EXHIBIT 10.16










                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                       AMERICAN RADIO SYSTEMS CORPORATION,

                      AMERICAN RADIO SYSTEMS LICENSE CORP.

                                       AND

                         JAMES CRYSTAL ENTERPRISES, L.C.

                                      * * *

                                OCTOBER 24, 1997

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                                TABLE OF CONTENTS

                                                                           Page

SECTION 1.  DEFINITIONS......................................................1
         "Accounts Receivable"...............................................1
         "Assets"............................................................1
         "Closing"...........................................................1
         "Closing Date"......................................................1
         "Communications Act"................................................2
         "Consents"..........................................................2
         "Contracts".........................................................2
         "Escrow Agent"......................................................2
         "Escrow Agreement"..................................................2
         "FCC"...............................................................2
         "FCC Consent".......................................................2
         "FCC Licenses"......................................................2
         "Final Order".......................................................2
         "Intangibles".......................................................2
         "Licenses"..........................................................2
         "Permitted Liens"...................................................3
         "Purchase Price"....................................................3
         "Real Property".....................................................3
         "Tangible Personal Property"........................................3

SECTION 2.  PURCHASE AND SALE OF ASSETS......................................3
         2.1      Agreement To Sell and Buy..................................3
         2.2      Excluded Assets............................................3
         2.3      Purchase Price.  ..........................................4
         2.4      Payment of Purchase Price..................................5
         2.5      Assumption of Liabilities and Obligations..................5

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF SELLER.........................5
         3.1      Organization, Standing, and Authority......................5
         3.2      Authorization and Binding Obligation.......................5
         3.3      Absence of Conflicting Agreements..........................6
         3.4      Governmental Licenses......................................6
         3.5      Title to and Condition of Real Property....................6
         3.6      Title to and Condition of Tangible Personal Property.......6
         3.7      Insurance..................................................7
         3.8      Reports....................................................7


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         3.9      Taxes......................................................7
         3.10     Claims and Legal Actions...................................7
         3.11     Compliance with Laws.......................................7
         3.12     Broker.....................................................7

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF BUYER..........................8
         4.1      Organization, Standing, and Authority......................8
         4.2      Authorization and Binding Obligation.......................8
         4.3      Absence of Conflicting Agreements..........................8
         4.4      Broker.....................................................8
         4.5      Availability of Funds......................................8
         4.6      Qualification..............................................8

SECTION 5.  OPERATIONS OF THE STATION PRIOR TO CLOSING.......................9
         5.1      Generally..................................................9
         5.2      Disposition of Assets......................................9
         5.3      Encumbrances...............................................9
         5.4      Licenses...................................................9
         5.5      Access to Information......................................9
         5.6      Maintenance of Assets......................................9
         5.7      Insurance..................................................9
         5.8      Consents..................................................10
         5.9      Notification..............................................10

SECTION 6.  SPECIAL COVENANTS AND AGREEMENTS................................10
         6.1      FCC Consent...............................................10
         6.2      Control of the Station....................................10
         6.3      Risk of Loss..............................................11
         6.4      Confidentiality...........................................11
         6.5      Cooperation...............................................11

SECTION 7.  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
                    AT CLOSING..............................................12
         7.1      Conditions to Obligations of Buyer........................12
         7.2      Conditions to Obligations of Seller.......................13

SECTION 8.  CLOSING AND CLOSING DELIVERIES..................................13
         8.1      Closing...................................................13
         8.2      Deliveries by Seller......................................14


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         8.3      Deliveries by Buyer.......................................15

SECTION 9.  TERMINATION.....................................................15
         9.1      Termination by Seller.....................................15
         9.2      Termination by Buyer......................................16
         9.3      Rights on Termination.....................................16
         9.4      Escrow Deposit............................................16
         9.5      Procedure and Effect of Termination.......................17

SECTION 10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                   INDEMNIFICATION; CERTAIN REMEDIES........................17
         10.1     Survival..................................................17
         10.2     Indemnification by Seller.................................17
         10.3     Indemnification by Buyer..................................18
         10.4     Procedure for Indemnification.............................19
         10.5     Attorneys' Fees...........................................21

SECTION 11.  MISCELLANEOUS..................................................21
         11.1     Fees and Expenses.........................................21
         11.2     Notices...................................................21
         11.3     Benefit and Binding Effect................................22
         11.4     Further Assurances........................................22
         11.5     Governing Law.............................................23
         11.6     Headings..................................................23
         11.7     Entire Agreement..........................................23
         11.8     Waiver of Compliance; Consents............................23
         11.9     Press Release.............................................23
         11.10    Exclusive Negotiations....................................23
         11.11    Counterparts..............................................24



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                         LIST OF SCHEDULES AND EXHIBITS

                  Schedule 2.2      --       Excluded Assets

                  Schedule 3.3      --       Consents

                  Schedule 3.4      --       Licenses

                  Schedule 3.5      --       Real Property

                  Schedule 3.6      --       Tangible Personal Property

                  Schedule 3.7      --       Insurance Policies

                  Schedule 3.10     --       Litigation

                  Schedule 9.4      --       Form of Escrow Agreement


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                            ASSET PURCHASE AGREEMENT


         THIS ASSET  PURCHASE  AGREEMENT is dated as of the 24th day of October,
1997, by and among James Crystal Enterprises,  L.C., a Florida limited liability
company ("Buyer"),  American Radio Systems  Corporation,  a Delaware corporation
("ARSC"),  and American  Radio Systems  License  Corp.,  a Delaware  corporation
("ARSLC" and collectively with ARSC, "Seller").

                                 R E C I T A L S

         A.  ARSC  is the  owner  of and  operator  of,  and  its  wholly  owned
subsidiary  ARSLC is the licensee of, radio station  WEAT(AM),  West Palm Beach,
Florida  (the  "Station")  pursuant  to  authorizations  issued  by the  Federal
Communications Commission.

         B. Seller  desires to sell,  and Buyer  desires to buy,  certain of the
assets that are used in the  operation of the Station,  for the price and on the
terms and conditions set forth in this Agreement.

                               A G R E E M E N T S

         In consideration of the above recitals and of the mutual agreements and
covenants contained in this Agreement,  Buyer and Seller,  intending to be bound
legally, agree as follows:

SECTION 1.  DEFINITIONS

         The following terms, as used in this Agreement, shall have the meanings
set forth in this Section:

         "Accounts  Receivable"  means the rights of Seller to  payment  for the
sale of advertising  or  programming  time run on the Station by Seller prior to
the Adjustment Time (as defined in Section 2.3(b)).

         "Assets"  means  the  assets  to be  sold,  transferred,  or  otherwise
conveyed to Buyer under this Agreement, as specified in Section 2.1.

         "Closing" means the consummation of the purchase and sale of the Assets
pursuant to this Agreement in accordance with the provisions of Section 8.

         "Closing  Date"  means  the  date  on  which  the  Closing  occurs,  as
determined pursuant to Section 8.


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         "Communications Act" means the Communications Act of 1934, as amended.

         "Consents"  means the  consents,  permits,  or approvals of  government
authorities and other third parties necessary to transfer the Assets to Buyer or
otherwise to consummate the transactions contemplated by this Agreement.

         "Contracts"  means all contracts  (except the tower Lease  described in
Schedule  3.5),  leases,   non-governmental   licenses,   and  other  agreements
(including  leases for  personal or real  property and  employment  agreements),
written or oral  (including any amendments and other  modifications  thereto) to
which  Seller is a party  and which  relate  to the  Assets or the  business  or
operations  of the  Station,  and (i)  which  are in  effect on the date of this
Agreement  or (ii) which are  entered  into by Seller  between  the date of this
Agreement and the Closing Date.

         "Escrow Agent" means ________________________.

         "Escrow  Agreement" means the Escrow Agreement,  of even date herewith,
by and among  Buyer,  Seller and the Escrow  Agent in the form of  Schedule  9.4
hereof.

         "FCC" means the Federal Communications Commission.

         "FCC  Consent"  means  action by the FCC  granting  its  consent to the
assignment of the FCC Licenses to Buyer as contemplated by this Agreement, which
action need not have become a Final Order.

         "FCC  Licenses"  means  all  Licenses  issued  by the FCC to  Seller in
connection with the business or operations of the Station.

         "Final  Order"  means an action by the FCC that has not been  reversed,
stayed,  enjoined, set aside, annulled, or suspended,  and with respect to which
no requests are pending for administrative or judicial review,  reconsideration,
appeal,  or stay, and the time for filing any such requests and the time for the
FCC to set aside the action on its own motion have expired.

         "Intangibles" means all copyrights,  trademarks,  trade names,  service
marks,  service  names,  licenses,   patents,  permits,   jingles,   proprietary
information, technical information and data, machinery and equipment warranties,
and other similar  intangible  property  rights and interests  (and any goodwill
associated with any of the foregoing) applied for, issued to, or owned by Seller
or under  which  Seller  is  licensed  or  franchised  and which are used in the
operation of the Station, including, without limitations, the call letters WEAT,
together with any additions  thereto  between the date of this Agreement and the
Closing Date.

         "Licenses" means all licenses, permits, and other authorizations issued
to Seller by the FCC, the Federal Aviation Administration, or any other federal,
state, or local governmental


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authorities in connection  with the conduct of the business or operations of the
Station,  together with any additions thereto between the date of this Agreement
and the Closing Date.

         "Permitted  Liens"  means (a) liens for taxes not yet due and  payable;
(b)  landlord's  liens  created by  statute or  agreement  for  amounts  not yet
delinquent;  (c)  liens  or  encumbrances  on  the  Real  Property  that  do not
materially  affect  the  current  use,  enjoyment  and  value  thereof;  and (d)
mechanics'  liens and other  similar  liens not yet  delinquent  which  shall be
removed prior to Closing.

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

         "Real Property" means the tower lease described in Schedule 3.5.

         "Tangible Personal Property" means the antenna, transmitting equipment,
and other tangible  personal property which are located at the transmitting site
of the Station  and used in the  operation  of the  Station,  together  with any
additions  thereto  between the date of this Agreement and the Closing Date, but
excluding any excluded assets described in Section 2.2.

SECTION 2.  PURCHASE AND SALE OF ASSETS

         2.1 Agreement To Sell and Buy.  Subject to the terms and conditions set
forth in this Agreement,  Seller hereby agrees to sell, transfer, and deliver to
Buyer on the Closing Date, and Buyer agrees to purchase on the Closing Date, the
tangible  assets,  both  real  and  personal,  described  below  and used in the
operation of the Station,  but  excluding  the assets  described in Section 2.2,
free and clear of any claims, liabilities, security interests, mortgages, liens,
pledges,  conditions,  charges, or encumbrances of any nature whatsoever (except
for Permitted Liens), including the following:

                  (a)      The Tangible Personal Property;

                  (b)      The Real Property;

                  (c)      The Licenses; and

                  (d) Except for the documents  described in Section 2.2(b), all
records  relating to the Assets  including all records required by the FCC to be
kept by the Station.

         2.2 Excluded Assets. The Assets shall exclude the following assets:

                  (a) Seller's cash on hand as of the Closing and all other cash
in any of Seller's bank or savings accounts; any insurance policies,  letters of
credit, or other similar items and cash


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surrender  value in regard  thereto;  and any  stocks,  bonds,  certificates  of
deposit and similar investments;

                  (b) All books and records of Seller  that  pertain to Seller's
corporate organization and other internal matters not relating to the operations
of the Station and Seller's financial records;

                  (c) Any pension,  profit-sharing,  or employee  benefit plans,
and any collective bargaining agreements;

                  (d) The Accounts Receivable;

                  (e) The real property and tangible personal property of Seller
which is located at the current office and studio site of the Station;

                  (f)  The items set forth in Schedule 2.2 hereto;

                  (g)  All Contracts;

                  (h)  All Intangible Property; and

                  (i) Any assets and  property of Seller  which  relate to radio
stations of Seller other than the Station.

         2.3 Purchase Price.

                  (a) The  Purchase  Price for the Assets  shall be One  Million
Five  Hundred  Thousand  Dollars  ($1,500,000),  adjusted as provided in Section
2.3(b).

                  (b)  Prorations.  The  Purchase  Price shall be  increased  or
decreased as required to effectuate  the proration of expenses and income of the
Station as of 12:01 a.m.,  Eastern  time,  on the Closing Date (the  "Adjustment
Time").  All  expenses  and income  arising  from the  operation of the Station,
including business and license fees, utility charges, real and personal property
taxes and assessments levied against the Assets, property and equipment rentals,
applicable copyright or other fees, sales and service charges, taxes (except for
taxes  arising  from the  transfer  of the  Assets  under this  Agreement),  FCC
regulatory  fees,  and similar  prepaid and  deferred  items,  shall be prorated
between Buyer and Seller in accordance  with the principle that (i) Seller shall
be responsible for all expenses,  costs, and liabilities allocable to the period
prior to the Closing  Date,  and Buyer shall be  responsible  for all  expenses,
costs, and obligations allocable to the period on and after the Closing Date and
(ii) Seller shall be entitled to all income allocable to the period prior to the
Closing Date, and Buyer shall be entitled to all income  allocable to the period
on or after the Closing Date.


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                  (c) Manner of Determining  Adjustments.  Any adjustments will,
insofar as feasible,  be  determined  and paid on the Closing  Date,  with final
settlement and payment by the  appropriate  party occurring no later than ninety
(90) days after the Closing Date or such other date upon which the parties shall
mutually agree.

         2.4 Payment of Purchase Price. The Purchase Price, as adjusted pursuant
to Section 2.3(b),  shall be paid by Buyer to Seller at Closing by wire transfer
of same-day  funds  pursuant to wire  instructions  which shall be  delivered by
Seller to Buyer,  at least two (2) days prior to the  Closing  Date.  The Escrow
Amount (as defined in Section 9.3 below) shall be disbursed to Seller at Closing
by the Escrow  Agent and shall be applied as a credit in favor of Buyer  against
the payment of the Purchase Price.

         2.5 Assumption of Liabilities and Obligations.  As of the Closing Date,
Buyer shall assume and undertake to pay, discharge and perform any obligation or
liability  of Seller  relating  to the Assets or the  Station to the extent that
either  (1) the  obligations  and  liabilities  relate to the  period  after the
Adjustment Time or (2) the Purchase Price was reduced pursuant to Section 2.3(b)
as a result of the proration or adjustment of such  obligations  and liabilities
(the  "Assumed  Liabilities").  Buyer shall not be required to assume any of the
following:  (i) any  obligations  or  liabilities  under any Contract,  (ii) any
liability  or  obligation  arising out of any  litigation,  proceeding  or claim
relating to the business or  operations of the Station or any of the Assets with
respect to any events or circumstances  that occur or exist prior to the Closing
Date, and (iii) any credit agreements, note purchase agreements,  indentures, or
other financing  arrangements of Seller.  Seller shall retain all liabilities of
Seller not assumed by Buyer.

SECTION 3.  REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as follows:

         3.1 Organization, Standing, and Authority. Seller is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware.  Seller has all  requisite  corporate  power and authority (i) to own,
lease, and use the Assets as now owned,  leased, and used by it, (ii) to conduct
the  business  and  operations  of the  Station as now  conducted,  and (iii) 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.  Seller is not a participant in
any joint venture or partnership with any other person or entity with respect to
any part of the operations of the Station or any of the Assets.

         3.2 Authorization and Binding Obligation. The execution,  delivery, and
performance  of this  Agreement  by  Seller  have been  duly  authorized  by all
necessary   corporate   action  on  the  part  of  Seller.   Assuming   the  due
authorization, execution and delivery of this Agreement by


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Buyer, this Agreement  constitutes the legal,  valid, and binding  obligation of
Seller,  enforceable  against it in  accordance  with its  terms,  except as the
enforceability of this Agreement may be affected by bankruptcy,  insolvency,  or
similar laws affecting  creditors' rights generally,  and by judicial discretion
in the enforcement of equitable remedies.

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

         3.4  Governmental  Licenses.  Schedule 3.4  identifies the FCC Licenses
used in the current  operations of the Station and all other  material  Licenses
used in the current operation of the Station.  Each FCC License is in full force
and effect, and ARSLC is the authorized legal holder thereof. The conduct of the
business and operations of the Station is in accordance with the FCC Licenses in
all material respects. The FCC Licenses listed on Schedule 3.4 constitute all of
the licenses and  authorizations  required under the  Communications  Act or the
current  rules,  regulations  and  policies  of the FCC in  connection  with the
business and operations of the Station as currently operated.

         3.5 Title to and Condition of Real  Property.  Schedule 3.5 contains an
accurate  description  as of the date of this Agreement of the Real Property and
Seller's interests therein. The lease included in the Real Property is valid and
binding and  enforceable  in accordance  with its terms.  Except as set forth in
Schedule 3.5, Seller holds such leasehold  interest free and clear of all liens,
mortgages, pledges, covenants, easements, restrictions,  encroachments,  charges
and other  encumbrances  except as expressly set forth in the  underlying  lease
therefor and except for Permitted Liens.

         3.6 Title to and Condition of Tangible Personal Property.  Schedule 3.6
lists as of the date of this Agreement all material  items of Tangible  Personal
Property  included in the Assets.  Except as described in Schedule  3.6,  Seller
owns and has good title to each item of  Tangible  Personal  Property  listed in
Schedule  3.6, and none of the  Tangible  Personal  Property  owned by Seller is
subject to any security interest, mortgage, pledge, conditional sales agreement,
or other

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lien or encumbrance,  except for Permitted Liens. The material items of Tangible
Personal Property are in good operating condition and adequate repair (given the
age of such property and the use to which such property is put and ordinary wear
and tear excepted).

         3.7 Insurance.  Schedule 3.7 is a true and complete list as of the date
of this Agreement of all insurance policies of Seller covering the Assets of the
Station.  All such  policies of insurance are in full force and effect as of the
date of this Agreement.

         3.8 Reports. To Seller's knowledge, the material returns,  reports, and
statements  required  to be filed by  Seller  with the FCC with  respect  to the
Station or with any other governmental agency have been filed, and all reporting
requirements of the FCC and other governmental  authorities having  jurisdiction
over Seller and the Station  have been  complied  with by Seller in all material
respects.   All  of  such  material   returns,   reports,   and  statements  are
substantially  complete and correct as filed.  Seller has timely paid to the FCC
all annual regulatory fees required to be paid by Seller with respect to the FCC
Licenses.

         3.9 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 properly accrued or paid or caused to
be  properly  accrued  or paid all taxes  shown on those  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 adequate  reserves  (segregated to the extent required by
generally accepted accounting principles) with respect thereto.

         3.10  Claims  and  Legal   Actions.   Except  for  any  FCC  rulemaking
proceedings   generally  affecting  the  radio  broadcasting  industry  and  not
particular  to Seller,  and except as may be listed on  Schedule  3.10  attached
hereto,  as of the date of this  Agreement,  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 with respect to its  ownership or operation of the Station or
otherwise relating to the Assets or the business or operations of the Station.

         3.11 Compliance with Laws. Seller has complied in all material respects
with the Licenses and all federal,  state, and local laws,  rules,  regulations,
and  ordinances  applicable  or relating to the  ownership  and operation of the
Station.

         3.12 Broker.  Neither  Seller nor any person acting on Seller's  behalf
has incurred any liability for any finders' or brokers' fees or  commissions  in
connection with the transactions contemplated by this Agreement.

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SECTION 4.  REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:

         4.1 Organization, Standing, and Authority. Buyer is a limited liability
company duly organized, validly existing, and in good standing under the laws of
the State of Florida.  Buyer has all requisite  limited  liability company 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.

         4.2 Authorization and Binding Obligation. The execution,  delivery, and
performance  of this  Agreement  by  Buyer  have  been  duly  authorized  by all
necessary limited  liability company actions on the part of Buyer.  Assuming the
due  authorization,  execution  and delivery of this  Agreement by Seller,  this
Agreement  constitutes  the  legal,  valid,  and  binding  obligation  of Buyer,
enforceable   against  Buyer  in  accordance  with  its  terms,  except  as  the
enforceability of this Agreement may be affected by bankruptcy,  insolvency,  or
similar laws affecting  creditors' rights generally,  and by judicial discretion
in the enforcement of equitable remedies.

         4.3  Absence  of  Conflicting  Agreements.  Subject  to  obtaining  the
Consents listed on Schedule 3.3, including, without limitation, the FCC Consent,
the execution, delivery, and performance by Buyer of this Agreement by Buyer and
the  documents  contemplated  hereby (with or without the giving of notice,  the
lapse of time,  or both):  (i) do not  require  the  consent of any third  party
(including,  without  limitation,  the consent of any governmental,  regulatory,
administrative or similar authority); (ii) do not conflict with any provision of
the  organizational  documents  of Buyer;  (iii) do not violate in any  material
respect any law, judgment,  order,  injunction,  decree,  rule,  regulation,  or
ruling of any court or  governmental  authority to which Buyer is bound; or (iv)
do not  conflict  with,  constitute  grounds  for  termination  of,  result in a
material breach of, constitute a material default under, or accelerate or permit
the  acceleration  of any  performance  required  by the terms of, any  material
agreement,  material  instrument,  material license, or material permit to which
Buyer is a party or by which  Buyer may be  bound,  such  that  Buyer  could not
acquire or operate the Assets.

         4.4 Broker.  Neither Buyer nor any person acting on Buyer's  behalf has
incurred any  liability  for any  finders' or brokers'  fees or  commissions  in
connection with the transactions contemplated by this Agreement.

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

         4.6  Qualification.   Buyer  is  legally,   financially  and  otherwise
qualified to be the licensee of, acquire,  own and operate the Station under the
Communications  Act and the rules,  regulations  and policies of the FCC.  Buyer
knows of no fact that would, under existing law and


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the  existing  rules,  regulations,  policies  and  procedures  of the  FCC  (a)
disqualify  Buyer as an assignee of the Licenses or as the owner and operator of
the  Station or (b) cause the FCC to fail to approve in a timely  fashion any of
the  applications  for FCC  Consent.  No  waiver  of any FCC rule or  policy  is
necessary to be obtained for the grant of the applications for the assignment of
the Licenses to Buyer,  nor will processing  pursuant to any exception to a rule
of general  applicability  be  requested  or  required  in  connection  with the
consummation of the transactions contemplated hereby.

SECTION 5.  OPERATIONS OF THE STATION PRIOR TO CLOSING

         5.1 Generally.  Seller agrees that,  between the date of this Agreement
and the Closing Date,  Seller shall operate the Station in all material respects
in the ordinary course of business in accordance with its past practices (except
where such conduct would conflict with the following  covenants or with Seller's
other obligations under this Agreement,  including, without limitation, Seller's
obligations  under Section 6.6), and in accordance  with the other  covenants in
this Section 5.

         5.2  Disposition of Assets.  Seller shall not sell,  assign,  lease, or
otherwise  transfer or dispose of any of the Assets,  except in connection  with
the acquisition of replacement property of equivalent kind and value or where no
longer used in the operations of the Station.

         5.3  Encumbrances.  Seller shall not 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 Permitted Liens and liens
that will be removed on or prior to the Closing Date.

         5.4  Licenses.  Seller  shall  continue  to operate  the Station in all
material  respects  in  accordance  with the terms of its FCC  Licenses  and all
applicable laws and FCC rules and regulations.

         5.5 Access to  Information.  Seller shall give Buyer and its authorized
representatives  during normal business hours and with reasonable  prior notice,
access to the Assets for the purpose of audit and inspection.

         5.6 Maintenance of Assets. Seller shall use its commercially reasonable
efforts  to  maintain  all of the  Assets in the same  condition  as on the date
hereof (wear and tear excepted).

         5.7 Insurance. Seller shall maintain the existing insurance policies or
other policies providing  substantially  similar coverage on the Station and the
Assets through the Closing Date.

         5.8 Consents.  Seller and Buyer shall each  cooperate with the other in
making all  commercially  reasonable  efforts to obtain or cause to be  obtained
prior to the Closing Date the


                                      - 9 -

<PAGE>

Consents,  without any change in the terms or  conditions  of any  License  that
could be materially less advantageous to the Station than those pertaining under
the License as in effect on the date of this  Agreement.  Seller shall  promptly
advise Buyer of any  difficulties  experienced  in obtaining any of the Consents
and  of  any  conditions  proposed,  considered,  or  requested  for  any of the
Consents.

         5.9 Notification.  Seller shall promptly notify Buyer in writing of any
unusual or material  developments  with respect to the business or operations of
the Station,  and of any material change in any of the information  contained in
Seller's   representations  and  warranties  contained  in  Section  3  of  this
Agreement.


SECTION 6.  SPECIAL COVENANTS AND AGREEMENTS

         6.1 FCC Consent.

                  (a) The assignment of the FCC Licenses in connection  with the
purchase and sale of the Assets  pursuant to this Agreement  shall be subject to
the prior consent and approval of the FCC.

                  (b) Seller and Buyer  shall  promptly  prepare an  appropriate
application  for the FCC  Consent  and shall file the  application  with the FCC
within two (2) business  days of the  execution of this  Agreement.  The parties
shall prosecute the application with all commercially  reasonable  diligence and
otherwise  use their  commercially  reasonable  efforts to obtain a grant of the
application as  expeditiously  as practicable.  Each party agrees to comply with
any  condition  imposed on it by the FCC Consent,  except that no party shall be
required to comply with a condition if (1) the  condition  was not imposed on it
as the  result  of a  breach  by  such  party  of  any  of its  representations,
warranties,  or covenants  under this  Agreement,  and (2)  compliance  with the
condition  would have a material  adverse effect upon it. Buyer and Seller shall
oppose any requests for  reconsideration  or judicial review of the FCC Consent.
If the  Closing  shall not have  occurred  for any reason  within  the  original
effective  period of the FCC Consent,  and neither  party shall have  terminated
this Agreement  under Section 9, the parties shall jointly  request an extension
of the  effective  period of the FCC  Consent.  No  extension of the FCC Consent
shall limit the exercise by either party of its rights under Section 9.

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

         6.3 Risk of Loss.

                                     - 10 -



<PAGE>


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

                  (b) If any  damage or  destruction  of the Assets or any other
event occurs which (i) causes the Station to cease broadcasting operations for a
period of thirty  (30) or more days or (ii)  prevents  in any  material  respect
signal  transmission  by the  Station in the normal and usual  manner and Seller
fails to restore or replace the Assets so that normal and usual  transmission is
resumed  within  thirty (30) days of the  damage,  destruction  or other  event,
Buyer,  in its sole  discretion,  may (x)  terminate  this  Agreement  forthwith
without any further obligations of either party (other than return of the Escrow
Amount) hereunder upon written notice to Seller or (y) proceed to consummate the
transaction contemplated by this Agreement and complete the repair,  restoration
or  replacement  of the Assets after the Closing Date, in which event (A) Seller
shall deliver to Buyer all insurance  proceeds  received in connection with such
damage,  destruction  or other  event;  and (B)  Seller  shall  have no  further
liability or  responsibility  in  connection  with such repair,  restoration  or
replacement.

         6.4  Confidentiality.  Except as necessary for the  consummation of the
transactions  contemplated by this  Agreement,  including  Buyer's  obtaining of
financing  related  hereto,  except in  connection  with the  American  Sale (as
defined in Section 11.10 below) and except as and to the extent required by law,
including,  without  limitation,  disclosure  requirements  of  federal or state
securities laws and the rules and regulations of securities markets, the parties
will keep confidential any information (including, without limitation, financial
information and information  regarding  program  contracts and revenue) obtained
from the other party in the course of investigating,  negotiating and performing
the  transactions   contemplated  by  this  Agreement.   If  this  Agreement  is
terminated,  each party will return to the other  party all written  information
(including all documents,  work papers and other written confidential  material)
and any written record of all oral  information  obtained by such party from the
other party in connection with the transactions  contemplated by this Agreement,
and all copies  thereof,  including  corporate data files with respect  thereto.
Subject to applicable FCC and other legal  requirements,  no public announcement
regarding this Agreement and the transactions  contemplated hereby shall be made
without the express written approval of both Buyer and Seller.

         6.5 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 commercially reasonable efforts to consummate
the transaction  contemplated hereby and to fulfill their obligations under this
Agreement.

                                     - 11 -

<PAGE>


         6.6 Time  Brokerage  Agreement.  Buyer and Seller  shall use good faith
efforts to negotiate a Time Brokerage  Agreement which shall become effective no
later than December 15, 1997. The Time Brokerage  Agreement  shall contain terms
and conditions which are customary in the radio broadcasting industry.


SECTION 7.  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER
                    AT CLOSING

         7.1 Conditions to Obligations of Buyer. All obligations of Buyer at the
Closing  are  subject at Buyer's  option to the  fulfillment  prior to or at the
Closing Date of each of the following conditions:

                  (a)  Representations  and Warranties.  All representations and
warranties of Seller  contained in this Agreement  shall be true and accurate in
all material  respects at and as of the Closing Date as though made at and as of
that time except to the extent any such  representation or warranty is expressly
stated only as of a  specified  earlier  date or dates and for changes  that are
permitted or contemplated pursuant to this Agreement.

                  (b) Covenants and Conditions.  Seller shall have performed and
complied in all material respects with all 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.  All  Consents  designated  with an asterisk as
"material"  on Schedule  3.3 shall have been  obtained  and  delivered  to Buyer
without the  imposition  of any condition  that would be  materially  adverse to
Buyer in any such agreement or any such governmental  license,  permit, or other
authorization.

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

                  (e) Governmental Authorizations. Seller shall be the holder of
the main station FCC License and there shall not have been any  modification  of
such License that could reasonably be expected to have a material adverse effect
on  the  Station.   Other  than  proceedings   generally   affecting  the  radio
broadcasting  industry, no proceeding shall be pending the effect of which could
reasonably  be expected to result in the  revocation,  cancellation,  failure to
renew, suspension, or material adverse modification of such License.

                  (f) Legal  Proceedings.  No injunction,  restraining  order or
decree  of any  nature  of any  court or  governmental  authority  of  competent
jurisdiction shall be in effect that

                                     - 12 -

<PAGE>


restrains or prohibits Buyer from consummating the transactions  contemplated by
this Agreement.

                  (g)  Deliveries.  Seller  shall have made or stand  willing to
make all the deliveries to Buyer set forth in Section 8.2.

         7.2 Conditions to Obligations of Seller.  All  obligations of Seller at
the Closing are subject at Seller's option to the fulfillment prior to or at the
Closing Date of each of the following conditions:

                  (a)  Representations  and Warranties.  All representations and
warranties of Buyer  contained in this  Agreement  shall be true and accurate in
all material  respects at and as of the Closing Date as though made at and as of
that time except to the extent any such  representation or warranty is expressly
stated only as of a  specified  earlier  date or dates or for  changes  that are
permitted or contemplated pursuant to this Agreement.

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

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

                  (d) Legal  Proceedings.  No injunction,  restraining  order or
decree  of any  nature  of any  court or  governmental  authority  of  competent
jurisdiction  shall  be in  effect  that  restrains  or  prohibits  Seller  from
consummating the transactions contemplated by this Agreement.

                  (e) Deliveries. Buyer shall have made or stand willing to make
all the deliveries to Seller set forth in Section 8.3.

SECTION 8.  CLOSING AND CLOSING DELIVERIES

         8.1 Closing.

                  (a) Closing Date.  Subject to the  satisfaction  or waiver (by
the party for whose  benefit  the  closing  condition  is  imposed)  on the date
scheduled for Closing of all of the  conditions  precedent to the holding of the
Closing  set forth in Section 7 hereof,  the  Closing  shall take place at 10:00
a.m.,  Eastern  time, on a date to be set by Buyer on at least five (5) business
days' written  notice to Seller,  that is (1) not earlier than ten (10) business
days after the FCC

                                     - 13 -

<PAGE>

Consent  shall have been  granted,  and (2) not later than (20) twenty  business
days  following the date upon which the FCC Consent shall have been granted.  If
Buyer  fails to  specify  the date for the  Closing  pursuant  to the  preceding
sentence  prior to the tenth  (10th)  business day after the date upon which the
FCC Consent has been  granted,  the  Closing  shall take place on the  twentieth
(20th)  business  day after the date upon which the FCC Consent has been granted
subject to the satisfaction or waiver of all of the conditions  precedent to the
holding  of the  Closing.  Notwithstanding  the  foregoing  and  subject  to the
satisfaction or waiver of all of the conditions  precedent to the holding of the
Closing, in the event that the FCC's consent to the American Sale (as defined in
Section  11.10)  requires  the  prior or  contemporaneous  consummation  of this
Agreement as a condition  precedent to the  consummation  of the American  Sale,
Seller  shall  have the right to set or delay the  Closing  Date on or to a date
selected by Seller on at least five (5) business  days  written  notice to Buyer
which date shall not be later than the  earlier of (i)  October 15, 1998 or (ii)
the  closing  date under the  American  Sale  Agreement  (as  defined in Section
11.10).

                  (b) Closing Place. The Closing shall be held at the offices of
Dow,  Lohnes & Albertson,  PLLC,  1200 New Hampshire  Avenue,  N.W.,  Suite 800,
Washington,  D.C.  20036,  or any other  place that is agreed  upon by Buyer and
Seller.

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

                  (a)  Transfer   Documents.   Duly   executed   bill  of  sale,
assignments, and other transfer documents which shall be sufficient to vest good
title to the  Assets  in the name of  Buyer,  free and  clear of all  mortgages,
liens, restrictions,  encumbrances, claims, and obligations except for Permitted
Liens;

                  (b) Consents.  An executed copy of any  instrument  evidencing
receipt of any material Consent and any other consent obtained by Seller;

                  (c)  Officer's  Certificate.  A  certificate,  dated as of the
Closing  Date,  executed  on behalf of Seller by a duly  authorized  officer  of
Seller, certifying as to the fulfillment of the conditions set forth in Sections
7.1(a) and (b);

                  (d)  Releases.  Any mortgage  discharges  or releases of liens
that are  necessary  in order for the  Assets to be free and clear of all liens,
mortgages or security interests, other than the Permitted Liens;

                  (e)  Good  Standing  Certificates.  A  certificate  as to  the
existence  and good  standing of Seller  issued by the Secretary of State of the
State of Delaware, dated not more than ten (10) days before the Closing Date.


                                     - 14 -

<PAGE>

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

                  (a) Purchase Price.  The Purchase Price, as adjusted  pursuant
to Section 2.3;

                  (b) Assumption  Agreements.  Appropriate assumption agreements
pursuant  to  which  Buyer  shall  assume  and  undertake  to  perform  Seller's
obligations with respect to the Assets as provided in Section 2.5;

                  (c)  Officer's  Certificate.  A  certificate,  dated as of the
Closing Date, executed on behalf of Buyer by a duly authorized officer of Buyer,
certifying as to the  fulfillment of the conditions set forth in Sections 7.2(a)
and (b);

                  (d)  Good  Standing  Certificates.  A  certificate  as to  the
existence  and good  standing of Buyer  issued by the  Secretary of State of the
State of Florida, dated not more than ten (10) days before the Closing Date.

SECTION 9.  TERMINATION

         9.1 Termination by Seller.  This Agreement may be terminated by Seller,
if  Seller  is not  then in  material  default  of the  obligations  under  this
Agreement,  upon  written  notice to Buyer,  upon the  occurrence  of any of the
following:

                  (a)  Conditions.  If, on the date that would  otherwise be the
Closing Date,  Seller shall have  notified  Buyer in writing that one or more of
the conditions  precedent to the  obligations of Seller set forth in Section 7.2
of this  Agreement  have not been  satisfied  by Buyer or waived in  writing  by
Seller and such  condition  shall not have been  satisfied by Buyer or waived in
writing by Seller within fifteen (15) days following such notice.

                  (b) Upset Date.  If the  Closing  has not  occurred by July 1,
1998 (the "Upset Date"); provided, however, that if the Closing has not occurred
on or prior to the Upset Date, Seller shall have the right at its sole option to
extend the Upset Date to a date required to permit  consummation of the American
Sale Agreement but in no event shall such date be later than October 15, 1998.

                  (c) Breach. If Buyer has failed to cure any material breach of
any of its representations,  warranties or covenants under this Agreement within
fifteen  (15) days after  Buyer  receives  written  notice of such  breach  from
Seller.

         9.2 Termination by Buyer. This Agreement may be terminated by Buyer, if
Buyer is not then in material  default of the obligations  under this Agreement,
upon written notice to Seller, upon the occurrence of any of the following:


                                     - 15 -

<PAGE>

                  (a)  Conditions.  If, on the date that would  otherwise be the
Closing Date,  Buyer shall have  notified  Seller in writing that one or more of
the conditions precedent to the obligations of Buyer set forth in Section 7.1 of
this  Agreement  have not been satisfied by Seller or waived in writing by Buyer
and such conditions shall not have been satisfied by Seller or waived in writing
by Buyer within fifteen (15) days following such notice.

                  (b) Upset Date.  If the Closing has not  occurred by the Upset
Date; provided, however, that if the Closing has not occurred on or prior to the
Upset Date,  Seller  shall have the right at its sole option to extend the Upset
Date to a date required to permit  consummation  of the American Sale  Agreement
but in no event shall such date be later than October 15, 1998.

                  (c) Breach.  If Seller has failed to cure any material  breach
of any of its  representations,  warranties  or covenants  under this  Agreement
within  fifteen (15) days after Seller  received  written  notice of such breach
from Buyer.

         9.3 Rights on Termination.  If this Agreement is terminated pursuant to
Section  9.1 or Section  9.2 and  neither  party is in  material  breach of this
Agreement, the parties hereto shall not have any further liability to each other
with  respect to the purchase and sale of the Assets and Buyer shall be entitled
to the  return of the Escrow  Deposit  (as  defined  below),  together  with all
interest earned thereon (the "Escrow  Amount").  If this Agreement is terminated
by Seller  pursuant to Section 9.1 and Buyer shall be in material  breach of its
obligations, representations, warranties or covenants under this Agreement, then
the payment to Seller of the Escrow Amount shall be liquidated damages and shall
constitute  full payment and the  exclusive  remedy for any damages  suffered by
Seller by reason of Buyer's material breach of this Agreement.  Seller and Buyer
agree in advance that actual  damages for Seller would be difficult to ascertain
and that the Escrow  Amount is a fair and equitable  amount to reimburse  Seller
for  damages  sustained  due to  Buyer's  material  breach  of its  obligations,
representations, warranties or covenants under this Agreement. If this Agreement
is terminated by Buyer pursuant to Section 9.2 due to Seller's  material  breach
of this  Agreement,  Buyer shall have all rights and remedies  available at law;
provided,  however,  that damages shall not exceed Five Hundred Thousand Dollars
($500,000).  If this Agreement is terminated and Buyer is not in material breach
of its obligations,  representations,  warranties and covenants,  Buyer shall be
entitled to the return of the Escrow Amount.

         9.4 Escrow  Deposit.  Buyer  shall  deposit on the first  business  day
following the date hereof with the Escrow Agent the sum of Seventy-Five Thousand
Dollars   ($75,000)  (the  "Escrow  Deposit")  in  accordance  with  the  Escrow
Agreement.  All such funds  deposited  with the Escrow  Agent  shall be held and
disbursed  in  accordance  with  the  terms  of the  Escrow  Agreement  and this
Agreement and at the Closing,  the Escrow Amount shall be disbursed to Seller as
a credit in favor of Buyer against the payment of the Purchase Price.

                                     - 16 -


<PAGE>

         9.5 Procedure and Effect of Termination.

                  (a) In the event of termination of this Agreement by either or
both of Buyer and/or Seller  pursuant to Sections 9.1 and/or 9.2, prompt written
notice  thereof shall  forthwith be given to the other party and this  Agreement
shall  terminate  and the  transactions  contemplated  hereby shall be abandoned
without further action by any of the parties hereto,  but subject to and without
limiting any of the rights of the parties  specified herein in the event a party
is in default or breach in any material  respect of its  obligations  under this
Agreement.

SECTION 10.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
                   INDEMNIFICATION; CERTAIN REMEDIES

         10.1 Survival.  The  representations  and warranties  contained in this
Agreement  shall not  survive  the  Closing.  Any claim for  indemnification  in
respect of a covenant or agreement of Buyer or Seller  hereunder to be performed
before the  Closing  shall be made  before the  expiration  of the  twelve-month
anniversary  of the Closing  Date.  The  covenants  and  agreements of Buyer and
Seller  contained  herein to be performed in any respect  after the Closing Date
shall survive the Closing Date until fully discharged and performed.

         10.2  Indemnification by Seller.  After the Closing,  and regardless of
any  investigation  made at any time by or on behalf of Buyer or any information
Buyer may have,  Seller  hereby  agrees to  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
nonfulfillment  of any covenant by Seller  contained in this Agreement or in any
certificate,  document,  or instrument prepared by Seller and delivered to Buyer
under this Agreement.

                  (b) Any failure by Seller to pay, perform or discharge any and
all obligations of Seller not assumed by Buyer pursuant to this Agreement.

                  (c) Any  litigation,  proceeding  or claim by any third  party
arising  from the  business or  operations  of the Assets by Seller prior to the
Closing Date.

                  (d) Any and all actions, suits, proceedings,  claims, demands,
assessments, judgments, 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,  or in
enforcing this indemnity.

                  (e) Seller's  obligation to indemnify  Buyer  pursuant to this
Section 10.2 shall be subject to all of the following limitations:

                                     - 17 -



<PAGE>

                      (i) No  indemnification  shall be  required  to be made by
Seller under this Section  10.2 until the  aggregate  amount of damages of Buyer
exceeds  Fifty  Thousand  Dollars  ($50,000)  and then only with  respect to the
amount of such  damages  in  excess of Fifty  Thousand  Dollars  ($50,000)  (the
prorations  under  Section  2.3(b)  shall not be  subject  to this  limitation);
provided that Seller's maximum  liability for the entire amount owed pursuant to
this Section 10.2 is One Hundred Fifty Thousand Dollars ($150,000).

                      (ii) Buyer shall be entitled to  indemnification  only for
those  damages  arising  with  respect to any claim as to which  Buyer has given
Seller  written notice within the  appropriate  time period set forth in Section
10.1 hereof for such claim.

                      (iii) Following the Closing, the sole and exclusive remedy
for Buyer for any claim  against  Seller  (whether such claim is framed in tort,
contract  or  otherwise)  arising  out of a  breach  of any  covenant  or  other
agreement  herein  or  otherwise  arising  out  of or  in  connection  with  the
transactions  contemplated  by this  Agreement or the  operations of the Station
shall be a claim for indemnification pursuant to this Section 10.2.

                      (iv) Anything in this  Agreement or any  applicable law to
the  contrary  notwithstanding,  it is  understood  and  agreed by Buyer that no
director,  officer,  employee,  agent or  affiliate  of  Seller  shall  have any
personal  liability  to Buyer as a result of the  breach of any  representation,
warranty,  covenant or agreement of Seller contained herein or otherwise arising
out  of or in  connection  with  the  transactions  contemplated  hereby  or the
operations  of the  Station  and Buyer  waives  and  releases  and shall have no
recourse against any of such parties.

         10.3 Indemnification by Buyer. After the Closing, and regardless of any
investigation  made at any time by or on behalf  of  Seller  or any  information
Seller may have,  Buyer  hereby  agrees to  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
nonfulfillment  of any covenant by Buyer  contained in this  Agreement or in any
certificate, document, or instrument delivered to Seller under this Agreement.

                  (b) Any failure by Buyer to pay,  perform or discharge any and
all obligations of Seller assumed by Buyer pursuant to this Agreement.

                  (c) Any  litigation,  proceeding  or  claim  arising  from the
business or operations of the Assets on or after the Closing Date.

                  (d) Any and all actions, suits, proceedings,  claims, demands,
assessments,  judgments, costs and expenses, including reasonable legal fees and
expenses, incident to any of

                                     - 18 -

<PAGE>

the foregoing or incurred in investigating or attempting to avoid the same or to
oppose the imposition thereof, or in enforcing this indemnity.

                  (e) Buyer's  obligation to indemnify  Seller  pursuant to this
Section 10.3 shall be subject to all of the following limitations:

                      (i) No  indemnification  shall be  required  to be made by
Buyer under this  Section 10.3 until the  aggregate  amount of damages of Seller
exceeds  Fifty  Thousand  Dollars  ($50,000)  and then only with  respect to the
amount of such  damages  in  excess of Fifty  Thousand  Dollars  ($50,000)  (the
prorations  under  Section  2.3(b)  shall not be  subject  to this  limitation);
provided that Buyer's  maximum  liability for the entire amount owed pursuant to
this Section 10.3 is One Hundred Fifty Thousand Dollars ($150,000).

                      (ii) Seller shall be entitled to indemnification  only for
those  damages  arising  with  respect to any claim as to which Seller has given
Buyer  written  notice within the  appropriate  time period set forth in Section
10.1 hereof for such claim.

                      (iii) Following the Closing, the sole and exclusive remedy
for Seller for any claim  against  Buyer  (whether such claim is framed in tort,
contract  or  otherwise)  arising  out of a  breach  of any  covenant  or  other
agreement  herein  or  otherwise  arising  out  of or  in  connection  with  the
transactions  contemplated  by this  Agreement or the  operations of the Station
shall be a claim for indemnification pursuant to this Section 10.3.

                      (iv) Anything in this  Agreement or any  applicable law to
the  contrary  notwithstanding,  it is  understood  and agreed by Seller that no
director,  officer, employee, agent, member or affiliate of Buyer shall have any
personal  liability  to Seller as a result of the breach of any  representation,
warranty,  covenant or agreement  of Buyer  contained  herein or  otherwise  and
Seller  waives and  releases  and shall  have no  recourse  against  any of such
parties.

         10.4 Procedure for  Indemnification.  The procedure for indemnification
shall be as follows:

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

                  (b)  With  respect  to  claims  solely  between  the  parties,
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


                                     - 19 -

<PAGE>

purposes of such  investigation,  the Claimant  agrees to make  available to the
Indemnifying Party and/or its authorized  representatives 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 the thirty-day period
(or any mutually  agreed upon  extension  thereof) to the validity and amount of
such claim,  the  Indemnifying  Party shall  immediately pay to the Claimant the
full  amount of the  claim,  subject  to the terms  hereof  (including  Sections
10.2(e) and 10.3(e)).  If the Claimant and the  Indemnifying  Party do not agree
within the thirty-day  period (or any mutually  agreed upon extension  thereof),
the Claimant may seek appropriate remedy at law or equity,  subject to the terms
hereof.

                  (c) With respect to any claim by a third party as to which the
Claimant is entitled to indemnification  under this Agreement,  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 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.  If the  Indemnifying  Party does not
elect to assume  control or  otherwise  participate  in the defense of any third
party claim,  then the Claimant may defend  through  counsel of its own choosing
and (so long as it gives the  Indemnifying  Party at least  fifteen  (15)  days'
notice  of  the  terms  of the  proposed  settlement  thereof  and  permits  the
Indemnifying  Party to then  undertake the defense  thereof)  settle such claim,
action or suit,  and to recover from the  Indemnifying  Party the amount of such
settlement  or of any judgment and the costs and expenses of such  defense.  The
Indemnifying Party shall not compromise or settle any third party claim,  action
or suit without the prior written  consent of the  Claimant,  which consent will
not be unreasonably withheld or delayed.

                  (d) If a claim,  whether  between  the  parties  or by a third
party,  requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible.

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

         10.5  Attorneys'  Fees. In the event of a default by either party which
results in a lawsuit or other  proceeding  for any remedy  available  under this
Agreement,  the  prevailing  party shall be entitled to  reimbursement  from the
other party of its reasonable legal fees and expenses.

                                     - 20 -

<PAGE>


SECTION 11.  MISCELLANEOUS

         11.1 Fees and Expenses. Any federal,  state, or local sales or transfer
tax and document  stamps,  or other charges  levied by any  governmental  entity
arising  in  connection  with the  conveyance  of the  Assets by Seller to Buyer
pursuant to this Agreement  shall be paid by Buyer.  Buyer and Seller shall each
pay  one-half  of all  filing  fees  required  by  the  FCC  and  of  any  other
governmental  filing fees. 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 representatives.  Each party
shall be responsible for all fees or commissions payable to any finder,  broker,
advisor, or similar person retained by or on behalf of such party.

         11.2 Notices. All notices,  demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (a) in writing,  (b)
sent by telecopy (with receipt personally confirmed by telephone),  delivered by
personal  delivery,  or sent by  commercial  delivery  service or  registered or
certified mail, return receipt  requested,  (c) deemed to have been given on the
date telecopied with receipt confirmed,  the date of personal  delivery,  or the
date set forth in the records of the delivery  service or on the return receipt,
and (d) addressed as follows:

If to Seller:
                                  American Radio Systems Corporation        
                                  116 Huntington Avenue
                                  Boston, Massachusetts  02116
                                  Attention: Michael B. Milsom, General Counsel
                                  Telecopy:  (617) 375-7575
                                  Telephone:  (617) 375-7510
               
With a copy (which  shall not  
constitute  notice) to:           Dow,  Lohnes & Albertson,
                                  PLLC 1200 New Hampshire Avenue, N.W.
                                  Suite 800
                                  Washington, DC  20036-6802
                                  Attention:  John R. Feore, Esquire
                                  Telecopy:  (202) 776-2222
                                  Telephone:  (202) 776-2518
                   
If to Buyer:
                                  James Crystal Enterprises, L.C.
                                  4401 South Ocean Boulevard, Suite 7
                                  Highland Beach, Florida 33487
                                  Attention: James C. Hilliard
                                  Telecopy: (561) 842-5855
                                  Telephone: (561) 844-5330
                  

                                     - 21 -



<PAGE>



With a copy (which shall not
constitute notice) to:
                                  Haley, Bader & Potts, P.L.C.
                                  4350 North Fairfax Drive
                                  Suite 900
                                  Arlington, Virginia  22203-1633
                                  Attention:  John W. King, Esquire
                                  Telecopy: (703) 841-2345
                                  Telephone:  (703) 841-0606

or to any other or additional persons and addresses as the parties may from time
to time designate in a writing delivered in accordance with this Section 11.2.

         11.3 Benefit and Binding  Effect.  Neither party hereto may assign this
Agreement without the prior written consent of the other party hereto; provided,
however,  that Seller may assign its rights  hereunder if such assignment  would
not cause a delay in a grant of the FCC  application  filed  pursuant to Section
6.1(b).  This  Agreement  shall be binding  upon and inure to the benefit of the
parties  hereto  and  their   respective   successors  and  permitted   assigns.
Notwithstanding  the  foregoing,  the American Sale (as defined in Section 11.10
below) shall be expressly  authorized hereunder and upon such American Sale, the
successor or assignee of Seller pursuant to such American Sale shall be bound by
the terms of this  Agreement  and Seller  shall be released  from any  liability
hereunder and thereunder. In light of the American Sale Agreement (as defined in
Section 11.10 below),  Buyer shall take at Seller's expense all actions that may
be reasonably  requested by Seller to effectuate  the terms of the American Sale
Agreement,   including,   without  limitation,   filing  a  new  FCC  assignment
application or amending the existing FCC assignment  application to reflect that
the "Seller"  hereunder may become a different  party from the current Seller or
that a change of control of Seller may occur as a result of the  American  Sale.
Neither the execution of the American Sale  Agreement,  nor the  consummation of
the American  Sale shall  constitute a breach or default  hereunder  and without
limiting any party's rights under Section 9.1(b) or 9.2(b) hereof,  any delay in
obtaining the FCC Consent as a result of the American Sale shall not  constitute
a breach or default hereunder.

         11.4  Further  Assurances.  The  parties  shall use their  commercially
reasonable  efforts to take any actions and execute any other documents that may
be  necessary  or  desirable  under  applicable  laws  and  regulations  to  the
implementation  and  consummation  of this  Agreement,  including any additional
bills of sale, assignments and assumptions, or other transfer documents that, in
the reasonable opinion of the requesting party being advised by counsel,  may be
necessary to ensure,  complete and evidence the full and  effective  transfer of
the Assets pursuant to this Agreement.

         11.5 Governing Law. THIS AGREEMENT  SHALL BE GOVERNED,  CONSTRUED,  AND
ENFORCED  IN  ACCORDANCE  WITH THE  LAWS OF THE  COMMONWEALTH  OF  MASSACHUSETTS
(WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF).


                                     - 22 -

<PAGE>


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

         11.7 Entire Agreement.  This Agreement, the Schedules,  hereto, and all
documents,  certificates,  and other  documents  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.  This
Agreement  supersedes all prior  negotiations  between the parties and cannot be
amended,  supplemented,  or changed except by an agreement in writing that makes
specific  reference to this  Agreement  and which is signed by the party against
which enforcement of any such amendment, supplement, or modification is sought.

         11.8 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 11.8.

         11.9 Press Release.  Prior to the Closing,  neither party shall publish
any press release,  make any other public announcement or otherwise  communicate
with any news media concerning this Agreement or the  transactions  contemplated
hereby without the prior written consent of the other party; provided,  however,
that nothing  contained  herein shall prevent either party from promptly  making
all filings with governmental authorities, including but not limited to filings,
prospectuses and other similar documents permitted or required by the Securities
Act of 1933 and the  Securities  and Exchange Act of 1934,  the Nasdaq  National
Market and other similar regulatory bodies as may, in its judgment,  be required
in  connection  with  the  execution  and  delivery  of  this  Agreement  or the
consummation of the transactions contemplated hereby.

         11.10 Exclusive Negotiations. During the term of this Agreement, except
for the  execution  and/or  consummation  of that certain  Agreement and Plan of
Merger  (the  "American  Sale  Agreement")  by and  among  Seller,  Westinghouse
Electric  Corporation  and R Acquisition  Corp.,  dated as of September 19, 1997
(the  "American  Sale"),  Seller shall not discuss or  negotiate  with any other
possible buyer of the Station or the Assets,  or invite or solicit any inquiries
or proposals  relating to the possible sale of all or a material  portion of the
Station or the Assets.

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


                                     - 23 -

<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Asset
Purchase Agreement as of the day and year first above written.

                          Buyer:
                          
                          JAMES CRYSTAL ENTERPRISES, L.C.             
                          
                          
                          
                          By:_______________________________________
                                   Name:
                                   Title:
                          
                          
                          Seller:
                          
                          AMERICAN RADIO SYSTEMS CORPORATION
                          
                          
                          
                          By:_______________________________________
                                   Name:
                                   Title:
                          
                          
                          AMERICAN RADIO SYSTEMS LICENSE CORP.
                          
                          
                          
                          By:_______________________________________
                                   Name:
                                   Title:
                          


                                     - 24 -