Exhibit 10.5


                            ASSET PURCHASE AGREEMENT

         AGREEMENT (this "Agreement") dated as of May 27, 1997, between American
Radio Systems  Corporation,  a Delaware  corporation (the "Buyer") and Precision
Media Corporation, a Delaware corporation (the "Seller").

         WHEREAS,  the Seller is (i) the owner,  licensee  and  operator of four
radio stations, WMYF-AM, broadcasting at a frequency of 1540 khz in and licensed
to Exeter, New Hampshire,  WERZ-FM,  broadcasting at a frequency of 107.1 mhz in
and licensed to Exeter, New Hampshire,  WZNN-AM,  broadcasting at a frequency of
930 khz in and licensed to Rochester, New Hampshire and WSRI-FM, broadcasting at
a  frequency  of  96.7  mhz  in  and  licensed  to   Rochester,   New  Hampshire
(collectively,  the  "Stations")  and  (ii)  the  owner  of  certain  land  (the
"Premises") and the buildings,  structures and  improvements  (the  "Buildings")
thereon located in Exeter, New Hampshire and described in more detail on Exhibit
A attached hereto; and

         WHEREAS, the Seller wishes to sell and the Buyer wishes to purchase the
Premises,  the Buildings and certain other assets of the Seller  relating to the
Seller's operation of the Stations; and

         WHEREAS,  the purchase  and sale of such assets may not be  consummated
unless and until the Federal Communications  Commission (the "FCC") approves the
transfer to the Buyer of the Seller's FCC licenses to operate the Stations.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1.  DEFINITIONS.  The  following  terms shall have the meanings
respectively assigned to them below in this Section 1 or in the other provisions
of this Agreement referred to below:

         Acquired Assets.  As defined in Section 2.

         Appurtenant  Rights.  Shall  mean  the  rights,   easements  and  other
interests appurtenant to the Premises which are described on Exhibit A.

         Assumption Agreement. An Assumption Agreement, to be executed and dated
as of the Closing Date, substantially in the form of Exhibit B.

         Buildings.  See preamble hereto.




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         Closing.  As defined in Section 5.1.

         Closing Date. The date to be designated by notice from the Buyer to the
Seller,  or such other date as the parties may mutually agree for the closing of
this  transaction;  provided,  however,  that the Closing Date shall not be more
than  fifteen  (15)  days  after  the date on which  there is an  effective  FCC
Consent; provided,  further, in no event shall the Closing Date occur later than
seven (7) months following the date of this Agreement.

         Contracts.  As defined in Section 2.3.

         Deed. A good and sufficient special warranty deed transferring good and
clear  record  and  marketable  title to the  Premises,  the  Buildings  and the
Appurtenant Rights, subject only to Permitted Encumbrances.

         Encumbrances.  As defined in Section 7.4.

         Escrow Agent.  Citizens Bank of Rhode  Island,  a Rhode Island  banking
corporation.

         Escrow  Deposit.  The sum of $600,000 held by the Escrow Agent pursuant
to the Escrow Agreement.

         Escrow  Agreement.  The  Escrow  Agreement  of even  date by and  among
Seller,  Buyer and Escrow Agent,  in  substantially  the form attached hereto as
Exhibit C.

         Excluded Assets.  As defined in Section 2.4.

         Farmington Lease. The Ground Lease dated November 10, 1991 between Lois
Glidden and the Seller (as  successor-in-interest  to Bear Broadcasting Company)
regarding the Farmington Property, in the form attached hereto as Exhibit E-1.

         Farmington Property.  The land located on Elm Street,  Farmington,  New
Hampshire and described in more detail in the Farmington Lease.

         FCC.  As defined in the preamble.

duly granted by the FCC  approving the transfer of the Licenses to the Buyer and
approving  thereby the control and operation of the Stations by the Buyer on and
after the Closing Date under conditions that are not less favorable final,  that
is, one with respect to which no appeal or petition or motion for  rehearing and
no reconsideration or review is pending,  and as to which the time for filing or
initiating such an appeal or petition or motion or reconsideration or review has
expired, or, if filed or initiated,  has been denied, 




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dismissed  or  withdrawn  and the time for any further  administrative  or legal
proceedings has expired.

         FTC.  Federal Trade Commission.

         HSR Act. The Hart-Scott-Rodino  Antitrust  Improvements Act of 1976, as
amended.

         Leases.  Collectively,  the Farmington  Leases, the Rochester Lease and
the Stratham Lease.

         Licenses.  As defined in Section 7.5.

         Materially Adverse Effect. Any materially adverse effect on the ability
of the Seller to operate the Stations in accordance  with  applicable  law or to
pay its debts as they become due and payable.

         Non-Competition  Agreement.  The Non-Competition  Agreement between the
Buyer and the Seller,  to be dated as of the Closing Date,  substantially in the
form of Exhibit D.

         Occupancy  Permit.  The certificate of use and occupancy  issued by the
Town of Exeter, New Hampshire.

         Permitted Encumbrances.  As defined in Section 5.2.

         Purchase Price.  As defined in Section 3.1.

         Premises.  See preamble hereto.

         Rochester  Lease.  The Lease and Option Agreement dated October 9, 1987
between  Marcia L.  Nescot  and the  Seller  (as  successor-in-interest  to Bear
Broadcasting Company,  successor-in-interest to Salmanson Communications,  Inc.)
regarding the Rochester Property, in the form attached hereto as Exhibit E-2.

         Rochester Property.  The land, buildings and transmitting tower thereon
located at Rochester Hill Road,  Rochester,  New Hampshire and described in more
detail in the Rochester Lease.

         Real Estate. Collectively, the Premises, the Buildings, the Appurtenant
Rights,  the  Farmington  Property,  the  Rochester  Property  and the  Stratham
Property.

         Service Agreements.  All service agreements with third parties, whether
written or oral, relating to the operation,  maintenance,  security,  finance or




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insurance  of the Premises and Building  Service  Equipment,  including  but not
limited to those described on Exhibit F.

         Stations.  As defined in the preamble.

         Station Records.  As defined in Section 11.3.

         Stratham  Lease.  The  Lease  dated  July 9,  1982  between  Long  Hill
Associates Partnership (as  successor-in-interest  to Gowen Farms, Inc.) and the
Seller (as  successor-in-interest to Porter Communications,  Inc.) regarding the
Stratham Property, in the form attached hereto as Exhibit E-3.

         Stratham  Property.  The land and transmitting tower thereon located on
Long Hill Road,  Stratham,  New  Hampshire  and  described in more detail in the
Stratham Lease.

         Time Brokerage  Agreement.  The Time  Brokerage  Agreement of even date
herewith, in substantially the form of Exhibit G hereof.

         Title Policy.  An ATLA standard form title  insurance  policy issued by
the Title  Insurance  Company in an amount equal to the Purchase  Price insuring
that Buyer or its nominee holds good,  record and marketable fee simple title to
the  Premises,  the  Buildings  and  the  Appurtenant  Rights,  subject  only to
Permitted  Encumbrances,  which policy shall not include any  exceptions for (i)
mechanics liens or (ii) persons in possession or occupancy.


         SECTION 2. PURCHASE AND SALE; NON-COMPETITION AGREEMENT. Subject to the
terms and  conditions  set forth in this  Agreement,  at the  Closing the Seller
shall sell and transfer to the Buyer,  and the Buyer shall  purchase and acquire
from the Seller,  all of the assets described in Sections 2.1, 2.2 and 2.3 below
(collectively,  the "Acquired  Assets") and all of the Seller's interests in and
rights under the  contracts and  agreements  described in Section 2.4 below (the
"Contracts"):


         2.1.  Tangible Assets. The transmission tower housings on certain of
the Real Estate, the guy wires relating thereto and stanchions or other supports
for the guy wires, and all transmission,  studio and other equipment, furniture,
fixtures,  motor  vehicles,  promotional  blimps and balloons and other tangible
personal properties located in Farmington,  Stratham,  Rochester and Exeter, New
Hampshire and environs that are used, necessary or useful in connection with the
operation of the  Stations  and that the Seller  either owns or has the power to
transfer  including,  without  limitation,  those  listed on Schedule 2.1 (which
schedule  shall  indicate  which assets are owned and which assets are leased or
otherwise held),  together with any  replacements or  modifications  thereof and
additions  thereto  made  between the date  hereof and 



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                                      -5-


the Closing Date in the ordinary  course of business and in accordance  with the
provisions of this Agreement.

         2.2.  All rights,  permits,  trade names,  service  marks,  slogans,
customer lists,  logos,  jingles,  goodwill and other intangible  property used,
necessary or useful in  connection  with the  operation of the Stations and that
the  Seller  either  owns or has  the  power  to  transfer,  including,  without
limitation,  the Licenses and any renewals or modifications  thereof between the
date  hereof  and  the  Closing  Date,  the  call  signs  "WMYF-AM,"  "WERZ-FM,"
"WZNN-AM," and  "WSRI-FM",  all logos and artwork  associated  therewith and the
Licenses,  including, without limitation, those listed on Schedule 2.2, together
with any replacements thereof and additions thereto made between the date hereof
and the Closing Date in the ordinary  course of business and in accordance  with
the provisions of this Agreement.

         2.3.  Real Property and Related Assets. The Buildings,  the Premises
and the Appurtenant Rights.

         2.4.  Contracts,  etc. All of the Seller's right, title and interest
in and to those particular agreements,  whether written or oral, and any and all
extensions  thereof that are used,  necessary or useful in  connection  with the
operation are entered into subsequent to the date of this Agreement and prior to
the  Closing  Date  in  the  ordinary  course  of  the  Seller's   business  and
consistently with the Seller's customary  operation of the Stations,  subject to
the are entered into  subsequent to the date of this  Agreement and prior to the
Closing  Date outside of the  ordinary  course of the  Seller's  business if the
Buyer on the  Closing  Date  elects to assume  such  agreements  pursuant to the
Assumption Agreement,  including, without limitation, the Service Agreements and
the Leases.

         2.5. Excluded Assets. The Acquired Assets being sold to the Buyer do
not include (a) the Stations' cash on hand and in banks,  (b) the Stations' cash
equivalents,  (c) the Stations' accounts  receivable,  and (d) the rights of the
Seller  under  this  Agreement  and  the  Escrow  Agreement  (collectively,  the
"Excluded Assets").

         2.6. Non-Competition Agreement. The Buyer and the Seller shall enter
into the Non-Competition Agreement.

         2.7.  Employee  Matters.  Buyer  shall have the  right,  but not the
obligation,  to  hire  substantially  all  of  the  employees  of  the  Stations
immediately following the Closing.  Except as expressly provided for in the Time
Brokerage Agreement,  Seller shall be responsible for all salary and benefits of
the  employees of the Stations  for the period  prior to the Closing  Date.  All



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                                      -6-



employees of the Stations  shall cease active  participation  in all of Seller's
employee benefit plans on the Closing Date, in accordance with the terms of such
plans.

         SECTION 3.  PAYMENTS.

         3.1.  Purchase price for Acquired Assets and Contracts.  On the date
hereof the Buyer has delivered the Escrow  Deposit to the Escrow Agent  pursuant
to the Escrow Agreement.  At the Closing,  the Buyer shall pay to the Seller, as
the  aggregate  purchase  price for the Acquired  Assets and Contracts an amount
equal to $6,000,000 (the "Purchase  Price"),  plus or minus, as the case may be,
the amount of any proration adjustment required by Section 6. The Purchase Price
will be paid by delivery  by the Buyer to the Seller of a bank wire  transfer or
other  immediately  available  funds to a bank or banks  designated by Seller in
writing.  In addition to the payment of the Purchase Price,  the Buyer shall pay
to the  Seller  $32,500  each  month  under  the  terms  of the  Time  Brokerage
Agreement.

         3.2.  Allocation  of Purchase  Price.  The  Purchase  Price shall be
allocated,  for tax purposes,  in accordance with the results of an appraisal of
the Acquired Assets that is prepared by Broadcast Investments Analysts, Inc.

         SECTION 4. ASSUMPTION OF CERTAIN OBLIGATIONS. At the Closing, the Buyer
shall assume and agree to pay,  perform  fulfill and discharge,  pursuant to the
Assumption  Agreement,  those obligations of the Seller under the Contracts that
accrue after the Closing and that relate to events that transpire  subsequent to
the Closing.  Anything in this  Agreement to the contrary  notwithstanding,  the
Buyer shall not assume,  shall not be deemed to have  assumed,  and shall not be
responsible  for any  liability  or  obligation  of the Seller  other than those
obligations  assumed pursuant to the Assumption  Agreement.  Schedule 4 attached
hereto  sets  forth  all  barter  and  other  trade  obligations  of the  Seller
outstanding on the date hereof.

         SECTION 5.  CLOSING.

         5.1. Time and Place. The closing (the "Closing") of the purchase and
sale transactions contemplated by this Agreement shall take place on the Closing
Date at the offices of  Bingham,  Dana & Gould at 150  Federal  Street,  Boston,
Massachusetts at the time designated in the Buyer's notice to the Seller,  or at
such other time and place as the parties mutually agree.

         5.2.  Transactions at Closing. At the Closing:  (a) the Seller shall
duly  execute  and  deliver  to the  Buyer  the  Deed  and  such  bills of sale,
certificates  of title and other  instruments  of  assignment  or transfer  with
respect to the Acquired  Assets and the  Contracts  as the Buyer may  reasonably
request and as may be reasonably  necessary to vest in the Buyer title to all of
the




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                                      -7-


Acquired  Assets and rights to enjoy and  enforce  the  Contracts,  in each case
subject to no Encumbrance except for the Encumbrances  specified in Schedule 5.2
(the "Permitted Encumbrances");  (b) with respect to any agreements entered into
subsequent to the date of this  Agreement and which were not entered into (i) in
the  ordinary  course of the  Seller's  business  consistent  with the  Seller's
customary  operation of the Stations or (ii) with the Buyer's  written  consent,
the Buyer shall notify the Seller which of such  agreements  the Buyer elects to
assume as  Contracts;  (c) the Buyer  shall  deliver  to the Seller by bank wire
transfer or other immediately available funds the Purchase Price; (d) the Seller
and Buyer shall execute and deliver the Non-Competition  Agreement;  and (f) the
Seller shall deliver the Station Records to the Buyer at the Stations.

         SECTION  6.  ADJUSTMENTS.  Except  as  expressly  set forth in the Time
Brokerage Agreement,  the operation of the Stations, the Acquired Assets and the
Contracts and the income and the expense attributable  thereto,  including,  but
not limited to, utilities,  rent, deposits,  prepaid and accrued items, payroll,
vacation and severance pay earned but not paid,  and property or other taxes and
assessments  applicable  to the Acquired  Assets and  Contracts up to 12:01 a.m.
current  local time on the  Closing  Date shall be for the account of the Seller
and thereafter for the account of the Buyer,  and such income and expenses shall
be prorated  between the account of the Seller and Buyer and net settlement made
on the Closing  Date as far as  feasible,  by means of an addition to or, as the
case may be,  subtraction  from the  Purchase  Price.  If the amount of any such
items cannot be readily  ascertained on the Closing Date,  proration of all such
items shall be made on one occasion as soon after the Closing Date as the amount
thereof is ascertainable, and in any event within ninety (90) days following the
Closing Date.  All prorations  and  adjustments  made pursuant to this Section 6
shall be made in  accordance  with  generally  accepted  accounting  principles.
Nothing  in this  Section  6 shall  be  deemed  to apply  to  accountants  fees,
appraisal costs and legal expenses incurred by either party hereto in connection
with the transactions contemplated hereby.

         SECTION 7.  REPRESENTATIONS  AND  WARRANTIES OF THE SELLER.  The Seller
represents and warrants to the Buyer as follows:

         7.1.  Organization  Authority;  Binding  Effect.  The  Seller  is  a
corporation  duly organized and validly  existing under the laws of the State of
Delaware  and is duly  qualified  and  authorized  to do  business  as a foreign
corporation in the State of New  Hampshire.  The Seller has the power to own and
hold the  Acquired  Assets,  to carry on the  business  of the  Stations  as now
carried  on  by  it  and  to  enter  into  and  perform  this   Agreement,   the
Non-Competition  Agreement and the Assumption Agreement. This Agreement has been
duly executed and delivered by the Seller and constitutes, and when 



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                                      -8-


executed and delivered, each of the Non-Competition Agreement and the Assumption
Agreement  will have been duly executed and delivered and will  constitute,  the
legal,  valid and binding  obligation of the Seller,  enforceable  against it in
accordance with their respective terms.

         7.2.  Financial  Statements,  etc.  The Seller has  furnished to the
Buyer complete and correct  copies of its audited  balance sheets and profit and
loss  statements  for the Stations as at December 31, 1996,  for the period then
ended and its unaudited  balance  sheets and profit and loss  statements for the
Stations at March 31, 1997,  for the calendar  year then ended.  Such  financial
statements have been prepared in accordance with generally  accepted  accounting
principles on a consistent  basis  throughout  the periods  indicated and fairly
present the financial condition of the Stations as at the date specified therein
and the results of their operations for the period then ended,  subject to audit
and normal year-end adjustments.

         7.3.  Title to Acquired Assets,  etc. The Acquired Assets constitute
all of the Seller's assets (other than the Excluded  Assets) used,  necessary or
useful in connection  with the  operation of the Stations.  Except for Permitted
Encumbrances, the Seller has good and valid title to all of the Acquired Assets,
free and clear of all leases, mortgages,  restrictions, liens, options, pledges,
charges,   security  interests,   encumbrances  or  title  retention  agreements
(collectively,  "Encumbrances").  Each of the Contracts is valid and  subsisting
and no event or condition exists that  constitutes,  or after notice or lapse of
time or both would  constitute,  a material  default  thereunder  or other event
which  would  allow  cancellation  or early  termination  by the other  party or
parties  thereto.  All of the Acquired Assets are  transferable by the Seller by
the  Seller's  sole act and  deed  and at the  Closing  Date no  certain  of the
Contracts  described  in Schedule  2.3 may be assigned  only with the consent of
third parties,  each of such required  consents being specified in Schedule 2.3.
All of the Acquired Assets are in good operating condition and repair,  ordinary
wear and tear  excepted,  are  suitable for the purposes for which they are used
and comply with all requirements of the FCC.

         7.4. FCC Licenses. The Seller is the holder of unrestricted licenses
and  other  authorizations  issued  by the FCC,  copies  of which  licenses  and
authorizations   are  attached  hereto  as  Schedule  7.4   (collectively,   the
"Licenses"),  that  authorize  the Seller to operate the Stations in  accordance
with those specifications also set forth in the Licenses. The Licenses have been
duly and validly issued, are in full force and effect, and are transferable with
the consent of the FCC.  The  Licenses  are valid  through  the dates  indicated
thereon. There are no orders, complaints,  proceedings or investigations pending
or, to the Seller's knowledge,  threatened that would affect the validity of the
Licenses,  




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other than FCC rulemaking  procedures of general  application.  The Stations and
the Real Estate are in compliance in all material respects with the terms of the
Licenses and all material statutes,  rules,  regulations and policies of the FCC
or any federal,  state or local agencies having  jurisdiction over the Stations,
including all applicable radio signal transmission,  electromagnetic  radiation,
zoning, building and environmental laws, rules and regulations. All transmitters
used or useful in the  operation  of the  Stations  now operate in a manner such
that any FCC action for which environmental factors must be considered would not
constitute a major action as defined in 47 C.F.R.  1.1305 as in effect on the
date hereof.

         7.5.   Intellectual  Property.  Except  as  otherwise  disclosed  on
Schedule 2.2, the Seller owns or licenses all trade names, service marks, logos,
slogans,  jingles and other intellectual  property used for the operation of the
Stations, all of which are being assigned to the Buyer hereunder. To the best of
the  Seller's   knowledge  after  due  diligence  and  inquiry,   none  of  such
intellectual  property infringes any intellectual  property or related rights of
third  parties nor is any third party  infringing  on the  Seller's  rights with
respect to such intellectual property.

         7.6.  Employees of the Seller.  Attached hereto as Schedule 7.6 is a
complete  and accurate  list of all of the officers and  employees of the Seller
employed  primarily in  connection  with the  operation of the  Stations,  their
respective monthly rates of compensation as of the date hereof and their accrued
vacation entitlement, if any.

         7.7.  Approval by Governmental Agencies.  Except for the FCC Consent
and the  filings  required  pursuant  to the HSR Act (if any) and the  rules and
regulations  issued  thereunder,  no approval of or filing with any governmental
administrative  agency or authority is required for the execution or delivery of
this  Agreement  by  the  Seller  or  the   consummation  of  the   transactions
contemplated herein.

         7.8. No Unlisted Agreement.  The Seller is not a party to or subject
to or covered by any other material  agreement or plan or policy relating to the
operation of the Stations or the  employment  of the  Stations'  employees.  Any
unfunded liabilities of the Seller with respect to any such agreements, plans or
policies comprising pension or other employee benefits are set forth in Schedule
7.8.  Each of  Schedule  2.3 and  Schedule  4  accurately  sets forth all of the
material terms of the Seller's barter and other trade agreements assigned to the
Seller  pursuant to this  Agreement  and in existence on the date hereof,  which
terms, including,  without limitation,  the rates at which station radio time of
any of the  Stations  is  traded,  are  consistent  with the  Seller's  historic
practice with respect to such barter or other trade agreements.




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         7.9.  Labor Laws. The Seller has complied with all applicable  laws,
rules,  collective  bargaining  agreements,  and  regulations  pertaining to the
employment  of labor or the provision of personnel  benefits in connection  with
the Stations. The Seller has paid all taxes and withheld all amounts required by
law or agreement to be withheld from compensation of the Stations' employees and
is not liable for  arrears of wages or for tax or penalty  for failure to comply
with the foregoing.  There are no  controversies  pending or, to the best of the
Seller's  knowledge,  threatened  between  the Seller and the  employees  of the
Stations which would have a Materially Adverse Effect.

         7.10.  Records and Reports. Except to the extent that the failure to
comply with such rules of the FCC has, and will have, no material  impact on the
ownership, operation or transfer of the Stations; (a) all statements relating to
the  Stations  currently  required to be filed by the Seller with the FCC or any
governmental  instrumentality have been filed and complied with and are complete
and correct as filed;  (b) all such statements shall be continued to be filed on
a current  basis until the  Closing  Date,  and will be complete  and correct as
filed; (c) all items required by the FCC to be placed in the local public record
files of the Stations  have been placed in such files and are in  possession  of
the  Seller,  and all such  documents  are  complete  and  correct;  and (d) all
required  logs and business  records  relating to the  operation of the Stations
have  been  maintained  in  accordance  with  the  rules  of the  FCC and are in
possession of the Seller. The Seller's local public files will be transferred to
the Buyer at the Closing and will be complete and up-to-date.

         7.11. Insurance. The Seller currently maintains, with respect to all
of the insurable  assets of the  Stations,  the  insurance  policies  listed and
described on Schedule 7.11.

         7.12.  Brokers.  Seller has  neither  employed  nor is liable to any
broker,  finder or any other third  party in  connection  with the  transactions
contemplated by this Agreement.

         7.13.  Disclosure.  No  representation  or warranty by the Seller in
this  Agreement  or in any other  document  delivered  or to be delivered to the
Buyer in connection  herewith contains or will contain any untrue statement of a
material  fact or omits or will omit to state a  material  fact  required  to be
stated  therein  or  necessary  to make the  statements  contained  therein  not
misleading  or  necessary  in order to provide a  prospective  purchaser  of the
business of the Seller with proper and complete information as to the Seller and
the identity and character of the Acquired Assets and the Contracts. There is no
material  fact  known  to the  Seller  relating  to  the  Acquired  Assets,  the
Contracts,  the  operation  of the  Stations  with the  Acquired  Assets and the
Contracts or liabilities arising therefrom that may materially  adversely affect
the same and that has not been disclosed to the Buyer in writing.




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                                      -11-


         7.14.  Environmental  Matters.  In  the  course  of  any  activities
conducted by the Seller in connection with the Real Estate,  Seller has complied
in all material respects with all federal,  state and local  environmental laws,
rules and regulations  applicable to the Stations and its operations,  including
but not limited to the FCC's guidelines  regarding RF radiation,  and Seller has
actual knowledge of no facts which would constitute a material violation of such
laws, rules and regulations with respect to the Real Estate or the Stations.

         7.15. Litigation. Except as set forth in Schedule 7.15 hereto, there
are no actions, suits,  proceedings or investigations of any kind pending or, to
the best  knowledge  of the Seller,  threatened  against  the Seller  before any
court, tribunal or administrative agency or board that, if adversely determined,
would, either in any case or in the aggregate, have a Materially Adverse Effect.

         7.16. Authorization. The execution, delivery and performance of this
Agreement,  the Non-Competition  Agreement and the Assumption  Agreement and the
performance by the Seller of all of its agreements and obligations under each of
such  documents (a) are within the corporate  authority of the Seller,  (b) have
been duly authorized by all necessary corporate proceedings, (c) do not conflict
with or result in any breach or contravention of any provision of law,  statute,
rule or regulation to which the Seller is subject or any judgment, statute, rule
or  regulation  to which the  Seller is subject or any  judgment,  order,  writ,
injunction,  license or permit applicable to such Person and (d) do not conflict
with any provision of the corporate charter or bylaws of, any agreement or other
instrument binding upon the Seller.

         SECTION 8.  REPRESENTATION,  WARRANTIES AND COVENANTS BY THE BUYER. The
Buyer represents and warrants to the Seller as follows:

         8.1. Organization;  Authority;  Approvals; Binding Effect. The Buyer
is a corporation duly organized and validly existing under the laws of the State
of Delaware.  The Buyer has the power to enter into and perform this  Agreement,
the Non-Competition  Agreement and the Assumption Agreement.  This Agreement has
been duly executed and delivered by the Buyer and constitutes, and when executed
and delivered hereunder by the Buyer, each of the Non-Competition  Agreement and
the  Assumption  Agreement,  will have been duly  executed by the Buyer and will
constitute,  the legal, valid and binding  obligation of the Buyer,  enforceable
against the Buyer in accordance with its terms.

         8.2. Authorization.  The execution, delivery and performance of this
Agreement,  the Non-Competition  Agreement and the Assumption  Agreement and the
performance by the Buyer of all of its agreements and obligations  under each of
such  documents  (a) are within the corporate  authority of the Buyer,  (b) have
been duly authorized by all necessary corporate proceedings, (c) do not conflict
with or result in any breach or contravention of 




<PAGE>
                                      -12-


any provision of law, statute,  rule or regulation to which the Buyer is subject
or any judgement,  order, writ, injunction,  license or permit applicable to the
Buyer and (d) do not conflict with any provision of the  corporation  charter or
bylaws of, any agreement or other instrument binding upon the Buyer.

         8.3.  Governmental  Consent.  Except for the FCC Consent and filings
required  by the  HSR  Act,  if  any,  and  the  rules  and  regulations  issued
thereunder, no approval of or filing with any governmental administrative agency
or authority is required for the execution or delivery of this  Agreement by the
Buyer or the consummation of the transactions contemplated herein.

         8.4.  Brokers.  Buyer  has  neither  employed  nor is  liable to any
broker,  finder or any other third  party in  connection  with the  transactions
contemplated by this Agreement.


         8.5.  Disclosure. No representation or warranty by the Buyer in this
Agreement or in any other document delivered or to be delivered to the Seller in
connection  herewith  contains or will contain any untrue  statement of material
fact or omits or will  omit to  state a  material  fact  required  to be  stated
therein.

         SECTION 9. AGREEMENTS BY THE SELLER PENDING CLOSING DATE.


         9.1. Affirmative Covenants.  Between the date hereof and the Closing
Date, the Seller shall:

                  (a)  subject  to the  terms of the Time  Brokerage  Agreement,
         maintain the Stations  Records in accordance with the Seller's  current
         practice,  and, from time to time,  upon  reasonable  notice and during
         regular  business  hours,  give to  representatives  of the Buyer  full
         access to the Stations Records and cooperate in discussing the business
         and affairs of the Seller with the representatives of the Buyer;

                  (b) subject to the terms of the Time Brokerage Agreement, keep
         in good repair and maintain  all of the property  related to or used in
         the Stations in good  operating  condition and in  accordance  with FCC
         regulations and the Seller's current practice;

                  (c) maintain at all times with respect to all of the Stations'
         insurable  assets  the  insurance   policies  currently  in  effect  or
         substantially   similar  policies  with  other  financially  sound  and
         reputable insurers;

                  (d)  subject  to the  terms of the Time  Brokerage  Agreement,
         conduct  continuously  the  broadcast  programs and the business of the
         Stations  with  due   diligence  in  accordance   with  the  terms  and
         requirements  of  the  Licenses  and  use  the  Seller's   commercially
         reasonable




<PAGE>
                                      -13-


         efforts to preserve and maintain the  Stations'  business  organization
         and the goodwill and support of the Stations'  listeners,  advertisers,
         employees  and  other  persons  having  business   relations  with  the
         Stations;

                  (e) employ the  Seller's  commercially  reasonable  efforts to
         secure,  before the Closing  Date,  the consent,  in form and substance
         satisfactory  to the Buyer,  to the  consummation  of the  transactions
         contemplated  by  this  Agreement  by  each  party  to  any  agreement,
         including,  without limitation, any Contract listed in Schedule 2.3 and
         any  Contract  entered  into after the date  hereof,  under  which such
         transactions  would  constitute a material  default,  would  accelerate
         obligations  of the  Seller  or  would  permit  cancellation  or  early
         termination of any such agreement;

                  (f)  between  the date hereof and for a period of one (1) year
         from the  Closing  Date,  Seller  shall not,  directly  or  indirectly,
         through any agent or otherwise,  hire or solicit the  employment of any
         of the  employees  listed on Schedule  7.7 who are hired by Buyer at or
         after the Closing or who are subject to non-competition agreements with
         Buyer  (but  only  to  the  extent  limited  by  such   non-competition
         agreements), except as agreed to in writing by Buyer and Seller; and

                  (g) comply in all material respects with the terms of the Time
         Brokerage Agreement.

         9.2.  Negative  Covenants.  Between  the date hereof and the Closing
Date,  the Seller shall  operate the Stations only in the ordinary  course,  and
shall  not,  without  the  consent of the Buyer,  do any of the  following:  (a)
create,  incur  or  permit  the  creation  of any  Encumbrance  on the  Seller's
business,  property or assets now owned or hereafter acquired in connection with
the Stations;  (b) except for contracts for the sale of advertising for cash for
which no prepayment  has been received and with not more than twelve (12) months
remaining  in their  term,  and except for such other  contracts  or leases that
involve  commitments  by the Seller not in excess of $50,000 in any one case nor
more than  $100,000 in the  aggregate,  make or become a party to any  contract,
lease or commitment,  or renew, extend,  amend or modify any contract,  lease or
commitment  without the prior  written  consent of the Buyer;  (c) agree to pay,
conditionally  or  otherwise,  any bonus  (other  than  bonuses  in  amounts  or
calculated  according to methods  disclosed to the Buyer and payable as a reward
for continued  satisfactory  performance during the period from the date of this
Agreement to the Closing  Date,  which  bonuses shall be payable by the Seller),
extra compensation,  pension or severance pay to any agent,  officer or employee
or increase the rate of  compensation of any of the officers or employees of the
Seller  above the rates  shown on  Schedule  7.6  except for  certain  regularly
scheduled  annual  raises  noted on Schedule  7.6 which  would  normally be made
between the date of this Agreement and the Closing Date and which are in




<PAGE>
                                      -14-


amounts  consistent  with the Seller's prior  practices;  (d) permit,  either in
violation of the FCC's rules and  regulations  or contrary to the Seller's  past
practices  relating to record retention,  the removal from the Stations,  or the
destruction,  or the  Stations'  Records;  or (e) except to the extent  that FCC
rules and regulations require that such matters be left to the discretion of the
Seller,  change  materially the manner in which the Seller operates the Stations
or the Seller's  practices  with  respect to the  Stations,  including,  without
limitation, the type, quality and amount of promotional support which the Seller
has historically provided to the Stations.

         9.3.  Control of Stations.  Except as expressly  provided for in the
Time Brokerage  Agreement,  the Buyer shall not directly or indirectly  control,
supervise or direct,  or attempt to control,  supervise or direct the operations
of the Stations; such operations,  including complete control and supervision of
all  programs and  employees,  shall be the sole  responsibility  of the Seller.
Without limiting the foregoing,  the Buyer shall not induce any of the employees
of the Seller to leave their  employment  with the Seller or employ or otherwise
contract for the services of any person who is now employed by the Seller at the
time of the  commencement of employment  discussions  between the Buyer and such
person.

         SECTION 10. BEST  EFFORTS TO SECURE  REGULATORY  AUTHORIZATION  AND FCC
CONSENT.

                  (a) If  necessary,  the Seller and the Buyer shall  proceed to
         file,  not later than fifteen (15)  business  days  following  the date
         hereof,  with the FTC and the  Antitrust  Division of the United States
         Department  of Justice  notification  and report forms and  documentary
         material  which comply with the provisions of the HSR Act and the rules
         and  regulations  issued   thereunder,   and  will  promptly  file  any
         additional  information  requested as soon as practicable after receipt
         of the request. Neither of the Buyer or the Seller will take any action
         which will have the  effect of  delaying,  impairing  or  impeding  the
         receipt of any required  approvals and both such parties will use their
         best efforts to secure such approvals as promptly as possible.

                  (b) The Seller and Buyer shall proceed to file, not later than
         ten (10) business days following the date hereof,  proper  applications
         with the FCC  requesting  the FCC Consent,  and shall file with the FCC
         thereafter any other  instruments  necessary to obtain the FCC Consent,
         including additional information or amendments to the application,  and
         shall  cooperate  fully with one another and shall  otherwise use their
         best efforts to procure the FCC Consent at the earliest  possible date.
         Without  limiting the foregoing,  neither the Buyer nor the Seller will
         take any action  which will have the effect of  delaying,  impairing or
         impeding  the 




<PAGE>
                                      -15-


         receipt of the FCC Consent.  All costs of obtaining such consents shall
         be borne equally by the Seller and the Buyer.

         SECTION 11. CONDITIONS PRECEDENT TO THE BUYER'S  OBLIGATIONS.  Each and
every obligation of the Buyer to be performed at the Closing shall be subject to
the satisfaction of the following conditions (to the extent noncompliance is not
waived in writing by the Buyer):

         11.1.  Representations,  Warranties and Covenants of the Seller. The
representations  and  warranties  of the  Seller set forth in Section 7 shall be
true and correct in all  material  respects as of the Closing Date with the same
force and effect as though made again at and as of the Closing Date,  except for
changes  contemplated  and permitted or required by this  Agreement.  The Seller
shall have  performed and complied in all material  respects with all agreements
and  conditions  required by this  Agreement to be performed or complied with by
the Seller  prior to or at the  Closing.  The Seller  shall  have  executed  and
delivered,  in substantially the forms attached hereto, the Deed, the Assumption
Agreement,  Bill of Sale,  assignments  of the Licenses and the  Non-Competition
Agreement.   The  Seller  shall  have   delivered  to  the  Buyer  the  Seller's
certificate, dated as of the Closing Date, stating that the conditions set forth
in  this  Section  11.1  have  been  satisfied,  together  with a good  standing
certificate  relating  to the Seller and  issued by each of the  Secretaries  of
State of Delaware and New Hampshire, respectively.

         11.2.  Governmental  Agency  Approvals.  The FCC Consent  shall have
become  effective  and each other  governmental  agency the approval of which is
required prior to the  consummation of any of the  transactions  contemplated by
this Agreement shall have approved such transaction on the terms contemplated by
this Agreement and the applicable (if any) waiting periods under the HSR Act and
the rules and regulations  issued  thereunder shall have expired;  provided that
the parties  hereto shall have  complied  with the  provisions  of Section 10(a)
hereof.





<PAGE>
                                      -16-


         11.3. Public Records File; Other Books and Records; Barter and Other
Trade  Agreements.  The Seller shall have  delivered to the Buyer on the Closing
Date all books and  records (or copies  thereof)  of the Seller  relating to the
Seller's operation of the Stations  (collectively,  the "Stations' Records"), as
of the Closing  Date.  The Seller shall deliver at the Closing a schedule of all
of its  current  barter  and  other  trade  agreements  and a  statement  of its
outstanding  net barter and other trade  balances as of the Closing Date.  For a
period of not less than one (1) year after  Closing,  the Buyer agrees to retain
any  Stations'  Records  in  its  possession.  If  required  by the  Seller  for
regulatory,  audit, tax or other reasonable and similar purposes, the Buyer will
grant the Seller  reasonable  access to, or make copies of the Stations' Records
relating to the pre-closing operations of the Stations as are in its possession.
The Seller will pay the Buyer the costs of copying such Stations'  Records.  The
Buyer will not destroy any of the Stations'  Records relating to the pre-closing
operations of the Stations prior to six (6) years after the Closing Date without
notifying  the Seller and  allowing  the other party to take  possession  of and
preserve such Stations' Records.

         11.4.  Consents.  Each other party to each of the  Leases,  and each
other party to any Service Agreement or any other Contract or would constitute a
default giving rise to a claim for damages or injunctive relief which would have
a Materially Adverse Effect) shall have given such consent, at no expense to the
Buyer,  in a form and substance  approved by the Buyer (which approval shall not
be unreasonably withheld), as may be necessary to permit the consummation of the
transactions contemplated by this Agreement, all without default or acceleration
under or early termination or cancellation of such agreement and without charge.

         11.5.  No Materially  Adverse Change.  No action or proceeding shall
have  been  instituted,  and no  order,  decree  or  judgment  of any  court  or
governmental authority shall be subsisting, against the Buyer or the Seller that
would render it unlawful,  as of the Closing  Date,  to effect the  transactions
contemplated hereunder in accordance with the terms hereof or that would affect,
as of the Closing Date, the validity of the Licenses.

         11.6.  Opinion of Counsel.  The Seller  shall have  delivered to the
Buyer on the Closing Date (a) a reasonable  satisfactory  opinion from  Bingham,
Dana & Gould,  special counsel for the Seller, dated as of the Closing Date, and
(b) a reasonably satisfactory opinion of Kaye, Scholer,  Fierman, Hays & Handler
LLP, special FCC counsel to the Seller,  dated as of the Closing Date, as to the
matters set forth in Section 7.4 and the validity of the FCC Consent.

         11.7.  Condition of Property.  The Premises and  Buildings as of the
Closing  Date  shall  be in the  same  condition  they  are on the  date of this




<PAGE>
                                      -17-



Agreement  subject to the terms of this Agreement,  reasonable wear and tear and
physical  damage the repair of which can be  effected  for not more than  $5,000
only excepted,  and free of all tenants and occupants except as permitted by the
terms  of this  Agreement,  and in  conformity  with the  terms of all  recorded
Permitted Encumbrances.

         11.8.  Title Insurance Affidavits,  Etc. Seller shall have delivered
such standard  parties-in-possession  and mechanics' lien affidavits,  corporate
votes and the like as may be reasonably  required by the Title Insurance Company
for it to issue the Title  Policy as  provided  above.  In  addition,  the Title
Policy shall have been issued to Buyer at standard rates by the Title  Insurance
Company.

         11.9.  Non-Foreign  Affidavit.  Seller  shall have  delivered  (a) a
transferor's   certification  of  non-foreign  status  as  required  by  Section
1445(b)(2) of the Internal Revenue Code and (b) a currently  operative Occupancy
Permit.

         11.10. Additional Certificates and Other Documents. On or before the
Closing  Date,  the Seller  shall have  furnished  to the Buyer such  additional
certificates  and other documents as the Buyer may have reasonably  requested as
to any of the  conditions  or  other  matters  set  forth  in this  Section  11,
including, without limitation, as to compliance with Section 11.1.

         SECTION 12. CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS.  Each and
every  obligation  of the Seller to be performed at the Closing shall be subject
to the satisfaction of the following  conditions (to the extent noncompliance is
not waived in writing by the Seller):

         12.1.  Representations,  Warranties and Covenants of the Buyer.  The
representations and warranties of the Buyer set forth in Section 8 shall be true
and  correct as to all  material  matters as of the  Closing  Date with the same
force and effect as though made again at and as of the Closing Date,  except for
changes  contemplated  and  permitted or required by this  Agreement.  The Buyer
shall have tendered to the Seller the Purchase Price, executed and delivered the
Non-Competition  Agreement and performed and complied with all other  agreements
and  conditions  required by this  Agreement to be performed or complied with by
the Buyer  prior to or at the  Closing.  The Buyer shall have  delivered  to the
Seller a certificate,  dated as of the Closing Date, stating that the conditions
set forth in this Section 12.1 have been satisfied.

         12.2.  Governmental  Agency  Approvals.  The FCC Consent  shall have
become  effective  and each other  government  agency the  approval  of which is
required prior to the  consummation of any of the  transactions  contemplated by
this Agreement shall have approved such transaction on the terms contemplated by
this  Agreement  and the  applicable  waiting  periods under 




<PAGE>
                                      -18-


the HSR Act and the rules and regulations  issued thereunder shall have expired;
provided  that the parties  hereto shall have  complied  with the  provisions of
Section 10(a) hereof.

         12.3. No Obstructive Proceeding.  No action or proceeding shall have
been  instituted,  and no  order,  decree  or  judgment  of any  court,  agency,
commission or governmental  authority shall be subsisting,  against the Buyer or
the Seller that would render it unlawful,  as of the Closing Date, to effect the
transactions contemplated hereunder in accordance with terms hereof.

         12.4.  Opinion of  Counsel.  The Buyer shall have  delivered  to the
Seller on the Closing Date an opinion from Michael  Milsom,  General Counsel for
the Buyer, that is in form and detail reasonably satisfactory to the Seller.

         SECTION 13.  INDEMNIFICATION BY BUYER.

         13.1.  Indemnification  of Seller. The Buyer agrees to indemnify and
hold  the  Seller  harmless  from  and  with  respect  to any  and  all  claims,
liabilities,   losses,   damages,   costs  and  expenses  (including  reasonable
attorney's  fees)  arising  from or  related  to any of the  following:  (a) any
material inaccuracies in any representation or warranty made by the Buyer herein
or in any  document  delivered  by the  Buyer  in  connection  herewith,  or any
material  failure by the Buyer to comply with any covenant  made by the Buyer in
this Agreement or any such  document;  (b) any and all claims,  liabilities  and
obligations arising out of the ownership or operation following the Closing Date
of the Stations or the Acquired Assets or the performance  following the Closing
Date of the Contracts;  provided that such claims,  liabilities  and obligations
are not based  solely  on facts  existing  prior to the  Closing  Date;  (c) any
claims,  liability  or  obligation  with respect to any employee of the Buyer in
connection  with his or her employment by the Buyer  following the Closing Date;
or (d) any loss,  cost or expense of the Seller  relating  to the failure of the
Buyer to comply in any material  respect with the provisions of this Section 13,
provided  that  Buyer  shall have no  liability  under  this  13.1  until the
aggregate for all claims  hereunder  exceeds the sum of $20,000 (the  "Threshold
Amount"),  in  which  event  Buyer  shall  then be  liable  for all  claims  for
indemnification hereunder, including the Threshold Amount.

         13.2.  Claims.  In the event that the Seller desires to make a claim
against the Buyer under Section  13.1,  the Seller shall notify the Buyer within
ninety (90) days of the date on which Seller  becomes  aware of all of the facts
and  circumstances  giving rise to such claim.  Upon receipt of such notice from
the Seller of any claim made by a third  party,  the Buyer  shall be entitled to
assume the  defense of such  claim,  and in the case of such an  assumption  the
Buyer shall have the authority to negotiate, compromise and settle such claim at
its sole expense and cost,  provided,  that any such settlement shall include as
an 




<PAGE>
                                      -19-


unconditional  term  thereof  the giving by such third  party to the Seller of a
release from all liability in respect of such claim.

         13.3.  Limitation.  No claim may be made pursuant to this Section 13
unless notice thereof pursuant to Section 13.2 has been given on or prior to the
second anniversary of the Closing Date;  provided that if and to the extent that
the  Seller  continues  to be liable  directly  to the third  parties  under any
Contract  such time  limitation  shall not apply  with  respect  to claims  made
pursuant to this  Section 13 and relating to the  performance  after the Closing
Date of such Contracts. No claim may be made in respect of any matter covered by
Section 13.1,  including but not limited to any claim by the Seller based on any
inaccuracy of any representation or warranty made by the Buyer,  except pursuant
to the provisions of this Section 13.

         SECTION 14.  INDEMNIFICATION BY SELLER.

         14.1.  Indemnification  of Buyer. The Seller agrees to indemnify and
hold  the  Buyer  harmless  from  and  with  respect  to  any  and  all  claims,
liabilities,   losses,   damages,   costs  and  expenses  (including  reasonable
attorney's  fees)  arising  from or  related  to any of the  following:  (a) any
material  inaccuracies  in any  representation  or  warranty  made by the Seller
herein or in any document delivered by the Seller in connection herewith, or any
material failure by the Seller to comply with any covenant made by the Seller in
this Agreement or any such  document;  (b) any and all claims,  liabilities  and
obligations arising out of the ownership or operation on or prior to the Closing
Date of the Stations or the Acquired  Assets or the  performance  on or prior to
the Closing Date of the Contracts;  provided that such claims,  liabilities  and
obligations are based on facts which came into existence after the Closing Date;
(c) any claim or liability  arising  under the bulk sales or related tax laws of
any jurisdiction in connection with transactions  contemplated by this Agreement
(in view of such indemnification obligation the Buyer hereby waives the Seller's
compliance  with any such bulk sales and related tax laws as a condition  to the
Closing hereunder);  (d) any claims, liability or obligation with respect to any
employee  of  the  Seller  in  connection  with  his or  her  employment  and/or
termination of employment on or prior to the Closing Date by the Seller; (e) any
and all claims or counterclaims  arising in connection with the Excluded Assets;
or (f) any loss,  cost or expense of the Buyer  relating  to the  failure of the
Seller to comply in any material respect with the provisions of this Section 14,
provided  that  Seller  shall have no  liability  under this  14.1  until the
aggregate for all claims hereunder  exceeds the Threshold Amount, in which event
Seller shall be liable for all claims for indemnification  hereunder,  including
the Threshold Amount.

         14.2.  Claims.  In the event that the Buyer  desires to make a claim
against the Seller under Section 14.1,  the Buyer shall notify the Seller 




<PAGE>
                                      -20-


within  ninety (90) days of the date on which Buyer  becomes aware of all of the
facts and  circumstances  giving rise to such claim. Upon receipt of such notice
from the Buyer of any claim made by a third party,  the Seller shall be entitled
to assume the defense of such claim,  and in the case of such an assumption  the
Seller shall have the authority to negotiate,  compromise  and settle such claim
at its sole expense and cost;  provided,  that any such settlement shall include
as an unconditional  term thereof the giving by such third party to the Buyer of
a release from all liability with respect to such claim.

         14.3.  Limitations. No claim may be made pursuant to this Section 14
unless notice thereof pursuant to Section 14.2 has been given on or prior to the
second  anniversary  of the Closing  Date,  or, if the claim  relates to any tax
liability or claim,  the third  anniversary of the Closing Date. No claim may be
made in respect of any matter covered by Section 14.1, including but not limited
to any claim by the  Buyer  based on any  inaccuracy  of any  representation  or
warranty made by the Seller,  except  pursuant to the provisions of this Section
14.

         SECTION 15.  TERMINATION OF AGREEMENT.

         15.1.  Termination. This Agreement may be terminated by either Buyer
or Seller (as long as such party has complied in all material  respects with its
covenants and agreements under this Agreement) upon the occurrence of any of the
following:

                  (a) if,  on or prior to the  Closing  Date,  the  other  party
         hereto defaults in any material respect in the observance or in the due
         and timely  performance  of any of its covenants or  agreements  herein
         contained  and such default  shall not be cured within thirty (30) days
         of the date of notice of  default  served  by the party  claiming  such
         default; or

                  (b) on ten (10)  days  written  notice if the FCC  denies  any
         application  requesting  the FCC Consent,  or if the FCC fails to grant
         the FCC  Consent  within  six (6)  months  following  the  date of this
         Agreement,  provided,  that  Seller  shall  extend  such time  limit an
         additional one (1) month at the request of Buyer so long as Buyer shall
         be diligently prosecuting the FCC Application in good faith and the FCC
         has not issued any ruling or decision denying the FCC Application; or

                  (c) if there shall be in effect any judgment,  decree or order
         that would prevent or make unlawful the Closing of this Agreement; or

                  (d) by Buyer only,  if between the date hereof and the Closing
         Date the Stations  for any reason  (other than the failure of the Buyer
         to comply  with the  terms of the Time  Brokerage  Agreement)  does not
         broadcast at  substantially  full licensed power and antenna heights 




<PAGE>
                                      -21-


         as  described  in the License  (an "Off Air  Event")  for a  continuous
         period of five (5) days or if all Off Air Events result in an aggregate
         of five (5) days  wherein  the  Stations  does  not  broadcast  at full
         licensed  power and  antenna  height or if there are more than four (4)
         Off Air Events, each lasting six (6) hours or more.

         15.2.  Drawdown of Escrowed Amounts. The Buyer and the Seller hereby
agree that upon the  termination of this Agreement as a result of the failure by
or inability  of the Buyer to comply in any  material  respect with the terms of
this Agreement,  the Escrow Deposit shall be paid to Seller. Seller acknowledges
and agrees that the Escrow  Deposit  shall be the sole and  exclusive  remedy of
Seller against Buyer in connection with such default and termination.

         SECTION 16.  GENERAL.

         16.1.  Expenses.  Except as  otherwise  expressly  provided  in this
Agreement,  all expenses of the preparation,  execution and consummation of this
Agreement  and of the  transactions  contemplated  hereby  shall be borne by the
party incurring such expenses.

         16.2.   Notices.  All  notices,  demands  and  other  communications
hereunder  shall be in  writing or by  written  telecommunication,  and shall be
deemed to have been duly given if delivered personally or if mailed by certified
mail,   return  receipt   requested,   postage  prepaid,   or  sent  by  written
telecommunication,  as  follows:  (a)  if to the  Seller,  to:  Precision  Media
Corporation,  36 Bay State Road,  Cambridge,  Massachusetts  02138 ,  Attention:
Donald F. Law, Jr. and (b) if to the Buyer,  to:  American  Radio  Systems,  116
Huntington Avenue, Boston, Massachusetts 02116, Attention: Steven B. Dodge, CEO.

         16.3.  Further Assurances.  From time to time, at the request of the
Buyer and without  further  consideration,  the Seller shall execute and deliver
such further  instruments of conveyance and transfer and take such other actions
as the Buyer may reasonably  require more effectively to convey and transfer any
of the  Acquired  Assets and to assign any of the  Contracts  to the Buyer.  The
Seller and the Buyer shall also  execute and  deliver to the  appropriate  other
party such other  instruments as may be reasonably  required in connection  with
the  performance of this Agreement and each shall take all such further  actions
as may be reasonably required to carry out the transactions contemplated by this
Agreement.

         16.4.  Full  Consideration;   Risk  of  Loss.  Except  as  otherwise
expressly provided in this Agreement, the Seller shall be responsible to deliver
the Acquired Assets and to assign the Contracts upon the terms of this Agreement
without  further  cost or  expense  to the Buyer and  shall be  responsible  




<PAGE>
                                      -22-


for  satisfying  any and all costs and  expenses  payable  to any third  parties
arising as a result of the  Seller's  delivery  of the  Acquired  Assets and the
assignment  of the  Contracts  to  the  Buyer.  The  risk  of  loss,  damage  or
destruction to any Acquired Asset from any cause whatsoever prior to the Closing
shall  be borne by the  Seller,  who  shall,  prior  to the  Closing  and at the
Seller's own  expense,  repair,  rebuild or replace any Acquired  Asset so lost,
damaged or destroyed (but only to the extent of available insurance proceeds).

         16.5.  Public Statements or Releases.  The parties hereto each agree
that neither party to this  Agreement will make any public  announcement  of the
existence  of, or reveal the status of, the  transactions  provided  for herein,
without the prior  approval of the other party hereto.  Each party hereto agrees
that it will not  unreasonably  withhold  or delay  any such  approval.  Nothing
contained in this  Section 16.5 shall  prevent any party from making such public
announcements  as such party may  consider  necessary  in order to satisfy  such
party's legal or contractual obligations.

         16.6.   NonRecourse   Obligations.   Notwithstanding   any  contrary
provision  contained  in this  Agreement,  the  Non-Competition  Agreement,  the
Assumption Agreement or any other agreement, document or instrument delivered in
connection herewith or therewith, none of the shareholders,  officers, directors
or  employees  of the Buyer or the  Seller nor any legal  representative,  heir,
successor or assignee of any shareholder,  officer,  director or employee of the
Buyer or the Seller shall have any personal liability for any  misrepresentation
or breach of warranty made by the Buyer or the Seller  hereunder or  thereunder,
or any  failure by the Buyer or the  Seller to  perform  or  observe  any of the
terms,  covenants  or  conditions  to be  performed  or  observed  by the  Buyer
hereunder or thereunder or any other obligation arising hereunder or thereunder.
In the event of any such misrepresentation, breach or failure, the Seller or the
Buyer, as the case may be, shall be entitled to proceed solely against the Buyer
or the Seller, as the case may be.

         16.7.  Specific  Performance.  Seller  recognizes that, in the event
Seller refuses to perform the  provisions of this  Agreement,  monetary  damages
alone will not be adequate.  Buyer shall,  therefore, be entitled in such event,
in  addition to bringing  suit at law or equity for money or other  damages,  to
obtain  specific  performance of the terms of this  Agreement.  In any action to
enforce the  provisions of this  Agreement,  Seller shall waive the defense that
there is an  adequate  remedy at law or equity and agrees  that Buyer shall have
the right to obtain specific  performance of the terms of this Agreement without
being required to prove actual damages, post bond or furnish other security.

         16.8.   Miscellaneous.    This   Agreement   contains   the   entire
understanding of the parties, supersedes all prior agreements and understandings
relating  to the  subject  matter  hereof and shall not be  amended  




<PAGE>
                                      -23-


except by a written  instrument  hereafter signed by each of the parties hereto.
The validity and construction of this Agreement shall be governed by the laws of
the State of  Connecticut.  The headings of sections are for reference  only and
shall not limit or control the meaning thereof.  This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns.  Neither  party may  assign its  interests  under this
Agreement  without the prior consent of the other,  except that Buyer may assign
its  interests to a  wholly-owned  subsidiary  of the Buyer without the Seller's
prior consent (but only if American Radio Systems Corporation remains liable for
all of the  obligations  of such  assignee  arising  hereunder or in  connection
herewith).  The  representations  and warranties of each party contained in this
Agreement  or  otherwise  made in writing in  connection  with the  transactions
contemplated   hereby  shall  be  deemed  material  and,   notwithstanding   any
investigation  by the other  party  hereto,  shall be deemed to have been relied
upon by such other party and shall survive the Closing and the  consummation  of
the transactions  contemplated  hereby.  Except as otherwise  expressly provided
herein, nothing herein expressed or implied is intended or shall be construed to
confer  upon or to give any  person,  other than the  Seller and the Buyer,  any
rights or remedies under or by reason of this  Agreement.  This Agreement may be
executed in several counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.



<PAGE>
                                      -24-



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                                     PRECISION MEDIA CORPORATION


                                                     By:_______________________

                                                        Title:


                                                     AMERICAN RADIO SYSTEMS
                                                     CORPORATION


                                                     By:_______________________

                                                        Title:


<PAGE>
                                      



                                    EXHIBIT A

                                    Premises


<PAGE>




                                    EXHIBIT B


                              Assumption Agreement


<PAGE>




                                    EXHIBIT C


                                Escrow Agreement



<PAGE>




                                    EXHIBIT D


                            Non-Competition Agreement


<PAGE>




                                   EXHIBIT E-1


                                Farmington Lease


<PAGE>




                                   EXHIBIT E-2


                                 Rochester Lease


<PAGE>




                                   EXHIBIT E-3


                                 Stratham Lease


<PAGE>




                                    EXHIBIT F


                               Service Agreements


<PAGE>




                                    EXHIBIT G


                            Time Brokerage Agreement


<PAGE>




                                  SCHEDULE 2.1


                                 Tangible Assets



<PAGE>




                                  SCHEDULE 2.2

                                Intangible Assets


         Call Signs

         1.       "WMYF-AM"

         2.       "WERZ-FM"

         3.       "WZNN-AM"

         4.       "WSRI-FM"




<PAGE>




                                  SCHEDULE 2.3


                                    Contracts




<PAGE>




                                   SCHEDULE 4


                                 TRADE ACCOUNTS

                                  See Attached




<PAGE>




                                  SCHEDULE 5.2


                             Permitted Encumbrances


                  (i) Liens to secure taxes,  assessments  and other  government
         charges in respect of obligations not overdue or liens on properties to
         secure claims for labor, material or supplies in respect of obligations
         not overdue;

                  (ii) Deposits or pledges made in connection with, or to secure
         payment of, workmen's  compensation,  unemployment  insurance,  old age
         pensions or other social security obligations;

                  (iii)  Encumbrances  on Real Estate  consisting  of easements,
         rights of way,  zoning  restrictions,  restrictions  on the use of real
         property  and  defects  and   irregularities   in  the  title  thereto,
         landlord's  or  lessor's  liens  under  leases to which the Seller is a
         party,  and  other  minor  liens or  encumbrances  none of which in the
         opinion  of  the  Seller  interferes  materially  with  the  use of the
         property affected in the ordinary conduct of the business of the Seller
         which defects do not individually or in the aggregate have a materially
         adverse effect on the business of the Seller; and


<PAGE>




                                  SCHEDULE 7.4


                                    Licenses


         FCC license for WMYF, WERZ, WZNN and WSRI attached hereto as Attachment
7.4.



<PAGE>




                                  SCHEDULE 7.6


                                    Employees


         The attached list  contains  payroll  information  for  bi-monthly  pay
period ending May 11, 1997 for employees of Stations WMYF, WERZ, WZNN and WSRI.



<PAGE>




                                  SCHEDULE 7.8


                              Unfunded Liabilities

                                      None.



<PAGE>




                                  SCHEDULE 7.11


                                    Insurance



<PAGE>




                                  SCHEDULE 7.15


                                   Litigation