EXHIBIT 10.13













                            ASSET EXCHANGE AGREEMENT




                                  by and among




                       AMERICAN RADIO SYSTEMS CORPORATION


                      AMERICAN RADIO SYSTEMS LICENSE CORP.


                       ENTERTAINMENT COMMUNICATIONS, INC.


                                       and


                            ECI LICENSE COMPANY, L.P.














                               Dated July 18, 1997



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                            ASSET EXCHANGE AGREEMENT



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

                                    RECITALS

                  WHEREAS,  Entercom and ECI have entered into an Asset Exchange
Agreement  dated as of March  12,  1997 by and  among  Bonneville  International
Corporation,   Bonneville   Holding   Company,   Group  W   Broadcasting,   Inc.
("Westinghouse"),  Entercom and ECI (the "Westinghouse Agreement"),  pursuant to
which  Entercom and ECI have,  among other  things,  acquired the Assets and the
Authorizations  used in connection with the operation of radio station KLOU(FM),
St. Louis, Missouri; and

                  WHEREAS,  Entercom is the sole general partner of ECI and owns
a 99% interest therein; and

                  WHEREAS,  ARS and  ARS  License  have  entered  into an  Asset
Exchange Agreement dated as of June 19, 1997 (the "JACOR  Agreement"),  pursuant
to which ARS and ARS License have, among other things,  agreed to sell WMMX(FM),
WTUE(FM),  WONE(AM), Dayton, Ohio, WLQT(FM),  Kettering-Dayton,  Ohio, WBTT(FM),
Englewood,  Ohio and WXEG(FM),  Beavercreek,  Ohio (together,  the "Relinquished
Stations")  and  to  acquire  various  assets   including  the  Assets  and  the
Authorizations used in connection with the operation of radio stations WDAF(AM),
Kansas City,  Missouri,  and  KUDL(FM),  Kansas  City,  Kansas (the "Kansas City
Stations"); and

                  WHEREAS,  ARS  desires to acquire  the KLOU  Property  and ARS
License  desires to acquire  the KLOU  Authorizations  in a  like-kind  exchange
transaction; and

                  WHEREAS,  Entercom desires to acquire the ARS Property and ECI
desires to acquire  the  Kansas  City  Authorizations  in a  like-kind  exchange
transaction; and

                  WHEREAS,  the parties have agreed,  subject to the  conditions
set  forth  herein,  that  ARS and ARS  License  shall  assign  to a  "qualified
intermediary"    (within    the    meaning   of    Treasury    Regulation    ss.
1.1031(k)-(1)(g)(4))  their  rights  under the JACOR  Agreement  to acquire  the
Kansas  City  Assets in  exchange  for the  relinquishment  of the  Relinquished
Stations and assign  their  rights to acquire the KLOU Assets  hereunder to such
qualified intermediary such that in the aggregate ARS effects the relinquishment
of the Relinquished  Stations and the ARS Cash Consideration in exchange for the
KLOU Assets in a transaction  that qualifies  under Section 1031 of the Internal
Revenue Code of 1986 as amended (the "Code"); and

         WHEREAS,  the parties have also agreed,  subject to the  conditions set
forth herein,  that Entercom shall  relinquish the KLOU Property in exchange for
the  Kansas  City  Property,  and its  allocable  share (if any) of the ARS Cash
Consideration, and ECI shall relinquish the KLOU


<PAGE>

Authorizations in exchange for the Kansas City Authorizations, and its allocable
share (if any) of the ARS Cash Consideration, in transactions that qualify under
Section 1031 of the Code.

                                    AGREEMENT

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

                                    ARTICLE I

                                   DEFINITIONS


                  DEFINITIONS. As used in the Recitals and herein, the following
terms shall have the following respective meanings:

                  "Adjustment  Time"  shall mean with  respect to each  Station,
12:01:00 a.m.  current local time on the Closing Date in each of the  respective
markets where the Stations are located.

                  "Affiliate"  shall mean, with respect to any person or entity,
a person or entity controlling,  controlled by or under common control with such
person or entity.

                  "Agreement" shall mean this Asset Exchange Agreement.

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

                  "ARS Assets" shall mean all the Assets  relating to the Kansas
City Stations.

                  "ARS  Cash  Consideration"  shall  mean  the $7  million  cash
consideration  to be paid  by ARS and ARS  License  pursuant  to  Section  2.1.1
hereof.

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

                  "Assets" shall mean the Property and all of the Authorizations
relating to the Station in question.

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

                  "Authorizations"  shall mean all of the licenses,  permits and
authorizations  granted by the  Commission  with respect to the operation of the
Station in question and all


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applications for  Authorizations  for the Station in question pending before the
Commission once such applications have been granted by the Commission.

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

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

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended, and the applicable regulations issued thereunder.

                  "Collateral  Documents" shall mean the conveyancing  documents
required to vest in the  acquiring  party the Assets and Stations to be acquired
by it and any agreement,  certificate,  contract, instrument, notice, opinion or
other document required to be delivered or delivered  pursuant to the provisions
of this Agreement or any of the foregoing.

                  "Commission" shall mean the Federal Communications Commission.

                  "Contaminant"   shall   mean  and   include   any   pollutant,
contaminant,  hazardous material (as defined in any of the Environmental  Laws),
toxic  substances  (as defined in any of the  Environmental  Laws),  asbestos or
asbestos  containing  material,  urea formaldehyde,  polychlorinated  biphenyls,
regulated  substances  and  wastes,  radioactive  materials,  and  petroleum  or
petroleum by-products,  including crude oil or any fraction thereof, except that
"Contaminant"  shall not include small  quantities of maintenance,  cleaning and
emergency  generator fuel supplies customary for the operation of radio stations
and maintained in compliance with all Environmental  Laws in the Ordinary Course
of Business.

                  "Contracts"   shall   mean   all   agreements,   arrangements,
commitments and undertakings, written or oral, expressed or implied, relating to
the Station in question or any of them, or to the present or future operation of
the Station in question  except for any Leases,  including  without  limitation,
cash and trade contracts for broadcast advertising.

                  "Default" shall mean the material breach of a  representation,
warranty or covenant by a party hereto under this Agreement.

                  "ECI" shall mean the limited partnership identified as such in
the Preamble of this Agreement.

                  "Entercom"  shall mean the  corporation  identified as such in
the Preamble of this Agreement.

                  "Environmental  Laws"  shall  mean  and  include,  but  not be
limited  to,  any  applicable  federal,  state or local law,  statute,  charter,
ordinance, rule or regulation or any governmental agency interpretation,  policy
or guidance, including without limitation applicable safety/environmental/health
laws such as but not limited to the  Resource  Conservation  and Recovery Act of
1976, Comprehensive Environmental Response Compensation and Liability


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Act, Federal Emergency  Planning and Community  Right-to-Know Law, the Clean Air
Act,  the Clean Water Act,  and the Toxic  Substance  Control Act, as any of the
foregoing have been amended, and any permit, order,  directive,  court ruling or
order or consent  decree  applicable  to or affecting  the Property or any other
property  (real or  personal)  used by or  relating  to the  Station in question
promulgated  or issued  pursuant to any  Environmental  Laws which  pertains to,
governs,  or  controls  the  generation,  storage,  remediation  or  removal  of
Contaminants or otherwise regulates the protection of health and the environment
including, but not limited to, any of the following activities,  whether on site
or off site: (i) the emission,  discharge,  release,  spilling or dumping of any
Contaminant into the air,  surface water,  ground water,  soil or substrata;  or
(ii) the use, generation,  processing,  sale,  recycling,  treatment,  handling,
storage,  disposal,  transportation,  labeling  or any other  management  of any
Contaminant.

                  "Environmental  Liabilities  and Costs" shall mean all Losses,
whether  direct or  indirect,  known or  unknown,  current or  potential,  past,
present or future,  imposed  by,  under or pursuant to  Environmental  Laws,  or
necessary to comply with the representations and warranties of a party hereunder
(without  regard  to any  knowledge  qualifier  contained  therein),  including,
without  limitation,  all such  Losses  related  to  remedial  actions,  and all
reasonable fees, disbursements and expenses of counsel,  experts,  personnel and
consultants  based on,  arising  out of or  otherwise  in  respect  of:  (i) the
ownership or  operation  of (x) a Station  through the Closing Date by the party
disposing of such Station  hereunder or any of its predecessors or Affiliates or
(y) any other assets,  equipment or facilities owned,  leased or operated at any
time by such party or any of its  predecessors  or Affiliates at any time;  (ii)
the  environmental  conditions  on,  under or above  (x) the  applicable  Assets
existing on the Closing Date or (y) any other  assets,  equipment or  facilities
owned,  leased or operated at any time by such  disposing  party,  or any of its
predecessors or Affiliates; and (iii) expenditures necessary to cause any of the
applicable  Assets being disposed of hereunder to be in compliance  with any and
all requirements of  Environmental  Laws in the most cost efficient manner as of
the Closing Date,  including,  without  limitation,  all  environmental  permits
issued under or pursuant to such Environmental Laws, and reasonably necessary to
make full economic use of the applicable Assets being disposed of hereunder.

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

                  "JACOR"  shall  mean  collectively   Citicasters  Co.,  Regent
Broadcasting of Kansas City, Inc. and Regent Licensee of Kansas City, Inc.

                  "JACOR  Agreement"  shall  mean the Asset  Exchange  Agreement
dated June 19, 1997 entered into by and among ARS, ARS License, Citicasters Co.,
Regent  Broadcasting  of Kansas City,  Inc. and Regent  Licensee of Kansas City,
Inc., as amended from time to time.


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                  "JACOR  Closing"  shall mean the  closing of the  transactions
contemplated by the JACOR Agreement.

                  "Kansas   City   Authorizations"   shall   mean   all  of  the
Authorizations relating to the Kansas City Stations.

                  "Kansas  City  Contracts"  shall  mean  all of  the  Contracts
relating to the Kansas City Stations.

                  "Kansas City Leases" shall mean all of the Leases  relating to
the Kansas City Stations.

                  "Kansas City Property" shall mean all of the Property relating
to the Kansas City Stations.

                  "Kansas  City   Stations"   shall  mean:   (i)  the  frequency
modulation  (FM) radio  broadcast  station  licensed by the Commission to Kansas
City,  Kansas  broadcasting on 98.1 Mhz and currently  assigned the call letters
KUDL  ("KUDL");  (ii) the  amplitude  modulation  (AM) radio  broadcast  station
licensed by the Commission to Kansas City, Missouri  broadcasting on 610 Khz and
currently assigned the call letters WDAF ("WDAF").

                  "KLOU"  shall  mean  the  frequency   modulation   (FM)  radio
broadcast station licensed by the Commission to St. Louis, Missouri broadcasting
on 103.3 Mhz and currently assigned the call letters KLOU.

                  "KLOU Assets" shall mean all of the Assets relating to KLOU.

                  "KLOU  Authorizations"  shall  mean all of the  Authorizations
relating to KLOU.

                  "KLOU Contracts"  shall mean all of the Contracts  relating to
KLOU.

                  "KLOU Leases" shall mean all of the Leases relating to KLOU.

                  "KLOU  Property"  shall mean all of the  Property  relating to
KLOU.

                  "KLOU Studio  Subleases" shall mean the sublease of studio and
office space entered into by  Westinghouse  and  Entercom,  effective on May 30,
1997 and having a term through and including June 29, 1998.

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

                  "Loss"  shall  have the  meaning  set forth in  Section  9.4.1
hereof.



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<PAGE>

                  "Ordinary  Course of Business"  shall mean the routine conduct
of the business of the Station in question (excluding  extraordinary,  irregular
or abnormal  transactions)  on a basis  consistent with the regular  practice of
such Station since December 31, 1996.

                  "Permitted  Encumbrances"  shall mean:  (i)  encumbrances  for
taxes,  assessments or governmental  charges or levies which are not yet due and
payable, or that, subject to adequate security for payment, are being contested;
(ii) easements,  rights of way, or other  encumbrances of record or disclosed in
this Agreement  that do not have a material  adverse effect on the Assets or the
operation of the Station in  question;  and (iii)  encumbrances  imposed by law,
such as materialmen's,  mechanic's, carrier's, workmen's or repairmen's liens or
other similar encumbrances arising in the Ordinary Course of Business,  securing
obligations  that are not overdue and that are not  related to  obligations  for
borrowed money.

                  "Property"  shall  mean  all of the  tangible  and  intangible
property (other than the  Authorizations),  whether real, personal or mixed, and
all rights and  interests  which are or were at any time since May 1, 1997 used,
necessary, connected or associated with or related to the Station in question or
the present or future  operation of that Station  including:  (i) the assets and
property  listed in Schedules  4.1.4 and 4.2.4 hereto  respectively as "Included
Assets"; (ii) all of the rights,  titles, and interests under the Leases and the
Contracts  relating  to  the  Station  in  question;  (iii)  the  call  letters,
copyrights,  trademarks  and other  intellectual  property  associated  with the
Station in question;  (iv)  originals or, if  unavailable,  photocopies,  of all
files, records, studies, data, lists, filings, general accounting records, books
of account,  computer programs and software and logs, of every kind, relating to
the  operations  or  business  of the  Station in  question;  and (v) all of the
disposing party's rights under  manufacturers' and vendors'  warranties relating
to items  included  in the Assets of the  Station  in  question;  but  excluding
therefrom those assets listed on Schedules  4.1.4 and 4.2.4 hereto  respectively
as "Excluded Property."

                  "Required  Consents"  shall mean the consents of third parties
to the Leases and  Contracts  that are required for the  assignment  thereof and
that   are   identified   on  the   Schedules   hereto   as   "Material   Leases
(Contracts)-Consent to Assign Required."

                  "Station  or  Stations"  shall mean KLOU and the  Kansas  City
Stations, both individually or in the aggregate.

                  "Westinghouse" is defined in the preamble to this Agreement.

                  "Westinghouse  Agreement"  is defined in the  preamble to this
Agreement.

                                   ARTICLE II
                                 ASSET EXCHANGE


         2.1 TRANSFER OF ASSETS.  Subject to the terms and  conditions set forth
in this Agreement, at the Closing:



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                  2.1.1 ARS and ARS  License  shall (i)  transfer,  assign,  and
deliver or cause to be  transferred,  assigned and delivered to Entercom and ECI
the ARS Assets free and clear of all liens and encumbrances other than Permitted
Encumbrances,  and Entercom and ECI shall  acquire and receive same from ARS and
ARS  License;  and (ii)  deliver to Entercom and ECI cash in the amount of Seven
Million Dollars ($7,000,000) (the "ARS Cash Consideration") and Entercom and ECI
shall receive same from ARS and ARS License. The ARS Cash Consideration shall be
paid by wire transfer of immediately  available  funds at Closing to the account
designated by Entercom at or prior to Closing.

                  2.1.2 Entercom and ECI shall  transfer,  assign and deliver or
cause to be transferred,  assigned and delivered to ARS and ARS License the KLOU
Assets  free and  clear of all  liens  and  encumbrances  other  than  Permitted
Encumbrances,  and ARS and ARS  License  shall  acquire  and  receive  same from
Entercom and ECI.

         2.2 ALLOCATION OF VALUES.

                  2.2.1 The fair  market  value of the ARS  Assets  and the KLOU
Assets  shall be  determined  and  allocated  on the  basis of  appraisals  (the
"Appraisals")  prepared by Bond & Pecaro, whose fees and expenses shall be borne
equally by ARS and  Entercom.  The parties shall direct Bond & Pecaro to deliver
the Appraisals  within 60 days from the execution hereof and to set forth in the
Appraisals  the fair market  value of each asset  included in the ARS Assets and
the KLOU Assets.
                  2.2.2 Within 30 days of receipt of the Appraisals, the parties
shall  prepare a schedule  (the  "Section  1031  Schedule")  that sets forth the
"exchange  groups"  and  "residual  groups"  (as each  quoted term is defined by
Treas.  Reg.  Section  1.1031(j)),  together with each asset included in the ARS
Assets and KLOU Assets that belongs to the relevant  exchange  group or residual
group.  The parties shall cooperate in good faith to resolve any issues relating
to the Section 1031  Schedule in order to agree on a single,  final Section 1031
Schedule.

                  2.2.3 Each party,  as  necessary,  shall prepare IRS Form 8594
and IRS Form 8824  reflecting the fair market value of the Assets it transferred
and received as  determined in accordance  with the above  provisions  and shall
forward such form to the other parties  within thirty (30) days after receipt of
the  Appraisals.  Each party,  as  necessary,  shall file with their  respective
federal  income tax returns for the tax year in which the Closing occurs the IRS
Form 8594 and IRS Form 8824 as prepared in accordance  with the foregoing.  Each
party shall deliver to the other parties  hereto a copy of the IRS Form 8594 and
IRS Form 8824 as filed with their  respective  federal  income tax return within
thirty  (30) days of the  filing  of such  return.  The  parties  hereto  hereby
covenant  and agree with each  other  that they will not take a position  on any
income tax return that is in any way inconsistent with the terms of this Section
2.2.

                  2.2.4 Notwithstanding the foregoing, ARS and ARS License shall
meet their  obligations  under this  Section 2.2 with respect to the Kansas City
Stations by exercising their


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rights under Section 2.2 of the JACOR  Agreement,  as such rights pertain to the
Kansas  City  Stations,  for the  benefit of  Entercom  and ECI as  directed  by
Entercom and ECI.

         2.3 NON-ASSIGNABLE CONTRACTS.

                  2.3.1  Without  limiting or otherwise  affecting the rights of
any party  hereto,  to the  extent  that any  Contract  or Lease to be  assigned
pursuant to this Agreement is not capable of being assigned without the consent,
approval or waiver of a third person or entity,  nothing in this  Agreement will
constitute an assignment or require the assignment  thereof except to the extent
provided in this Section 2.3.

                  2.3.2 To the extent that the  consents,  approvals and waivers
referred  to in Section  2.3.1 to the  Contracts  and Leases  identified  in the
Schedules to this Agreement as "Material  Contracts (Leases) - Consent to Assign
Required" are required by such Contracts or Leases,  the party seeking to assign
such  Contracts  or Leases  hereunder  shall use its best efforts to obtain such
consents, approvals and waivers prior to the Closing Date.

                  2.3.3 With respect to all other such  consents,  approvals and
waivers,  each  party  hereto  shall use its best  efforts  to  obtain  all such
consents,  approvals and waivers prior to and, if the Closing occurs,  after the
Closing Date.

                                   ARTICLE III

                                   LIABILITIES


         3.1 ASSUMPTION OF  LIABILITIES  BY ARS AND ARS LICENSE.  From and after
the  Closing  Date,  ARS and ARS  License  shall  assume  and pay,  perform  and
discharge the following obligations and commitments relating to KLOU:

                  3.1.1 The liabilities and obligations  arising with respect to
events occurring after the Adjustment Time or accruing after the Adjustment Time
with  respect to the KLOU Leases that are  specifically  identified  on Schedule
4.2.5 as being assumed by ARS;

                  3.1.2 The liabilities and obligations  arising with respect to
events occurring after the Adjustment Time or accruing after the Adjustment Time
with respect to the KLOU Contracts that are specifically  identified in Schedule
4.2.6 as being assumed by ARS and ARS License and such additional KLOU Contracts
as are permitted to be entered into in accordance with Section 6.4 hereof;

                  3.1.3 The liabilities and obligations which arise with respect
to  events  occurring  after  the  Adjustment  Time or which  accrue  after  the
Adjustment Time with respect to the KLOU Assets and the operation of KLOU; and



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<PAGE>



                  3.1.4  All  taxes  and  assessments  (other  than  income  and
franchise  taxes of Entercom or ECI) that accrue on or, with respect to the KLOU
Assets and the operation of KLOU, after the Adjustment Time.

         3.2  ASSUMPTION OF  LIABILITIES BY ENTERCOM AND ECI. From and after the
Closing Date,  Entercom and ECI shall assume and pay,  perform and discharge the
following obligations and commitments relating to the Kansas City Stations:

                  3.2.1 The liabilities and obligations  arising with respect to
events occurring after the Adjustment Time or accruing after the Adjustment Time
with  respect to the Kansas  City  Leases that are  specifically  identified  on
Schedule 4.1.5 as being assumed by Entercom;

                  3.2.2 The liabilities  and obligations  with respect to events
occurring  after the Adjustment  Time or accruing after the Adjustment Time with
respect  to the  Kansas  City  Contracts  that are  specifically  identified  on
Schedule  4.1.6 as being  assumed by Entercom  and such  additional  Kansas City
Contracts as are  permitted to be entered  into in  accordance  with Section 6.2
hereof;

                  3.2.3 The liabilities and obligations which arise with respect
to  events  occurring  after  the  Adjustment  Time or which  accrue  after  the
Adjustment  Time with respect to the ARS Assets and the  operation of the Kansas
City Stations; and

                  3.2.4  All  taxes  and  assessments  (other  than  income  and
franchise taxes of ARS or ARS License) that accrue on or with respect to the ARS
Assets and the operation of the Kansas City Stations after the Adjustment Time.

         3.3 ASSUMPTION OF EMPLOYEE OBLIGATIONS.

                  (a) For purposes of determining  the amount of any entitlement
of any  employee of  Entercom at KLOU who is hired by ARS, on the one hand,  and
any employee of JACOR at the Kansas City  Stations who is hired by Entercom,  on
the  other  hand  (such  employees   referred  to  herein  as  the  "Transferred
Employees")  to vacation  leave,  ARS and  Entercom  will take into  account and
credit such employee's length of service with the Station's current owner (plus,
in the case of employees of Entercom and KLOU, such employee's length of service
with  Westinghouse  at KLOU) as well as with the party  acquiring  such  Station
hereunder.  With  respect  to any  accrued  but  unused  vacation  to which  any
Transferred  Employee is entitled under the vacation  policy  applicable to such
employee prior to the date such employee is hired by ARS or Entercom,  then such
party,  as the  case may be,  shall  allow  such  employee  to use such  accrued
vacation;  provided,  however,  that ARS or Entercom may disallow  such employee
from taking such accrued vacation,  provided,  that ARS or Entercom, as the case
may be,  shall be  liable  for and pay in cash to each such  employee  an amount
equal to such vacation time in accordance with the applicable  vacation  policy.
Neither ARS nor  Entercom  will assume any  obligations  under any sick leave or
severance policy of the other or JACOR,  except for obligations set forth in the
Contracts assumed or required to be assumed hereunder.



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<PAGE>



                  (b) No  provisions  of this  Agreement  shall create any third
party  beneficiary  rights of any  employee or former  employee  (including  any
beneficiary  or  dependent  thereof)  of  Entercom,  ARS or JACOR in  respect of
continued  employment (or resumed employment) with Entercom or ARS or in respect
of any other matter.

         3.4 OTHER  LIABILITIES.  Except as  specifically  assumed  by the other
parties  pursuant to Section 3.1, 3.2 or 3.3 hereof,  each party shall  promptly
and  completely  pay or  discharge  any and  all  taxes,  assessments,  accounts
payable,  commitments,   agreements,   undertakings,   claims,  debts,  demands,
obligations and liabilities  incurred or made by them, or caused by, arising out
of or resulting from any act or omission of its directors,  officers, employees,
agents, partners or independent contractors.

         3.5 LIMITATION. Except as specifically set forth in Section 3.1, 3.2 or
3.3, no party shall assume any  liabilities,  obligations  or commitments of any
other party.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


         4.1 BY ARS AND ARS LICENSE.  Notwithstanding anything in this Agreement
to the  contrary,  the  representations  and  warranties  of each of ARS and ARS
License in Sections  4.1.5  through  4.1.27 shall be deemed to be limited to the
scope of the  representations  and warranties of JACOR to ARS and ARS License in
the JACOR Agreement.  Subject to the proceeding  qualification,  ARS and, to the
extent indicated below, ARS License hereby represent and warrant that:

                  4.1.1  CORPORATE   STANDING.   ARS  is  a  corporation,   duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  and is  qualified to do business in the States of Missouri and Kansas.
ARS License is a  corporation,  duly  organized,  validly  existing  and in good
standing  under the laws of the State of  Delaware.  Each of ARS and ARS License
has full power and  authority to engage in the business in which it is presently
engaged.  ARS holds  all of the  issued  and  outstanding  capital  stock of ARS
License.

                  4.1.2  AUTHORIZATION OF AGREEMENT;  NO BREACH. Each of ARS and
ARS License has the necessary corporate power and authority to execute,  deliver
and perform this Agreement,  and such other agreements (including the Collateral
Documents) as are necessary to consummate the transactions  contemplated hereby,
and,  subject to the receipt of the consents and  approvals  required  elsewhere
herein,  this Agreement  constitutes the valid and binding obligation of each of
ARS and ARS License  enforceable  against each of them in accordance  with their
respective  terms,  except as limited by bankruptcy and  insolvency  laws and by
laws  affecting  the  enforcement  of  creditors  rights  generally or equitable
principles.  Assuming said  consents and  approvals  are obtained,  neither such
execution, delivery and performance nor compliance by any of ARS and ARS License
with the terms and provisions of the Agreement will conflict with or result in a
breach  or  violation  of any of the  terms,  conditions  or  provisions  of the
Articles  of  Incorporation  or  By-Laws  of any of  ARS or ARS  License  or any
judgment,


                                       10

<PAGE>



order,  injunction,  decree,  regulation  or  ruling  of any  court or any other
governmental  authority  to which any of ARS or ARS  License  is  subject or any
material agreement or contract to which any of them is a party or to which it is
subject, or constitute a material default thereunder.

                  4.1.3 QUALIFICATION.  To the knowledge of ARS and ARS License,
there are no facts relating to JACOR,  ARS or ARS License which could reasonably
be expected to cause Commission approval of the Assignment Applications relating
to the transfer of KLOU or the Kansas City  Stations to be denied or  materially
delayed  or which  could  reasonably  be  expected  to lead to the  filing  of a
material objection to such Assignment Applications.

                  4.1.4 ARS PROPERTY. The Kansas City Property to be transferred
hereunder,  listed  under the heading  "Included  Property"  on  Schedule  4.1.4
hereto,  constitutes  all of the  material  tangible  and  intangible  property,
whether  real,  personal or mixed,  other than the Kansas City Leases and Kansas
City Contracts,  that are used in and are necessary for the present operation of
the Kansas City Stations except for (i) property replaced in the Ordinary Course
of Business and (ii) those assets  specifically  listed on Schedule  4.1.4 under
the heading "Excluded Property."

                  4.1.5 KANSAS CITY LEASES.  ARS has  delivered to Entercom true
and correct  copies of all of the Kansas City Leases  listed on Schedule  4.1.5.
There are no other  material  Kansas City Leases for any items or  interests  of
real or personal  property or  associated  with the ARS Assets or the present or
future  operation  of the Kansas City  Stations  other than those  disclosed  on
Schedule 4.1.5 hereto.

                  4.1.6  KANSAS CITY  CONTRACTS.  ARS has  delivered to Entercom
true and correct  copies of all Kansas City  Contracts  listed on Schedule 4.1.6
hereto,  except for  Contracts  for the sale or trade of broadcast  advertising.
There are no material Kansas City Contracts except the Contracts for the sale of
broadcast advertising now in effect,  written or oral, express or implied, which
in any way  affect  the ARS Assets or the  present  or future  operation  of the
Kansas City Stations other than those disclosed on Schedule 4.1.6 hereto.

                  4.1.7 INTELLECTUAL  PROPERTY.  Schedule 4.1.7 hereto lists all
material trademarks and copyrights relating to the operations of the Kansas City
Stations and the extent to which the same have been duly registered with Federal
or State governmental agencies.

                  4.1.8 TITLE TO PROPERTY. Except for the Permitted Encumbrances
and as disclosed on Schedule  4.1.8 hereto,  ARS and ARS License at Closing will
(i) have good and  marketable  title to the real  property  owned by JACOR  that
comprises  part of the Kansas  City  Property,  (ii) have  valid and  subsisting
leasehold interests in the Leases that comprise part of the Kansas City Property
and (iii)  own and have good and  merchantable  title to all  material  items of
personal  property that comprise  part of the Kansas City  Property.  Except for
Permitted Encumbrances and items disclosed on Schedule 4.1.8, none of the Kansas
City Property is subject to any mortgage,  conditional sale agreement,  security
interest,  lease,  lien,  hypothecation,   pledge,   encumbrance,   restriction,
liability,  charge,  claim  or  imperfection  of  title  that  would  materially
adversely  effect the  continued  use of the  Kansas  City  Property.  Except as
otherwise


                                       11

<PAGE>



provided  on Schedule  4.1.8,  all items  disclosed  on such  Schedule  shall be
removed or satisfied by ARS or ARS License at or before Closing.

                  4.1.9 NO DEFAULTS. JACOR has complied in all material respects
with all of the terms of the Kansas  City  Contracts  and the Kansas City Leases
and such Kansas City Contracts and Kansas City Leases are  enforceable by JACOR,
in accordance with their  respective  terms,  except as such  enforcement may be
limited by applicable  bankruptcy and similar laws affecting the  enforcement of
creditors' rights and general equitable  principles affecting the enforcement of
equitable  remedies,   (including  within  said  equitable   remedies,   without
limitation,  the remedy of specific  performance).  No event has occurred  which
with the  passage  of time or the giving of notice or both  would  constitute  a
material  default by JACOR under the Kansas City Contracts.  To the knowledge of
ARS and ARS License,  all other parties to the Kansas City  Contracts and Kansas
City Leases have complied in all material  respects with the provisions  thereof
and no event has occurred which with the passage of time or the giving of notice
or both would constitute a material default by any such other party  thereunder.
In  addition,  neither ARS nor ARS License  (unless  waived or  consented  to in
writing by JACOR) is in  material  breach of or has  defaulted  under any of the
terms of the JACOR Agreement.

                  4.1.10  AUTHORIZATIONS  AND APPLICATIONS.  All  Authorizations
necessary to the lawful  operations  of the Kansas City Stations as they are now
conducted  or proposed to be conducted on or prior to the Closing Date have been
granted and issued by the Commission to JACOR and are listed on Schedule  4.1.10
attached hereto and are now in full force and effect.  Prior to Closing,  except
as set forth on  Schedule  4.1.10,  ARS  License  will be  entitled  to have all
Authorizations necessary to the lawful operations of the Kansas City Stations as
they are now  conducted  or proposed to be  conducted on or prior to the Closing
Date to be granted and issued by the  Commission  to ARS  License.  There are no
applications  of ARS,  ARS  License  or of JACOR  relating  to the  Kansas  City
Stations  pending with the Commission  except as listed on such Schedule 4.1.10.
Except as may be set forth on Schedule 4.1.10,  JACOR has performed and complied
in all material respects with all of the terms and conditions of the Kansas City
Authorizations,  the Communications Act and all applicable rules and regulations
of the  Commission.  Except as  listed on  Schedule  4.1.10 no  proceedings  are
pending or to the knowledge of ARS and ARS License threatened,  which may result
in the revocation, modification,  non-renewal or suspension of any of the Kansas
City Authorizations,  the denial of any pending applications,  the issuance of a
cease  and  desist  order,  or the  imposition  of any other  administrative  or
judicial sanction to which the Kansas City Stations or the ARS Assets are or may
be  subject.  Except as set forth in Schedule  4.1.10,  all  ownership  reports,
renewal  applications and other material reports and documents in respect of the
Kansas City Stations required to be filed by ARS, ARS License and JACOR with the
Commission have been filed, and all such reports, applications and documents are
true and  correct  in all  material  respects.  The  Kansas  City  Stations  are
identified  by their  presently  assigned call letters and are operated at their
maximum  authorized  power and height on their  assigned  frequency.  The public
inspection files for the Kansas City Stations are in substantial compliance with
the regulations of the Commission relating thereto.

                  4.1.11   PERMITS   AND   LICENSES.    In   addition   to   the
Authorizations,  ARS,  and ARS  License  will be  entitled  to hold and JACOR at
Closing will hold all other


                                       12

<PAGE>



governmental  permits and  licenses  necessary  for the lawful  operation of the
Kansas City Stations as now conducted.  At Closing, all terms,  restrictions and
requirements  of such  permits  and  licenses  have  been  complied  with in all
material  respects and none of ARS, ARS License or JACOR is in default of any of
same in any material respect, except as set forth in Schedule 4.1.11.

                  4.1.12  COMPLIANCE WITH LAWS.  Except as disclosed on Schedule
4.1.12,  JACOR has complied in all material  respects  with all orders (to which
JACOR is a party or is subject),  and applicable laws, rules, and regulations of
all  federal,  state and local  authorities  with  respect to the ARS Assets and
operation  of the Kansas City  Stations.  ARS and ARS License are not in default
with respect to or in  violation  of: (a) any  judgment,  order,  injunction  or
decree to which ARS or ARS License is a party or is subject;  or (b) any rule or
regulation of any court,  administrative agency or other governmental authority,
in  either  case in any  respect  material  to this  transaction.  All  material
reports,  returns and other documents which relate in any way to the Kansas City
Stations  and which were  filed by ARS or ARS  License  with any  administrative
agency or governmental  authority are true, correct and complete in all material
respects  and to the  knowledge of ARS and ARS  License,  all  material  report,
returns and other  documents which relate in any way to the Kansas City Stations
and which  were  filed by JACOR  with any  governmental  agency or  governmental
authority are true, correct and complete in all material respects.

                  4.1.13 LITIGATION AND CLAIMS.  Except as disclosed in Schedule
4.1.13  hereto  and  except  for  rulemaking  proceedings  applicable  to  radio
broadcast  stations  generally,  no  litigation,  proceeding or  controversy  is
pending or to the  knowledge  of ARS and ARS  License  threatened,  which  might
materially affect any of the ARS Assets, the right or power of JACOR, ARS or ARS
License to transfer the same, the ownership, possession, use or resale of any of
the ARS Assets,  or the  operation of the Kansas City Stations by Entercom or by
any  assignee of Entercom  and neither ARS nor ARS License has  knowledge of any
facts that might give rise to any such  litigation,  proceeding,  controversy or
claim.  No claim has been made or asserted  against  ARS, ARS License or, to the
knowledge of ARS or ARS License, against JACOR, material to this transaction.

                  4.1.14  LABOR  RELATIONS.  In all  respects  material  to this
transaction,  ARS, ARS License and JACOR have complied with all applicable laws,
rules and  regulations  pertaining to the employment of labor,  including  those
relating  to  wages,  hours,  collective  bargaining,  and  the  payment  of  or
withholding of taxes,  and each of ARS, ARS License and, to the knowledge of ARS
and ARS License,  JACOR has withheld all amounts required by law or agreement to
be withheld from the wages or salaries of their employees and are not liable for
any arrears of wages or any tax or  withholding or any penalties or interest for
failure to comply with any of the foregoing; and except as disclosed on Schedule
4.1.14,  there  are  no  collective   bargaining   agreements  relating  to  the
relationship  between any employee of ARS, ARS License or JACOR  employed at the
Kansas City Stations.  In addition,  except as set forth on Schedule 4.1.14, ARS
and ARS License have no knowledge of any union organizing  activities in the one
year period  preceding  the date of this  Agreement  involving or targeting  any
employees of ARS, ARS License or JACOR  employed at the Kansas City Stations not
already covered by a collective bargaining agreement.


                                       13

<PAGE>

                  4.1.15 EMPLOYMENT  CONTRACTS.  Except as disclosed on Schedule
4.1.15  hereto,  there  are no  written  contracts  for  the  employment  of any
personnel  relating  to the Kansas  City  Stations  and,  except as  provided by
applicable law or in the Contracts  disclosed on Schedule 4.1.15,  all employees
of ARS,  or ARS  License or JACOR  employed  at the  Kansas  City  Stations  are
employed on an "at will" basis and may be  terminated  without cause at any time
and with not more than thirty (30) days notice.

                  4.1.16 DAMAGE TO ASSETS. As of the date of the JACOR Agreement
and to the  knowledge  of ARS and ARS License as of the date of this  Agreement,
none of the Kansas City Property has been  materially and adversely  affected in
any way as a result  of fire,  explosion,  earthquake,  accident,  fraud,  rain,
storm, drought, Act of God or public enemy or any other casualty, whether or not
covered by insurance.

                  4.1.17   EMPLOYEE BENEFIT AND RETIREMENT PLANS.  Listed
on Schedule 4.1.17 (with a brief description  thereof) are the "employee pension
benefit plans" and "employee welfare benefit plans" (as defined  respectively in
Sections 3(2) and 3(l) of the Employee  Retirement  Income Security Act of 1974,
as amended  ("ERISA")),  which JACOR  maintains  on behalf of  employees  at the
Kansas  City  Stations.  In all  respects  material  to  this  transaction,  all
"employee  pension benefit plans" and "employee welfare benefit plans" listed on
Schedule  4.1.17  hereto  comply in all material  respects  with all  applicable
requirements of law and regulation  including ERISA. None of ARS, ARS License or
JACOR  has  incurred  or  reasonably   expects  to  incur  (either  directly  or
indirectly, including as a result of any of the transactions contemplated hereby
or any indemnification obligation) any liability (including, without limitation,
withdrawal  liability) that could become a liability of Entercom or ECI under or
pursuant  to Title I or IV of  ERISA or the  penalty,  excise  tax or joint  and
several liability  provisions of the Code relating to employee benefit plans and
no event,  transaction or condition has occurred or exists which could result in
any  such  liability.  ARS,  ARS  License  and  JACOR  have  made  all  required
contributions to all multiemployer  plans within the meaning of Section 3(37) of
ERISA.

                  4.1.18  EMPLOYEES.  ARS  and  ARS  License  have  provided  to
Entercom a listing  of the name,  salary or  compensation,  and job title of all
employees  employed  at the Kansas  City  Stations,  in each case as of June 30,
1997. Except as otherwise  provided in Section 3.3 hereof,  ARS, ARS License and
JACOR shall be responsible  for and pay to their employees all accrued or earned
compensation and benefits of any kind,  including without limitation  severance,
accrued vacation or other termination  benefits which result from the employment
with and termination thereof by ARS, ARS License or JACOR prior to the Closing.

                  4.1.19  TRADE OR BARTER.  Schedule  4.1.19  sets forth a true,
complete  and  accurate  description   (including  obligations  and  liabilities
remaining  thereunder) of all contracts for the sale of broadcast advertising on
a trade or barter basis that  individually  involve,  or may involve,  valued in
accordance with U.S. generally accepted accounting procedures, more than $500 in
obligations  remaining  thereunder  as of the date of this  Agreement  in money,
property or services or a remaining term in excess of two (2) months.



                                       14

<PAGE>

                  4.1.20 ENVIRONMENTAL  COMPLIANCE,  POLYCHLORINATED  BIPHENYLS,
ASBESTOS  AND  OTHER  TOXIC OR  HAZARDOUS  SUBSTANCES.  Except as  disclosed  on
Schedule  4.1.20,  to the knowledge of ARS and ARS License,  (a) none of the ARS
Property contains (i) any friable asbestos, polychlorinated biphenals or any PCB
contaminated oil; (ii) any Contaminants; or (iii) any underground storage tanks;
(b) no underground  storage tank disclosed on Schedule 4.1.20 has leaked and has
not been  remediated  or leaks and each such tank is in  substantial  compliance
with all  applicable  Environmental  Laws; and (c) all of the ARS Property is in
substantial compliance with all applicable Environmental Laws.

                  4.1.21   FINANCIAL  AND  OTHER   INFORMATION.   All  financial
information  concerning  the ARS  Assets  provided  to  Entercom  and  listed on
Schedule  4.1.21  fairly  present  the  financial  condition  of the Kansas City
Stations as of the respective  dates thereof and the results of operation of the
Kansas City Stations for the respective period then ended. Except solely for the
obligations  and  liabilities  to be assumed by  Entercom  and ECI  pursuant  to
Section  3.2,  there  will,  at  the  time  of  Closing,  be no  obligations  or
liabilities of any nature, whether accrued,  absolute,  contingent or otherwise,
relating to ARS, ARS License,  JACOR, the ARS Assets or the Kansas City Stations
which  could,  after the  Closing,  result in any form of  transferee  liability
against  either  Entercom  or ECI or subject any of the ARS Assets or any of the
Kansas  City  Stations  to any  lien or  otherwise  affect  the  full,  free and
unencumbered use of the ARS Assets and the ownership and operation of the Kansas
City Stations by Entercom and ECI.

                  4.1.22   CONDITION  OF  EQUIPMENT.   Transmission  and  studio
equipment and other equipment  (mechanical  and electrical)  included within the
Kansas City Property, is, and will be as of the Closing Date, in a state of good
repair and maintenance and is in good operating condition,  normal wear and tear
excepted,  has been maintained in a manner  consistent  with generally  accepted
standards of good  engineering  practice and  currently  permits the Kansas City
Stations to be operated in accordance with all current Commission requirements.

                  4.1.23   REAL PROPERTY.

                  (a) Schedule  4.1.23  contains a true and complete list of all
owned  and  leased  real  property  used in the  operation  of the  Kansas  City
Stations.  Except as  disclosed  on Schedule  4.1.23,  there are no  outstanding
options or rights of first refusal to purchase or sublease such real property or
any  portion  thereof or  interest  therein.  The real  property  identified  on
Schedule  4.1.23 has vehicular  access to a road and is supplied with  utilities
and other services  necessary for the operation of the Kansas City Stations.  No
real  property  other than that listed on Schedule  4.1.23 or listed on Schedule
4.1.4  pertaining  to Excluded  Property is used in, held for use in  connection
with or  necessary  for the  conduct  of,  the  operations  of the  Kansas  City
Stations.  The transmitting  towers,  related  improvements,  guy anchors of the
transmitting  towers,  and  the  transmitter  buildings  used  by  JACOR  in the
operation  of the  Kansas  City  Stations  are  located  entirely  on such  real
property.  Except as may be set forth on Schedule  4.1.23,  the  improvements of
JACOR upon such real property and the current use and operation of such premises
by  JACOR  conform  in  all  material  respects  to all  restrictive  covenants,
conditions,  easements,  building,  subdivision  and similar  codes and federal,
state and local laws,


                                       15

<PAGE>


regulations,  rules, orders and ordinances and none of ARS or JACOR has received
any  notice  of any  violation  or  claimed  violation  of any such  restrictive
covenant,  condition or easement, or any building,  subdivision or similar code,
or any federal, state or local law, regulation,  rule, order or ordinance which,
either individually or in the aggregate, could have a material adverse effect on
the assets of the Kansas City Stations.  There is no pending or, to ARS's or ARS
Licenses knowledge,  threatened condemnation or other legal proceeding or action
of any kind relating to such real property  and/or title  thereto.  There are no
latent structural,  mechanical or other defects of material  significance in the
real  property  which could  reasonably  be expected to have a material  adverse
effect on the  assets,  business  or  financial  condition  of the  Kansas  City
Stations.  All improvements upon the real property identified on Schedule 4.1.23
are in good operating condition and repair,  normal wear and tear excluded.  ARS
has no knowledge and has received no notice (i) of any pending,  threatened,  or
contemplated  action to take by  eminent  domain or  otherwise  to  condemn  any
portion  of the  real  property  or  interest  therein  or (ii)  of any  levied,
threatened or proposed  assessments for public  improvements with respect to the
real property.

                  (b) The ground  system for WDAF is complete  and  contains the
requisite number of ground radials. The ground system for WDAF is accessible and
fully  contained  within real property  that, as of the JACOR  Closing,  will be
entitled to be owned by ARS and ARS License.

                  4.1.24 NO MATERIAL ADVERSE  CONDITION.  ARS and ARS License do
not know of any undisclosed condition specifically applicable to the Kansas City
Stations  that exists on the date of this  Agreement,  including but not limited
to, pending or threatened litigation,  that is likely to have a material adverse
effect on the ARS Assets or  financial  condition  of the Kansas City  Stations,
other  than (i)  changes  in the  Ordinary  Course  of  Business,  (ii)  general
economic,  business or  financial  conditions  or trends,  and (iii)  conditions
generally affecting radio stations.

                  4.1.25 PAYMENT OF TAXES.  ARS, ARS License and JACOR have, and
as of the Closing Date will have,  paid and discharged  all taxes,  assessments,
excises  and other  levies  which  are due  which,  if due and not  paid,  would
interfere with  Entercom's or ECI's enjoyment or use of the ARS Assets or result
in a lien, charge or encumbrance thereon,  excepting those taxes being contested
in good faith and such taxes, assessments and other levies which will not be due
until or after the Closing Date and which are either to be prorated  between the
parties pursuant to the provisions of Section 8.2 hereof,  paid by JACOR or paid
by ARS or ARS License pursuant to Section 6.1.7.

                  4.1.26  REQUIRED  CONSENTS.  The only approvals or consents of
persons  or  entities  not a  party  to  this  Agreement  that  are  legally  or
contractually  required to be obtained by ARS or ARS License in connection  with
the  consummation of the  transactions  contemplated by this Agreement are those
that are (i) set forth on Schedules 4.1.5 and 4.1.6 and (ii) those  contemplated
by Section 5.1.

                  4.1.27 MATERIAL  STATEMENTS AND OMISSIONS;  ABSENCE OF EVENTS.
No representation or warranty made by ARS or ARS License contained in this


                                       16

<PAGE>



Agreement, any ARS or ARS License Schedule or any certificate, document or other
instrument  furnished or to be  furnished by ARS or ARS License  pursuant to the
provisions  hereof  contains or will contain any untrue  statement of a material
fact or omits or will  omit to state  any  material  fact  required  to make any
statement  contained  herein or  therein  not  misleading.  Neither  ARS nor ARS
License is aware of any impending or contemplated  event that would cause any of
the  representations  and warranties  made by it in this Article not to be true,
correct and complete on the date of such event as if made on that date.

         4.2 BY ENTERCOM AND ECI.  Entercom and, to the extent  indicated below,
ECI hereby represent and warrant that:

                  4.2.1  CORPORATE  STANDING.  Entercom is a  corporation,  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth of Pennsylvania and is qualified to do business in the Commonwealth
of  Pennsylvania  and the  States  of  Kansas  and  Missouri.  ECI is a  limited
partnership  formed in accordance  with,  validly  existing and in good standing
under the laws of the Commonwealth of Pennsylvania. Each of Entercom and ECI has
full power and  authority  to engage in the  business  in which it is  presently
engaged.  Entercom is the sole  general  partner of ECI and holds a  ninety-nine
percent (99%) interest in ECI.

                  4.2.2 AUTHORIZATION OF AGREEMENT;  NO BREACH. Entercom has the
necessary  corporate  power and  authority,  on behalf  of  itself  and ECI,  to
execute, deliver and perform this Agreement and such other agreements (including
the  Collateral  Documents)  as are  necessary to  consummate  the  transactions
contemplated  hereby,  and, subject to the receipt of the consents and approvals
required  elsewhere  herein,  this Agreement  constitutes  the valid and binding
obligation of Entercom and ECI,  enforceable  against each of them in accordance
with their terms,  except as limited by bankruptcy  and  insolvency  laws and by
laws  affecting  the  enforcement  of  creditors  rights  generally or equitable
principles.  Assuming said  consents and  approvals  are obtained,  neither such
execution,  delivery and performance nor compliance by Entercom and ECI with the
terms and  provisions of the Agreement  will conflict with or result in a breach
or violation of any of the terms,  conditions  or  provisions of the Articles of
Incorporation  or Bylaws of Entercom,  or the Limited  Partnership  Agreement of
ECI, or any judgment,  order,  injunction,  decree,  regulation or ruling of any
court or any other governmental authority to which Entercom or ECI is subject or
any  material  agreement  or contract to which  Entercom or ECI is a party or to
which it is subject, or constitute a material default thereunder.

                  4.2.3 QUALIFICATION.  To Entercom's and ECI's knowledge, there
are no facts  relating to Entercom or ECI which could  reasonably be expected to
cause  Commission  approval  of  the  Assignment  Applications  relating  to the
transfer of KLOU or the Kansas City Stations to be denied or materially  delayed
or which  could  reasonably  be  expected  to lead to the  filing of a  material
objection to such Assignment Applications.

                  4.2.4  KLOU  PROPERTY.  The KLOU  Property  to be  transferred
hereunder,  listed  under the heading  "Included  Property"  on  Schedule  4.2.4
hereto,  constitutes  all of the  material  tangible  and  intangible  property,
whether real,  personal or mixed, other than the KLOU Leases and KLOU Contracts,
used in the operation of KLOU except for (i) property replaced


                                       17

<PAGE>



in the Ordinary Course of Business and (ii) those assets  specifically listed on
Schedule 4.2.4 under the heading "Excluded Property."

                  4.2.5 KLOU  LEASES.  Entercom  has  delivered  to ARS true and
correct copies of all KLOU Leases listed on Schedule 4.2.5 hereto.  There are no
other  material  KLOU  Leases  for any items or  interests  of real or  personal
property or associated  with the KLOU Assets or the present or future  operation
of KLOU other than those disclosed on Schedule 4.2.5 hereto.

                  4.2.6 KLOU  CONTRACTS.  Entercom has delivered to ARS true and
correct copies of all KLOU Contracts listed on Schedule 4.2.6 hereto, except for
Contracts for the sale or trade of broadcast advertising.  There are no material
KLOU  Contracts  except  the  Contracts  for the  sale  or  trade  of  broadcast
advertising now in effect, written or oral, express or implied, which in any way
affect the KLOU  Assets or the  present or future  operation  of KLOU other than
those disclosed on Schedule 4.2.6 hereto.

                  4.2.7 INTELLECTUAL  PROPERTY.  Schedule 4.2.7 hereto lists all
material  trademarks  and  copyrights  relating to the operation of KLOU and the
extent  to which  the same  have been  duly  registered  with  Federal  or State
governmental agencies.

                  4.2.8 TITLE TO PROPERTY. Except for the Permitted Encumbrances
and as disclosed on Schedule  4.2.8 hereto,  Entercom and ECI will (i) have good
and  marketable  title  to the real  property  that  comprises  part of the KLOU
Property,  (ii) have valid and subsisting leasehold interests in the leases that
comprise part of the KLOU Property and (iii) own and have good and  merchantable
title to all material items of personal  property that comprise part of the KLOU
Property.  Except for  Permitted  Encumbrances  and items  disclosed on Schedule
4.2.8,  none of the KLOU Property is subject to any mortgage,  conditional  sale
agreement,  security interest, lease, lien, hypothecation,  pledge, encumbrance,
restriction,  liability,  charge,  claim or  imperfection  of title  that  would
materially  adversely affect the continued use of the KLOU Property as currently
used.  Except as otherwise  provided on Schedule  4.2.8,  all items disclosed on
such Schedule shall be removed or satisfied by Entercom at or before Closing.

                  4.2.9 NO  DEFAULTS.  Except as  disclosed  on Schedule  4.2.9,
Entercom and ECI has  complied in all material  aspects with all of the terms of
the KLOU  Contracts and the KLOU Leases and such KLOU  Contracts and KLOU Leases
are  enforceable  by Entercom and ECI, as applicable,  in accordance  with their
respective  terms,  except as such  enforcement  may be  limited  by  applicable
bankruptcy and similar laws affecting the  enforcement of creditors'  rights and
general  equitable  principles  affecting the enforcement of equitable  remedies
(including  within said  equitable  remedies  without  limitation  the remedy of
specific  performance).  No event has occurred which with the passage of time or
the giving of notice or both would  constitute a material default by Entercom or
ECI under the KLOU  Contracts.  To the  knowledge of Entercom and ECI, all other
parties to the KLOU  Contracts  and KLOU  Leases have  complied in all  material
respects with the  provisions  thereof and no event has occurred  which with the
passage  of time or the  giving of notice or both  would  constitute  a material
default by any such other party thereunder.



                                       18

<PAGE>



                  4.2.10  AUTHORIZATIONS  AND APPLICATIONS.  All  Authorizations
necessary to the lawful operations of KLOU as it is now conducted or proposed to
be conducted on or prior to the Closing Date have been granted and issued by the
Commission to ECI, which is the authorized,  legal holder of such Authorization.
Such Authorizations are listed on Schedule 4.2.10 attached hereto and are now in
full force and effect.  There are no applications of Entercom or ECI relating to
KLOU  pending  with the  Commission  except as listed on such  Schedule  4.2.10.
Entercom and ECI have  performed and complied in all material  respects with all
of the terms and conditions of said KLOU Authorizations,  the Communications Act
and  all  applicable  rules,  regulations,  requirements  and  policies  of  the
Commission.  Except as listed on Schedule 4.2.10, no proceedings are pending or,
to the  knowledge  of  Entercom  or ECI,  threatened  which  may  result  in the
revocation,   modification,   non-renewal   or   suspension   of  any  of   said
Authorizations,  the denial of any pending applications, the issuance of a cease
and desist  order,  or the  imposition of any other  administrative  or judicial
sanction to which KLOU or the KLOU Assets may be subject. All ownership reports,
renewal applications and other material reports and documents in respect of KLOU
required to be filed by Entercom or ECI with the Commission  have been filed and
all such  reports,  applications  and  documents  are true  and  correct  in all
material respects. KLOU is identified by its presently assigned call letters and
is operated at its authorized  power and height on its assigned  frequency.  The
public  inspection  file  for  KLOU  is  in  substantial   compliance  with  the
regulations of the Commission relating thereto.

                  4.2.11   PERMITS   AND   LICENSES.    In   addition   to   the
Authorizations,  Entercom  or ECI at  Closing  will hold all other  governmental
permits and licenses necessary for the lawful operation of KLOU. At Closing, all
terms,  restrictions  and  requirements  of such permits and licenses  have been
complied with in all material  respects and neither  Entercom nor ECI will be in
default of any of same in any material respect.

                  4.2.12  COMPLIANCE WITH LAWS.  Except as disclosed on Schedule
4.2.12,  Entercom and ECI have complied in all material respects with all orders
(to which Entercom or ECI is a party or is subject), and applicable laws, rules,
and regulations of all federal,  state and local authorities with respect to the
KLOU  Assets and  operation  of KLOU.  With  respect to the  operation  of KLOU,
Entercom and ECI are not in default with respect to or in violation  of: (a) any
judgment,  order,  injunction  or  decree  to  which  Entercom  is a party or is
subject;  or (b) any rule or regulation of any court,  administrative  agency or
other  governmental  authority,  in either case in any respect  material to this
transaction.  All material reports,  returns and other documents which relate in
any  way  to the  KLOU  Assets  and  which  were  filed  by  Entercom  with  any
administrative  agency or governmental  authority are true, correct and complete
in all material respects.

                  4.2.13 LITIGATION AND CLAIMS.  Except as disclosed in Schedule
4.2.13  hereto  and  except  for  rulemaking  proceedings  applicable  to  radio
broadcast  stations  generally,  no  litigation,  proceeding or  controversy  is
pending or, to the  knowledge  of any officer of  Entercom  and ECI,  threatened
which might affect any of the KLOU Assets, Entercom's or ECI's right or power to
transfer the same, the ownership,  possession,  use or resale of any of the KLOU
Assets,  or the operation of the KLOU by ARS or by any assignee of ARS and there
is no basis known to Entercom or ECI for any such litigation, proceeding,


                                       19

<PAGE>



controversy or claim. No claim has been made or asserted against Entercom or ECI
material to this transaction.

                  4.2.14  LABOR  RELATIONS.  In all  respects  material  to this
transaction,   Entercom  has  complied  with  all  applicable  laws,  rules  and
regulations  pertaining to the employment of labor,  including those relating to
wages, hours,  collective bargaining and the payment of or withholding of taxes,
and Entercom and ECI with respect to the  operation of KLOU,  have  withheld all
amounts  required by law or agreement to be withheld  from the wages or salaries
of their  employees  and are not liable  for any  arrears of wages or any tax or
withholding  or any  penalties or interest for failure to comply with any of the
foregoing;  and except as disclosed on Schedule 4.2.14,  there are no collective
bargaining  agreements relating to the relationship between any employee of KLOU
and  Entercom or ECI. In  addition,  Entercom  and ECI have no  knowledge of any
union  organizing  activities in the one year period  preceding the date of this
Agreement  involving or  targeting  any  employees  employed at KLOU not already
covered by a collective bargaining agreement.

                  4.2.15   EMPLOYMENT CONTRACTS.  Except as disclosed on
Schedule 4.2.15 hereto, there are no written contracts for the employment of any
personnel at KLOU and,  except as provided by applicable law or in the Contracts
disclosed on Schedule 4.2.15,  all employees of Entercom or ECI employed at KLOU
are employed on an "at will" basis and may be terminated in accordance  with the
procedures set forth on Schedule 4.2.15.

                  4.2.16  DAMAGE TO  ASSETS.  As of the date of this  Agreement,
none of the KLOU Property has been materially and adversely  affected in any way
as a result  of fire,  explosion,  earthquake,  accident,  fraud,  rain,  storm,
drought,  Act of God or  public  enemy or any  other  casualty,  whether  or not
covered by insurance.

                  4.2.17   EMPLOYEE BENEFIT AND RETIREMENT PLANS.  Listed
on Schedule 4.2.17 (with a brief description thereof) are the material "employee
pension  benefit  plans"  and  "employee  welfare  benefit  plans"  (as  defined
respectively  in  Sections  3(2)  and  3(l) of the  Employee  Retirement  Income
Security Act of 1974, as amended  ("ERISA"))  which Entercom and ECI maintain on
behalf of its  employees  employed  at KLOU.  In all  respects  material to this
transaction,  all "employee pension benefit plans" and "employee welfare benefit
plans" listed on Schedule 4.2.17 hereto comply in all material respects with all
applicable  requirements of law and regulation including ERISA. Neither Entercom
nor ECI has  incurred  or  reasonably  expects  to  incur  (either  directly  or
indirectly, including as a result of any of the transactions contemplated hereby
or any indemnification obligation) any liability (including, without limitation,
withdrawal  liability) that could become a liability of Entercom or ECI under or
pursuant  to Title I or IV of  ERISA or the  penalty,  excise  tax or joint  and
several liability  provisions of the Code relating to employee benefit plans and
no event,  transaction or condition has occurred or exists which could result in
any such liability. Entercom and ECI have made all required contributions to all
multiemployer plans within the meaning of Section 3(37) of ERISA.

                  4.2.18  EMPLOYEES.  Entercom  and ECI have  provided  to ARS a
listing  of the name,  salary or  compensation,  and job title of all  employees
employed at KLOU as of June 30, 1997.  Except as  otherwise  provided in Section
3.3 hereof, Entercom and ECI shall be


                                       20

<PAGE>



responsible for and pay to their  employees all accrued and earned  compensation
and  benefits of any kind,  including  without  limitation,  severance,  accrued
vacation or other termination benefits which result from the employment with and
termination thereof by Entercom and ECI.

                  4.2.19  TRADE OR BARTER.  Schedule  4.2.19  sets forth a true,
complete  and  accurate  description   (including  obligations  and  liabilities
remaining  thereunder) of all contracts for the sale of broadcast advertising on
a trade or barter basis that  individually  involve,  or may involve,  valued in
accordance with U.S. generally accepted accounting procedures, more than $500 in
obligations  remaining  thereunder  as of the date of this  Agreement  in money,
property or services or a remaining term in excess of two (2) months.

                  4.2.20 ENVIRONMENTAL  COMPLIANCE,  POLYCHLORINATED  BIPHENYLS,
ASBESTOS  AND  OTHER  TOXIC OR  HAZARDOUS  SUBSTANCES.  Except as  disclosed  on
Schedule  4.2.20,  and to the  knowledge  of  Entercom  and ECI (a)  none of the
Entercom Property contains (i) any friable asbestos,  polychlorinated  biphenals
or any PCB  contaminated  oil; (ii) any  Contaminants;  or (iii) any underground
storage tanks; (b) no underground  storage tank disclosed on Schedule 4.1.20 has
leaked  and has not been  remediated  or leaks  or has  leaked  and has not been
remediated and each such tank is in substantial  compliance  with all applicable
Environmental  Laws;  and (c) all of the  Entercom  Property  is in  substantial
compliance with all applicable Environmental Laws.

                  4.2.21   FINANCIAL  AND  OTHER   INFORMATION.   All  financial
information concerning KLOU provided to ARS and listed on Schedule 4.2.21 fairly
present the financial  condition of KLOU as of the respective  dates thereof and
the results of operation of KLOU for the  respective  period then ended.  Except
solely for the  obligations and liabilities to be assumed by ARS and ARS License
pursuant to Section 3.1,  there will, at the time of Closing,  be no obligations
or  liabilities  of  any  nature,  whether  accrued,  absolute,   contingent  or
otherwise,  relating to Entercom,  ECI or the KLOU Assets which could, after the
Closing,  result in any form of transferee  liability  against either ARS or ARS
License or subject  any of the KLOU Assets to any lien or  otherwise  affect the
full,  free  and  unencumbered  use of the KLOU  Assets  and the  ownership  and
operation of KLOU by ARS or ARS License.

                  4.2.22  CONDITION OF EQUIPMENT.  All  transmission  and studio
equipment and other equipment  (mechanical  and electrical)  included within the
KLOU Property, is, and will be as of the Closing Date, in a state of good repair
and  maintenance  and is in good  operating  condition,  normal  wear  and  tear
excepted,  has been maintained in a manner  consistent  with generally  accepted
standards of good  engineering  practice and  currently  permits the Kansas City
Stations to be operated in accordance with all current Commission requirements.

                  4.2.23  REAL  PROPERTY.  Schedule  4.2.23  contains a true and
complete  list of all owned and leased real  property  used in the  operation of
KLOU. There are no outstanding options or rights of first refusal to purchase or
sublease such real property or any portion thereof or interest therein. The real
property  identified on Schedule  4.2.23 has  vehicular  access to a road and is
supplied with utilities and other  services  necessary for the operation of that
portion of the business of KLOU  conducted  there.  No real property  other than
that  listed  on  Schedule  4.2.23 or listed on  Schedule  4.2.4  pertaining  to
Excluded Property, is used in, held


                                       21

<PAGE>



for use in  connection  with or  necessary  for the conduct of, the  business or
operations of KLOU. The transmitting towers,  related improvements,  guy anchors
of the transmitting  towers,  and the transmitter  buildings used by Entercom in
the  operation  of  KLOU  are  located  entirely  on  such  real  property.  The
improvements  of  Entercom  upon  such real  property  and the  current  use and
operation of such premises by Entercom  conform in all material  respects to all
restrictive covenants, conditions,  easements, building, subdivision and similar
codes  and  federal,  state and  local  laws,  regulations,  rules,  orders  and
ordinances  and Entercom has not received any notice of any violation or claimed
violation  of any such  restrictive  covenant,  condition  or  easement,  or any
building,  subdivision  or similar  code,  or any  federal,  state or local law,
regulation,  rule,  order or  ordinance  which,  either  individually  or in the
aggregate,  could have a material  adverse  effect on the  assets,  business  or
financial  condition  of KLOU.  There is no pending or, to  Entercom's  or ECI's
knowledge,  threatened  condemnation or other legal  proceeding or action of any
kind relating to such real property  and/or title  thereto.  There are no latent
structural,  mechanical  or other defects of material  significance  in the real
property which could reasonably be expected to have a material adverse effect on
the assets,  business or financial  condition of KLOU. All improvements upon the
real  property on Schedule  4.2.23 are in good  operating  condition and repair,
normal wear and tear  excluded.  Entercom has no  knowledge  and has received no
notice (i) of any pending, threatened, or contemplated action to take by eminent
domain or  otherwise  to condemn  any  portion of the real  property or interest
therein,  or (ii) of any levied,  threatened or proposed  assessments for public
improvements with respect to the real property.

                  4.2.24   NO MATERIAL ADVERSE CONDITION.  Entercom and ECI
do not know of any undisclosed  condition  specifically  applicable to KLOU that
exists on the date of this  Agreement,  including but not limited to, pending or
threatened  litigation,  that is likely to have a material adverse effect on the
KLOU  Assets or  financial  condition  of KLOU,  other  than (i)  changes in the
Ordinary Course of Business, (ii) economic,  business or financial conditions or
trends, and (iii) conditions generally affecting radio stations.

                  4.2.25 PAYMENT OF TAXES.  Entercom and ECI have, and as of the
Closing Date will have, paid and discharged all taxes, assessments,  excises and
other  levies  which  are due,  including  but not  limited  to any such  taxes,
assessments, excises and levies which, if due and not paid, would interfere with
ARS's or ARS License's  enjoyment or use of the KLOU Assets or result in a lien,
charge or encumbrance  thereon,  excepting  those taxes being  contested in good
faith and such taxes,  assessments  and other levies which will not be due until
or after the  Closing  Date and which are  either  to be  prorated  between  the
parties  pursuant to the provisions of Section 8.2 hereof or paid by Entercom or
ECI pursuant to Section 6.3.6.

                  4.2.26  REQUIRED  CONSENTS.  The only approvals or consents of
persons  or  entities  not a  party  to  this  Agreement  that  are  legally  or
contractually  required to be obtained by Entercom or ECI in connection with the
consummation of the  transactions  contemplated by this Agreement are those that
are  (i)  set  forth  on  Schedules  4.2.5  and  4.2.6  hereto  and  (ii)  those
contemplated by Section 5.1.

                  4.2.27 MATERIAL  STATEMENTS AND OMISSIONS;  ABSENCE OF EVENTS.
No representation or warranty made by Entercom and ECI contained in this


                                       22

<PAGE>



Agreement,  any Entercom or ECI Schedule or any  certificate,  document or other
instrument  furnished  or to be  furnished  by Entercom  or ECI  pursuant to the
provisions  hereof  contains or will contain any untrue  statement of a material
fact or omits or will  omit to state  any  material  fact  required  to make any
statement contained herein or therein not misleading. Neither Entercom or ECI is
aware of any  impending  or  contemplated  event  that  would  cause  any of the
representations  and  warranties  made by it in  this  Article  not to be  true,
correct and complete on the date of such event as if made on that date.

                                    ARTICLE V

                                   CONDITIONS


         5.1  COMMISSION  CONSENT  AND  APPROVAL  AND  HSR ACT  WAITING  PERIOD.
Performance of the  obligations of the parties with respect to the Stations that
each such party is  transferring  and/or  acquiring under this Agreement and the
Closing  are and shall be  subject  to the  occurrence  and  concurrence  of the
express  condition  precedent  that the  Commission  has granted its consent and
approval in writing to the  assignment to the parties  hereto of the  respective
Authorizations issued by the Commission for the Stations as contemplated hereby,
such consent to be free of any material adverse condition, and such grants shall
have  become  Final  Orders and the waiting  periods  (as they may be  extended)
applicable  to the  transfer  of the ARS  Assets and the KLOU  Assets  under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act")
shall have expired or been earlier terminated.

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

                  5.2.1 No order,  decree or  judgment  of any court,  agency or
other governmental authority shall have been rendered against ARS or ARS License
which would  render it unlawful as of the Closing Date for ARS or ARS License to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms.

                  5.2.2 The  representations  and warranties of Entercom and ECI
contained in Section 4.2 shall be true and correct at and as of the Closing Date
as if made on and as of such date  except for  changes  expressly  permitted  or
contemplated   by  the  terms  of  this  Agreement  and  for  such  breaches  of
representations and warranties that, in the aggregate,  will not have a material
adverse  effect  on the KLOU  Assets  or the  operation  of KLOU (in each  case,
without taking into account any  qualification as to the materiality or material
adverse effect contained in such representations and warranties).

                  5.2.3  All  of  the  terms,  covenants  and  conditions  to be
complied  with and  performed by Entercom  and ECI  hereunder on or prior to the
Closing Date shall have been


                                       23

<PAGE>



complied  with or  performed  except for such  failures to comply  that,  in the
aggregate,  will not have a material  adverse  effect on the KLOU  Assets or the
operation of KLOU.

                  5.2.4 All Required  Consents have been obtained from the other
parties to the KLOU Leases and the KLOU Contracts  identified on Schedules 4.2.5
and 4.2.6  respectively  as "Material  Leases (or  Contracts)-Consent  to Assign
Required."

                  5.2.5 The conditions to closing the JACOR Agreement shall have
been satisfied or waived, and the parties thereto shall be prepared to close the
JACOR Agreement immediately.

         5.3 CONDITIONS OF ENTERCOM AND ECI.  Performance of the  obligations of
Entercom  and ECI under  this  Agreement  and the  Closing  of the  transactions
provided for herein are and shall be subject to the occurrence  and  concurrence
of the express conditions  precedent,  any of which may be waived by Entercom or
ECI that:

                  5.3.1 No order,  decree or  judgment  of any court,  agency or
other  governmental  authority shall have been rendered  against Entercom or ECI
which would  render it unlawful  as of the Closing  Date for  Entercom or ECI to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms.

                  5.3.2 The  representations  and  warranties of each of ARS and
ARS License  contained in Section 4.1 shall be true and correct at and as of the
Closing  Date as if made on and as of such date  except  for  changes  expressly
permitted or  contemplated  by the terms of this Agreement and for such breaches
of  representations  and  warranties  that,  in the  aggregate,  will not have a
material  adverse  effect on the ARS Assets or the  operation of the Kansas City
Stations (in each case,  without taking into account any qualification as to the
materiality or material  adverse effect and any  qualifications  to ARS's or ARS
License's knowledge contained in such representations and warranties).

                  5.3.3  All  of  the  terms,  covenants  and  conditions  to be
complied with and performed by ARS and ARS License  hereunder on or prior to the
Closing Date shall have been complied with or performed except for such failures
to comply that, in the aggregate, will not have a material adverse effect on the
ARS Assets or the operation of the Kansas City Stations.

                  5.3.4 All Required  Consents have been obtained from the other
parties to the Kansas City Leases and the Kansas City  Contracts  identified  on
Schedules   4.1.5   and   4.1.6    respectively   as   "Material    Leases   (or
Contracts)-Consent to Assign Required."

                                   ARTICLE VI

                   COVENANTS AND OPERATIONS PRIOR TO CLOSING.

         6.1  AFFIRMATIVE  COVENANTS OF ARS and ARS  LICENSE.  During the period
from the date of this  Agreement to the Closing Date (unless a different  period
is specified), ARS and ARS License shall:



                                       24

<PAGE>



                  6.1.1 CONDUCT OF BUSINESS.  During the period from the date of
the JACOR  Agreement to the Closing Date unless Entercom and ECI shall otherwise
agree in writing, ARS and ARS License shall use their reasonable best efforts to
cause JACOR to act in conformity  with the JACOR Agreement and to cause JACOR to
conduct  the  business of the Kansas City  Stations  in the  Ordinary  Course of
Business  in  accordance  with sound and  prudent  operating  practices  and all
requirements  of law  and  regulation,  except  such  requirements  of  law  and
regulation  which would not have a material  adverse  effect on the business and
operations of such Stations,  and, to the extent  consistent with the foregoing,
in the same manner in which the same have  heretofore  been  conducted  with the
intent of  preserving  the ongoing  operations  and  business of the Kansas City
Stations.

                  6.1.2  ENTERCOM  CONSENT AND REVIEW;  NOTIFICATION  OF CERTAIN
MATTERS.  Cooperate  with Entercom in connection  with its review,  analysis and
monitoring  of the ARS Assets and the  operations of the Kansas City Stations to
the end that an efficient  transfer of the ARS Assets may be made at Closing and
the business of the Kansas City Stations may continue on an uninterrupted basis.
Furthermore,  ARS and ARS License shall obtain  Entercom's  consent prior to the
exercise of any of ARS's or ARS  License's  rights under the JACOR  Agreement as
such rights  pertain to the Kansas  City  Stations.  In  addition  to  providing
information  required  hereunder or  reasonably  requested by the other  parties
hereto,  ARS and ARS License  agree  promptly to notify the other parties of any
unusual  problems or developments of which ARS or ARS License becomes aware with
respect to the ARS Assets or the business of the Kansas City Stations.

                  6.1.3  MATERIAL  OPERATIONAL  CHANGES.  Consult with  Entercom
regarding  any proposed  material  changes to the operation of any of the Kansas
City Stations  (during any period that ARS or its affiliates are entitled to own
or operate such Kansas City Stations),  to insure the continued operation of the
Kansas City  Stations as they are now operated and  cooperate  with  Entercom to
insure a smooth transfer of ownership and continuity of operations at Closing.

                  6.1.4 ENVIRONMENTAL  ASSESSMENT.  Allow Entercom to obtain, at
its expense, Phase I Environmental Assessments of all or any of the ARS Property
it is acquiring hereunder and any real property used by the Kansas City Stations
in their  operations or for which Entercom could be held  responsible  under any
Environmental Laws. ARS shall use its reasonable best efforts to afford Entercom
access to any ARS Property not then owned by ARS or its  affiliates  in order to
conduct  such  Phase I  Environmental  Assessments.  In the event  such  Phase I
Environmental    Assessments   disclose   any   conditions   contrary   to   the
representations  and warranties  contained in Section  4.1.20,  or any potential
that such  conditions may exist,  then Entercom may conduct or have conducted at
its expense  additional  testing to confirm or negate the  existence of any such
conditions.  If any such Phase I Environmental  Assessment or additional testing
confirms the  existence of any such  conditions,  ARS and ARS License will cause
the  conditions  to be  remedied  to the  extent  required  to  comply  with the
representations  and warranties set forth in Section 4.1.20  (without  regard to
any  knowledge  qualifier  contained  therein);  provided,  however,  that  such
remedial action is not reasonably expected to cost in


                                       25

<PAGE>



excess  of  $150,000.  In the  event  that such  remedial  action is  reasonably
expected  to cost in excess of  $150,000,  ARS and ARS  License may elect not to
take such remedial  action,  and,  notwithstanding  any other  provision of this
Agreement,  ARS and ARS License shall have no further  liability to Entercom and
ECI for any environmental condition to the extent such condition is disclosed on
Schedule  4.1.20  or any  Phase I  Environmental  Assessment  or  other  testing
conducted  pursuant to this Section 6.1.4.  In such event,  Entercom and ECI may
require  ARS and ARS License to proceed to Closing  and  Entercom  and ECI shall
receive  a  proration  at  Closing  in the  amount of  $150,000.  Alternatively,
Entercom and ECI may terminate this Agreement and ARS and ARS License shall have
no  liability  to  Entercom  and ECI as a result  of such  termination.  ARS has
furnished  to  Entercom  copies of any  environmental  reports  of which ARS has
knowledge of and were previously prepared for any of the ARS Property.

                  6.1.5 ARS STATION  EMPLOYEES.  Cooperate  with Entercom in its
efforts  to employ  after  the  Closing  any of the  current  employees  who are
employed at the Kansas City Stations,  including  without  limitation,  allowing
Entercom to meet privately with any such current employees.  ARS and ARS License
will not  interfere  with or attempt to  undermine  in any way,  the  efforts of
Entercom to employ such  employees  after the Closing  Date until  Entercom  has
affirmatively  notified ARS that it will not offer  employment to any particular
employee of the applicable Kansas City Stations.

                  6.1.6  TITLE  REPORTS.  Within  thirty  (30)  days  after  the
execution of this  Agreement at its expense,  (i)  commission a qualified  title
company to prepare  and  provide to  Entercom a  preliminary  title  report with
respect to each parcel of owned real property  within the ARS Property (each, an
"ARS Preliminary  Title Report"),  and ARS shall promptly provide a copy of each
such ARS Preliminary Title Report to Entercom,  together with complete copies of
all  documents  relating  to the title  exceptions  referred to in each such ARS
Preliminary Title Report and (ii) commission a qualified surveyor to prepare and
provide  to  Entercom a ALTA- ACSM  (1992)  Survey of each  parcel of owned real
property within the ARS Property (each, an "ARS Survey")  depicting the location
of all title  exceptions.  Entercom  shall have the right to  disapprove  of any
title exceptions (other than Permitted Encumbrances (whether or not disclosed in
each ARS Preliminary Title Report)) which in Entercom's  reasonable  discretion,
has a material  adverse  effect on the ARS Property or  Entercom's  intended use
thereof,  and Entercom shall notify ARS of any such disapproval  within ten (10)
days after receipt of each ARS Preliminary Title Report, as applicable, and each
ARS Survey,  as applicable,  by Entercom.  All title exceptions set forth in any
ARS Preliminary Title Report and any supplemental  reports or updates to any ARS
Preliminary Title Report and not disapproved by Entercom within the time periods
provided herein shall constitute Permitted  Encumbrances.  Prior to the Closing,
ARS  shall,  at its  expense,  remove or cause to be  removed,  all  disapproved
exceptions  (the  "Disapproved  Matters") or, in the  alternative,  obtain title
insurance in a form satisfactory to Entercom insuring against the effect of such
Disapproved  Matters.  If ARS is  unable  to  remove  or  endorse  over any such
Disapproved  Matters,  or if ARS  exercises  its right not to remove one or more
Disapproved Matters,  Entercom may elect to (i) terminate this Agreement or (ii)
waive such Disapproved Matters (such Disapproved Matters shall then be deemed to
be permitted title


                                       26

<PAGE>



exceptions),  in which event  Entercom  shall receive a credit at the Closing in
the amount equal to the reduction in value of such ARS Property  resulting  from
such Disapproved Matters.

                  6.1.7 TAXES.  Pay and  discharge  all taxes due after  Closing
accrued or accruing with respect to periods ending on or before the Closing Date
to the extent such taxes could result in a lien or otherwise  interfere with the
use or enjoyment of the ARS Assets.

                  6.1.8 SCHEDULES. Within a period of thirty (30) days following
the  execution  of this  Agreement,  use their  best  efforts  to  finalize  all
schedules referred to in Section 4.1 and shall use their best efforts thereafter
to  promptly  supplement  or amend the final  schedules  referred to herein with
respect to any matter  arising after the date of this  Agreement that would have
been  required  to make  such  schedules  complete  and  accurate.  Prior to the
acceptance of final schedules or any modification of any schedule referred to in
Section 4.1 by ARS or ARS License  pursuant to this Section 6.1.8,  Entercom and
ECI shall have the right to approve such schedule or modification, such approval
not to be unreasonably withheld, conditioned or delayed. If Entercom disapproves
of any final schedule or modification thereafter pursuant to this Section 6.1.8,
any such schedule or proposed modification will not be accepted or permitted, as
the case may be, except as thereafter  agreed to by the parties.  If the parties
fail to agree in the  exercise  of  reasonable  good faith  judgment on any such
final schedule or proposed  modification thereto, this agreement shall terminate
and no party shall have any further  liability  to any other party  hereunder in
the case of  disagreement  over  final  schedule  or, in the case of a  schedule
modification,  Entercom may proceed to Closing and seek indemnification pursuant
to Section 9.4 hereof.

                  6.1.9 INTENTION TO EMPLOY. Notify Entercom, at least eight (8)
days prior to Closing as to which employees of Entercom who are employed at KLOU
that ARS intends to hire.

                  6.1.10 BEST EFFORTS TO CLOSE JACOR  AGREEMENT;  ENFORCEMENT OF
RIGHTS. ARS and ARS License shall use their reasonable best efforts to close the
transactions  contemplated by the JACOR Agreement in a timely fashion consistent
with the terms of such agreement. ARS and ARS License shall enforce their rights
to the fullest extent  possible under the JACOR Agreement as they pertain to the
Kansas City Stations,  unless otherwise  directed by Entercom;  provided however
that ARS and ARS License  shall not invoke  their  rights to not close the JACOR
Agreement  under Section 6.3(f)  thereof,  with respect to any material  adverse
change  relating to the Kansas City Stations  without  Entercom's  prior written
approval.

                  6.1.11 JACOR AGREEMENT NOTIFICATIONS. To the extent ARS or ARS
License  receives  notifications  from  JACOR with  respect  to the Kansas  City
Stations under the JACOR  Agreement or otherwise  becomes aware of any breach of
any  representation,  warranty,  covenant or agreement in the JACOR Agreement or
the  failure to  satisfy  any  condition  in such  agreement,  in each case with
respect to the Kansas City Stations,  ARS and ARS License shall promptly  notify
Entercom, and thereafter enforce, perform or waive any provision of the


                                       27

<PAGE>



JACOR Agreement pertaining to the Kansas City Stations as requested by Entercom;
provided  that ARS and ARS License  shall not be obligated to take any action at
Entercom's  request  inconsistent  with their rights and  obligations  under the
JACOR Agreement.

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

                  6.2.1 KANSAS CITY LEASES AND CONTRACTS. Except as specifically
provided in this Agreement, cancel, amend, modify adversely, assign, encumber or
in any way  discharge or terminate  any of the Kansas City Leases or Kansas City
Contracts.

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

                  6.2.3  DISPOSE OF  ASSETS.  Except in the  Ordinary  Course of
Business, sell or dispose of any of the ARS Assets; provided that any ARS Assets
so disposed of in the Ordinary  Course of Business  are replaced  with assets of
like kind, quality and quantity.

                  6.2.4 LIENS.  Suffer or permit the  creation of any  mortgage,
conditional  sale agreement,  security  interest,  lease,  lien,  hypothecation,
pledge, encumbrance,  restriction,  liability,  charge, claim or imperfection of
title  on or  with  respect  to any of  the  ARS  Assets  other  than  Permitted
Encumbrances and those identified on Schedule 4.1.8 hereto.

                  6.2.5  ADVERTISING  CONTRACTS.  Enter into any Contracts other
than in the  ordinary  and usual  course of business  and  consistent  with past
practice.

                  6.2.6  BROADCAST  OPERATIONS.  Fail  to  take  any  reasonable
actions necessary to maintain continuous broadcast operations of the Kansas City
Stations from their main antennae.

                  6.2.7  DAMAGE  TO ARS  ASSETS.  Fail  to take  any  reasonable
actions  necessary  to avoid the  happening  of or to cure the  existence of any
material damage to or impairment of any of the ARS Assets.

                  6.2.8  REQUIREMENTS  OF LAW.  Fail to operate  the Kansas City
Stations in  conformity  in all  material  respects  with all of the  applicable
requirements of law and regulation.



                                       28

<PAGE>



                  6.2.9 JACOR AGREEMENT. Fail to comply with the terms of, waive
any of their  rights  under or consent to any actions  requiring  their  consent
under the JACOR Purchase Agreement.

                  6.2.10 PERFORMANCE OF ARS COVENANTS.  To the extent ARS and/or
ARS License is obligated to perform any  covenant in this  Agreement  (including
but not limited to covenants contained in Sections 6.1 and 6.2 hereof) which, by
its nature,  must be performed by JACOR (as defined in the JACOR  Agreement)  as
the owner of the Kansas City Stations,  the parties  acknowledge  and agree that
ARS and ARS License  shall  satisfy  their  obligation  under any such  covenant
through  enforcing their rights to the fullest extent  permitted by the terms of
the comparable  covenant in the JACOR  Agreement for the benefit of Entercom and
ECI.

         6.3  AFFIRMATIVE  COVENANTS OF ENTERCOM AND ECI. During the period from
the date of this  Agreement to the Closing  Date  (unless a different  period is
specified), Entercom and ECI shall:

                  6.3.1  CONDUCT OF  BUSINESS.  Unless ARS or ARS License  shall
otherwise  agree in writing,  conduct the business and operations of KLOU in the
Ordinary  Course of Business  in  accordance  with sound and  prudent  operating
practices and all requirements of law and regulation,  except such  requirements
of law and  regulation  which  would not have a material  adverse  effect on the
business  and  operations  of  KLOU,  and,  to the  extent  consistent  with the
foregoing,  in the same manner in which the same have  heretofore been conducted
with the intent of preserving the ongoing operations and business of KLOU.

                  6.3.2 ARS REVIEW;  NOTIFICATION OF CERTAIN MATTERS.  Cooperate
with ARS in  connection  with its review,  analysis and  monitoring  of the KLOU
Assets and the  operations of KLOU to the end that an efficient  transfer of the
KLOU Assets may be made at Closing and the  business of KLOU may  continue on an
uninterrupted basis. In addition to providing  information required hereunder or
reasonably  requested  by the  other  parties  hereto,  Entercom  and ECI  agree
promptly  to  notify  the  other  parties  hereto  of any  unusual  problems  or
developments  of which  Entercom or ECI becomes  aware with  respect to the KLOU
Assets or the business of KLOU.

                  6.3.3 MATERIAL OPERATIONAL CHANGES. Consult with ARS regarding
any proposed  material  changes to the operation of KLOU (during any period that
Entercom or its  affiliates  owns or  operates  KLOU),  to insure the  continued
operation  of KLOU as it is now  operated  and  cooperate  with ARS to  insure a
smooth transfer of ownership and continuity of operations at Closing.

                  6.3.4  ENVIRONMENTAL  ASSESSMENT.  Allow ARS to obtain, at its
expense, Phase I Environmental Assessments of all or any of the KLOU Property it
is acquiring  hereunder and any real property used by KLOU in its  operations or
for which ARS could be held responsible under any Environmental  Laws.  Entercom
shall afford ARS access to any


                                       29

<PAGE>



KLOU Property owned by Entercom or its affiliates in order to conduct such Phase
I Environmental Assessments. In the event such Phase I Environmental Assessments
disclose any conditions contrary to the representations and warranties contained
in Section 4.2.20, or any potential that such conditions may exist, then ARS may
conduct or have conducted at its expense additional testing to confirm or negate
the  existence  of any  such  conditions.  If any  such  Phase  I  Environmental
Assessment or additional  testing confirms the existence of any such conditions,
Entercom  will cause the  conditions  to be remedied  to the extent  required to
comply  with the  representations  and  warranties  set forth in Section  4.2.20
(without  regard  to  any  knowledge  qualifier  contained  therein);  provided,
however,  that such remedial action is not reasonably expected to cost in excess
of $150,000.  In the event that such remedial  action is reasonably  expected to
cost in excess of $150,000, Entercom and ECI may elect not to take such remedial
action, and notwithstanding any other provision of this Agreement,  Entercom and
ECI shall have no further liability to ARS and ARS License for any environmental
condition to the extent such  condition  is disclosed on Schedule  4.2.20 or any
Phase I  Environmental  Assessment or other testing  conducted  pursuant to this
Section 6.3.4. In such event,  ARS and ARS License may require  Entercom and ECI
to proceed to Closing and ARS and ARS  License  shall  receive a purchase  price
adjustment  in the amount of  $150,000.  Alternatively,  ARS and ARS License may
terminate  this Agreement and Entercom and ECI shall have no liability to ARS or
ARS  License as a result of such  termination.  Entercom  has  furnished  to ARS
copies of any environmental  reports of which Entercom has knowledge of and were
previously prepared for any of the KLOU Property.

                  6.3.5 KLOU  EMPLOYEES.  Cooperate  with ARS in its  efforts to
employ after the Closing any of the current  employees who are employed at KLOU,
including  without  limitation,  allowing  ARS to meet  privately  with any such
current  employees.  Entercom will not interfere with or attempt to undermine in
any way,  efforts of ARS to employ such  employees  after the Closing Date until
ARS has affirmatively notified Entercom that it will not offer employment to any
particular employee of KLOU.

                  6.3.6 TAXES.  Pay and  discharge  all taxes due after  Closing
accrued or accruing with respect to periods ending on or before the Closing Date
to the extent such taxes could result in a lien or otherwise  interfere with the
use or enjoyment of the KLOU Assets.

                  6.3.7  FINAL  SCHEDULES.  Within a period of thirty  (30) days
following  the execution of this  Agreement,  use their best efforts to finalize
all  Schedules  referred  to in  Section  4.2 and shall use their  best  efforts
promptly to supplement or amend the schedules referred to herein with respect to
any  matter  arising  after  the date of this  Agreement  that  would  have been
required to make such schedules complete and accurate.

                  6.3.8 INTENTION TO EMPLOY. Notify ARS, at least eight (8) days
prior to Closing as to which employees employed at the Kansas City Stations that
Entercom intends to hire.



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<PAGE>



                  6.3.9   FINANCIAL   INFORMATION.   Entercom,   ECI  and  their
accountants  shall  cooperate  with  ARS  in the  provision  of  such  financial
information  as  Entercom  or ECI  possess to permit,  to the extent  reasonably
possible,  ARS's  independent  accountants  to  issue a report  (which  shall be
unqualified  as to the scope of the audit,  access to the books and  records and
the  cooperation  of management)  on the financial  statements  (consisting of a
balance  sheet for the fiscal year ended  December  31, 1996 and  statements  of
operations  and cash flow for the one year period  ended  December  31, 1996) of
KLOU.  The parties  acknowledge  that  Entercom and ECI recently  acquired  KLOU
pursuant  to the  Westinghouse  Agreement  and as such  have  limited  financial
information with respect to KLOU's past operations. Entercom shall exercise what
rights it may possess  under the  contract  by which it acquired  KLOU to obtain
such other  financial  information  as may be reasonably  possible and which may
assist ARS's  independent  accountants  in issuing the report  referenced in the
first sentence of this Section 5.2.5.

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

                  6.4.1  KLOU  LEASES  AND  CONTRACTS.  Except  as  specifically
provided in this Agreement, cancel, amend, modify adversely, assign, encumber or
in any way discharge or terminate any of the KLOU Leases or KLOU Contracts.

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

                  6.4.3  DISPOSE OF  ASSETS.  Except in the  Ordinary  Course of
Business,  sell or dispose  of any of the KLOU  Assets;  provided  that any KLOU
Assets so  disposed of in the  Ordinary  Course of Business  are  replaced  with
assets of like kind, quality and quantity.

                  6.4.4 LIENS.  Suffer or permit the  creation of any  mortgage,
conditional  sale agreement,  security  interest,  lease,  lien,  hypothecation,
pledge, encumbrance,  restriction,  liability,  charge, claim or imperfection of
title  on or  with  respect  to any of the  KLOU  Assets  other  than  Permitted
Encumbrances and those identified on Schedule 4.2.8 hereto.

                  6.4.5  ADVERTISING  CONTRACTS.  Enter into any Contracts other
than in the  ordinary  and usual  course of business  and  consistent  with past
practice.

                  6.4.6  BROADCAST  OPERATIONS.  Fail  to  take  any  reasonable
actions necessary to maintain continuous  broadcast  operations of KLOU from its
main antenna.

                  6.4.7  DAMAGE  TO KLOU  ASSETS.  Fail to take  any  reasonable
actions  necessary  to avoid the  happening  of or to cure the  existence of any
material damage to or impairment of any of the KLOU Assets.


                                       31

<PAGE>



                  6.4.8  REQUIREMENTS OF LAW. Fail to operate KLOU in conformity
in all material  respects  with all of the  applicable  requirements  of law and
regulation.

         6.5 NO CONTROL.  Nothing  contained in this Agreement shall give to any
other party any right to control the operations of the Station to be acquired by
it prior to the Closing  Date.  Entercom  and ECI  acknowledge  that ARS and ARS
License have no rights in respect of the Kansas City  Stations  other than under
the JACOR Agreement.  Any advice, counsel or consent given under this Article VI
will  not  mitigate,  detract  from or  otherwise  affect  the  representations,
warranties or obligations under this Agreement and the consequences of the other
party's acting on any such advice,  counsel or consent will be solely such other
party's responsibility.

                                   ARTICLE VII

                            ACTIONS PRIOR TO CLOSING


         7.1  APPLICATION TO COMMISSION.  The parties hereby bind  themselves to
use all  reasonable  efforts,  and to  cooperate  with each other  (which  shall
include  in the case of ARS and ARS  License  causing  JACOR to  cooperate),  in
seeking the consent and  approval of the  Commission  to the  assignment  of the
Authorizations;  diligently  and  promptly  to  prepare,  sign and file with the
Commission within ten (10) business days from the date of this Agreement any and
all  applications  requisite or desirable to procure such consents and approvals
(the  "Assignment  Applications");  and  diligently  and promptly to prepare and
submit  to  the  Commission  all  information,   data,   exhibits,   amendments,
resolutions,  statements  and other  material  necessary or proper in connection
with the Assignment Applications;  and diligently to pursue the grant of a Final
Order  approving such Assignment  Applications  by the Commission.  In the event
JACOR shall fail to cooperate  with  Entercom and ECI to the extent  required by
this  Section  7.1, ARS and ARS License  shall  independently  take such actions
necessary to prepare and file the requisite  Assignment  Applications and pursue
the grant of a Final Order.

         7.2 HART-SCOTT-RODINO  NOTIFICATION.  As promptly as practicable and no
later than seven (7) days after the date hereof,  the parties  hereto shall take
all steps  reasonably  necessary to file and shall  participate in the filing of
all requisite  documents and notifications  required to be filed pursuant to the
HSR Act. All filing fees in connection with such notifications  shall be divided
equally between ARS and Entercom. The parties agree diligently to take and fully
cooperate  in the taking of, all  necessary  and proper  steps,  and provide any
additional  information  reasonably  requested  in order to obtain  promptly the
expiration of the waiting period under the HSR Act. ARS and ARS License may meet
their  obligations  hereunder by causing JACOR to comply with the  provisions of
this Section 7.2. In the event that JACOR shall fail to cooperate  with Entercom
and ECI and take all steps  necessary  to ensure  the  requisite  documents  and
notifications  are filed  pursuant  to the HSR Act,  ARS and ARS  License  shall
independently take such action necessary to comply with the requirements of this
provision.


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<PAGE>



         7.3  INSPECTION.  During the period from the date of this  Agreement to
the Closing Date, each party shall, upon reasonable request, afford, or cause to
be afforded,  engineers,  attorneys,  accountants and other  consultants  and/or
representatives  of the party acquiring their current  Stations free access in a
reasonable  manner  during  normal  business  hours to the  employees,  offices,
studios, transmitter sites, equipment, records and other documents pertaining to
such Stations and furnish or cause to be furnished such acquiring party with all
information  concerning  such  Station's  affairs  as such  acquiring  party may
reasonably request, including but not limited to applications,  responses to the
Commission's questionnaires,  and other documents filed with the Commission. For
purposes of the foregoing, records shall include, without limitation, any sales,
research,  consulting and ratings reports  relating to the Stations.  During any
period  that a party  does not own a  Station,  such  party  shall  use its best
efforts  to  afford  the  other  party  access  to such  Station  to the  extent
contemplated by this Section 7.3. ARS and ARS License may meet their obligations
hereunder by designating  Entercom as their  representative  to act on behalf of
ARS under the corresponding provision in the JACOR Agreement.

         7.4 CONFIDENTIALITY. Each party hereby covenants and agrees that in the
event the  transactions  contemplated  by this Agreement are not consummated for
any reason whatsoever, they will, upon request, return to the other party within
ten (10)  days from the date of such  request,  all  copies  of all  information
designated at the time of delivery as confidential  (other than one copy thereof
which may remain with independent  counsel for such party) and each party hereby
covenants and agrees to use reasonable efforts to hold all such information (the
"Confidential  Information")  in  confidence  and not to disclose,  or cause any
representative,  agent or  employee of such party to disclose to any third party
any portion of the  Confidential  Information  and not to use any portion of the
Confidential  Information  for its own  benefit.  Nothing  shall be deemed to be
Confidential  Information  which:  (i) is  known  to a party  at the time of its
disclosure by the  disclosing  party;  (ii) becomes  publicly known or available
other than through  disclosure  by the  disclosing  party;  (iii) is  rightfully
received by a party from a third party;  or (iv) is  independently  developed by
the party.

         7.5 EMPLOYEE DIVISION.  The parties agree to cooperate in good faith to
make an equitable and fair division  among  themselves of those  employees  with
duties currently at both KUDL(FM) and KMXV(FM).

                                  ARTICLE VIII

                                     CLOSING


         8.1 CLOSING.  Closing  shall take place at the time and place agreed to
by the  parties  hereto.  In the  absence  of  agreement  thereon  and except as
modified  elsewhere herein, the Closing shall take place at such location as the
parties  may  agree at  10:00  a.m.,  on the date of  closing  under  the  JACOR
Agreement  provided that all of the conditions to Closing set forth in Article V
hereof are satisfied or waived. If the parties fail to agree on the Closing Date
or


                                       33

<PAGE>



location,  then Closing  shall occur by mail on such tenth (10th)  business day.
The  foregoing  notwithstanding,  Closing may be delayed as provided in Sections
8.6 and 9.4.6 hereof.

         8.2  PRORATIONS.  Within ninety (90) days after Closing,  an accounting
for each Station shall be made as follows:

                  8.2.1  GENERALLY.   All  prepaid  income,   prepaid  expenses,
prepayments on any Contracts and Leases assumed,  accrued income, property taxes
and  accrued  expenses up to the  Adjustment  Time  shall,  except as  otherwise
expressly provided herein, be adjusted and allocated between the disposing party
and the acquiring  party to reflect the  principle  that all expenses and income
rising from the operation of the Station up through the Adjustment Time shall be
for the account of the disposing party, and all expenses and income arising from
the operation of the Station after the Adjustment  Time shall be for the account
of the acquiring party. Any appropriate  proration required to be made to Leases
and Contracts  shall also be reflected in such  accounting.  Any amount not paid
when due shall bear interest at the rate of ten percent (10%) per annum.

                  8.2.2  CERTIFICATE  OF  PRORATIONS.  As  soon  as  practicable
following  the  Closing  Date,  and  in  any  event,  within  ninety  (90)  days
thereafter,  or at such other time as the parties agree,  the acquiring party of
each  Station  shall  deliver  to the  disposing  party  the  acquiring  party's
certificate, setting forth as of the Adjustment Time, all adjustments to be made
as provided in Section 8.2.1 above as to the Station.  The acquiring party shall
provide the disposing party or its representatives access to copies of all books
and records the disposing party may reasonably request for purposes of verifying
such  adjustments.   The  acquiring  party's  certificate  shall  be  final  and
conclusive  unless  objected to by the disposing  party in writing within thirty
(30) days after  delivery.  The  acquiring  and  disposing  party shall  attempt
jointly  to reach  agreement  as to the  amount  of the  adjustments  to be made
hereunder within sixty (60) days after receipt of such written objection,  which
agreement, if achieved,  shall be binding upon all parties to this Agreement and
not subject to dispute or review.

                  8.2.3 ARBITRATION.  In the event of a disagreement between the
acquiring  and  disposing  parties  with  respect to the  accounting  to be made
hereunder,  the  parties  agree  that  Arthur  Andersen,  LLP shall be the final
arbiter of such disagreement.

                  8.2.4 PAYMENTS.  Any amounts due for the adjustments  provided
for  herein   shall  be  paid  within  ten  (10)   business   days  after  final
determination.

                  8.2.5 JACOR  PRORATIONS.  ARS and Entercom  shall jointly take
such actions  under  Section  2.3(g) of the JACOR  Agreement  as are  reasonably
necessary to effect prorations with respect to the Kansas City Stations.  To the
extent  proration  procedures under the JACOR Agreement are different than those
set forth herein,  the procedures set forth in the JACOR Agreement shall control
prorations with respect to the Kansas City Stations.



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<PAGE>



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

                  8.3.1  BILL OF SALE.  Such Bills of Sale and  assignments  and
other  instruments  of transfer  and  conveyance,  transferring  to ARS the KLOU
Property  to be sold,  transferred  or  assigned  hereunder  and the  rights and
interests  under the KLOU Leases and the KLOU  Contracts  being  assigned to ARS
hereunder.

                  8.3.2  AUTHORIZATION  ASSIGNMENT.  An assignment to ARS of all
right, title and interest of ECI in and to the KLOU Authorizations.

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

                  8.3.4 BOARD  RESOLUTIONS.  Certified  copies of resolutions of
the Board of Directors of Entercom (on its behalf and in its capacity as General
Partner of ECI) duly authorizing the execution, delivery and performance of this
Agreement  and all documents to be executed and delivered by Entercom and ECI at
the Closing and thereafter.

                  8.3.5  OFFICER'S   CERTIFICATE.   Certificates  signed  by  an
authorized officer of Entercom and ECI, to the effect that no act or omission of
Entercom or ECI or state of facts  contrary to the  agreements,  representations
and warranties of such party contained herein has been taken or has occurred and
that said representations and warranties to the extent they do not speak as of a
specific  time are true and correct as of the Closing  Date with the same effect
as if made as of the  time of  Closing  and that all  covenants  and  agreements
contained  herein of the party  delivering  the  certificate  have been complied
with.

                  8.3.6 ASSUMPTION  AGREEMENTS.  One or more agreements  whereby
Entercom  assumes  and  agrees  to pay  when due any  liabilities  of ARS or ARS
License  relating to the Kansas City Stations  specifically  assumed by Entercom
and ECI hereunder,  including without  limitation,  those  liabilities  accruing
after the  Adjustment  Time with  respect to those Kansas City Leases and Kansas
City Contracts being assumed by Entercom hereunder.

                  8.3.7 REQUIRED CONSENTS. The Required Consents relating to the
KLOU Leases and the KLOU Contracts.

                  8.3.8 UCC  SEARCHES.  Entercom  shall  deliver to ARS  Uniform
Commercial  Code ("UCC") lien searches from the city of St. Louis,  Missouri and
relevant filing offices in the Missouri  Secretary of State, each dated not more
than thirty (30) days prior to the  Closing  Date and showing no UCC,  judgment,
tax or other lien filings against the KLOU Assets, other


                                       35

<PAGE>



than (i) Permitted  Encumbrances  and (ii)  security  interests or other filings
that will be released at the Closing. Entercom shall deliver evidence at Closing
of the  release of  security  interests  or other  filings to be released at the
Closing.

                  8.3.9 OPINION OF COUNSEL.  An opinion of (i) John C. Donlevie,
Esq.  Entercom's  General  Counsel  and (ii)  Latham & Watkins,  Entercom's  FCC
counsel, in form and substance reasonably satisfactory to ARS.

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

                  8.4.1  BILL OF SALE.  Such Bills of Sale and  assignments  and
other  instruments of transfer and conveyance,  transferring to Entercom the ARS
Property  to be sold,  transferred  or  assigned  hereunder  and the  rights and
interests  under the Kansas City Leases and Kansas City Contracts being assigned
to Entercom hereunder.

                  8.4.2  AUTHORIZATION  ASSIGNMENT.  An assignment to ECI of all
right, title and interest of JACOR in and to the Authorizations  relating to the
Kansas City Stations.

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

                  8.4.4 BOARD  RESOLUTIONS.  Certified  copies of resolutions of
the Board of Directors of ARS and ARS License duly  authorizing  the  execution,
delivery and  performance of this Agreement and all documents to be executed and
delivered by ARS and ARS License at the Closing and thereafter.

                  8.4.5  OFFICER'S  CERTIFICATES.   Certificates  signed  by  an
authorized  officer of ARS and ARS License to the effect that no act or omission
of  ARS  or  ARS  License,  or  state  of  facts  contrary  to  the  agreements,
representations  and warranties of such party contained herein has been taken or
has occurred and that said  representations and warranties to the extent they do
not speak as of a specific time are true and correct as of the Closing Date with
the same effect as if made as of the time of Closing and that all  covenants and
agreements  contained  herein of the party  delivering the certificate have been
complied with.

                  8.4.6 ASSUMPTION  AGREEMENTS.  One or more agreements  whereby
ARS  assumes  and  agrees to pay when due any  liabilities  of  Entercom  or ECI
relating  to  KLOU  specifically  assumed  by ARS  and  ARS  License  hereunder,
including without  limitation,  those liabilities  accruing after the Adjustment
Time with respect to those KLOU Leases and KLOU  Contracts  being assumed by ARS
or ARS License hereunder.



                                       36

<PAGE>



                  8.4.7 REQUIRED CONSENTS. The Required Consents relating to the
Kansas City Leases and Kansas City Contracts.

                  8.4.8 UCC  SEARCHES.  ARS and ARS  License  shall  deliver  to
Entercom UCC lien searches from  Wyandotte  County,  Kansas and Jackson  County,
Missouri and the Missouri and Kansas  Secretaries of State,  each dated not more
than thirty (30) days prior to the  Closing  Date and showing no UCC,  judgment,
tax or other lien  filings  against  the ARS  Assets,  other than (i)  Permitted
Encumbrances and (ii) security  interests or other filings that will be released
at the Closing. ARS shall deliver evidence at Closing of the release of security
interests or other filings to be released at the Closing.

                  8.4.9 CASH CONSIDERATION. ARS and ARS License shall deliver to
Entercom  and  ECI  the  ARS  Cash   Consideration   by  immediately   available
wire-transferred funds.

                  8.4.10  OPINION  OF  COUNSEL.  An  opinion  of (i)  Michael B.
Milsom,  Esq.,  ARS's General  Counsel and (ii) Dow,  Lohnes & Albertson,  PLLC,
ARS's FCC counsel, in form and substance reasonably satisfactory to Entercom.

                  8.4.11  RELIANCE ON JACOR.  The parties  acknowledge  that ARS
and/or ARS License may satisfy their  obligations  under this Section 8.4 to the
extent  that ARS and/or  ARS  License  are  entitled  to receive  from JACOR (as
defined in the JACOR  Agreement)  any of the  foregoing  deliveries,  by causing
JACOR to make such deliveries directly to Entercom and ECI.

         8.5 COVENANTS OF FURTHER ASSURANCES.  At and after the time of Closing,
upon  request,  each party shall take such action and deliver to the other party
such  further  instruments  of  assignment,  conveyance  or  transfer  or  other
documents of further  assurance as may be  reasonably  necessary to evidence the
full and  effective  transfer,  conveyance  and  assignment  of the  Assets  and
possession thereof to the respective parties,  their successors and assigns, and
to assure complete performance of this Agreement in all respects.

         8.6 RISK OF LOSS; DAMAGE TO PROPERTY. The risk of loss or damage to any
of the KLOU Assets prior to Closing  shall be upon Entercom and ECI. The risk of
loss or damage to any of the ARS Assets  prior to Closing  shall be upon ARS and
ARS License.  If, at the time of Closing,  any tangible  personal property to be
sold hereunder that is necessary for the operations of any respective Station as
it is conducted on the date of execution of this  Agreement  shall have suffered
loss or  damage to an  extent  that  affects  the  value  thereof  and the party
disposing such property hereunder shall not have repaired,  replaced or restored
same with property of like kind,  quality and value,  the party  acquiring  such
property  hereunder  shall have the right at its  election to (i)  complete  the
purchase and Closing,  in which event it shall be entitled to a payment equal to
the greater of (a) the amount  necessary to repair to its original  condition or
replace such  property or restore such damaged  property  with  property of like
kind,  quality  and value or (b) the  amount of any and all  insurance  proceeds
available  to the other  party,  if any,  collectible  by reason of such loss or
damage, or (ii) postpone Closing until such


                                       37

<PAGE>



time as the other  party  shall have so  repaired,  replaced  or  restored  such
property,  provided  that if such repair,  replacement  or  restoration  of such
property  is not  completed  within  sixty (60) days after the date on which the
loss or damage  was  suffered,  then the  acquiring  party  shall  complete  the
purchase and Closing pursuant to (i) above.

         8.7  TAXES  ON  TRANSACTION.  All  sales,  purchase,  transfer,  use or
documentary  taxes,  if any,  payable by reason of this  Agreement or any of the
transactions contemplated hereby or the sale, transfer or delivery of any of the
Assets to a party hereunder whether or not imposed on such party,  shall be paid
and borne by the party  transferring  such  Assets or causing  such Assets to be
transferred  either by payment thereof or by  reimbursement  to one of the other
parties.

                                   ARTICLE IX

                    TERMINATION, DEFAULT AND INDEMNIFICATION


         9.1 TERMINATION. This Agreement may be terminated by a party hereto not
then in  Default  hereunder  upon  written  notice  to the  other  parties  upon
occurrence of any of the following:

                  9.1.1    By any of the parties hereto:

                    (i) if the Closing  has not  occurred by March 31, 1998 (the
"Termination Date"); or

                    (ii) if the Commission  denies or designates for hearing any
of the Assignment Applications or any portion thereof by Final Order; or

                    (iii) if there is  outstanding  any  final  judgment,  final
decree or final order that would prevent or make unlawful the Closing; or

                    (iv)  if  the  JACOR   Closing  has  not   occurred  by  the
Termination Date other than due to a breach of the JACOR Agreement by either ARS
or ARS License.

                  9.1.2  By ARS or ARS  License  if  neither  of them is then in
Default, and if any of the conditions set forth in Section 5.2 of this Agreement
are not waived by ARS or ARS  License  and such  conditions  shall not have been
satisfied  on or before the  Closing  Date or shall  have  become  incapable  of
satisfaction.

                  9.1.3  By  Entercom  or ECI if  neither  of  them  is  then in
Default, and if any of the conditions set forth in Section 5.3 of this Agreement
are not  waived  by  Entercom  or ECI and such  conditions  shall  not have been
satisfied  on or before the  Closing  Date or shall  have  become  incapable  of
satisfaction.


                                       38

<PAGE>

                  9.1.4    By written mutual consent of Entercom and ARS.

         9.2 EFFECT OF  TERMINATION.  The  termination of this  Agreement  under
Section  9.1 shall not  relieve  any party of any  liability  for breach of this
Agreement prior to the date of termination.

         9.3 REMEDIES.

                  9.3.1 BREACH BY ENTERCOM OR ECI.  Entercom  and ECI  recognize
that, in the event of a Default by Entercom or ECI,  monetary damages alone will
not be adequate. Therefore, in the event of a Default by Entercom or ECI, unless
ARS or ARS  License is in  Default,  ARS or ARS License  shall be  entitled,  in
addition to indemnification  pursuant to Section 9.4, and instead of their right
to terminate this  Agreement  under Section 9.1 and obtain  indemnification,  to
obtain  specific  performance of the terms of this  Agreement.  In any action to
enforce specifically the performance of this Agreement under this Section 9.3.1,
Entercom and ECI shall waive the defense that there is another  adequate  remedy
at law or equity  and agree  that ARS and ARS  License  shall  have the right to
obtain specific  performance of Entercom's and ECI's obligations under the terms
of this Agreement  without being required to prove actual damages,  post bond or
furnish other security.

                  9.3.2  BREACH  BY ARS OR ARS  LICENSE.  ARS  and  ARS  License
recognize  that,  in the  event of a  Default  by ARS or ARS  License,  monetary
damages alone will not be adequate.  Therefore, in the event of a Default by ARS
or ARS License, unless Entercom or ECI is in Default,  Entercom and ECI shall be
entitled, in addition to indemnification pursuant to Section 9.4, and instead of
their  right  to  terminate  this   Agreement   under  Section  9.1  and  obtain
indemnification,  to obtain specific performance of the terms of this Agreement.
In any action to enforce  specifically  the  performance of this Agreement under
this Section  9.3.2,  ARS and ARS License  shall waive the defense that there is
another  adequate  remedy at law or equity and agree that Entercom and ECI shall
have the  right  to  obtain  specific  performance  of  ARS's  or ARS  License's
obligations  under the terms of this  Agreement  without being required to prove
actual damages, post bond or furnish other security.

         9.4 INDEMNIFICATION.

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


                                       39

<PAGE>
                           (a)   any   breach   of   any   of   the   covenants,
                  representations or warranties made by ARS or ARS License in or
                  pursuant to this Agreement or in any Collateral Document.

                           (b) any  failure by ARS or ARS  License to perform or
                  observe,  or to have  performed  or  observed,  in  full,  any
                  covenant,  agreement  or condition to be performed or observed
                  by  it  pursuant  to  this  Agreement  or  in  any  Collateral
                  Document;

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

                           (d) ARS's or ARS License's  operation or ownership of
                  the ARS Assets prior to the Adjustment Time, including any and
                  all   obligations   and   liabilities    arising   under   the
                  Authorizations related to the Kansas City Stations, the Kansas
                  City  Contracts  and the Kansas  City Leases  which  accrue or
                  relate to a period of time prior to the Adjustment Time; or

                           (e) all  Environmental  Liabilities and Costs related
                  to the  Kansas  City  Stations;  provided,  however,  that  no
                  indemnity   is   required   hereunder   in  respect  of  those
                  environmental  conditions disclosed on Schedule 4.1.20 or in a
                  Phase  I  Environmental   Assessment  or  additional   testing
                  conducted  pursuant to Section 6.1.4 hereof to the extent such
                  conditions are so disclosed; or

                           (f) ARS's or ARS License's  operation or ownership of
                  the KLOU Assets after the Adjustment  Time,  including any and
                  all  liabilities  arising under the KLOU  Authorizations,  the
                  KLOU Contracts  and/or the KLOU Leases,  assumed by ARS or ARS
                  License which accrue after the Adjustment Time or which relate
                  to or arise out of events occurring after the Adjustment Time.

                  9.4.2 BY ENTERCOM AND ECI.  Entercom and ECI shall  indemnify,
defend and hold ARS and ARS License  and their  officers,  directors,  partners,
employees and affiliates  harmless from, against and with respect to any and all
items of Loss  incurred,  suffered,  sustained  or required to be paid by any of
them and resulting from, related to or arising out of:

                           (a)   any   breach   of   any   of   the   covenants,
                  representations  or warranties  made by Entercom and ECI in or
                  pursuant to this Agreement or any Collateral Document;

                           (b) any  failure  by  Entercom  or ECI to  perform or
                  observe,  or to have  performed  or  observed,  in  full,  any
                  covenant,  agreement  or condition to be performed or observed
                  by it pursuant to this Agreement or any Collateral Document;

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

                           (d) Entercom's or ECI's operation or ownership of the
                  KLOU Assets prior to the  Adjustment  Time,  including any and
                  all  obligations  and  liabilities   arising  under  the  KLOU
                  Authorizations,  the KLOU  Contracts and the KLOU Leases which
                  accrue or relate to a period of time  prior to the  Adjustment
                  Time; or

                                       40
<PAGE>
                           (e) all  Environmental  Liabilities and Costs related
                  to KLOU;  provided,  however,  that no  indemnity  is required
                  hereunder  in  respect  of  those   environmental   conditions
                  disclosed  on  Schedule  4.2.20 or in a Phase I  Environmental
                  Assessment or additional testing conducted pursuant to Section
                  6.3.4 hereof to the extent such  conditions  are so disclosed;
                  or
                           (f) Entercom's or ECI's operation or ownership of the
                  ARS Assets after the  Adjustment  Time,  including any and all
                  liabilities arising under the Kansas City Authorizations,  the
                  Kansas City  Contracts  and/or Kansas City Leases,  assumed by
                  Entercom  or ECI which  accrue  after the  Adjustment  Time or
                  which  relate to or arise out of  events  occurring  after the
                  Adjustment Time.

                  9.4.3  NOTICE AND  PROCEDURE  IN  CONNECTION  WITH THIRD PARTY
CLAIMS. If any party has a claim for  indemnification  hereunder (such party, an
"Indemnitee")  arising  out of any  claim  or  liability  which is  asserted  or
threatened  against it, or any action,  suit or  proceeding  is commenced by any
third party  against any  Indemnitee  which might result in any  indemnification
obligations  hereunder  on behalf of any  other  party  (such  other  party,  an
"Indemnitor"),  such Indemnitee shall, within twenty (20) business days from the
receipt of same,  give written notice thereof to each such  Indemnitor  together
with a brief  statement of the basis of the claim and a copy of any complaint or
other documents relating to such claim, provided,  however, that failure to give
such notice  within such twenty (20)  business  day period  shall not affect the
liability of Indemnitor  hereunder unless the failure to give such notice within
such period  materially  and adversely  affects  Indemnitor's  ability to defend
against the claim giving rise to Indemnitee's  claim for  indemnification  or to
cure the default giving rise to such claim. Within twenty (20) days from receipt
of such notice,  the Indemnitor  shall give the Indemnitee  written notice as to
whether the Indemnitor elects to contest any such claim or liability;  provided,
however,  that  during the  interim,  the  Indemnitee  shall be entitled to take
reasonable  action  (which  shall not include  settlement)  with respect to such
claim which it deems necessary to protect against further damage or default with
respect thereto. If an Indemnitor elects to contest any such claim or liability,
it shall be at the cost and expense of the  Indemnitor  and using  professionals
chosen by the  Indemnitor.  The Indemnitee may participate in the defense of any
claim  or  liability  that an  Indemnitor  has  elected  to  contest,  but  such
participation  shall be at its own expense.  If the Indemnitor 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 by the Indemnitee with respect to such
claim.

                  9.4.4   EXCLUSIVITY.   Except  as   provided  in  Section  9.1
concerning  termination  of this Agreement and Section 9.3 concerning the rights
of the parties to specific performance,  the right to indemnification  hereunder
shall be the  exclusive  post-closing  remedy  for all  claims of damages of any
party in connection  with any breach by any other party of its  representations,
warranties or covenants.



                                       41

<PAGE>



                  9.4.5   LIMITATIONS.   Any  claim   asserted  for  damages  or
indemnification  hereunder must be submitted to the Indemnitor in writing within
the time periods set forth in Section 11.3 of this  Agreement and any such claim
not so  asserted  shall be waived and  barred.  No party  shall be  entitled  to
indemnification  hereunder  unless  the  aggregate  amount  of  its  claims  for
indemnification  exceeds $75,000, in which event such party shall be indemnified
for  the  entire  amount  owed.  This  amount  shall  have  no  bearing  on  any
determination as to what constitutes "material" for purposes of this Agreement.

                  9.4.6  POSTPONEMENT  OF  CLOSING.  Except as set forth in this
Article IX, no party shall have the right to terminate this Agreement or fail to
close  under  this   Agreement.   In  the  event  that  any  of  the  covenants,
representations  or warranties  of a party have not been  satisfied or have been
breached and such covenant is capable of being satisfied or breach is capable of
being cured  within a  reasonable  time (not to exceed six (6) months)  then the
other   non-defaulting   parties  affected  thereby  may  by  agreement  of  all
non-defaulting  parties  elect to postpone  Closing until such covenant has been
satisfied  or such  breach  has been  cured for a period  not to exceed  six (6)
months (the  "Postponement  Period").  In the  alternative,  such  parties  may,
subject  to  Sections  8.1  and  8.6  hereof,  consummate  the  Closing  without
postponement and seek  indemnification  under this Article IX. In the event such
covenant  has not been  satisfied  or such  breach  not  cured at the end of the
Postponement  Period the parties  shall be required  to  consummate  the Closing
hereunder and the  non-defaulting  parties shall be entitled to  indemnification
under this Article IX.

                                    ARTICLE X

                                 ASSET EXCHANGE


         10.1  INTENT.  It is the intent of the parties that the exchange of the
KLOU Assets for the ARS Assets and the ARS Cash  Consideration  will  qualify to
the maximum extent possible as like-kind  exchanges  pursuant to Section 1031 of
the Code. It is the intent of the parties that the relinquishment by ARS and ARS
License  of  the  Relinquished  Stations  under  the  JACOR  Agreement  and  the
acquisition  of the KLOU Assets under this Agreement will qualify to the maximum
extent possible as like-kind exchanges pursuant to Section 1031 of the Code.

         10.2 ARS AND ARS  LICENSE  SECTION  1031  ASSET  EXCHANGE.  ARS and ARS
License  desire to effect the transfer and  conveyance of the ARS Assets as part
of an exchange  under Section 1031 of the Code. In order to effect the like-kind
exchange, ARS hereby gives notice to Entercom and ECI of its intention to effect
the like-kind exchange through the use of a "qualified  intermediary" as defined
in Treas. Reg. ss. 1.1031(k)-1(g)(4).  ARS and ARS License may at any time at or
prior to Closing  assign  their  rights  under this  Agreement  to a  "qualified
intermediary"  subject to all of  Entercom's  and ECI's  rights and  obligations
hereunder,  and shall promptly  provide written notice of such assignment to all
parties hereto. Entercom and ECI shall cooperate with all reasonable requests of
ARS and ARS License and the "qualified  intermediary" in arranging and effecting
the deferred like-kind exchange as


                                       42

<PAGE>



one which  qualifies  under  Section  1031 of the  Code.  Without  limiting  the
generality of the  foregoing,  Entercom and ECI shall  promptly  acknowledge  in
writing  the  notification  by ARS  and ARS  License  of the  assignment  to the
"qualified intermediary" of their rights hereunder. To the extent ARS and/or ARS
License assign their rights under either or both of this Agreement and the JACOR
Agreement  (to the extent such rights under the JACOR  Agreement  pertain to the
Kansas City Stations) to a "qualified  intermediary," ARS and/or ARS License, as
the case may be, shall cause the "qualified  intermediary"  (i) to exercise such
rights for the benefit of Entercom and ECI, and (ii) immediately upon closing of
the  acquisition of the Kansas City Stations by Entercom and ECI, to assign such
rights to  Entercom  and ECI to the  extent  permitted  by the JACOR  Agreement;
provided however,  that if such assignment is prohibited by the JACOR Agreement,
ARS and ARS License shall cause such rights to be enforced to the fullest extent
permitted by the terms thereof for the benefit of Entercom and ECI.

         10.3 ENTERCOM AND ECI SECTION 1031 ASSET EXCHANGE. Entercom and ECI may
elect to effect the transfer and  conveyance  of that portion of the KLOU Assets
properly  allocable to the ARS Cash  Consideration  as part of an exchange under
Section 1031 of the Code. If Entercom and ECI so elect, each of Entercom and ECI
(i) may at any time at or prior to Closing assign its rights with respect to the
Cash  Consideration  under this  Agreement  to a  "qualified  intermediary"  (as
defined in Treas. Reg. ss. 1.1031(k)-1(g)(4)),  subject to all of the rights and
obligations  of ARS and ARS License  hereunder and (ii) shall  promptly  provide
written  notice of such  assignment to all parties  hereto.  ARS and ARS License
shall  cooperate  with  all  reasonable  requests  of  Entercom  and ECI and the
"qualified  intermediary"  in arranging  and effecting the exchange as one which
qualifies under Section 1031 of the Code. Without limiting the generality of the
foregoing,  ARS and ARS License shall (i) promptly provide Entercom and ECI with
written  acknowledgment  of such  notice and (ii) at  Closing,  pay the ARS Cash
Consideration  to the "qualified  intermediary"  rather than to Entercom and ECI
(which  payment shall  discharge  the  obligation of ARS and ARS License to make
payment of the ARS Cash Considerations hereunder).

         10.4  ADVISORS.  Notwithstanding  the provisions of this Article X, the
parties to this  Agreement will rely solely on their own advisors in determining
the tax consequences of the transactions contemplated by this Agreement and each
party is not relying, and will not rely, on any representations or assurances of
any other party  regarding  such  consequences  other than the  representations,
warranties, covenants and agreements set forth in writing in this Agreement or


                                       43

<PAGE>



furnished  pursuant to the provisions hereof.  Notwithstanding  anything in this
Agreement  to the  contrary,  the  obligations  of the parties set forth in this
Article X shall survive the Closing.

                                   ARTICLE XI

                               GENERAL PROVISIONS


         11.1 EXPENSES OF THE PARTIES. Except as otherwise specifically provided
herein, all expenses involved in the preparation, authorization and consummation
of this  Agreement  including,  without  limitation,  all fees and  expenses  of
agents, representatives,  counsel and accountants in connection therewith and in
connection with applications to the Commission hereunder,  shall be borne solely
by the party who shall have incurred the same, and the other party shall have no
liability in respect thereof. The foregoing  notwithstanding,  the parties agree
that any filing fees of the Commission  relating to the filing of the Assignment
Applications  shall be divided  equally  between the  assignor  and the assignee
under each respective Assignment Application.

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

         11.3     SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES.
The  provisions  hereof  which by their terms are to be  performed  and observed
after the Closing Date and the several representations,  warranties, indemnities
and  agreements of the parties herein  contained  shall survive the Closing Date
hereunder for a period of two (2) years and shall remain effective and unaltered
or unimpaired for such period by any investigation  that may have been or may be
made at any time prior to Closing by or on behalf of any party  except  that the
representations   concerning  title,  ERISA,  environmental  matters  and  taxes
contained in Sections 4.1.8, 4.1.17,  4.1.20,  4.1.24, 4.2.8, 4.2.17, 4.2.20 and
4.2.24 and the provisions of Sections  9.4.1(e) and 9.4.2(e) shall survive until
ninety (90) days after the expiration of the applicable  statutes of limitation,
and the  provisions  of  Sections  2.2 and  Article X shall  survive the Closing
without limitation.

         11.4  CONFIDENTIALITY.  Each party agrees that, until such time as this
Agreement is made public by filing with the Commission,  it will not disclose to
any  third  party  the fact of or  content  of this  Agreement  or the  possible
exchange of the radio stations involved without the express prior consent of the
other parties. No public  announcement  (including an announcement to employees)
or press release  concerning the transactions  provided for herein shall be made
by any party without the prior written approval of the other parties,  except as
provided or required


                                       44

<PAGE>



by law  which  consent  shall  not  be  unreasonably  withheld,  or  delayed  or
conditioned.  Notwithstanding  anything to the contrary  herein,  each party and
such  party's  Affiliates  shall,  in  accordance  with their  respective  legal
obligations,  including but not limited to filings  permitted or required by the
federal securities laws, the New York Stock Exchange, the NASDAQ National Market
and other  similar  regulatory  bodies,  make (a) such press  releases and other
public  statements  and  announcements  as such  party  or its  Affiliates  deem
necessary  and  appropriate  to  meet  its  legal  disclosure   requirements  in
connection with this Agreement and the transactions contemplated hereby, and (b)
any and all  statements  such party deems in its sole judgment to be appropriate
in any and all regulatory filings,  prospectuses and other similar documents. To
the extent practicable, the party proposing to make such press release or public
statement  will consult in advance with the other  regarding the nature,  extent
and form of such press release or public statement.

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

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

         11.7  TERMS  GENERALLY.  (a)  Words  in the  singular  shall be held to
include  the  plural  and vice  versa and words of one  gender  shall be held to
include  the other  genders as the  context  requires,  (b) the terms  "hereof,"
"herein," and  "herewith" or words of similar  import  shall,  unless  otherwise
stated,  be  construed  to refer to this  Agreement  as a whole  (including  all
Schedules  hereto) and not to any particular  provision of this  Agreement,  and
Article, Section,  Paragraph and Schedule references shall be construed to refer
to the Articles,  Sections,  Paragraphs and Schedules to this  Agreement  unless
otherwise specified, and (c) the word "or" shall not be exclusive.

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



                                       45

<PAGE>



         11.9  COUNTERPARTS.  This  Agreement  may be  executed  in one or  more
counterparts  and all such  counterparts  shall be construed as one and the same
instrument.  Executed  documents  transmitted  by telecopier  shall be valid and
binding.

         11.10 GOVERNING LAW. The construction and performance of this Agreement
shall be governed by the laws of New York  without  reference to its conflict of
law rules.

         11.11 BULK SALES LAWS. Each party hereto waives compliance by the other
parties  hereto with the  provisions  of the "bulk sales" or similar laws of any
state.  Each party agrees to indemnify  the other  parties  hereto and hold them
harmless from any and all loss,  cost,  damages and expenses  (including but not
limited to reasonable attorney's fees) sustained by the indemnified parties as a
result of any failure of the indemnifying  party to comply with any "bulk sales"
or similar laws.

         11.12 ASSIGNMENT.  Except as otherwise provided herein,  this Agreement
and the rights and obligations hereunder may not be assigned by any party hereto
without the prior  written  consent of the other parties  hereto,  which consent
shall not be unreasonably withheld. Any party may assign all or any part of this
Agreement or the rights and obligations hereunder to an Affiliate, provided that
such assignment shall not relieve such party of its obligations hereunder.

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


                           116 Huntington Avenue
                           Boston, Massachusetts 02116
                           Attention:  Steven B. Dodge, President
                           Telecopier Number:  (617) 375-7575


                                       46

<PAGE>

with a copy to:
                           Sullivan & Worcester LLP
                           One Post Office Square
                           Boston, Massachusetts 02109
                           Attention:  Norman A. Bikales, Esq.
                           Telecopier Number:  (617) 338-2380

                           Dow, Lohnes & Albertson, PLLC
                           1220 New Hampshire Avenue, N.W.
                           Suite 800
                           Washington, D.C. 20036-6802
                           Attention:  John Pomeroy, Esq.
                           Telecopier Number:  (202) 776-2222

If to Entercom or ECI:
                           Entertainment Communications, Inc.
                           401 City Avenue, Suite 409
                           Bala Cynwyd, PA 19004
                           Attention:  Joseph M. Field, President
                           Telecopier Number:  (610) 660-5641

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


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

         11.14 NO THIRD PARTY BENEFICIARIES.  Nothing in this Agreement, whether
expressed  or implied,  is intended to: (i) confer any rights or remedies on any
person other than the parties  hereto and any  successors or permitted  assigns;
(ii) relieve or discharge  the  obligation  or liability of any third party;  or
(iii) give any third party any right of subrogation or action against any of the
parties hereto.

                                       47


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

<PAGE>

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

                                     AMERICAN RADIO SYSTEMS CORPORATION


                                     By:
                                        Name:
                                        Title:


                                     AMERICAN RADIO SYSTEMS LICENSE CORP.


                                     By:
                                        Name:
                                        Title:


                                    ENTERTAINMENT COMMUNICATIONS, INC.


                                     By:
                                        Name:
                                        Title:


                                     ECI LICENSE COMPANY L.P.


                                     By:  Entertainment Communications, Inc.,
                                          Its General Partner



                                     By:
                                        Name:
                                        Title:



                                       48
<PAGE>



                                    Schedules


Schedule 4.1.4
                           Kansas City Property
Schedule 4.1.5
                           Kansas City Leases
Schedule 4.1.6
                           Kansas City Contracts
Schedule 4.1.7             Intellectual Property
Schedule 4.1.8             Title to ARS Property (Permitted Encumbrances)
Schedule 4.1.10            ARS Authorizations
Schedule 4.1.11            Permits and Licenses
Schedule 4.1.12            ARS Compliance with Laws
Schedule 4.1.13            ARS Litigation and Claims
Schedule 4.1.14            ARS Labor Relations
Schedule 4.1.15            ARS Employment Contracts
Schedule 4.1.17            ARS Employee Plans
Schedule 4.1.19            Trade and Barter
Schedule 4.1.20            ARS Environmental Matters
Schedule 4.1.21            ARS Financial Information
Schedule 4.1.23            Kansas City Real Property
Schedule 4.2.4             KLOU Property
Schedule 4.2.5             KLOU Leases
Schedule 4.2.6             KLOU Contracts
Schedule 4.2.7             KLOU Intellectual Property
Schedule 4.2.8             KLOU Title to Property (Permitted Encumbrances)
Schedule 4.2.9             Defaults
Schedule 4.2.10            KLOU Authorizations
Schedule 4.2.12            Entercom Compliance with Laws
Schedule 4.2.13            Entercom Litigation and Claims
Schedule 4.2.14            Labor Relations
Schedule 4.2.15            KLOU Employment Contracts
Schedule 4.2.17            KLOU Employee Plans
Schedule 4.2.19            Trade or Barter Contracts
Schedule 4.2.20            KLOU Environmental Disclosure
Schedule 4.2.21            KLOU Financial Information
Schedule 4.2.23            Real Property


                                      

<PAGE>

<TABLE>
<CAPTION>
                                                               


                                TABLE OF CONTENTS
<S>                                                                         <C>


                                                                          Page


RECITALS..................................................................  1

AGREEMENT.................................................................  2


                                    ARTICLE I
DEFINITIONS...............................................................  3


                                   ARTICLE II
ASSET EXCHANGE............................................................ 10
        2.1     TRANSFER OF ASSETS........................................ 10
        2.2     ALLOCATION OF VALUES...................................... 10
        2.3     NON-ASSIGNABLE CONTRACTS.................................. 12


                                   ARTICLE III
LIABILITIES............................................................... 12
        3.1     ASSUMPTION OF LIABILITIES BY ARS AND ARS LICENSE.......... 12
        3.2     ASSUMPTION OF LIABILITIES BY ENTERCOM AND ECI............. 13
        3.3     ASSUMPTION OF EMPLOYEE OBLIGATIONS........................ 14
        3.4     OTHER LIABILITIES......................................... 15
        3.5     LIMITATION................................................ 15


                                   ARTICLE IV
REPRESENTATIONS AND WARRANTIES............................................ 15
        4.1     BY ARS AND ARS LICENSE.................................... 15
                4.1.1        CORPORATE STANDING........................... 15
                4.1.2        AUTHORIZATION OF AGREEMENT; NO BREACH........ 16
                4.1.3        QUALIFICATION................................ 16
                4.1.4        ARS PROPERTY................................. 16
                4.1.5        KANSAS CITY LEASES........................... 17
                4.1.6        KANSAS CITY CONTRACTS........................ 17
                4.1.7        INTELLECTUAL PROPERTY........................ 17
                4.1.8        TITLE TO PROPERTY............................ 17
                4.1.9        NO DEFAULTS.................................. 18
                4.1.10       AUTHORIZATIONS AND APPLICATIONS.............. 18
                4.1.11       PERMITS AND LICENSES......................... 20

                                        i

<PAGE>

                              


                4.1.12       COMPLIANCE WITH LAWS......................... 20
                4.1.13       LITIGATION AND CLAIMS........................ 20
                4.1.14       LABOR RELATIONS.............................. 21
                4.1.15       EMPLOYMENT CONTRACTS......................... 22
                4.1.16       DAMAGE TO ASSETS............................. 22
                4.1.17       EMPLOYEE BENEFIT AND RETIREMENT PLANS........ 22
                4.1.18       EMPLOYEES.................................... 23
                4.1.19       TRADE OR BARTER.............................. 23
                4.1.20       ENVIRONMENTAL COMPLIANCE,POLYCHLORINATED
                             BIPHENYLS, ASBESTOS AND OTHER TOXIC
                             OR HAZARDOUS SUBSTANCES...................... 23
                4.1.21       FINANCIAL AND OTHER INFORMATION.............. 24
                4.1.22       CONDITION OF EQUIPMENT....................... 24
                4.1.23       REAL PROPERTY................................ 25
                4.1.24       NO MATERIAL ADVERSE CONDITION................ 26
                4.1.25       PAYMENT OF TAXES............................. 26
                4.1.26       REQUIRED CONSENTS............................ 27
                4.1.27       MATERIAL STATEMENTS AND OMISSIONS;
                             ABSENCE OF EVENTS............................ 27
        4.2     BY ENTERCOM AND ECI....................................... 27
                4.2.1        CORPORATE STANDING........................... 27
                4.2.2        AUTHORIZATION OF AGREEMENT; NO BREACH........ 28
                4.2.3        QUALIFICATION................................ 28
                4.2.4        KLOU PROPERTY................................ 29
                4.2.5        KLOU LEASES.................................. 29
                4.2.6        KLOU CONTRACTS............................... 29
                4.2.7        INTELLECTUAL PROPERTY........................ 29
                4.2.8        TITLE TO PROPERTY............................ 29
                4.2.9        NO DEFAULTS.................................. 30
                4.2.10       AUTHORIZATIONS AND APPLICATIONS.............. 30
                4.2.11       PERMITS AND LICENSES......................... 31
                4.2.12       COMPLIANCE WITH LAWS......................... 31
                4.2.13       LITIGATION AND CLAIMS........................ 32
                4.2.14       LABOR RELATIONS.............................. 32
                4.2.15       EMPLOYMENT CONTRACTS......................... 33
                4.2.16       DAMAGE TO ASSETS............................. 33
                4.2.17       EMPLOYEE BENEFIT AND RETIREMENT PLANS........ 33
                4.2.18       EMPLOYEES.................................... 34

                                       ii

<PAGE>


                                                                         Page


                4.2.19       TRADE OR BARTER.............................. 34
                4.2.20       ENVIRONMENTAL COMPLIANCE,  POLYCHLORINATED
                             BIPHENYLS, ASBESTOS AND OTHER TOXIC
                             OR HAZARDOUS SUBSTANCES...................... 34
                4.2.21       FINANCIAL AND OTHER INFORMATION.............. 35
                4.2.22       CONDITION OF EQUIPMENT....................... 35
                4.2.23       REAL PROPERTY................................ 36
                4.2.24       NO MATERIAL ADVERSE CONDITION................ 37
                4.2.25       PAYMENT OF TAXES............................. 37
                4.2.26       REQUIRED CONSENTS............................ 37


                                    ARTICLE V
CONDITIONS................................................................ 38
        5.1     COMMISSION CONSENT AND APPROVAL AND HSR ACT

                WAITING PERIOD............................................ 38
        5.2     CONDITIONS OF ARS AND ARS LICENSE......................... 39
        5.3     CONDITIONS OF ENTERCOM AND ECI............................ 40


                                   ARTICLE VI
COVENANTS AND OPERATIONS PRIOR TO CLOSING................................. 41
        6.1     AFFIRMATIVE COVENANTS OF ARS and ARS LICENSE.............. 41
                6.1.1        CONDUCT OF BUSINESS.......................... 41
                6.1.2        ENTERCOM CONSENT AND REVIEW; NOTIFICATION OF
                             CERTAIN MATTERS.............................. 41
                6.1.3        MATERIAL OPERATIONAL CHANGES................. 42
                6.1.4        ENVIRONMENTAL ASSESSMENT..................... 42
                6.1.5        ARS STATION EMPLOYEES........................ 43
                6.1.6        TITLE REPORTS................................ 44
                6.1.7        TAXES........................................ 45
                6.1.8        SCHEDULES.................................... 45
                6.1.9        INTENTION TO EMPLOY.......................... 46
                6.1.10       BEST EFFORTS TO CLOSE JACOR AGREEMENT;
                             ENFORCEMENT OF RIGHTS........................ 46

                                       iii

<PAGE>


                                                                          Page


                6.1.11       JACOR AGREEMENT NOTIFICATIONS................ 46
        6.2     NEGATIVE COVENANTS OF ARS AND ARS LICENSE................. 47
                6.2.1        KANSAS CITY LEASES AND CONTRACTS............. 47
                6.2.2        AUTHORIZATIONS............................... 47
                6.2.3        DISPOSE OF ASSETS............................ 47
                6.2.4        LIENS........................................ 47
                6.2.5        ADVERTISING CONTRACTS........................ 47
                6.2.6        BROADCAST OPERATIONS......................... 48
                6.2.7        DAMAGE TO ARS ASSETS......................... 48
                6.2.8        REQUIREMENTS OF LAW.......................... 48
                6.2.9        JACOR AGREEMENT.............................. 48
                6.2.10       PERFORMANCE OF ARS COVENANTS................. 48
        6.3     AFFIRMATIVE COVENANTS OF ENTERCOM AND ECI................. 49
                6.3.1        CONDUCT OF BUSINESS.......................... 49
                6.3.2        ARS REVIEW; NOTIFICATION OF CERTAIN MATTERS
                 ......................................................... 49
                6.3.3        MATERIAL OPERATIONAL CHANGES................. 49
                6.3.4        ENVIRONMENTAL ASSESSMENT..................... 50
                6.3.5        KLOU EMPLOYEES............................... 51
                6.3.6        TAXES........................................ 51
                6.3.7        FINAL SCHEDULES.............................. 51
                6.3.8        INTENTION TO EMPLOY.......................... 51
        6.4     NEGATIVE COVENANTS OF ENTERCOM AND ECI.................... 52
                6.4.1        KLOU LEASES AND CONTRACTS.................... 52
                6.4.2        AUTHORIZATIONS............................... 52
                6.4.3        DISPOSE OF ASSETS............................ 53
                6.4.4        LIENS........................................ 53
                6.4.5        ADVERTISING CONTRACTS........................ 53
                6.4.6        BROADCAST OPERATIONS......................... 53
                6.4.7        DAMAGE TO KLOU ASSETS........................ 53
                6.4.8        REQUIREMENTS OF LAW.......................... 53
        6.5     NO CONTROL................................................ 53


                                   ARTICLE VII
ACTIONS PRIOR TO CLOSING.................................................. 54
        7.1     APPLICATION TO COMMISSION................................. 54
        7.2     HART-SCOTT-RODINO NOTIFICATION............................ 54
        7.3     INSPECTION................................................ 55
        7.4     CONFIDENTIALITY........................................... 56
        7.5     EMPLOYEE DIVISION......................................... 56


                                       iv

<PAGE>


                                                                          Page


                                  ARTICLE VIII
CLOSING................................................................... 56
        8.1     CLOSING................................................... 56
        8.2     PRORATIONS................................................ 57
                8.2.1        GENERALLY.................................... 57
                8.2.2        CERTIFICATE OF PRORATIONS.................... 57
                8.2.3        ARBITRATION.................................. 58
                8.2.4        PAYMENTS..................................... 58
                8.2.5        JACOR PRORATIONS............................. 58
        8.3     CLOSING DELIVERIES TO ARS AND ARS LICENSE................. 58
                8.3.1        BILL OF SALE................................. 58
                8.3.2        AUTHORIZATION ASSIGNMENT..................... 59
                8.3.3        POSSESSION................................... 59
                8.3.4        BOARD RESOLUTIONS............................ 59
                8.3.5        OFFICER'S CERTIFICATE........................ 59
                8.3.6        ASSUMPTION AGREEMENTS........................ 59
                8.3.7        REQUIRED CONSENTS............................ 60
                8.3.8        UCC SEARCHES................................. 60
                8.3.9        OPINION OF COUNSEL........................... 60
        8.4     CLOSING DELIVERIES TO ENTERCOM AND ECI.................... 60
                8.4.1        BILL OF SALE................................. 60
                8.4.2        AUTHORIZATION ASSIGNMENT..................... 61
                8.4.3        POSSESSION................................... 61
                8.4.4        BOARD RESOLUTIONS............................ 61
                8.4.5        OFFICER'S CERTIFICATES....................... 61
                8.4.6        ASSUMPTION AGREEMENTS........................ 61
                8.4.7        REQUIRED CONSENTS............................ 62
                8.4.8        UCC SEARCHES................................. 62
                8.4.9        CASH CONSIDERATION........................... 62
                8.4.10       OPINION OF COUNSEL........................... 62
                8.4.11       RELIANCE ON JACOR............................ 62
        8.5     COVENANTS OF FURTHER ASSURANCES........................... 62
        8.6     RISK OF LOSS; DAMAGE TO PROPERTY.......................... 63
        8.7     TAXES ON TRANSACTION...................................... 63


                                   ARTICLE IX
TERMINATION, DEFAULT AND INDEMNIFICATION.................................. 64
        9.1     TERMINATION............................................... 64
        9.2     EFFECT OF TERMINATION..................................... 65
        9.3     REMEDIES.................................................. 65
                9.3.1        BREACH BY ENTERCOM OR ECI.................... 65

                                        v

<PAGE>


                                                                          Page

                9.3.2        BREACH BY ARS OR ARS LICENSE................. 65
        9.4     INDEMNIFICATION........................................... 66
                9.4.1        BY ARS AND ARS LICENSE....................... 66
                9.4.2        BY ENTERCOM AND ECI.......................... 68
                9.4.3        NOTICE AND PROCEDURE IN CONNECTION

                             WITH THIRD PARTY CLAIMS...................... 69
                9.4.4        EXCLUSIVITY.................................. 70
                9.4.5        LIMITATIONS.................................. 70
                9.4.6        POSTPONEMENT OF CLOSING...................... 70


                                    ARTICLE X
ASSET EXCHANGE............................................................ 71
        10.1    INTENT.................................................... 71
        10.2    ARS AND ARS LICENSE SECTION 1031 ASSET EXCHANGE........... 71
        10.3    ENTERCOM AND ECI SECTION 1031 ASSET EXCHANGE.............. 72
        10.4    ADVISORS.................................................. 73


                                   ARTICLE XI
GENERAL PROVISIONS........................................................ 74
        11.1    EXPENSES OF THE PARTIES................................... 74
        11.2    BROKERS................................................... 74
        11.3    SURVIVAL OF COVENANTS, REPRESENTATIONS AND
        WARRANTIES........................................................ 74
        11.4    CONFIDENTIALITY........................................... 75
        11.5    AMENDMENT AND WAIVER...................................... 76
        11.6    EFFECT OF THIS AGREEMENT.................................. 76
        11.7    TERMS GENERALLY........................................... 76
        11.8    HEADINGS.................................................. 77
        11.9    COUNTERPARTS.............................................. 77
        11.10   GOVERNING LAW............................................. 77
        11.11   BULK SALES LAWS........................................... 77
        11.12   ASSIGNMENT................................................ 77
        11.13   NOTICES................................................... 78
        11.14   NO THIRD PARTY BENEFICIARIES.............................. 79

</TABLE>

                                       vi