EXHIBIT 10.14








                          ASSET PURCHASE AGREEMENT



                                  by and among




                       AMERICAN RADIO SYSTEMS CORPORATION

                      AMERICAN RADIO SYSTEMS LICENSE CORP.

                                       and

                       ENTERTAINMENT COMMUNICATIONS, INC.




                               Dated July 18, 1997

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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

DEFINITIONS.................................................................. 2


                                   ARTICLE II

SALE AND PURCHASE.............................................................6 
2.1.    TRANSFER OF ASSETS....................................................6
2.2.    PURCHASE PRICE........................................................6
2.3.    PAYMENT...............................................................6
2.4.    APPRAISAL.............................................................6

                                   ARTICLE III

LIABILITIES...................................................................7
3.1.    ASSUMPTION OF LIABILITIES.............................................7
3.2.    LIABILITIES OF ARS....................................................8

                                   ARTICLE IV

REPRESENTATIONS AND WARRANTIES................................................8
4.1.    ARS AND ARS LICENSE...................................................8
4.2.    ENTERCOM REPRESENTATIONS.............................................20

                                    ARTICLE V

CONDITIONS...................................................................21
5.1.    COMMISSION CONSENT AND APPROVAL AND HSR ACT
        WAITING PERIOD.......................................................21
5.2.    ENTERCOM'S CONDITIONS................................................22
5.3.    ARS AND ARS LICENSE CONDITIONS.......................................23
5.4.    NONOCCURRENCE OF CONDITIONS..........................................24

                                   ARTICLE VI

OPERATIONS PENDING CLOSING...................................................24
6.1.    AFFIRMATIVE COVENANTS OF ARS AND ARS LICENSE.........................24
6.2.    NEGATIVE COVENANTS OF ARS AND ARS LICENSE............................28
6.3.    NO CONTROL BY ENTERCOM...............................................31

                                   ARTICLE VII

PREPARATION FOR CLOSING......................................................32
7.1.    APPLICATION TO COMMISSION............................................32
7.2.    INSPECTION BY ENTERCOM...............................................33


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7.3.    CONFIDENTIALITY......................................................33
7.4.    HART-SCOTT-RODINO NOTIFICATION.......................................34

                                  ARTICLE VIII

CLOSING......................................................................34
8.1.    CLOSING..............................................................34
8.2.    ADJUSTMENTS..........................................................34
8.3.    CLOSING DELIVERIES TO ENTERCOM.......................................37
8.4.    CLOSING DELIVERIES TO ARS............................................41
8.5.    COVENANTS OF FURTHER ASSURANCE.......................................43
8.6.    DAMAGE TO PROPERTY...................................................43
8.7.    TAXES ON TRANSACTION.................................................44

                                   ARTICLE IX

TERMINATION, DEFAULT AND INDEMNIFICATION.....................................44
9.1.    TERMINATION BY REASON OTHER THAN DEFAULT.............................44
9.2.    EFFECT OF TERMINATION BY REASON OTHER THAN DEFAULT...................45
9.3.    DEFAULT..............................................................45
9.4.    ARS' REMEDY..........................................................45
9.5.    ENTERCOM'S REMEDIES..................................................46
9.6.    LIQUIDATED DAMAGES NOT A PENALTY.....................................46
9.7.    INDEMNIFICATION......................................................46

                                    ARTICLE X

GENERAL PROVISIONS...........................................................50
10.1.   EXPENSES OF THE PARTIES..............................................50
10.2.   BROKERS..............................................................50
10.3.   SURVIVAL OF ARS' AND ARS LICENSE'S COVENANTS,
        REPRESENTATIONS AND WARRANTIES.......................................51
10.4.   AMENDMENT AND WAIVER.................................................51
10.5.   EFFECT OF THIS AGREEMENT.............................................51
10.6.   HEADINGS.............................................................51
10.7.   COUNTERPARTS.........................................................51
10.8.   GOVERNING LAW........................................................51
10.9.   NOTICES..............................................................52
10.10.  STATION EMPLOYEES....................................................53
10.11.  SECTION 1031 ASSET EXCHANGE..........................................53





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<PAGE>
  


                            ASSET PURCHASE AGREEMENT


                  THIS  AGREEMENT  made and entered  into this 18th day of July,
1997 by and between AMERICAN RADIO SYSTEMS  CORPORATION,  a Delaware corporation
(hereinafter   "ARS"),   AMERICAN  RADIO  SYSTEMS   LICENSE  CORP.,  a  Delaware
corporation (hereinafter "ARS License"), and ENTERTAINMENT COMMUNICATIONS, INC.,
a Pennsylvania corporation (hereinafter "Entercom").

                              W I T N E S S E T H:

                  WHEREAS, pursuant to authorizations duly granted and issued by
the Federal  Communications  Commission (the "Commission"),  ARS is the owner of
radio station KCTC(AM) licensed to Sacramento,  California,  (the "Station") and
ARS operates  the Station  under a management  agreement  with ARS License,  the
holder of the Authorizations for the operation of the Station; and

                  WHEREAS, Entercom, ARS and ARS License have agreed, subject to
prior approval by the Commission and certain other  conditions,  to transfer and
assign the  licenses and all other  authorizations  relating to the Station from
ARS and ARS  License to Entercom  and for ARS and ARS  License to  transfer  and
Entercom to receive all of the assets, properties, rights and privileges used in
connection with the Station as hereinafter set forth; and

                  WHEREAS,  Entercom may elect to  accomplish  such  transfer in
whole or part as the acquisition of replacement property in a deferred like-kind
exchange under ss._1031 of the Code.






<PAGE>




                  NOW, THEREFORE, in consideration of the mutual promises herein
contained and of the  representations  and warranties  hereinafter set forth and
for other good and valuable consideration,  the parties, intending to be legally
bound hereby, agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

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

                  "Agreement" shall mean this Asset Purchase Agreement.

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

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

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

                  "Assets" shall mean the Property and all of the Authorizations
and all  applications  for  Authorizations  for the Station  pending  before the
Commission.

                  "Authorizations"  shall mean all of the licenses,  permits and
authorities  granted by the  Commission  with  respect to the  operation  of the
Station.

                  "Closing"   shall  mean  the  event  of  consummation  of  the
transactions  contemplated  by this Agreement as more fully described in Article
VIII of this Agreement.

                  "Closing  Date" shall mean the date  specified  for Closing in
Section 8.1 hereof.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended.


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<PAGE>





                  "Commission" shall mean the Federal Communications Commission.

                  "Contaminant"   shall   mean  and   include   any   pollutant,
contaminant,  hazardous material (as defined in any of the Environmental  Laws),
toxic  substances  (as defined in any of the  Environmental  Laws),  asbestos or
asbestos  containing  material,  urea formaldehyde,  polychlorinated  biphenyls,
regulated  substances  and  wastes,  radioactive  materials,  and  petroleum  or
petroleum by-products, including crude oil or any fraction thereof.

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

                  "Environmental  Laws"  shall  mean  and  include,  but  not be
limited  to,  any  applicable  federal,  state or local law,  statute,  charter,
ordinance, rule or regulation or any governmental agency interpretation,  policy
or guidance, including without limitation applicable safety/environmental health
laws such as but not  limited to the  Commission's  standards  relating to radio
frequency ("RF") radiation exposure,  the Resource Conservation and Recovery Act
of 1976,  Comprehensive  Environmental  Response Compensation and Liability Act,
Federal Emergency  Planning and Community  Right-to-Know Law, the Clean Air Act,
the Clean  Water Act,  the  Occupational  Safety and Health  Act,  and the Toxic
Substance  Control  Act,  as any of the  foregoing  have been  amended,  and any
permit, order, directive,  court ruling or order or consent decree applicable to
or affecting the Property or any other  property  (real or personal)  used by or



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<PAGE>



relating to the Station promulgated or issued pursuant to any Environmental Laws
which pertains to, governs, or controls the generation,  storage, remediation or
removal of Contaminants or otherwise  regulates the protection of health and the
environment  including,  but not  limited to, any of the  following  activities,
whether on site or off site: (a) the emission,  discharge,  release, spilling or
dumping of any Contaminant  into the air, surface water,  ground water,  soil or
substrata; or (b) the use, generation,  processing, sale, recycling,  treatment,
handling, storage, disposal, transportation, labeling or any other management of
any Contaminant.

                  "Entercom"  shall mean the  corporation  identified as such in
the Preamble to this Agreement and any Qualified  Intermediary to which Entercom
may elect to assign  all or part of its  rights  hereunder  pursuant  to Section
10.11 hereof.

                  "Final Order" shall mean an action by the Commission  upon any
application  including,  without  limitation,  the Applications for its consent,
approval or authorization, which action has not been reversed, stayed, enjoined,
set aside, annulled or suspended,  and with respect to which action, no protest,
petition to deny, petition for rehearing or  reconsideration,  appeal or request
for stay is  pending,  and as to which  action  the time for  filing of any such
protest,  petition, appeal or request and any period during which the Commission
may reconsider or review such action on its own authority has expired.

                  "Leases"   shall   mean  all   agreements,   arrangements   or
commitments and undertakings,  written or oral, express or implied,  for the use
or  occupation of any real or personal  property  required or used by ARS or ARS
License in the operation of the Station.

                  "Permitted  Encumbrances"  shall  mean (i) liens  for  current
taxes not yet due and payable, (ii) easements or restrictions of record which do
not,  either  individually  or in 


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<PAGE>

the  aggregate,  impede or  restrict  the present  operations  of the Station or
impair the marketability of any property, and (iii) statutory liens of landlords
and carriers,  materialmen,  mechanics,  warehousemen,  suppliers, and repairmen
arising in the  ordinary  course of business and with respect to amounts not yet
delinquent,  provided that such statutory liens do not interfere in any material
respect with the operation of the Station as currently  conducted,  and provided
that such statutory liens are removed or satisfied on or prior to the Closing.

                  "Property"  shall  mean  all of the  tangible  and  intangible
property,  whether real or personal or mixed, and all rights and interests which
are or were at any time since December 31, 1996 owned,  used, or held for use by
or for ARS with the Station or the present or future  operation  of the Station,
other than property  disposed of and replaced with equivalent or higher value or
quality  in  the  ordinary   course  of  business   excluding  only  cash,  cash
equivalents,  accounts  receivable  and those assets listed on Schedule 4.1.5 as
"Excluded Assets" and including  without  limitation (i) the assets and property
listed in" Schedule 4.1.5 hereto as "Included  Assets" (which schedule of assets
and property has been furnished to Entercom by ARS);  (ii) all of ARS and/or ARS
License's  rights,  titles,  and  interests  under the Leases listed on Schedule
4.1.6  hereto and the  Contracts  listed on Schedule  4.1.7  hereto  (other than
Contracts  expiring prior to Closing by their terms which Contracts Entercom has
instructed ARS not to renew); and (iii) the call letters, copyrights, trademarks
and other intellectual property associated with the Station.

                  "Qualified  Intermediary" shall mean a party described in U.S.
Treasury Regulations Section 1.1031(k)-1(g)(4).

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<PAGE>

                  "Station"  shall  mean the  amplitude  modulation  (AM)  radio
broadcast   station  licensed  by  the  Commission  to  Sacramento,   California
broadcasting on 1320 Khz with and currently assigned the call letters KCTC(AM).

                                   ARTICLE II

                                SALE AND PURCHASE

                  2.1.  TRANSFER OF ASSETS.  Subject to the terms and conditions
set forth in this Agreement,  at the Closing ARS and ARS License shall transfer,
convey,  grant,  assign and deliver to Entercom  free and clear of all liens and
encumbrances (other than Permitted  Encumbrances) and Entercom shall buy, accept
and receive from ARS, all of the Assets.

                  2.2.  PURCHASE PRICE. The Purchase Price for the Assets is the
sum of Four Million Dollars ($4,000,000).

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

                  2.4. APPRAISAL.  Entercom,  ARS and ARS License agree that the
aggregate  fair market value of the Station Assets (the  "Aggregate  Fair Market
Value") will be appraised at Entercom's  expense by the appraisal firm of Bond &
Pecaro (the  "Appraisal").  Entercom shall prepare IRS Form 8594  reflecting the
Aggregate Fair Market Value as found by Bond & Pecaro and such other information
as required by the form,  and shall  forward it within 30 days after  Closing to
ARS and ARS  License  for its  approval,  which  approval  shall not be withheld
unreasonably.  Entercom,  ARS  and  ARS  License  shall  each  file  with  their
respective  federal  income  tax  return  for the tax year in which the  Closing
occurs,  IRS Form 8594  containing  the



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<PAGE>

information  agreed upon by the parties  pursuant to the  immediately  preceding
sentence.  Entercom  agrees to report the purchase of the Station Assets and ARS
and ARS License  agree to report the sale of such assets for income tax purposes
in a manner consistent with the information  agreed upon by the parties pursuant
to this section and  contained in its IRS Form 8594. In the event either or both
of the  parties  elects to treat all or a portion of the Assets  transferred  as
part of a deferred like-kind exchange under Section 1031 of the Code, each party
shall, in completing any IRS Forms 8824 that the party might be required to file
with the IRS,  reflect the values for the Assets as determined in the Appraisal.
Notwithstanding  any other provision of this  Agreement,  the provisions of this
Section 2.4 shall survive the Closing without limitation.

                                   ARTICLE III

                                   LIABILITIES

                  3.1. ASSUMPTION OF LIABILITIES.  As partial  consideration for
the Assets,  Entercom,  from and after the Closing  Date,  shall assume and pay,
perform and discharge the following  obligations  and commitments of ARS and ARS
License and no others:

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

                           3.1.2. The liabilities and obligations accruing after
the  Adjustment  Time with respect to those  Contracts  listed on Schedule 4.1.7
that are specifically identified on Schedule 4.1.7 as being assumed by Entercom;
and any  contracts  entered  into  after the  execution  hereof  which  Entercom
expressly agrees to assume.



                                       7



<PAGE>



                           3.1.3.  All taxes and  assessments  that accrue on or
with respect to the Assets and the operation of the Station after the Adjustment
Time

                           3.1.4. Entercom shall discharge those obligations and
liabilities  for which it  receives  the  benefit  of a closing  proration  with
respect to such  liabilities  or  obligations  in  accordance  with  Section 8.2
hereof.

                  3.2.  LIABILITIES OF ARS.  Except as  specifically  assumed by
Entercom  pursuant to Section 3.1  hereof,  ARS and/or ARS License  shall pay or
discharge  any  and  all  taxes,  assessments,  accounts  payable,  commitments,
agreements, undertakings, claims, debts, demands, obligations and liabilities:

                           3.2.1. Incurred or made by ARS and/or ARS License; or

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

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

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  4.1. ARS AND ARS LICENSE. ARS and ARS License hereby represent
and warrant to Entercom that:

                           4.1.1.  CORPORATE  STANDING.  ARS and ARS License are
corporations,  duly organized,  validly  existing and in good standing under the
laws of the State of Delaware  and are  qualified to do business in the State of
California.  ARS and ARS License have full power and  authority to engage in the
business  in which  they are  presently  engaged  and 


                                       8
<PAGE>

to make and perform this Agreement  according to its terms.  ARS and ARS License
have duly and properly  taken all necessary  corporate  actions and  proceedings
required to be taken by ARS and ARS License to authorize  ARS and ARS License to
execute,  deliver and perform this Agreement and to convey, assign, transfer and
deliver to Entercom the Assets hereunder.

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

                           4.1.3.   QUALIFICATIONS  AS  ASSIGNOR.  ARS  and  ARS
License  know of no facts  which,  under  the  Communications  Act of  1934,  as
amended,  or  the  existing  rules  and  regulations  of the  Commission,  would
disqualify ARS or ARS License as an assignor of the Authorizations.

                           4.1.4. ABSENCE OF CONFLICTING ORDERS. Neither ARS nor
ARS  License  is  subject  to any  judgment,  award,  order,  writ,  injunction,
arbitration  decision or decree which  prohibits or prevents the  performance of
this Agreement or the  consummation of any transaction  contemplated  under this
Agreement,  and  there is no  litigation,  administrative  action,  arbitration,
proceeding or investigation pending, or to the knowledge of ARS and ARS License,
threatened,  against ARS or ARS License or  affecting  ARS or ARS License in any
federal,  state or local court or before any administrative agency or arbitrator
that would  adversely  affect  ARS' or ARS  License's  ability to perform  their
obligations  under  this  Agreement  or would  hinder  the  consummation  of the
transactions contemplated hereunder.

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<PAGE>

                           4.1.5.  PROPERTY.  The  Property to be  furnished  to
Entercom by ARS and ARS License, listed under the heading "Included Property" on
Schedule  4.1.5  hereto,  accurately  lists  and  includes  all of the  material
tangible  and  intangible   property   whether  real,   personal  or  mixed  and
substantially  all of the rights and interests  that are now or were at any time
since December 31, 1996 used, necessary, connected or associated with or related
to the  Assets or the  present or future  operation  of the  Station  except for
property  replaced in the ordinary  course of business with  property  listed on
Schedule  4.1.5 and except those assets  specifically  listed on Schedule  4.1.5
under the heading "Excluded Property."

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

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

                           4.1.8.   APPLICATIONS.   There  are  no  applications
relating to the Station presently pending before the Commission other than those
listed on Schedule 4.1.11 attached hereto.

                           4.1.9.  TITLE TO  PROPERTY.  Except as  disclosed  on
Schedule 4.1.9 hereto, at Closing ARS and ARS License will have good, marketable
and indefeasible 



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<PAGE>

ownership,  right,  title and  interest to the Property  including  the right to
transfer  same  free and  clear of any  mortgage,  conditional  sale  agreement,
security interest, lease, lien, hypothecation, pledge, encumbrance, restriction,
liability,  charge, claim or imperfection of title applicable to the Property or
any of the  income or revenue  therefrom  whatsoever  except  for the  Permitted
Encumbrances.

                           4.1.10.  NO  DEFAULTS.   ARS  and  ARS  License  have
complied with all of the terms of the Contracts  listed on Schedule 4.1.7 hereto
and the Leases listed on Schedule  4.1.6 hereto and such Contracts and Leases at
Closing shall be  enforceable  by ARS and ARS License in  accordance  with their
respective  terms,  except as such  enforcement  may be  limited  by  applicable
bankruptcy and similar laws affecting the  enforcement of creditors'  rights and
general  equitable  principles  affecting the enforcement of equitable  remedies
(including  within said  equitable  remedies  without  limitation  the remedy of
specific performance).  Neither ARS nor ARS License is in default thereunder and
no event has occurred  which with the passage of time or the giving of notice or
both would  constitute a default by ARS  thereunder.  To ARS' and ARS  License's
knowledge  all other  parties to the Contracts and Leases have complied with the
provisions  thereof and are not in default  thereunder and no event has occurred
which with the passage of time or the giving of notice or both would  constitute
a default by any such other party thereunder.

                           4.1.11. AUTHORIZATIONS.  All authorizations necessary
to the lawful operations of the Station as presently conducted have been granted
and  issued by the  Commission  to ARS  and/or  ARS  License  and are  listed on
Schedule 4.1.11 attached hereto and are now in full force and effect.  There are
no applications  of ARS or ARS License  relating to 



                                       11
<PAGE>

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

                           4.1.12.  PERMITS  AND  LICENSES.  In  addition to the
Authorizations  at Closing,  ARS or ARS License shall have obtained and/or holds
all other  governmental  permits and licenses necessary for the lawful operation
of the Station as it is currently  operated.  All such governmental  permits and
licenses are also listed on Schedule 4.1.11 hereto. All terms,  restrictions and
requirements  of such permits and licenses  have been  complied with and neither
ARS nor ARS License is in default of any of same.

                           4.1.13.  COMPLIANCE  WITH LAWS.  ARS and ARS  License
have  complied  in all  material  respects  with all orders (to which ARS or ARS
License  respectively is a party or is subject to),  applicable laws, rules, and
regulations  of all  federal,  state and local  







                                       12
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authorities with respect to the Assets and operation of the Station. Neither ARS
nor ARS License is, nor to ARS' or ARS License's knowledge,  has any third party
asserted  that they are in default  with  respect to or in  violation of (a) any
judgment,  order,  injunction or decree; or (b) rule or regulation of any court,
administrative  agency or other  governmental  authority,  in either case in any
respect material to this transaction.  All material  reports,  returns and other
documents  filed  by ARS and ARS  License  with  any  administrative  agency  or
governmental authority are true, correct and complete in all material respects.

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

                           4.1.15. LABOR RELATIONS.  In all respects material to
this  transaction,  ARS and ARS License have complied with all applicable  laws,
rules and  regulations  pertaining to the employment of labor,  including  those
relating  to  wages,  hours,   collective  bargaining  and  the  payment  of  or
withholding of taxes, and ARS and ARS License have withheld all amounts required
by law or agreement to be withheld  from the wages or salaries of its  employees
and are not liable for any  arrears  of wages or any tax or  withholding  or any


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<PAGE>

penalties or interest for failure to comply with any of the foregoing; and there
are no collective bargaining agreements relating to the relationship between any
employee of the  Station.  Neither ARS nor ARS License has any  knowledge of any
union organizing activities involving or targeting any employees of the Station.

                           4.1.16. EMPLOYMENT CONTRACTS.  Except as disclosed on
Schedule  4.1.16  there  are no  written  contracts  for the  employment  of any
personnel  relating to the Station and all employees of the Station are employed
on an "at will" basis which may be terminated without cause at any time and with
not more than two weeks' notice.

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

                           4.1.18.  EMPLOYEE  BENEFIT AND RETIREMENT  PLANS. ARS
and ARS License do not now  maintain  and have never  maintained  any  "employee
pension  benefit  plan" or any  "employee  welfare  benefit  plan"  (as  defined
respectively  in  Sections_3(2)  and 3(l) of ERISA)  on behalf of the  Station's
employees except as listed on  Schedule_4.1.18  hereto and all retirement plans,
bonus  arrangements,  life insurance or medical insurance  programs or any other
fringe benefit arrangements (collectively "Fringe Benefit Arrangements") for any
employees of the Station  whether  written or unwritten  except as are listed on
Schedule 4.1.18 hereto.  All "employee pension benefit plans," "employee welfare
benefit plans" and Fringe Benefit  Arrangements listed on Schedule 4.1.18 hereto
comply in all respects with all applicable  requirements  of law and regulation.
ARS and ARS License do not  maintain an employee  pension  benefit plan which is
subject  to Title IV of ERISA  and has never  sponsored  or  contributed  to any
"multi-employer pension plan" (as defined in Section 3(37) of ERISA). 

                           4.1.19.  EMPLOYEES.  Schedule  4.1.19 attached hereto
contains a listing of the name, address, salary or compensation,  accrued and/or
earned vacation,  sick leave and/or other benefits, job description and original
employment date of all current  employees of the Station along with, to the best
of ARS' and ARS License's  knowledge,  the dates and information  concerning any
previous  salary or  compensation  change or adjustment  and the reasons for any
such change or  adjustment  for each such current  employee.  Entercom  may, but
shall not be obligated  (other than through its own actions  independent  of any
provisions of this Agreement) to offer employment to any employee of Station who
was employed by ARS at or before the Closing.  With respect to any  employees of
ARS that Entercom  employs at Closing,  ARS shall be responsible  for and pay to
such employees all accrued or earned compensation and benefits of



                                       15
<PAGE>

any kind as of the Adjustment Time,  including without  limitation  severance or
other  termination  benefits if any,  provided that ARS shall not be responsible
for such items to the extent that  Entercom  agrees to be  responsible  for such
items and receives a credit therefore  pursuant to the provisions of Section 8.2
hereof.

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

                           4.1.21.  BROADCASTING CONTRACTS.  Except as disclosed
on Schedule  4.1.21,  all  Contracts for the sale of broadcast  advertising  are
terminable  without  penalty by Station on not more than  thirty (30) days prior
written  notice and all  Contracts  for the sale of broadcast  advertising  on a
trade or barter basis are subject to preemption in favor of cash advertising and
all trade or barter  advertising  under such Contracts are to be broadcast prior
to the time of  Closing.  Schedule  4.1.21  also  lists  the  trade  and  barter
contracts for the Station as of the date of this Agreement,  showing the current
amount  of  trade  and  barter  advertising   obligations  of  the  Station  now
outstanding and all trade and barter receivables owed to the Station.  The total
amount  of  all  trade  and  barter  advertising   obligations  of  the  Station
outstanding at Closing will not exceed $20,000 and the total of the value of the
advertising  obligations of the Station  outstanding less the value of the trade
and barter  receivables  owed to the  Station as of the  Closing  Date shall not
exceed Ten Thousand Dollars ($10,000).

                           4.1.22.    PROPERTY,   PLANT   AND   EQUIPMENT.   All
structures,  facilities machinery,  equipment, furniture, fixtures, automobiles,
trucks,  tools and other tangible




                                       16
<PAGE>

personal property  included within the Property are in good operating  condition
and reasonable  repair and are usable in the ordinary course of the operation of
the Station,  ordinary wear and tear excepted.  Such tangible  personal property
includes all  equipment  and devices  reasonably  necessary  for proper and safe
operation of the Station,  ordinary wear and tear  excepted in  accordance  with
generally  accepted  engineering  and  operating  practices  of a prudent  radio
broadcast operator.

                           4.1.23.  ENVIRONMENTAL  COMPLIANCE,   POLYCHLORINATED
BIPHYENYLS,  ASBESTOS  AND  OTHER  TOXIC OR  HAZARDOUS  SUBSTANCES.  None of the
Property  used by the  Station in its  operations  or for which the owner of the
Property could be held responsible  under any Environmental  Laws contains:  (i)
any asbestos,  polychlorinated  biphenals  ("PCBs") or any PCB contaminated oil;
(ii) any  Contaminants;  or  (iii) any  underground  storage  tanks.  All of the
Property  and such real  property  are in full  compliance  with all  applicable
Environmental  Laws and neither ARS nor ARS License has knowledge of any notice,
assertion or claim to the contrary.

                           4.1.24.  FINANCIAL  AND OTHER  INFORMATION.  Schedule
4.1.24 attached  hereto  contains a list of all of the financial,  technical and
operating  information provided to Entercom by ARS or ARS License concerning the
operation of the Station.  All such  information and any additional  information
provided to Entercom by ARS or ARS License  pursuant to this  Agreement  is true
and correct and not misleading,  does not fail to state any material information
necessary to make the statements made therein not misleading,  and the financial
statements  and  material to be  provided to Entercom by ARS fairly  present the
financial  condition of the Station as of the  respective  dates thereof and the
results of operation of the 



                                       17
<PAGE>

Station for the respective  periods then ended;  and were prepared in accordance
with generally accepted accounting principles consistently applied.

                           4.1.25. REAL PROPERTY.



                                    (a) The real property identified on Schedule
4.1.25 has vehicular  access to a road and is supplied with  utilities and other
services  necessary for the  operation of that portion of the Station  conducted
there.  No real property other than that listed on Schedule  4.1.25 or listed on
Schedule  4.1.5  pertaining  to Excluded  Property,  is used in, held for use in
connection  with or necessary  for the conduct of, the business or operations of
the Station. The transmitting towers,  related improvements,  guy anchors of the
transmitting towers, and the transmitter  buildings used by ARS in the operation
of the Station are located  entirely on such real property.  The improvements of
ARS and ARS License upon such real property and the current use and operation on
such  premises by ARS and ARS License  conform in all  material  respects to all
restrictive covenants, conditions,  easements, building, subdivision and similar
codes  and  federal,  state and  local  laws,  regulations,  rules,  orders  and
ordinances  and ARS has not  received  any  notice of any  violation  or claimed
violation  of any such  restrictive  covenant,  condition  or  easement,  or any
building,  subdivision  or similar  code,  or any  federal,  state or local law,
regulation,  rule,  order or  ordinance  which,  either  individually  or in the
aggregate,  could have a material  adverse  effect on the  assets,  business  or
financial  






                                       18
<PAGE>

condition of the Station.  There is no plan, study or effort by any governmental
authority  or agency  which  could  reasonably  be  expected  to have a material
adverse  effect on the assets,  business or financial  condition of the Station.
There are no latent  defects in the real  property  which  could  reasonably  be
expected to have a material adverse effect on the assets,  business or financial
condition of the Station.  All improvements upon the real property identified on
Schedule 4.1.25 are in good operating condition and repair, normal wear and tear
excluded.  Neither  ARS nor ARS  License  has  knowledge  or notice  (i) of  any
pending,  threatened,  or  contemplated  action  to take by  eminent  domain  or
otherwise  to condemn  any portion of the real  property or interest  therein or
(ii) of any levied,  threatened or proposed  assessments for public improvements
with respect to the real property.

                                    (b) The  ground  system  for the  Station is
complete and contains the requisite number of ground radials.  The ground system
for the Station is accessible and fully  contained  within real property that is
owned by ARS. The Station  operates within  licensed  parameters in both daytime
and nighttime transmission, and its proof of performance is current and complete
and indicates such compliance.

                                    4.1.26.   CLOSING.   All  of  the  foregoing
representations and warranties of ARS and ARS License shall be true and accurate
as of the Closing Date and said  representations  and warranties shall be deemed
to have been  restated  in full by ARS and ARS  License as of the  Closing  Date
except to the extent they speak as of a  particular  time other than the Closing
Date,  or  except  for  changes  contemplated  by  the  terms  hereof.  




                                       19
<PAGE>

                  4.2.  ENTERCOM   REPRESENTATIONS.   Entercom   represents  and
warrants to ARS and ARS License that:

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

                           4.2.2.   AUTHORIZATION   OF  AGREEMENT:   NO  BREACH.
Entercom has the corporate  power and authority to execute,  deliver and perform
this  Agreement and such other  agreements  as are  necessary to consummate  the
transactions  contemplated  hereby and this Agreement  constitutes the valid and
binding  obligation  of  Entercom  subject to the  receipt of the  consents  and
approvals  required  elsewhere herein.  Assuming the said consents and approvals
are obtained, neither such execution, delivery and performance nor compliance by
Entercom with the terms and provisions  hereof will conflict with or result in a
breach of any of the terms,  conditions  or  provisions  of the  Certificate  of
Incorporation or Bylaws of Entercom or any judgment, order, injunction,  decree,
regulation or ruling of any court or any other  governmental  authority to which
Entercom is subject or any material agreement or contract to which Entercom is a
party or to which it is subject, or constitute a material default thereunder.

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




                                       20
<PAGE>

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

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

                                    ARTICLE V

                                   CONDITIONS

                  5.1.  COMMISSION  CONSENT  AND  APPROVAL  AND HSR ACT  WAITING
PERIOD.  Performance of the  obligations of the parties under this Agreement and
the Closing of the  transaction  provided for herein are and shall be subject to
the  occurrence  and  concurrence  of the express  condition  precedent that the
Commission  has granted its consent and approval in writing to the assignment to
Entercom of the Authorizations issued by the Commission for the Station as
contemplated  hereby, such consent to be free of any material adverse condition,
and the waiting  periods (as it may be extended)  applicable  to the transfer of

                                       21

<PAGE>

the Assets under the  Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as
amended (the "HSR Act") shall have expired or been earlier terminated.

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

                           5.2.1. The Commission's consent and approval required
by  Section  5.1 hereof  and the  consent  and  required  approval  of any other
governmental  authority has been issued or received without any material adverse
condition and the Commission's consent shall have become a Final Order; and

                           5.2.2. The application of ARS License for the renewal
of the  Authorizations  of the  Station  shall  have been  granted  without  any
material adverse condition and such grant shall have become a Final Order by the
date that is 120 days after the closing of that certain Asset Exchange Agreement
by and between the parties dated July 18, 1997.

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

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



                                       22
<PAGE>

any of the  property  or any such  real  property  are not or may not be in full
compliance with all Environmental Laws.

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

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

                           5.2.7.  Closing  shall  have been  consummated  on or
before June_30,  1998 provided that the failure to consummate  Closing shall not
be due to a default by Entercom in its obligations hereunder.

                           5.2.8.  Closing  under the Asset  Exchange  Agreement
between the parties dated as of July 18, 1997, shall have occurred.

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

                           5.3.1.  Entercom's   representations  and  warranties
contained  in Section  4.2  hereof  shall be true and  correct  in all  material
respects at and as of the Closing  Date as if made on and as of such date except
to the extent they speak as of a particular time other than the 



                                       23
<PAGE>

Closing Date and only if the failure of any such  representation  or warranty to
be true and correct at Closing prevents  Entercom from  consummating the Closing
hereunder.

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

                  5.4.  NONOCCURRENCE  OF  CONDITIONS.   This Agreement  may  be
terminated in accordance with Article IX hereof as follows:

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

                           5.4.2. By Entercom if Entercom is not then in default
hereunder and the conditions  set forth in  Section_5.2 of this Agreement  shall
not either have been met or waived by Entercom; and

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


                                   ARTICLE VI

                           OPERATIONS PENDING CLOSING.

                  6.1. AFFIRMATIVE COVENANTS OF ARS AND ARS LICENSE.  During the
period from the date of this  Agreement to the Closing Date, ARS and ARS License
shall:

                  6.1.1.  Conduct the business and  operations of the Station in
accordance with sound and prudent  operating  practices and all  requirements of
law and regulation and, to 




                                       24
<PAGE>

the extent  consistent with the foregoing,  in the same manner in which the same
have  heretofore  been  conducted  with the  intent of  preserving  the  ongoing
operations  and business of the Station.  In  connection  therewith  ARS and ARS
License  shall  use  their  reasonable   efforts  to  preserve  the  operations,
organization  and reputation of the Station  consistent  with past practice,  to
preserve the good will and business of the Station's advertisers,  suppliers and
others having business relations with the Station with no less effort than as in
the prior conduct of the business of the Station.

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

                  6.1.3.  Consult with Entercom  regarding any proposed material
changes to the operation of the Station to insure the continued operation of the
Station as it is now operated  and  cooperate  with  Entercom to insure a smooth
transfer of ownership and  continuity  



                                       25
<PAGE>

of  operations  at Closing.  The  foregoing  shall not be  construed  to require
Entercom  to consult  with ARS or ARS  License or to render any advice to ARS or
ARS License.

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

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

                  6.1.6. ARS and/or ARS License shall make capital  expenditures
reasonably required to maintain and repair the Station equipment and to continue
the operations of the Station consistent with past practice.

                  6.1.7. ARS shall,  within thirty (30) days after the execution
of this Agreement at its expense,  (i)  commission a qualified  title company to
prepare and provide to Entercom a  preliminary  title report with respect to the
real property within the Station  Property 



                                       26
<PAGE>

other  than  the  real  property  subject  to the  Communications  Site  License
Agreement (the "KCTC Preliminary Title Report"),  and ARS shall promptly provide
a copy of the KCTC Title Report to Entercom,  together with  complete  copies of
all  documents  relating  to  the  title  exceptions  referred  to in  the  KCTC
Preliminary  Title Report,  (ii) commission a qualified  surveyor to prepare and
provide to  Entercom a Category  1-A  Condition  IV Survey of the real  property
within  the  Station  Property  other  than the  real  property  subject  to the
Communications Site License Agreement (the "KCTC Survey") depicting the location
of all title  exceptions.  Entercom  shall have the right to  disapprove  of any
title exceptions other than Permitted  Encumbrances (whether or not disclosed in
the KCTC Preliminary  Title Report) which in Entercom's  reasonable  discretion,
have an adverse impact on the Property or Entercom's  use thereof,  and Entercom
shall notify ARS of any such  disapproval  within thirty (30) days after receipt
of the KCTC  Preliminary  Title  Report and KCTC Survey by  Entercom.  All title
exceptions set forth in the KCTC  Preliminary  Title Report and any supplemental
reports or updates to the KCTC  Preliminary  Title Report and not disapproved by
Entercom  within the time periods  provided  herein shall  constitute  Permitted
Encumbrances.  Prior to the Closing, ARS shall, at its expense,  remove or cause
to be removed, all disapproved exceptions (the "Disapproved Matters") or, in the
alternative, obtain title insurance in a form satisfactory to Entercom, insuring
against the effect of such Disapproved Matters.

                  6.1.8.  ARS and ARS  License  shall use their best  efforts to
prosecute with the Commission the application for renewal of the Authorizations,
such that the application is granted without any material adverse condition and,
to the extent  reasonably  possible,  on or prior to the date for  expiration of
such Authorizations.

                                       27
<PAGE>

                  6.1.9.  Within  a  period  of  ten  (10)  days  following  the
execution of this Agreement, ARS and ARS License shall use their best efforts to
finalize  all  schedules  referred  to in  Section_4.1  and shall use their best
efforts thereafter to promptly  supplement or amend the final schedules referred
to herein with respect to any matter  arising  after the date of this  Agreement
that would have been  required to make such  schedules  complete  and  accurate.
Prior to the acceptance of final  schedules or any  modification of any schedule
referred to in Section_4.1 by ARS or ARS License pursuant to this Section_6.1.9,
Entercom and ECI shall have the right to approve such schedule or  modification,
such  approval  not to be  unreasonably  withheld,  conditioned  or delayed.  If
Entercom  disapproves of any final schedule or modification  thereafter pursuant
to this  Section_6.1.9,  any such schedule or proposed  modification will not be
accepted or permitted, as the case may be, except as thereafter agreed to by the
parties.  If the parties fail to agree in the exercise of reasonable  good faith
judgment  on any such final  schedule  or proposed  modification  thereto,  this
Agreement shall  terminate and no party shall have any further  liability to any
other party hereunder in the case of disagreement over final schedule or, in the
case of a schedule  modification,  Entercom  may  proceed  to  Closing  and seek
indemnification pursuant to Section_9.7 hereof.

                  6.1.10.  ARS  shall  consult  with  Entercom   concerning  any
impending expiration of any Lease or Contract and renew such Leases or Contracts
to the extent requested by Entercom,  with such modified terms (if any) as shall
be approved by Entercom.

                  6.2.  NEGATIVE  COVENANTS  OF ARS  AND  ARS  LICENSE.  Unless
Entercom  has  given  its  consent  in  writing,  which  consent  shall  not  be
unreasonably  withheld or delayed,  ARS and ARS License  shall not,  directly or
indirectly, during the period from the date hereof to the Closing Date:

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

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

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

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

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

                                       29
<PAGE>


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

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

                           6.2.8.  Increase or decrease  the number of full time
employees  currently  employed solely by the Station or increase or decrease the
total current  weekly  employee  payroll  expense from that existing in the last
payroll  period in June,  1997 for the Station by more than ten percent (10%) or
materially change any sales commission formula.

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

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

                           6.2.11.  Reduce  by more than ten  percent  (10%) the
amount or modify the type of research and external promotion advertising for the
Station from that which has been  budgeted by ARS as reflected in the  documents
listed on Schedule 4.1.24 hereto.

                           6.2.12.  Reduce or  increase by more than ten percent
(10%) the amount of on-air promotion,  contests or the dollar value of prizes on
the  Station  from  that  which has been  budgeted  by ARS as  reflected  in the
documents listed on Schedule 4.1.24 hereto.






                                       30
<PAGE>

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

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

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

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

                           6.2.17.  Renew, extend, modify or cancel, or allow or
suffer the automatic renewal,  extension or cancellation of any of the Contracts
or  Leases,  except  for  renewal of such  Contracts  or Leases as is  otherwise
provided herein.

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

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

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

                  6.3.  NO  CONTROL  BY  ENTERCOM.  Nothing  contained  in  this
Agreement  shall give to  Entercom  any right to control the  operations  of the
Station prior to the 

                                       31
<PAGE>

Closing  Date.  Any  advice,  counsel or consent  given to ARS or ARS License by
Entercom  under this  Article VI will not  mitigate,  detract  from or otherwise
affect ARS' or ARS License's  representations,  warranties or obligations  under
this Agreement and the consequences of ARS and/or ARS License acting on any such
advice, counsel or consent will be solely ARS' and ARS License's responsibility.
Any advice, counsel or consent given to Entercom by ARS and/or ARS License under
this Article VI will not mitigate,  detract from or otherwise affect  Entercom's
representations, warranties or obligations under this Agreement.

                                   ARTICLE VII

                             PREPARATION FOR CLOSING

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


                                       32
<PAGE>

the  Commission  as  required  to permit the  consummation  of the  transactions
contemplated by this Agreement.

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

                  7.3.  CONFIDENTIALITY.  Entercom  hereby  covenants and agrees
that in the  event  the  transactions  contemplated  by this  Agreement  are not
consummated for any reason whatsoever,  Entercom will upon request return to ARS
within  ten  (10)  days  from  the  date  of such  request,  all  copies  of all
information  designated  at the time of delivery as  confidential  by ARS or ARS
License regarding ARS or ARS License,  the Assets,  the Station and the business
and operation of the Station;  and Entercom hereby  covenants and agrees to hold
all such information (the  "Confidential  Information") in confidence and not to
disclose, or cause any representative, agent or employee of Entercom to disclose
to any third parry any portion of the  Confidential  Information  and not to use
any portion of the Confidential Information for Entercom's own benefit.

                  7.4.   HART-SCOTT-RODINO    NOTIFICATION.   As   promptly   as
practicable  and no later  than  twenty  (20) days  after the date  hereof,  the
parties  hereto  shall  take all steps  reasonably  necessary  to file and shall
participate in the filing of all requisite documents and notifications  required
to be filed  pursuant to the HSR Act.  All filing fees in  connection  with such
notifications  shall be divided  equally  between ARS and Entercom.  The parties
agree diligently to take and fully cooperate in the taking of, all necessary and
proper steps,  and provide any additional  information  reasonably  requested in
order to obtain promptly the expiration of the waiting period under the HSR Act.


                                  ARTICLE VIII

                                     CLOSING

                  8.1.  CLOSING.  Closing shall take place at the time and place
agreed to by the parties hereto.  In the absence of agreement thereon and except
as modified  elsewhere  herein,  the  Closing  shall take place by mail at 10:00
a.m.,  Eastern  Time on a date  selected  by  Entercom on at least five (5) days
prior  written  notice but not later than,  except as set forth below,  five (5)
business  days  after  the  later  of:  (a) the  satisfaction  or waiver of each
condition to closing contained herein (other than such conditions as can only be
satisfied at the Closing); and (b) the expiration of any period of extension for
Closing provided elsewhere in this Agreement.  If such date falls on a Saturday,
Sunday or legal holiday in the State of California, then such Closing shall take
place as provided herein on the next business day.

                  8.2.  ADJUSTMENTS.  Operation of the Assets and the income and
expense  attributable thereto up to the Adjustment Time shall be for the account
of ARS and  thereafter for the account of Entercom.  Proration  between ARS, ARS
License and Entercom of the items

                                       34

<PAGE>

mentioned  in this  section  shall  be  effected  as of the  Adjustment  Time in
accordance with the provisions of this section.  If the amount of any such items
cannot  readily be  ascertained  on the Closing  Date, an estimate of the proper
proration  of such  items  shall be agreed  upon by the  parties  and the actual
proration  of such item shall be  computed  and paid not later than  ninety (90)
days from the Closing Date.  Such proration shall include,  without  limitation,
the following:

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

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



                                       35
<PAGE>

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

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

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



                                       36
<PAGE>

interest  which are  assessed and be entitled to recover any rebate or refund on
account of any such taxes or amounts  which  accrue at or before the  Adjustment
Time,  provided  that any such  penalty or  interest  or portion  thereof  which
results  from any failure by Entercom  to perform any of  Entercom's  obligation
under this Agreement after the Closing shall be Entercom's responsibility.

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

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

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

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

                           8.3.4.  A certified  copy of resolutions of the Board
of Directors of ARS and ARS License duly authorizing the execution, delivery and
performance  of this Agreement 



                                       37
<PAGE>

and all  documents  to be executed  and  delivered by ARS and ARS License at the
Closing and thereafter.

                           8.3.5. A certificate  signed by an authorized officer
of ARS and ARS License, to the effect that no act or omission of ARS or state of
facts  contrary to the  agreements,  representations  and  warranties  contained
herein  has  been  taken  or has  occurred  and that  said  representations  and
warranties are true and correct in all material  respects as of the Closing Date
with the same effect as if made as of the time of Closing.

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

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

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

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

                                    8.3.7.3. All corporate  proceedings required
to be taken by ARS and ARS License to authorize  ARS and ARS License to execute,
deliver and perform this 


                                       38
<PAGE>

Agreement  and to convey,  assign,  transfer  and deliver to Entercom the Assets
hereunder have been duly and properly taken;

                                    8.3.7.4.  This  Agreement  and all documents
and instruments  executed and delivered hereunder by ARS and ARS License are the
legal,  valid  and  binding  obligations  of ARS and ARS  License  and have been
validly  executed on behalf of ARS and ARS License and are valid and enforceable
in accordance with their terms,  except as such enforceability may be limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting the enforcement of creditor's  rights  generally and by application of
general  equitable  principles  affecting the enforcement of equitable  remedies
(including within said equitable  remedies,  without  limitation,  the remedy of
specific performance).

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

                                       39
<PAGE>

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

                                    8.3.7.7.  Such  counsel  knows of no  claim,
legal action, court action,  suit,  arbitration,  governmental  investigation or
other legal, administrative, or tax proceeding pending or threatened against ARS
or ARS License or to which ARS or ARS License is or would be a party or relating
to the Assets or the  transactions  contemplated  by this Agreement  which would
have an  adverse  effect  on the  Station  business  or on the  Assets or on the
transfer  of the Assets to  Entercom,  other  than  those set forth in  Schedule
4.1.14.

                                    8.3.7.8. ARS License is the authorized legal
holder of the  Authorizations.  The Authorizations are in full force and effect.
To such counsel's knowledge after reasonable investigation: (i) there is not now
pending or threatened any action by or before the Commission to revoke,  cancel,
rescind,  modify or refuse to renew any of the  Authorizations and (ii) there is
not  then  pending  or  threatened,  issued  or  outstanding  by or  before  the
Commission, any investigation,  Order to Show Cause, Notice of Violation, Notice
of Apparent  Liability  or Notice of  Forfeiture  or  complaint  concerning  the
Station or  concerning  ARS or ARS License if such matter  could have an adverse
effect on the Station or the  consummation of the  transactions  contemplated by
this Agreement.

                                    8.3.7.9. The Commission has granted approval
to the assignment of the  Authorizations  and the application for renewal of the
Authorizations such grants have become a Final Order (unless waived by Entercom)
in  accordance  with the rules and  


                                       40
<PAGE>

regulations of the  Commission,  subject to timely notice of consummation of the
sale of the Assets and assignment of the Authorizations.

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

                           8.3.9.  The  Communications  Site  License  Agreement
executed by American  Tower  Systems  Corporation,  in the same form attached as
Exhibit A hereto.

                           8.3.10.  ARS  shall  deliver  to  Entercom  a General
Warranty Deed in recordable  form  transferring a fee simple interest in any fee
estate included within the Property other than the real property  subject to the
Communications Site License Agreement and a fully paid policy of title insurance
(ATLA  owners  policy-Form  1970,  if  available  or Form 1984 or 1990 with 1970
endorsements),  for the benefit of insuring  good and  marketable  title to such
real  property  free and clear of all liens and  encumbrances  issued by a title
insurance company reasonably  acceptable to Entercom and in the amount allocated
to such real property hereunder, subject to standard title exceptions and survey
exceptions,  none of which will impair or interfere  with the  continued  use of
such real property as such is currently used.

                  8.4. CLOSING DELIVERIES TO ARS. At the Closing, Entercom shall
deliver to ARS or a qualified intermediary  designated by ARS the Purchase Price
as set forth in Section  2.3 and  deliver to ARS or a  "qualified  intermediary"
designated by ARS the  following  

                                       41
<PAGE>

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

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

                           8.4.2.  One  or  more  Agreements   whereby  Entercom
assumes  and  agrees  to pay  when  due any  liabilities  of ARS or ARS  License
specifically assumed by Entercom 


                                       42
<PAGE>

hereunder,  including without limitation,  those liabilities  accruing after the
Adjustment  Time with respect to those  Leases and  Contracts  being  assumed by
Entercom hereunder.

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

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

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

                  8.6.  DAMAGE  TO  PROPERTY.  If, at the time of  Closing,  the
tangible  personal  property to be sold  hereunder  shall have  suffered loss or
damage to an extent that affects the value  thereof and ARS or ARS License shall
not have  repaired,  replaced or restored  the same with  property of like kind,
quality and value, Entercom shall have the right at its 


                                       43
<PAGE>

election to  (i) complete  the purchase and Closing,  in which event it shall be
entitled to a reduction in the Purchase Price equal to the greater of the amount
necessary to repair,  replace or restore such damaged  property with property of
like kind,  quality  and value or the amount of any and all  insurance  proceeds
available  to ARS,  if any,  collectible  by  reason  of  such  loss or  damage,
(ii) postpone  closing  until  such  time as ARS or ARS  License  shall  have so
repaired, replaced or restored such property, provided that if such postponement
exceeds  ninety (90) days then Entercom  shall have the right to terminate  this
Agreement in accordance with Article IX hereof.

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


                                   ARTICLE IX

                    TERMINATION, DEFAULT AND INDEMNIFICATION

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

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

                                       44
<PAGE>


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

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

                  9.3.  DEFAULT.   The  following  shall  constitute  a  default
hereunder:

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

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

                  9.4.  ARS'  REMEDY.  In the event  Entercom  is  obligated  to
complete Closing  hereunder and defaults in such obligation which default is not
waived by ARS, ARS' sole remedy shall be to receive Two Hundred Thousand Dollars
($200,000)  as  liquidated  damages in full and final  settlement  of all claims
under  this  Agreement  and  there  shall be no other  or  further  obligations,
liabilities  or remedies of the parties  hereunder.  In the event Closing occurs
hereunder,  ARS' or ARS  License's  remedy for any default by Entercom  shall be
indemnification pursuant to Section 9.7 hereof.


                                       45
<PAGE>

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

                           9.5.1.  Entercom may by written notice to ARS and ARS
License  terminate  this  Agreement in which event Entercom shall be entitled to
recover  from ARS or ARS License any damages  Entercom  sustained as a result of
the  default by ARS and/or ARS License  hereunder.  

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

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

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

                                       46
<PAGE>

                  9.7. INDEMNIFICATION.

                           9.7.1.  By ARS and ARS  License.  ARS and ARS License
shall indemnify, defend and hold Entercom and its officers, directors, employees
and  affiliates  harmless  from,  against and with  respect to any and all loss,
damage, claim, obligation,  assessment, cost, liability, and expense (including,
without limitation,  reasonable  attorney's fees and costs and expenses incurred
in investigating,  preparing, defending against or prosecuting any litigation or
claim, action,  suit,  proceeding or demand) of any kind or character (a "Loss")
incurred,  suffered,  sustained  or  required  to be  paid  by any of  them  and
resulting from, related to or arising out of:

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

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

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

                                    (d)  ARS'  or  ARS  License's  operation  or
ownership  of the Assets prior to the  Adjustment  Time,  including  any and all
obligations and liabilities  


                                       47
<PAGE>

arising  under the  Authorizations  or the  Contracts and Leases which accrue or
relate to a period of time prior to the Adjustment Time; or

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

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

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

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


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


                                       48
<PAGE>

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

                           9.7.3. Procedures.  Any party seeking indemnification
under this  Agreement  (the  "Indemnified  Party") shall give the party from who
indemnification is sought (the "Indemnifying Party") written notice of any claim
or the commencement of any action or proceeding for which the Indemnified  Party
seek  indemnification,  and the Indemnified  Party shall permit the Indemnifying
Party to assume the defense of any such claim or any  litigation  resulting from
such claim,  unless injunctive relief is sought against the Indemnified Party in
which case the  Indemnified  Party shall have the right to join in any  defense.
The Indemnified Party's failure to give the Indemnifying Party notice under this
clause  shall not preclude the  Indemnified  Party from seeking  indemnification
from the  Indemnifying  Party except to the extent that the Indemnified  Party's
failure has materially prejudiced the Indemnifying Party's ability to defend the
claim or litigation. The Indemnifying Party shall not settle any claim for which
the Indemnified Party seeks  indemnification or consent to entry of any judgment
in  litigation  arising  from such a claim  without  obtaining  a release of the
Indemnified Party from all liability in respect of such claim or litigation.  If
the  Indemnifying  Party  shall not  assume  the  defense  of any such  claim or
litigation  resulting  therefrom,  or if injunctive relief is sought against the
Indemnified Party, the Indemnified Party may defend against or settle such claim
or litigation in such manner as it may deem appropriate.  The Indemnifying Party
shall promptly  reimburse the  Indemnified  Part for the amount of all expenses,
legal or otherwise,  incurred by the  Indemnified  Party in connection  with the
defense  against or  settlement  of such claim or 


                                       49
<PAGE>

litigation.   If  no  settlement  of  the  claim  or  litigation  is  made,  the
Indemnifying Party shall promptly reimburse the Indemnified Party for the amount
of any judgment  rendered with respect to such claim or in such  litigation  and
for all expenses,  legal or otherwise,  incurred by the Indemnified Party in the
defense against such claim or litigation.


                                    ARTICLE X

                               GENERAL PROVISIONS

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

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

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

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

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


                                       51
<PAGE>

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

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

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

                  10.9. NOTICES. Any notice,  report,  demand, waiver or consent
required or permitted  hereunder  shall be in writing and shall be given by hand
delivery,   by  prepaid  registered  or  certified  mail,  with  return  receipt
requested,  by an established  national  overnight  courier  providing  proof of
delivery for next business day delivery or by telecopy addressed as follows:

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

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

                           John Pomeroy, Esq.
                           Dow, Lohnes & Albertson, PLLC
                           1200 New Hampshire Avenue, N.W.
                           Suite 800
                           Washington, D.C. 20036-6802

                                       52
<PAGE>


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

with a copy to:            Joseph D. Sullivan, Esq.
                           Latham & Watkins
                           1001 Pennsylvania Avenue, N.W., Suite 1300
                           Washington, D.C. 20004
                           Telecopy Number:  (202) 637-2201

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

                  10.10. STATION EMPLOYEES. ARS and ARS License agree that for a
period of one year after the Closing neither they nor any of their successors or
assignees will employ, offer employment to or counsel others to offer employment
to any current employee of the Station that Entercom employs after the Closing.

                  10.11. SECTION 1031 ASSET EXCHANGE.

                           10.11.1. Entercom may elect to effect the acquisition
of all or part of the  Assets as part of a  deferred  like-kind  exchange  under
Section 1031 of the Internal  Revenue Code of 1986, as amended (the "Code"),  in
lieu of buying such assets  hereunder.  If Entercom so elects,  it shall provide
notice to ARS and ARS License of its  election,  and  


                                       53
<PAGE>

thereafter  (i) may at any time at or prior to Closing  assign its rights  under
this  Agreement  to  a  "qualified  intermediary"  as  defined  in  Treas.  Reg.
ss._1.1031(k)-1(g)(4),  subject  to all of ARS'  and ARS  License's  rights  and
obligations  hereunder and (ii) shall  promptly  provide  written notice of such
assignment to all parties hereto.  Notwithstanding  the assignment of Entercom's
rights hereunder,  the parties  acknowledge and agree that the  representations,
warranties and covenants of ARS and ARS License hereunder are for the benefit of
Entercom and shall remain enforceable by Entercom against ARS and ARS License in
accordance  with the terms hereof.  ARS and ARS License shall cooperate with all
reasonable  requests of Entercom and the "qualified  intermediary"  in arranging
and  effecting  the exchange as one which  qualifies  under  section 1031 of the
Code.  Without  limiting the generality of the foregoing,  if Entercom has given
notice of its intention to effect the  acquisition  of all or part of the Assets
as part of a  tax-deferred  exchange,  ARS and ARS  License  shall (i)  promptly
provide Entercom with written acknowledgment of such notice and (ii) at Closing,
accept  payment  for all or that  portion  of the  Assets  for  which  like-kind
exchange  treatment  is sought by  Entercom  from the  "qualified  intermediary"
rather than from  Entercom  (which  payment shall  discharge  the  obligation of
Entercom  hereunder to make payment for such  assets) and  transfer,  assign and
convey such assets to Entercom.

                           10.11.2.  ARS and ARS License may elect to effect the
transfer  and  conveyance  of all or part of the  Assets  as part of a  deferred
like-kind exchange under Section 1031 of the Code in lieu of selling such assets
hereunder.  If ARS and ARS  License  so  elect,  they  shall  provide  notice to
Entercom of their  election,  and  thereafter (i) may at any time at or prior to
Closing assign their rights under this  Agreement to a "qualified  intermediary"
as defined

                                       54
<PAGE>

in Treas.  Reg.  ss._1.1031(k)-1(g)(4),  subject to all of Entercom's rights and
obligations  hereunder and (ii) shall  promptly  provide  written notice of such
assignment to all parties  hereto.  Entercom shall cooperate with all reasonable
requests of ARS and ARS License and the  "qualified  intermediary"  in arranging
and  effecting  the exchange as one which  qualifies  under  section 1031 of the
Code.  Without limiting the generality of the foregoing,  if ARS and ARS License
has given notice of their  intention to effect the acquisition of all or part of
the  Assets as part of a  tax-deferred  exchange,  Entercom  shall (i)  promptly
provide ARS and ARS License with written  acknowledgment of such notice and (ii)
at Closing,  pay that portion of the Purchase Price allocable to that portion of
the  Assets  for which  like-kind  exchange  treatment  is sought by ARS and ARS
License  to the  "qualified  intermediary"  rather  than to ARS and ARS  License
(which  payment shall  discharge the  obligation of Entercom to make payment for
such assets hereunder)





                     [THIS SPACE LEFT INTENTIONALLY BLANK]





<PAGE>


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


                                     ARS:

                                     AMERICAN RADIO SYSTEMS
                                     CORPORATION

                                     By:_______________________________

                                     Title:____________________________



                                     ARS LICENSE:

                                     AMERICAN RADIO SYSTEMS LICENSE
                                     CORPORATION

                                     By:_______________________________

                                     Title:____________________________



                                     ENTERCOM

                                     ENTERTAINMENT COMMUNICATIONS,
                                     INC.

                                     By:_______________________________

                                     Title:____________________________








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