Exhibit 10.91

                            ASSET PURCHASE AGREEMENT


         This ASSET  PURCHASE  AGREEMENT is dated August 7, 1996, by and between
American Radio Systems Corporation, a Delaware corporation ("Buyer"), and United
Broadcasting Company, a California general partnership ("Seller").

 P R E M I S E S:

         A. Seller is the licensee of and operates radio  stations  KBAY(FM) and
KKSJ(AM), San Jose, California, (each a "Station", and together, the "Stations")
pursuant  to  licenses  issued by the  Federal  Communications  Commission  (the
"FCC").

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

AGREEMENTS:

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

                                    SECTION 1

                                  DEFINED TERMS

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

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

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

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


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

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

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

         1.7  "Contracts"  means all  agreements  and  leases,  written  or oral
(including any amendments and other modifications  thereto) to which Seller is a
party or which are binding  upon Seller and affect the assets or the business or
operations of the Stations,  and (i) which are in effect on the date hereof,  or
(ii) which are entered into by Seller in the ordinary course of business between
the date hereto and the Closing Date.

         1.8 "Escrow  Deposit"  shall mean the sum of Two Million  Five  Hundred
Thousand  Dollars  ($2,500,000)  held by Media  Venture  Partners  (the  "Escrow
Agent")  pursuant  to an Escrow  Agreement  of even  date,  by and among  Buyer,
Seller, and Escrow Agent.

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

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

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

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

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



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

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

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

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

         1.18 "Time  Brokerage  Agreement"  means the Time  Brokerage  Agreement
entered  into by the  Seller  and Buyer in  substantially  the form set forth in
Schedule 6.13 hereto.

                                    SECTION 2

                           SALE AND PURCHASE OF ASSETS

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

                  (a) The Personal Property;

                  (b) The Real Property;

                  (c) The Licenses;

                  (d) The Assumed Contracts;

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

                  (f) All of the Seller's proprietary information,  that relates
         to the Stations,  including without limitation,  technical  information
         and data, machinery and equipment warranties, maps,

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         computer discs and tapes, plans, diagrams,  blueprints, and schematics,
         including filings with the FCC which relate to the Stations, if any;

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

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

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

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

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

                  (b) Any Contracts other than the Assumed Contracts;

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

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

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

                  (f) The Accounts Receivable.

         2.3 Purchase Price. The Purchase Price shall be Thirty-One  Million Two
Hundred and Twelve Thousand Dollars  ($31,212,000).  The Purchase Price shall be
adjusted to reflect any  adjustments or prorations  made and agreed to as of the
TBA Date as provided  in Section  2.4 hereof,  or as may be provided in the Time
Brokerage Agreement. The Purchase Price shall be reduced by the sum of One

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hundred  and One  Thousand  Dollars  ($101,000)  for each  calendar  month (or a
prorated  portion of such sum for any partial  calendar  month) that the Closing
occurs before August 15, 1997. The Purchase Price shall be allocated between the
Stations and their respective tangible and intangible assets, including goodwill
and license value,  in accordance  with the results of an independent  appraisal
undertaken  by Buyer which  results  Seller may but shall be under no obligation
to, adopt.

         2.4 Adjustments and Prorations.  All revenues arising from the Stations
up until  midnight on the day prior to the TBA Date,  and all  expenses  arising
from the Stations up until midnight on the day prior to the TBA Date,  including
business and license  fees  (including  any  retroactive  adjustments  thereof),
utility charges, real and personal property taxes and assessments levied against
the Assets,  accrued  employee  benefits  such as  vacation  time and sick time,
property and equipment  rentals,  applicable  copyright or other fees, sales and
service charges, taxes (except for taxes arising from the transfer of the Assets
hereunder),  and similar prepaid and deferred items,  shall be prorated  between
Buyer and Seller in accordance  with the principle that Seller shall receive all
revenues,  and all  refunds  to Seller  and  deposits  of  Seller  held by third
parties,  and shall be  responsible  for all  expenses,  costs  and  liabilities
allocable to the conduct of the business or  operations  of the Stations for the
period prior to the TBA Date,  and Buyer shall receive all revenues and shall be
responsible for all expenses,  costs and obligations allocable to the conduct of
the  business or  operations  of the Stations on the TBA Date and for the period
thereafter.  Buyer shall  receive  credit if the  Stations'  aggregate net trade
balance  is  negative  (i.e.,   trade  and  barter   accounts   payables  exceed
receivables).  Notwithstanding the foregoing,  there shall be no adjustment for,
and Seller  shall  remain  solely  liable  with  respect to, any  Contracts  not
included in the Assumed  Contracts,  or any other  obligation  or liability  not
being assumed by Buyer in accordance with Section 2.5.

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

         B. Within sixty (60) days after the Closing  Date,  Buyer shall deliver
to  Seller a  certificate  (the  "Adjustment  Certificate"),  signed by a senior
officer of Buyer  after due inquiry by such  officer  but  without any  personal
liability  to such  officer,  providing a  compilation  of the  adjustments  and
prorations  to be made pursuant to this Section 2.4,  including any  adjustments
and  prorations  made as of the TBA Date,  together  with a copy of any  working
papers  relating  to such  Adjustment  Certificate  and  such  other  supporting
evidence as Seller may  reasonably  request.  If Seller shall  conclude that the
Adjustment   Certificate  does  not  accurately   reflect  the  adjustments  and
prorations to be made pursuant to this Section 2.4, Seller shall,  within thirty
(30) days after its receipt of the Adjustment Certificate,  provide to Buyer its
written  statement  of any  discrepancies  believed to exist.  Joseph L. Winn on
behalf of Buyer,  and  Stephen  Snell on behalf of Seller,  or their  respective
designees,  shall attempt  jointly to resolve the  discrepancies  within fifteen
(15) days after receipt of Seller's discrepancy statement,  which resolution, if
achieved, shall be binding upon all parties to this Agreement and not subject to
dispute or review.  If such  representatives  cannot resolve the  discrepancy to
their mutual satisfaction within such fifteen (15) day period,  Buyer and Seller
shall,  within the following ten (10) days, jointly designate a nationally known
independent  public  accounting  firm to be  retained  to review the  Adjustment
Certificate together with Seller's discrepancy  statement and any other relevant
documents. The cost of retaining such independent public accounting

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firm shall be borne  equally  by Buyer and  Seller.  Such firm shall  report its
conclusions as to  adjustments  pursuant to this Section 2.4, which report shall
be  conclusive  on all parties to this  Agreement  and not subject to dispute or
review.  If, after  adjustment as appropriate  with respect to the amount of the
aforesaid adjustments paid or credited as of the TBA Date, Buyer is determine to
owe an amount to Seller, Buyer shall pay such amount to Seller, and if Seller is
determined  to owe an amount to Buyer,  Seller shall pay such amount  thereof to
Buyer, in each case within ten (10) days of such determination.

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

                                    SECTION 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

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

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

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

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

         3.5 Title to and  Condition  of Real  Property.  Schedule  3.5 contains
descriptions   of  all  the  Real  Property   (including  the  location  of  all
improvements  thereon),  which comprises all real property interest necessary to
conduct the business or operations of the Stations as now conducted.  Seller has
good and  marketable  fee simple title to all of the fee estates  (including the
improvements  thereof),  listed in said  Schedule  free and clear of all  liens,
mortgages, pledges, covenants, easements, restrictions,  encroachments,  leases,
charges, and other claims and encumbrances of any nature whatsoever, and without
reservation or exclusion of any mineral,  timber,  or other rights or interests,
except  for (i)  liens  for real  estate  taxes  not yet due and  payable,  (ii)
easements,  rights-of-way  and restrictions of record,  none of which materially
affects the use of such  property  and all of which are listed in Schedule  3.5,
(iii) liens in favor of Seller's lenders set forth in Schedule 3.5, and (iv) any
other claims or  encumbrances  which are described in Schedule 3.5 and annotated
to indicate  that such claims or  encumbrances  shall be removed  prior to or at
Closing.  To the best of  Seller's  knowledge,  all  towers,  guy  anchors,  and
buildings  and other  improvements,  included  in the owned  Assets are  located
entirely  on the Real  Property  listed in Schedule  3.5 or easement  rights set
forth at Schedule 3.5. Seller has delivered to Buyer true and complete copies of
all deeds,  leases,  Title  Insurance  Policies  or other  material  instruments
pertaining  to the Real Property  (including  any and all  amendments  and other
modifications of such instruments),  all of which instruments are to the best of
Seller's  knowledge,  valid,  binding and  enforceable in accordance  with their
terms.  Seller is not in material breach, nor to Seller's knowledge is any other
party in material breach,  of the terms of any of such deeds,  leases,  or other
instruments.  All Real Property  (including the improvements  thereof) (i) is in
good  condition and repair  consistent  with is age and present use,  reasonable
wear and tear  excepted,  (ii) is available  for immediate use in the conduct of
the business or operations of the Stations, and (iii) to Seller's best knowledge
materially complies as described in Schedule 3.5 with all applicable

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building,  electrical and zoning codes and all  regulations of any  governmental
authority having jurisdiction. Seller has full legal and practical access to the
Real Property.

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

         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with advertisers for the sale of time or talent on the
Stations for cash,  entered into in the ordinary course of business,  (ii) those
employment contracts and miscellaneous service contracts which are terminable at
will, in Seller's good faith opinion, without penalty, and (iii) other contracts
not involving either  aggregate  liabilities  under all such contacts  exceeding
Five Thousand Dollars ($5,000) or any material  nonmonetary  obligation.  Seller
has delivered to Buyer true and complete  copies of all written  Contracts,  and
true and complete  memoranda of all oral  Contracts  which are  acknowledged  by
Seller  (including  any and  all  amendments  and  other  modifications  to such
Contracts).  Other than the Contracts,  the Seller knows of no other contract or
agreement to enable it to carry on its business as presently  conducted.  All of
the  Assumed  Contracts  are in full  force and  effect,  and are to the best of
Seller's  knowledge,  valid,  binding and  enforceable in accordance  with their
terms,  except as the  enforceability  thereof may be  affected  by  bankruptcy,
insolvency or similar laws affecting  creditors' rights  generally,  or by court
applied equitable  remedies.  Seller is not in material breach,  nor to Seller's
knowledge  is any  other  party in  material  breach,  of the  terms of any such
Contracts.  Except as  expressly  set forth in Schedule  3.7,  the Seller is not
aware of any  intention  by any party to any Assumed  Contract  (i) to terminate
such contract or amend the terms thereof,  (ii) to refuse to renew the same upon
expiration of its term. Except for the Consents, Seller has full legal power and
authority  to  assign  its  rights  under  the  Assumed  Contracts  to  Buyer in
accordance  with  this  Agreement,  and  such  assignment  will not  affect  the
validity, enforceability and continuation of any of the Assumed Contracts.

         3.8 Consents.  Except for the FCC Consent  provided for in Section 6.1,
the HSR Consent  provided for in Section 6.12, and the other Consents  indicated
in Schedule 3.7 or described in Schedule  3.8, no consent,  approval,  permit or
authorization  of,  or  declaration  to  or  filing  with  any  governmental  or
regulatory  authority,  or any other third party is required  (i) to  consummate
this Agreement and the

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transaction contemplated hereby, (ii) to permit Seller to assign or transfer the
Assets to Buyer,  or (iii) to enable Buyer to conduct the business or operations
of the Stations in  essentially  the same manner as such  business or operations
are presently conducted.

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

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

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

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

         3.13 Employee  Benefit Plans.  Schedule 3.7 or Schedule 3.13 contains a
true and complete list as of the date of this Agreement of all employee  benefit
plans or  arrangements  applicable  to the  employees of Seller  employed at the
Stations,  and all fixed or contingent liabilities or obligations of Seller with
respect  to any  person  now or  formerly  employed  by Seller at the  Stations,
including pension or thrift plans, individual or supplemental pension or accrued
compensation arrangements, contributions to

                                        9

<PAGE>



hospitalization  or other health or life insurance  programs,  incentive  plans,
bonus  arrangements  and  vacation,   sick  leave,  disability  and  termination
arrangements or policies,  including workers' compensation policies.  Seller has
furnished or made  available  to Buyer true and  complete  copies of all written
documents or information  with respect to employee  matters and  arrangements at
the Stations,  including without limitation,  all employee handbooks,  rules and
policies, plan documents, trust agreements,  employment agreements, summary plan
descriptions,  and  descriptions of any unwritten plans listed in Schedule 3.13.
To the best of Seller's  knowledge,  any employee  benefits and welfare plans or
arrangements  listed in Schedule 3.13 were  established  and have been executed,
managed and  administered  without  material  exception in  accordance  with all
applicable requirements of the Internal Revenue Code of 1986, as amended, of the
Employee  Retirement  Income  Security  Act of 1974,  as  amended,  and of other
applicable laws. Seller is not aware of the existence of any governmental  audit
or examination of any of such plans or  arrangements or of any facts which would
lead it to believe that any such audit or  examination is pending or threatened.
There exists no action,  suit or claim (other than routine  claims for benefits)
with respect to any of such plans or  arrangements  pending or, to the knowledge
of Seller,  threatened  against  any of such plans or  arrangements,  and Seller
possesses  no  knowledge  of any facts which could give rise to any such action,
suit or claim.

         3.14  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective  bargaining  agreements  with  respect  to  the  Stations  except  as
described  in Schedule  3.7 hereto.  Seller has no written or oral  contracts of
employment  which are  acknowledged by Seller with any employee of the Stations,
other than those listed in Schedule 3.7. Seller has provided Buyer with true and
complete  copies  of all  such  written  contracts  of  employment  and true and
complete  memoranda of any such oral contracts.  Seller, in the operation of the
Stations,  has complied in all material respects with all applicable laws, rules
and regulations relating to the employment of labor,  including those related to
wages, hours, collective bargaining,  occupational safety,  discrimination,  and
the payment of social security and other payroll  related taxes,  and it has not
received  any  notice  alleging  that it has  failed to  comply in any  material
respect with any such laws, rules or regulations. No controversies, disputes, or
proceedings are pending or, to the best of its knowledge, threatened, between it
and employees (collectively) of the Stations. No labor union or other collective
bargaining  unit  represents  any of the employees of the Stations.  To the best
knowledge of Seller, there is no union campaign being conducted to solicit cards
from employees to authorize a union to request a National Labor  Relations Board
certification  election  with  respect  to  any  of  Seller's  employees  at the
Stations.

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



                                       10

<PAGE>



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

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

         3.18     Environmental Matters.

                  (a)  During  Seller's  period of  ownership  and,  to the best
         knowledge of Seller, during those of its predecessor, there has been no
         production,  storage, treatment,  recycling, disposal, use, generation,
         discharge,  release or other  handling  or  disposition  of any kind by
         Seller or any such predecessor (collectively,  "Handling") of any toxic
         or hazardous wastes, substances,  products,  pollutants or materials of
         any  kind,  including,  without  limitation,  petroleum  and  petroleum
         products  and  asbestos,  or any other  wastes,  substances,  products,
         pollutants  or  material  regulated  under any  Environmental  Laws (as
         defined below) (collectively,  "Hazardous  Materials") at, in, on, from
         or under the real property or any structure or  improvement on the real
         property owned by Seller which in any event is in material violation of
         Environmental Law. To Seller's best knowledge, its operations have been
         conducted  in material  compliance  with all  applicable  Environmental
         Laws.  There are no  pending  or  threatened  actions,  suits,  claims,
         demands, legal proceedings,  administrative  proceedings,  requests for
         information,  or other notices,  proceedings or requests (collectively,
         "Claims")   against  or  upon  Seller  based  on  or  relating  to  any
         Pre-Closing Environmental Matters (as defined below), and Seller has no
         knowledge  that any such Claims will be  asserted.  Environmental  Laws
         means  any and all  Federal,  state or  local  laws,  statutes,  rules,
         regulations,  plans, ordinances,  codes, licenses or other restrictions
         relating  to  health,  safety  or the  environment,  including  without
         limitation the Comprehensive  Environmental Response,  Compensation and
         Liability Act, the Clean Air Act the Safe Drinking Water Act, the Toxic
         Substances  Control  Act and the  Occupational  Health and Safety  Act.
         Pre-Closing  Environmental  Matters  means  (i)  the  Handling  of  any
         Hazardous  Materials on, at, in, from or under the Real Property  prior
         to the Closing Date,  including without limitation,  the effects of any
         Handling of Hazardous  Materials  within or outside the  boundaries  of
         Real Property,  (ii) the failure of Seller to be in compliance with any
         Environmental Law or (iii) any other act, omission, event or

                                       11

<PAGE>



         condition  which could give rise to liability  or  potential  liability
         under any  Environmental  Law with respect to the Real  Property or the
         present or prior business of Seller.

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

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

                  (a)  Suffered  any  material  adverse  change  in the  assets,
         operation,  business  or  properties  of  Seller  or of  the  Stations,
         including,  without  limitation,  any  material  decrease  in  audience
         ratings or operation cash flow for the Stations;

                  (b) Made any sale, assignment,  lease or other transfer of any
         of  Seller's  properties  other than in the normal and usual  course of
         business with suitable replacements being obtained therefor;

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

         3.20 Full  Disclosure.  No  representation  or warranty  made by Seller
herein nor any  certificate,  document or other  instrument  furnished  or to be
furnished  by  Seller  pursuant  hereto  contains  or will  contain  any  untrue
statement  of  a  material  fact  made   intentionally   or  in  bad  faith,  or
intentionally  or in bad faith  omits or will omit to state  any  material  fact
known to Seller  and  required  to make the  statements  herein or  therein  not
misleading.


                                       12

<PAGE>



                                    SECTION 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

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

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

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

         4.4 FCC Qualification. Buyer has no knowledge of any facts which would,
under present law  (including  the  Communications  Act of 1934, as amended) and
present  rules,  regulations  and practices of the FCC,  disqualify  Buyer as an
assignee of the  licenses,  permits and  authorizations  listed on Schedule  3.4
hereto,  or as an owner and/or operator of the Stations'  Assets.  Buyer further
represents  and  warrants  that it is  financially  qualified to meet all terms,
conditions and undertakings contemplated by this Agreement.

                                    SECTION 5

                               COVENANTS OF SELLER

         5.1 Pre-Closing Covenants.  Except as contemplated by this Agreement or
with the prior  written  consent  of  Buyer,  not to be  unreasonably  withheld,
between the date hereof and the Closing Date,  Seller shall operate the Stations
in the ordinary course of business in accordance with its past

                                       13

<PAGE>



practices (except where such would conflict with the following covenants or with
Seller's other obligations  hereunder),  and abide by the following negative and
affirmative covenants:

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

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

                  (2)  Contracts.  Except in the  ordinary  course  of  business
         modify  or  amend  any of the  Assumed  Contracts,  enter  into any new
         Contracts except in the ordinary course of business,  provided that all
         new Contracts  (other than  Contracts  for the sale of broadcast  time)
         shall  not  involve  either  aggregate   liabilities  exceeding  Twenty
         Thousand Dollars  ($20,000) (unless expended in compliance with Section
         5.1.B. (5) herein), or any material nonmonetary obligation;

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

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

                  (5)  Programming.  Make any material  changes in the broadcast
         hours or in the  percentages of types of  programming  broadcast by the
         Stations,   or  make  any  other  material  changes  in  the  Stations'
         programming policies, except such changes as in the good faith judgment
         of the Seller are required;

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

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

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


                                       14

<PAGE>



         B.       Affirmative Covenants.  Seller shall do the following:

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

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

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

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

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

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

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



                                       15

<PAGE>



                  (8) Trade and Barter Agreements.  Provide prior to the Closing
         Date the  advertising  time due under any trade and  barter  agreements
         listed in Schedule 3.7 in accordance with past practice;

                  (9) Financial Information. Furnish to Buyer within thirty (30)
         days after the end of each month ending between the date hereof and the
         Closing Date a statement of income and expense for the month just ended
         and such other financial information (including information on payables
         and receivables) as Buyer may reasonably  request and which is prepared
         in the ordinary course of business.

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

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

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

                                    SECTION 6

                        SPECIAL COVENANTS AND AGREEMENTS

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

                  A. Within five (5) days after the execution of this Agreement,
Buyer and Seller  shall  file with the FCC an  appropriate  application  for FCC
Consent.  The parties  shall  prosecute  said  application  with all  reasonable
diligence  and  otherwise  use their  best  efforts  to obtain the grant of such
application as  expeditiously  as  practicable.  If the FCC Consent  imposes any
condition on any party  hereto,  such party shall use its best efforts to comply
with such condition unless compliance would be unduly burdensome or would have a
material adverse effect upon it. If reconsideration or judicial review is sought
with respect to the FCC  Consent,  Buyer and Seller shall oppose such efforts to
obtain reconsideration or judicial review (but nothing herein shall be construed
to limit any party's right to terminate this Agreement  pursuant to Section 9 of
this Agreement).

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions on Buyer,  (ii)  compliance by the parties  hereto with the condition
(if any) imposed in the FCC Consent, and (iii) the FCC Consent, through the

                                       16

<PAGE>



passage of time or otherwise, becoming a Final Order, provided, though, that the
condition  that the FCC Consent shall have become a Final Order may be waived by
Buyer, in its sole discretion.

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

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

         6.4 Brokers. Buyer and Seller each represents and warrants that neither
it nor any person or entity  acting on its behalf has incurred any liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement,  except for Media Venture Partners,  the payment
of whose fee  (which  shall be equal to 1.68% of the  Purchase  Price)  shall be
shared and paid equally by Buyer and Seller.

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

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

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

                                       17

<PAGE>



         6.8      Risk of Loss.

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

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

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

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

         6.9      Employee Matters.

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

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

                  C. Except as otherwise set forth herein,  Buyer will not incur
any  liability  on  account  of  Seller's   employees  in  connection  with  the
transaction, including, without limitation, any

                                       18

<PAGE>



liability  on  account  of  unemployment  insurance  contributions,  termination
payments, retirement, pension, profit-sharing, bonus, severance pay, disability,
health,  accrued vacation,  accrued sick leave (unless a pro-rated adjustment is
made as to vacation or sick leave) or other employee  benefit plans,  practices,
agreements, or understandings.

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

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



                                       19

<PAGE>



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

         6.13 Time Brokerage Agreement. Buyer and Seller shall enter into a Time
Brokerage in substantially the form set forth in Schedule 6.13.

                                    SECTION 7

                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

         7.1 Conditions to Obligations to Buyer. All obligations of Buyer at the
Closing  hereunder  are subject to the  fulfillment  prior to and at the Closing
Date of each of the following  conditions  any of which may be waived in writing
by Buyer:

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

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

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

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

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

                  F. Adverse Change.  Between the date of this Agreement and the
TBA Date, there shall have been no material adverse change in the Assets, or the
business or operations of the Stations, including, without limitation,  Seller's
having  achieved at the Stations  during the twelve month period ending December
31, 1995,  Gross  Revenues of no less than Four Million Seven  Hundred  Thousand
Dollars  ($4,700,000) and Cash Flow of no less than One Million Four Hundred and
Seventy-Five

                                       20

<PAGE>



Thousand Dollars ($1,475,000). For purposes of this Section, Gross Revenues will
be defined as gross income from advertising time sales excluding  noncash barter
or trade  transactions,  if any,  and Cash Flow will be  defined  as net  income
excluding  noncash  barter or trade  transactions,  if any, and after  restoring
thereto amounts previously  deducted for depreciation;  amortization;  interest;
management fees and any other home office allocations.

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

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

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

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

                                    SECTION 8

                         CLOSING AND CLOSING DELIVERIES

         8.1 Closing.  The Closing  shall take place at 10:00 a.m. on a date, to
be set by Buyer,  upon five (5) days written notice to Seller, no later than ten
(10) days following the date upon which the FCC Consent has become a Final Order
(the "Closing Date"), provided, though, that Buyer may waive the requirement for
a Final Order and schedule the Closing Date,  with five (5) days written  notice
to Seller,  at any time after the receipt of FCC Consent.  Closing shall be held
at the  offices of  Seller's  counsel or such other  place as shall be  mutually
agreed to by Buyer and Seller.

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

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


                                       21

<PAGE>



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

                  (c) General Partner's Certificate. A certificate,  dated as of
         the  Closing  Date,  executed  by at  least  one  of  Seller's  General
         Partners,  certifying:  (i) that the  representations and warranties of
         Seller  contained  in this  Agreement  are  true  and  complete  in all
         material   respects  as  of  the  Closing  Date,   except  for  changes
         contemplated by this Agreement,  as though made on and as of that date;
         (ii)  that  Seller  has,  in  all  material  respects,   performed  its
         obligations and complied with its covenants set forth in this Agreement
         to be  performed  and  complied  with prior to or on the Closing  Date;
         (iii) certifying that the resolutions, as attached to such certificate,
         were duly adopted by Seller's  authorizing  and approving the execution
         of this  Agreement by Seller and the  consummation  of the  transaction
         contemplated  hereby and that such resolutions remain in full force and
         effect; and (iv) a copy of Seller's Partnership  Agreement as in effect
         on the date hereof.

                  (d) Licenses,  Contracts,  Business  Records,  Etc. Copies, if
         available, of all licenses, Assumed Contracts, blueprints,  schematics,
         working drawings, plans, projections,  statistics, engineering records,
         and all  files  and  records  used by  Seller  in  connection  with its
         operations of the Stations;

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

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

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

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

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

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

                                       22

<PAGE>



                  (d) Secretary's  Certificate.  A certificate,  dated as of the
         Closing Date,  executed by Buyer's  Secretary:  (i) certifying that the
         resolutions,  as  attached  to such  certificate,  were duly adopted by
         Buyer's Board of Directors,  authorizing and approving the execution of
         this Agreement and the  consummation  of the  transaction  contemplated
         hereby and that such resolutions remain in full force and effect;  (ii)
         a copy of the corporate  charter,  articles of incorporation and Bylaws
         of Buyer  as in  effect  on the  Closing  date,  certified  by  Buyer's
         secretary as of the Closing Date; and (iii) good standing  certificates
         from  the   Secretary  of  the  States  of  Delaware  and   California,
         respectively,  each  dated no more  than  five  (5)  days  prior to the
         Closing Date.

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

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

                                    SECTION 9

                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

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

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

                  (c) If the  Closing  shall  not  have  occurred  on or  before
         February 28, 1997.

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

                                       23

<PAGE>



interest or other proceeds from the investment  thereof,  less any  compensation
due the Escrow Agent, shall be paid to Buyer.

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

         9.3  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages alone will not be adequate.  Buyer shall therefore be entitled to obtain
specific performance of the terms of this Agreement.  Only in the event specific
performance is not available or granted to Buyer shall Buyer be entitled to seek
money  damages from  Seller.  In no event shall Buyer be entitled to recovery of
any  consequential  or punitive  damages.  In the event of any action to enforce
this  Agreement,  Seller  hereby  waives the  defense  that there is an adequate
remedy at law.  In the event of a default  by a party  hereto  (the  "Defaulting
Party")  which  results  in  the  filing  of a  lawsuit  for  damages,  specific
performance,  or other remedy the other party (the Nondefaulting Party) shall be
entitled to  reimbursement  by the Defaulting Party of reasonable legal fees and
expenses  incurred  by the  Nondefaulting  Party in the event the  Nondefaulting
Party prevails.

                                   SECTION 10

                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties,  and shall  survive the Closing  Date for a period of eighteen  (18)
months (the "Survival  Period").  No claim for indemnification may be made under
this  Section 10 (except for section  10.3(a) or related  claims  under  Section
10.3(c)) after the expiration of the Survival Period.  Any  investigations by or
on behalf of any party hereto shall not constitute a waiver as to enforcement of
any  representation  or warranty  contained  herein,  except that insofar as any
party has  knowledge of any  misrepresentation  or breach of warranty at Closing
and such  knowledge  is  documented  in writing at Closing,  such party shall be
deemed to have waived such misrepresentation or breach.



                                       24

<PAGE>



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

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

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

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

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

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

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

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

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

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

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

                                       25

<PAGE>



party against  Claimant,  such notice shall be given by Claimant within five (5)
days  after  written  notice of such  action,  suit or  proceeding  was given to
Claimant.

                  B.  Following  receipt of notice from the Claimant of a claim,
the Indemnifying Party shall have thirty (30) days to make such investigation of
the claim as the  Indemnifying  Party  deems  necessary  or  desirable.  For the
purposes of such  investigation,  the Claimant  agrees to make  available to the
Indemnifying  Party  and/or its  authorized  representative(s)  the  information
relied upon by the Claimant to  substantiate  the claim. If the Claimant and the
Indemnifying  Party agree at or prior to the  expiration of said thirty (30) day
period (or any  mutually  agreed upon  extension  thereof) to the  validity  and
amount of such  claim,  or if the  Indemnifying  Party does not  respond to such
notice,  the Indemnifying  Party shall  immediately pay to the Claimant the full
amount of the claim.  If the  Claimant and the  Indemnifying  Party do not agree
within said period (or any mutually agreed upon extension thereof), the Claimant
may seek appropriate legal remedy.

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

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

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

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

                                   SECTION 11

                                  MISCELLANEOUS

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

                                                           26

<PAGE>



delivery or the date set forth in the records of the delivery  service or on the
return receipt, and (iv) addressed as follows:

If to Seller:                United Broadcasting Company
                             P.O. Box 6616
                             San Jose, CA 95150
                             Attn: Steven Snell, Managing Partner

with a copy
(which shall not
constitute notice) to:       Terence L. Bruiniers, Esq.
                             Farrand, Cooper & Bruiniers
                             235 Montgomery Street, Suite 1035
                             San Francisco, CA 94104
                             Fax: (415) 677-2950

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


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

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

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



                                       27

<PAGE>



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

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

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

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

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

         11.9 Arbitration.  Any dispute arising out of or in any way relating to
this Agreement shall be resolved at San Jose, California, by arbitration through
the Judicial  Arbitration and Mediation  Service  ("JAMS") or other  alternative
dispute resolution agency mutually  acceptable to the parties,  before a retired
judge or justice of the California courts.  Without limiting any other powers of
the arbitrator,  such arbitrator  shall have the authority of a judge pro tem of
the  California  Superior  Court,  with the  authority  to issue any  injunctive
orders, including any ex parte orders, deemed necessary or appropriate under the
circumstances.  Arbitration  shall be conducted as a trial by the court applying
the substantive  law of the State of California  (without regard to its conflict
of law rules) with a written  statement of decision,  as provided  under Section
632 of the Code of Civil Procedure.  Judgment upon the arbitrator's award may be
entered in any court of competent jurisdiction. Both parties expressly

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submit and agree to the jurisdiction  and venue as provided herein.  The parties
shall share equally the  arbitrators  fees,  however the  arbitrator  may direct
recovery of such fees as costs by the prevailing party. In any such arbitration,
and in any legal action in enforcement or appeal thereof,  the prevailing  party
shall in the  arbitrator's  discretion  be  entitled  to an award of  reasonable
attorneys' fees in addition to any other relief granted.

         11.10  Counterparts.  This  Agreement  may be signed  in any  number of
counterparts  with the same effect as if the signature on each such  counterpart
were  upon  the  same  instrument.  Facsimile  transmitted  signatures  shall be
accepted as originals.


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


SELLER:                    UNITED BROADCASTING COMPANY

                           By: ___________________________________________
                                 Stephen P. Snell, Management Committee Member


                           By: ___________________________________________
                                Christopher Snell, Management Committee Member

                           By: ___________________________________________
                                 Patricia Elek, Management Committee Member

                           By: ___________________________________________
                                 James Farr, Management Committee Member

                           By: ___________________________________________
                                 Anita Mardikian, Management Committee Member

                           By: ___________________________________________
                                 Haig Mardikian, Management Committee Member


BUYER:                     AMERICAN RADIO SYSTEMS CORPORATION

                           By: ______________________________
                           Title: _____________________________



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                      SCHEDULES TO ASSET PURCHASE AGREEMENT


         1.8            Escrow Agreement

         2.2            Excluded Assets

         3.4            Licenses

         3.5            Real Property

         3.6            Personal property

         3.7            Assumed Contracts

         3.8            Consents required

         3.9            Trademarks; trade names; copyrights

         3.11           Insurance policies

         3.13           Employee benefits; health insurance; vacation policy

         3.14           Employment contracts

         3.16           Claims; legal actions

         6.5            Noncompetition Agreement

         8.2            Opinion of Seller's General and FCC Counsels

         8.3            Opinion of Buyer's General Counsel




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