         any nature

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         whatsoever  upon the Assets,  except for (i) those in  existence on the
         date of  this  Agreement,  disclosed  in  Schedules  3.5  and  3.6,  or
         permitted  by Section  2.5,  3.5 or 3.6 and (ii)  mechanics'  liens and
         other similar liens which will be removed prior to the Closing Date;

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

                  B. Affirmative Covenants. Seller shall do the following:

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

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

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

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

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

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

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

                                    SECTION 6
                        SPECIAL COVENANTS AND AGREEMENTS

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

                  A. Within ten (10) days after the execution of this Agreement,
Buyer and Seller  shall  file with the FCC an  appropriate  application  for FCC
Consent.  The parties  shall  prosecute  said  application  with all  reasonable
diligence  and  otherwise  use their  best  efforts  to obtain the grant of such
application as  expeditiously  as  practicable.  If the FCC Consent  imposes any
condition on any party  hereto,  such party shall use its best efforts to comply
with such condition unless compliance would be unduly burdensome or would have a
material adverse effect upon it. If reconsideration or judicial review is sought
with respect to the FCC  Consent,  Buyer and Seller shall oppose such efforts to
obtain reconsideration or judicial review (but nothing herein shall be construed
to limit any party's right to terminate this Agreement  pursuant to Section 9 of
this Agreement).

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions on Buyer, and

                                       20



<PAGE>



(ii) compliance by the parties hereto with the condition (if any) imposed in the
FCC Consent.

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

         6.3 Taxes, Fees and Expenses.  Buyer shall pay all sales,  transfer and
similar  taxes and fees,  if any,  arising  out of the  transfer  of the  Assets
pursuant to this Agreement. Except as otherwise provided in this Agreement, each
party shall pay its own expenses incurred in connection with the  authorization,
preparation,  execution,  and performance of this Agreement,  including all fees
and expenses of counsel, accountants, agents, and other representatives.

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

         6.5  Confidentiality.  Except as necessary for the  consummation of the
transaction  contemplated  hereby,  including Buyer's obtaining financing in any
form or means of its  choosing  related  hereto,  each  party  hereto  will keep
confidential  any  information  which  is  obtained  from  the  other  party  in
connection  with the  transaction  contemplated  hereby and which is not readily
available to members of the general  public,  and will not use such  information
for any purpose other than in furtherance of the

                                       21



<PAGE>



transactions  contemplated hereby. In the event this Agreement is terminated and
the purchase and sale contemplated  hereby abandoned,  each party will return to
the other party originals and all copies of all documents, work papers and other
written material obtained by it in connection with the transaction  contemplated
hereby.

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

         6.7      Risk of Loss.

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

                  B. If any  damage or  destruction  of the  Assets or any other
event occurs which prevents signal transmission by the Station in the normal and
usual  manner  and  Seller  cannot  restore  or  replace  the Assets so that the
conditions  are cured and normal and usual  transmission  is resumed  before the
Closing Date, the Closing Date shall

                                       22



<PAGE>



be postponed, for a period of up to one hundred and twenty (120) days, to permit
the repair or replacement of the damage or loss.

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

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

         6.8  Audit  Cooperation.  Seller  agrees  to fully  cooperate,  and use
reasonable efforts to cause their accounting firms to reasonably  cooperate with
Buyer and at Buyer's  expense,  to the extent  required for the Buyer to prepare
audited  financial  statements  for the  Station  for  the  period  of  Seller's
ownership thereof.

                                                

                                       23



<PAGE>


                                   SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

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

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

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

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

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

                                       24



<PAGE>



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

         7.2 Conditions to Obligations of Seller.  The  obligations of Seller at
the Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions:

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

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

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

                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

         8.1 Closing.  The Closing  shall take place at 10:00am on a date, to be
set by Buyer,  upon five (5) days  written  notice to Seller,  no later than ten
(10) days  following  the date upon which the FCC  Consent  has been issued (the
"Closing Date"). Closing

                                       25



<PAGE>



shall be held at the  offices  of Buyer in Boston,  Massachusetts  or such other
place as shall be mutually agreed to by Buyer and Seller.

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

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

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

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

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

                  (e)  Opinions  of Counsel.  Opinions  of Seller's  counsel and
         communications  counsel dated as of the Closing Date,  and addressed to
         Buyer

                                       26



<PAGE>



         and at Buyer's  directions,  to Buyer's  lenders,  substantially in the
         form of Schedule 8.2 hereto.

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

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

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

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

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

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



                                       27



<PAGE>




                                    SECTION 9
                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

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

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

                  (c) If the Closing  shall not have occurred on or before March
         1, 1997.

Upon  termination:  (i) if  neither  party  hereto is in breach of any  material
provision  of this  Agreement,  the  parties  hereto  shall not have any further
liability  to each  other;  (ii) if Seller  shall be in  breach of any  material
provision  of this  Agreement,  Buyer  shall have only the  rights and  remedies
provided  in Section  9.3 or (iii) if Buyer  shall be in breach of any  material
provision of this  Agreement,  Seller shall be entitled  only to actual  damages
incurred as a result of such breach.

                                       28



<PAGE>



         9.2  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages alone will not be adequate. Buyer shall therefore be entitled, to obtain
specific  performance  of the terms of this  Agreement.  In the  event  specific
performance  is not  available  or granted to Buyer,  Buyer shall be entitled to
seek, in the alternative, money damages.

         9.3 Expenses Upon  Default.  In the event of any action to enforce this
Agreement,  Seller hereby waives the defense that there is an adequate remedy at
law. In the event of a default by a party hereto (the "Defaulting  Party") which
results in the filing of a lawsuit for damages,  specific performance,  or other
remedy  the  other  party  (the  Nondefaulting   Party)  shall  be  entitled  to
reimbursement  by the  Defaulting  Party of  reasonable  legal fees and expenses
incurred  by the  Nondefaulting  Party  in the  event  the  Nondefaulting  Party
prevails.


                                   SECTION 10
                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties.  Any  investigations  by or on behalf of any party  hereto shall not
constitute  a  waiver  as to  enforcement  of  any  representation  or  warranty
contained  herein,  except  that  insofar  as any  party  has  knowledge  of any
misrepresentation or breach of warranty at Closing and

                                       29



<PAGE>



such  knowledge is documented in writing at Closing,  such party shall be deemed
to have waived such misrepresentation or breach.

         10.2 Indemnification by Seller. Each Seller shall jointly and severally
indemnify  and hold  Buyer  harmless  against  and with  respect  to,  and shall
reimburse Buyer for:

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

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

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

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

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

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

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

                  (c) Any and all actions, suits, proceedings,  claims, demands,
         assessments,  judgments,  and reasonable costs and expenses,  including
         reasonable

                                       30



<PAGE>



         legal fees and  expenses,  incident to any of the foregoing or incurred
         in  investigating  or  attempting  to avoid the same or to  oppose  the
         imposition thereof.

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

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

                  B.  Following  receipt of notice from the Claimant of a claim,
the Indemnifying Party shall have thirty (30) days to make such investigation of
the claim as the  Indemnifying  Party  deems  necessary  or  desirable.  For the
purposes of such  investigation,  the Claimant  agrees to make  available to the
Indemnifying  Party  and/or its  authorized  representative(s)  the  information
relied upon by the Claimant to  substantiate  the claim. If the Claimant and the
Indemnifying  Party agree at or prior to the  expiration of said thirty (30) day
period (or any  mutually  agreed upon  extension  thereof) to the  validity  and
amount of such  claim,  or if the  Indemnifying  Party does not  respond to such
notice,  the Indemnifying  Party shall  immediately pay to the Claimant the full
amount of the claim. Buyer shall be entitled to apply any or all of the Accounts
Receivable  collected  on  behalf  of  Seller  to a claim as to  which  Buyer is
entitled to  indemnification  hereunder.  If the Claimant  and the  Indemnifying
Party do not agree within said period

                                       31



<PAGE>



(or  any  mutually  agreed  upon  extension  thereof),  the  Claimant  may  seek
appropriate legal remedy.

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

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

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

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


                                       32



<PAGE>




                                   SECTION 11
                                  MISCELLANEOUS

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

If to Seller:                Palm Beach Radio Broadcasting, Inc.
                             3223 Commerce Circle
                             West Palm Beach, FL
                             Attn:  Ross Elder, Chief Operating Officer


with a copy                  Howard Braun, Esq.
(which shall not             Rosenman & Colin
constitute notice) to:
                             Washington, DC

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

with a copy
(which shall not
constitute notice) to:       Michael B. Milsom, Vice President & General Counsel
                             American Radio Systems Corporation
                             116 Huntington Avenue
                             Boston, MA  02116
                             Fax: (617) 375-7575

                                       33



<PAGE>





                                       34



<PAGE>




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

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

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

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

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

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

                                       35



<PAGE>



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

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

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

                                       36



<PAGE>



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


                                       37



<PAGE>




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

         SELLER:                            PALM BEACH RADIO BROADCASTING, INC.



                                            By: _______________________________



         BUYER:                             AMERICAN RADIO SYSTEMS CORPORATION



                                            By: _______________________________
                                                          Title:




                                       38



<PAGE>







                      SCHEDULES TO ASSET PURCHASE AGREEMENT


2.2               Excluded Assets

3.4               Licenses

3.5               Real Property

3.6               Personal property

3.7               Assumed Contracts

3.9               Trademarks; trade names; copyrights

3.16              Claims; legal actions

8.2               Opinion of Seller's General and FCC Counsels

8.3               Opinion of Buyer's General Counsel






                                       39



<PAGE>