EXHIBIT 10.21

                            ASSET PURCHASE AGREEMENT



         This ASSET  PURCHASE  AGREEMENT  is dated March 31, 1997 by and between
American  Radio Systems  Corp., a Delaware  Corporation  ("Buyer"),  and Amaturo
Group of California, Ltd., a Florida limited partnership ("Seller") .

                                P R E M I S E S :

         A. Seller is the licensee of and operates radio stations KFRG (FM), San
Bernardino,  California,  and KXFG (FM), Sun City,  California (the "Stations"),
pursuant  to  licenses  issued by the  Federal  Communications  Commission  (the
"FCC").

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

                                   AGREEMENTS:

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

                                    SECTION 1

                                  DEFINED TERMS

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

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

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

                                                      

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

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

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

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

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

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

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

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

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

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

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

         1.14 "Real Property" means all of the leasehold  interests,  easements,
licenses, rights to access, rights-of-way and other real property interest which
are used or held by  Seller,  or  owned by  Seller  and  useful,  as of the date
hereof, in the business operations of the Stations,  plus such additions thereto
and deletions  therefrom  arising in the ordinary course of business between the
date hereof and the Closing Date.

         1.15  "Deposit"  means the sum of Six Million  Dollars  ($6,000,000.00)
deposited by Buyer in escrow upon the execution of this Agreement.

                                    SECTION 2

                           PURCHASE AND SALE OF ASSETS

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


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         (a) The Personal Property;

         (b) The Real Property,

         (c) The Licenses;

         (d) The Assumed Contracts;

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

         (f) All of the Seller's  proprietary  information,  which relate to the
Stations,   including  without  limitation,   technical  information  and  data,
machinery and  equipment  warranties,  maps,  computer  discs and tapes,  plans,
diagrams, blueprints and schematics, including filings with the FCC which relate
to the Stations;

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

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

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

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

         (a) The Seller's Accounts Receivable;

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

         (c) Any Contracts other than the Assumed Contracts;

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         (d) Any books and  records  which  Seller is required by law to retain,
subject  to the right of Buyer to have  access and to copy for a period of three
(3) years from the Closing Date, and Seller's  corporate records and other books
and records related to internal  corporate  matters and financial  relationships
with Seller's lender;

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

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

         2.3 Purchase  Price.  The Purchase Price shall be Sixty Million Dollars
($60,000,000.00) payable by Buyer to Seller as follows:

         A. Six Million  Dollars  ($6,000,000.00)  to be  deposited  into escrow
pursuant to the Escrow  Agreement  in Schedule  2.3 upon the  execution  of this
Agreement to secure Buyers performance hereunder

         B. The Purchase  Price shall be adjusted to reflect any  adjustments or
prorations made at Closing as
provided in Section 2.4 hereof.

         C. The Purchase Price, including the adjustment set forth in subsection
2.3B and any credit for funds drawn  against  the Deposit by Seller  pursuant to
the Escrow Agreement, shall be payable to Seller by wire transfer of immediately
available  federal funds to such accounts as are designated by Seller in written
instructions to Buyer.

         2.4 Adjustments and Prorations.  All revenues arising from the Stations
up until midnight on the day prior to the Closing Date, and all expenses arising
from the  Stations  up until  midnight  on the day  prior to the  Closing  Date,
including  business  and license fees  (including  any  retroactive  adjustments
thereof),  utility  charges,  real and personal  property taxes and  assessments
levied  against the Assets,  accrued  employee  benefits such as vacation  time,
property and equipment  rentals,  applicable  copyright or other fees, sales and
service charges, taxes (except for taxes arising from the transfer of the Assets
hereunder),  and similar prepaid and deferred items,  shall be prorated  between
Buyer and Seller in accordance  with the principle that Seller shall receive all
revenues,  and all  refunds  to Seller  and  deposits  of  Seller  held by third
parties,  and shall be  responsible  for all  expenses,  costs  and  liabilities
allocable to the conduct of the business or operations of the

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Stations for the period prior to the Closing  Date,  and Buyer shall receive all
revenues  and shall be  responsible  for all  expenses,  costs  and  obligations
allocable  to the conduct of the business or  operations  of the Stations on the
Closing Date and for the period  thereafter.  Buyer shall receive  credit to the
extent of the value (as calculated in Seller's financial  statements  consistent
with past  practice) of any and all  advertising  time to be run  following  the
Closing for which trade or barter  consideration has been received by the Seller
prior to the closing  ("Negative Trade Balance"),  but only if and to the extent
the  Negative  Trade  Balance  exceeds  Forty  Thousand   Dollars   ($40,000.00)
Notwithstanding  the  foregoing,  there shall be no  adjustment  for, and Seller
shall remain  solely  liable with respect to, any  Contracts not included in the
Assumed  Contracts,  or any other  obligation  or liability not being assumed by
Buyer in accordance with Section 2.5 hereof.

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

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

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not subject to dispute or review.  If,  after  adjustment  as  appropriate  with
respect to the  amount of the  aforesaid  adjustments  paid or  credited  at the
Closing,  Buyer is determined  to owe an amount to Seller,  Buyer shall pay such
amount to Seller, and if Seller is determined to owe an amount to Buyer,  Seller
shall pay such  amount  thereof to Buyer,  in each case  within ten (l0) days of
such determination.

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

         2.6. Tax  Allocation.  The Purchase Price shall be allocated  among the
Assets being purchased in accordance  with an independent  appraisal by B I A to
be undertaken by Buyer, in compliance with Section 1060 of the Internal  Revenue
Code  ("IRC")  and  the  regulations   promulgated   thereunder  and  reasonably
acceptable to Seller.  Such allocation shall be set forth on IRC Form 8594 (in a
manner  mutually  agreed to by the parties) and filed with the Internal  Revenue
Service following the Closing as required by law; provided, however, that Seller
shall be under no obligation to accept such allocation.

                                    SECTION 3

                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as follows:

         3.1  Organization.   Standing  and  Authority.   Seller  is  a  limited
partnership duly formed, validly existing and in good standing under the laws of
the State of Florida.  Seller has all requisite  partnership power and authority
(i) to own,  lease and use the Assets as  presently  owned,  leased and used and
(ii) to  conduct  the  business  or  operations  of the  Stations  as  presently
conducted. Seller has all requisite partnership power and

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authority to execute and deliver this  Agreement and the documents  contemplated
hereby and to perform and comply with all of the terms, covenants and conditions
to be performed and complied with by Seller hereunder and thereunder.  Seller is
not a participant in any joint venture or  partnership  with any other person or
entity with respect to any part of the Stations's operations or the Assets.

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

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

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

         3.5 Condition of Real Property.  Schedule 3.5 contains  descriptions of
all the Real  Property  (including  the location of all  improvements  thereon),
which comprises all real property interest  necessary to conduct the business or
operations of the Stations as now conducted.  Seller shall deliver to Buyer true


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and  complete  copies  of  all  deeds,  leases  or  other  material  instruments
pertaining  to the Real Property  (including  any and all  amendments  and other
modifications of such instruments),  all of which instruments are valid, binding
and  enforceable  in  accordance  with their  terms.  Seller is not in  material
breach,  nor to Seller's knowledge is any other party in material breach, of the
terms of any of such leases or other instruments.  All Real Property  (including
the  improvements  thereof) (i) is in good condition and repair  consistent with
its  present  use  reasonable  wear and tear  excepted,  (ii) is  available  for
immediate use in the conduct of the business or operations of the Stations,  and
(iii), to Seller's best knowledge,  materially complies as described in Schedule
3.5 hereof with all  applicable  building,  electrical  and zoning codes and all
regulations of any governmental  authority having jurisdiction.  Seller has full
legal and practical access to the Real Property.

         3.6 Title to and  Condition of Personal  Property.  Schedule 3.6 hereof
contains  descriptions  of all material  items of the Personal  Property,  which
comprises all personal property  necessary to conduct the business or operations
of the Stations as now  conducted.  Except as described in Schedule 3.6,  Seller
owns and has good title to al1 Personal Property.  None of the Personal Property
owned  by  Seller  is  subject  to  any  security  interest,  mortgage,  pledge,
conditional  sales agreement or other lien or encumbrance,  except for (i) liens
for  current  taxes  not yet due and  payable  and  (ii)  any  other  claims  or
encumbrances  which are described in Schedule 3.6 and annotated to indicate that
such claims or encumbrances  shall be removed prior to or at Closing.  Except as
shown  in  Schedule  3.6,  the  Personal  Property  taken  as a whole is in good
operating  condition  and  repair  (ordinary  wear  and tear  excepted),  and is
available for  immediate use in the business or operations of the Stations,  and
the transmitting and studio equipment  included in the Personal Property (i) has
been maintained in a manner consistent with generally accepted standards of good
engineering  practice and (ii) will permit the Stations and any unit auxiliaries
thereto to  operate in  accordance  with the terms of the FCC  Licenses  and the
rules and regulations of the FCC, and with all other applicable  federal,  state
and local statutes, ordinances, rules and regulations.

         3.7 Contracts.  Schedule 3.7 contains descriptions of all the Contracts
except for: (i) contracts with advertisers for the sale of time or talent on the
Stations for cash and substantially at rate card rates and which are not prepaid
and which may be  cancelled  by the  Stations  without  penalty on not more than
thirty (30) days notice,  (ii) employment  contracts and  miscellaneous  service
contracts  terminable  at will  without  penalty and (iii) other  contracts  not
involving either aggregate  liabilities  under all such contacts  exceeding Five
Thousand Dollars ($5,000.00) or any material non-monetary obligation. Seller has
delivered to Buyer true and complete  copies of all written  Contracts  and true
and complete  memoranda of all oral Contracts  (including any and all amendments
and other  modifications  to such Contracts).  Other than the Contracts,  Seller
requires  no  contract  or  agreement  to enable it to carry on its  business as
presently conducted. All of the Assumed Contracts are in

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full force and effect and are valid,  binding and enforceable in accordance with
their terms, except as the enforceability thereof may be affected by bankruptcy,
insolvency  or  similar  laws  affecting  creditors'  rights  generally,  or  by
court-applied  equitable  remedies.  Seller is not in  material  breach,  nor to
Seller's  knowledge  is any other party in material  breach7 of the terms of any
such  Contracts.  Except as expressly set forth in Schedule  3.7,  Seller is not
aware of any  intention  by any party to any Assumed  Contract  (i) to terminate
such contract or amend the terms thereof,  (ii) to refuse to renew the same upon
expiration of its term or (iii) to renew the same upon  expiration only on terms
and  conditions  which are more onerous than those  pertaining  to such existing
contract.  Except for the Consents, Seller has full legal power and authority to
assign its rights under the Assumed  Contracts to Buyer in accordance  with this
Agreement, and such assignment will not affect the validity,  enforceability and
continuation of any of the Assumed Contracts.

         3.8  Consents.  Except for the FCC Consent  provided for in Section 6.1
hereof,  the Premerger  Notification  Requirements  Under the  Hart-Scott-Rodino
Antitrust Improvements Act of 1976. and the other Consents indicated in Schedule
3.7 or described in Schedule 3.8, no consent,  approval, permit or authorization
of, or declaration to or filing with any governmental or regulatory authority or
any other third party is  required  (i) to  consummate  this  Agreement  and the
transaction contemplated hereby, (ii) to permit Seller to assign or transfer the
Assets to Buyer or (iii) to enable Buyer to conduct the  business or  operations
of the Stations in  essentially  the same manner as such  business or operations
are presently conducted.

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

         3.10  Financial  Statements.   True  and  complete  copies  of  audited
financial  statements  of Seller  containing  balance  sheets and  statements of
income  for  Seller's  fiscal  years  ended  December  31,  1994,1995  and  1996
(collectively,  the "Financial  Statements") shall be supplied promptly to Buyer
upon the execution of this Agreement.  The Financial  Statements are prepared in
accordance with generally accepted accounting principles,  consistently applied,
are true and correct in all material respects and present fairly the operating

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income and financial  condition of the Stations as of their respective dates and
the results of operations for the periods then ended.

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

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

         3.13 Employee Benefit Plans. Schedule 3.13 contains a true and complete
list  as of the  date  of  this  Agreement  of all  employee  benefit  plans  or
arrangements  applicable to the employees of Seller employed at the Stations and
all fixed or contingent liabilities or obligations of Seller with respect to any
person now or formerly employed by Seller at the Stations,  including pension or
thrift  plans,  individual  or  supplemental  pension  or  accrued  compensation
arrangements, contributions to hospitalization or other health or life insurance
programs,  incentive  plans,  bonus  arrangements  and vacation and  termination
arrangements or policies,  including workers' compensation policies.  Seller has
furnished or made  available  to Buyer true and complete  copies of all employee
handbooks,  employee rules and regulations, all applicable plan documents, trust
documents,  insurance  contracts,  contracts  with  employees  and summary  plan
descriptions of the written plans and arrangements  listed in Schedule 3.13, and
with descriptions,  in writing,  of the unwritten plans listed in Schedule 3.13.
All employee benefits and welfare plans or arrangements  listed in Schedule 3.13
were  established  and have been  executed,  managed  and  administered  without
material  exception  in  accordance  with  all  applicable  requirements  of the
Internal  Revenue Code of 1986, as amended,  of the Employee  Retirement  Income
Security Act of 1974, as amended,  and of other applicable  laws.  Seller is not
aware of the existence of any  governmental  audit or examination of any of such
plans or  arrangements  or of any facts which would lead it to believe  that any
such audit or examination is pending or threatened. There exists no action, suit


                                       11

<PAGE>


or claim (other than routine  claims for  benefits)  with respect to any of such
plans or arrangements pending or, to the knowledge of Seller, threatened against
any of such plans or  arrangements,  and Seller  possesses  no  knowledge of any
facts which could give rise to any such action, suit or claim.

         3.14  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective  bargaining  agreements  with  respect  to  the  Stations  except  as
described  in Schedule  3.7 hereto.  Seller has no written or oral  contracts of
employment  with any  employee  of the  Stations,  other  than  those  listed in
Schedule 3.14.  Seller has provided  Buyer with true and complete  copies of all
such written contracts of employment and true and complete memoranda of any such
oral  contracts.  Seller,  in the  operation of the Stations has complied in all
material  respects with all applicable laws,  rules and regulations  relating to
the employment of labor,  including  those related to wages,  hours,  collective
bargaining,  occupational  safety,  discrimination  and the  payment  of  social
security and other  payroll  related  taxes,  and it has not received any notice
alleging  that it has  failed to comply in any  material  respect  with any such
laws,  rules or  regulations.  No  controversies,  disputes or  proceedings  are
pending  or to the  best  of  Seller's  knowledge,  threatened7  between  it and
employees  (collectively)  of the Stations.  No labor union or other  collective
bargaining  unit  represents  any of the employees of the Stations.  To the best
knowledge of Seller7 there is no union campaign being conducted to solicit cards
from employees to authorize a union to request a National Labor  Relations Board
certification  election  with  respect  to  any  of  Seller's  employees  at the
Stations.

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

         3.16 Claims:  Legal Actions.  Except as set forth in Schedule 3.16, and
except for any investigations and rule-making  proceedings  generally  affecting
the broadcasting industry, there is no claim, legal action, counterclaim,  suit,
arbitration,  governmental  investigation or other legal,  administrative or tax
proceeding, nor any order, decree or judgment, in progress or pending, or to the
knowledge of Seller,  threatened,  against or relating to Seller,  the Assets or
the business or operations  of the  Stations,  nor does Seller know of any basis
for the same. In  particular,  except as set forth in Schedule 3.16, but without
limiting the generality of the foregoing, there are no applications,  complaints
or proceedings  pending or, to the best of its knowledge,  threatened (i) before
the FCC  relating  to the  business or  operations  of the  Stations  other than


                                       12

<PAGE>


applications,   complaints  or  proceedings  which  affect  the  radio  industry
generally,  (ii) before any federal or state agency involving charges of illegal
discrimination  by the Stations  under any federal or state  employment  laws or
regulations or (iii) against Seller or the Stations before any federal, state or
local agency involving environmental or zoning laws or regulations.

         3.17 Compliance with Laws. To the best knowledge of Seller,  Seller has
complied in all material  respects with (i) the Licenses and (ii) all applicable
federal,  state and local laws, rules,  regulations and ordinances.  To the best
knowledge  of Seller,  neither  the  ownership  or use,  nor the  conduct of the
business  or  operations,  of the  Stations  conflicts  with rights of any other
person,  firm or  corporation.  To the best of its knowledge,  there has been no
production, storage, treatment, recycling, disposal, use, generation, discharge,
release or other  handling or  disposition of any kind by Seller of any toxic or
hazardous  wastes,  substances,  products,  pollutants or materials of any kind,
including, without limitation, petroleum and petroleum products and asbestos, or
any other wastes, substances,  products,  pollutants or material regulated under
any  environmental  laws at,  in,  on,  from or under the Real  Property  or any
structure or  improvement on the Real Property which in any event is in material
violation  of  environmental  law.  The  operations  of Seller are and have been
conducted in material compliance with all applicable  environmental laws. Seller
knows of no  notices,  claims or  pending or  threatened  actions or suits of an
environmental  nature  involving the Real Property or Seller's  operation of the
Stations.

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

         (a) Suffered any damage, destruction or loss affecting the Assets or;

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

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

                                  
                                       13

<PAGE>

                                    SECTION 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to Seller as follows:

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

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

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

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

                                

                                       14

<PAGE>

                                    SECTION 5

                               COVENANTS OF SELLER


         5.1 Pre-Closing Covenants.  Except as contemplated by this Agreement or
with the prior  written  consent  of  Buyer,  not to be  unreasonably  withheld,
between the date hereof and the Closing Date,  Seller shall operate the Stations
in the ordinary course of business in accordance with its past practices (except
where such would  conflict with the following  covenants or with Seller's  other
obligations  hereunder),  and abide by the  following  negative and  affirmative
covenants:

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

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

         (2)  Contracts.  Enter  into any trade or barter  contracts,  modify or
amend any of the Assumed Contracts or enter into any new Contracts,  each except
in the ordinary course of business;  provided that all new Contracts (other than
Contracts  for the sale of broadcast  time) shall not involve  either  aggregate
liabilities  exceeding  Twenty  Thousand  Dollars  ($20,000.00)  or any material
non-monetary obligation;

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

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

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

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

                                       15

<PAGE>



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

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

         B. Affirmative Covenants. Seller shall do the following:

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

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

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

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

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

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


                                       16

<PAGE>



         (8) Personnel.  Promptly  notify Buyer as personnel  vacancies occur at
the Stations and consider for employment all personnel  recommended by Buyer for
such vacant positions;  provided that the choice of Seller to fill a position at
the Stations with an individual  other than one  recommended  by Buyer shall not
relieve Buyer of any of its obligations hereunder;

         (9)  Contracts.  Prior to the Closing Date,  deliver to Buyer a list of
all  Contracts  entered into between the date hereof and the Closing Date of the
type  required to be listed in Schedule  3.,,  together  with the copies of such
Contracts; and

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

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

                                    SECTION 6

                        SPECIAL COVENANTS AND AGREEMENTS

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

         A. As soon as possible,  but in no event later than (__)  business days
after the execution of this Agreement,  Buyer and Seller shall file with the FCC
an appropriate  application  for FCC Consent.  The parties shall  prosecute said
application  with all reasonable  diligence and otherwise use their best efforts
to obtain the grant of such application as expeditiously as practicable.  If the
FCC Consent imposes any condition on any party hereto,  such party shall use its
best efforts to comply with such  condition  unless  compliance  would be unduly
burdensome or would have a material  adverse effect upon it. If  reconsideration
or judicial  review is sought with respect to the FCC Consent,  Buyer and Seller
shall  oppose such  efforts to obtain  reconsideration  or judicial  review (but
nothing  herein shall be construed to limit any party's right to terminate  this
Agreement pursuant to Section 9 of this Agreement).


                                       17

<PAGE>



          B. Within days of the execution of this agreement, if required by law,
Buyer  and  Seller  shall  file  the  requisite  forms  with the  Federal  Trade
Commission  pursuant  to  the  Premerger  Notification  Requirements  Under  the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.

          C. The transfer of the Assets hereunder is expressly  conditioned upon
(i) the grant of the FCC Consent  without any materially  adverse  conditions on
Buyer, (ii) compliance by the parties hereto with the condition (if any) imposed
in the FCC  Consent,  (iii) the FCC  Consent,  through  the  passage  of time or
otherwise, becoming a Final Order; provided, though, that the condition that the
FCC Consent shall have become a Final Order may be waived by Buyer,  in its sole
discretion,  and (iv) Notice of Termination  of the waiting  period  provided by
Section 7A (b) (1) of the Clayton Act and  Section  803.10 (B) of the  Premerger
Notification Requirements under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976

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

         6.3 Taxes,  Fees and  Expenses.  Seller and Buyer shall each pay 50% of
all sales,  transfer  and  similar  taxes and fees,  if any,  arising out of the
transfer of the Assets pursuant to this  Agreement.  All filing fees required by
the FCC and the Federal  Trade  Commission  shall be paid  equally by Seller and
Buyer. Except as otherwise provided in this Agreement,  each party shall pay its
own  expenses  incurred  in  connection  with  the  authorization,  preparation,
execution and performance of this Agreement,  including all fees and expenses of
counsel, accountants, agents and other representatives.

         6.4 Brokers. Buyer and Seller each represents and warrants that neither
it nor any person or entity  acting on its behalf has incurred any liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement.

         6. 5 Noncompetition Agreement.  Buyer and Seller and Seller's principal
shall enter into at Closing a Noncompetition  Agreement in the form set forth in
Schedule 6.5 attached hereto.

         6.6  Confidentiality.  Except as necessary for the  consummation of the
transaction  contemplated  hereby,  including Buyer's obtaining financing in any
form or means of its  choosing  related  hereto,  each  party  hereto  will keep
confidential  any  information  which  is  obtained  from  the  other  party  in
connection with the

                                       18

<PAGE>



transaction contemplated hereby and which is not readily available to members of
the general public, and will not use such information for any purpose other than
in  furtherance  of the  transactions  contemplated  hereby.  In the event  this
Agreement is terminated and the purchase and sale contemplated hereby abandoned,
each party will return to the other party all  documents,  work papers and other
written material obtained by it in connection with the transactions contemplated
hereby.

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

         6.8 Risk of Loss.

         A. The risk of loss, damage or impairment, confiscation or condemnation
of any of the Assets from any cause  whatsoever  shall be borne by Seller at all
times prior to the completion of the Closing and by Buyer at all times following
the completion of the Closing.

         B. If any damage or destruction of the Assets or any other event occurs
which  prevents  signal  transmission  by the  Stations  in the normal and usual
manner and Seller  cannot  restore or replace the Assets so that the  conditions
are cured and normal and usual  transmission is resumed before the Closing Date,
the Closing Date shall be  postponed,  for a period of up to sixty (60) days, to
permit the repair or replacement of the damage or loss.

         C. In the event of any damage or  destruction  of the Assets  described
above,  if such Assets have not been  restored  or replaced  and the  Stations's
normal and usual transmission resumed within the sixty (60) day period specified
above,  Buyer  may  terminate  this  Agreement  forthwith  without  any  further
obligation hereunder by written notice to Seller.  Alternatively,  Buyer may, at
its option,  proceed to close this  Agreement and complete the  restoration  and
replacement of such damaged Assets after the Closing Date, in which event Seller
shall deliver to Buyer all insurance  proceeds  received in connection with such


                                       19

<PAGE>


damage or destruction of the Assets to the extent not already expended by Seller
arising in connection with such restoration and replacement.

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

         6.9 Employee Matters:.

         A. Within thirty (30) business days after  execution of this Agreement,
Seller shall provide to Buyer an accurate  list of all current  employees of the
Station  together  with a  description  of the  terms  and  conditions  of their
respective  employment  (including salary, bonus and other benefit arrangements)
and  their  duties  as of the  date of  this  Agreement,  as well as the  annual
salaries  thereof.  Seller shall promptly notify Buyer of any changes that occur
prior to Closing with respect to such information.

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

          C.  Notwithstanding  Paragraph 6.9B above,  any of Seller's  employees
whom Buyer  chooses not to hire as of the Closing  Date or whose  employment  is
continued at the Station by Buyer after Closing Date,  but who are  subsequently
terminated,  with or without  cause,  within six (6) months of the Closing Date,
shall be paid three (3) months' severance by Buyer.

          D.  Except as  otherwise  set forth  herein,  Buyer will not incur any
liability on account of Seller's  employees in connection with this transaction,
including,  without limitation, any liability on account of employment insurance
contributions, termination payments, retirement, pension, profit-sharing, bonus,
severance pay,  disability,  health,  accrued vacation or other employee benefit
plans, practices, agreements or understandings.

                               
                                       20

<PAGE>

                                    SECTION 7

                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER



          7.1 Conditions of Obligations  of Buyer.  All  obligations of Buyer at
the  Closing  thereunder  are  subject  to the  fulfillment  prior to and at the
Closing Date of each of the following conditions:

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

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

         C. Consents.  Each of the Consents marked as "material" on Schedule 3.,
shall have been duly  obtained and  delivered to Buyer with no material  adverse
change to the terms of the  License or Assumed  Contract  with  respect to which
such Consent is obtained.

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

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

         F. Adverse  Change.  Between the date of this Agreement and the Closing
Date,  there shall have been no Material Adverse Change (as such term is defined
below) in the  Assets  or t-h-e  Station,  including,  without  limitation,  any
damage, destruction or loss (subject to the provisions of Section 6.8) affecting
the Assets.  For purposes of this Agreement,  "Material Adverse Change" shall be
deemed to have  occurred  only if the gross sales of the  Station  from the date
hereof until the Closing Date shall be more than twenty  percent (20%) less than
the Station  during the same period during the prior year.  Notwithstanding  the
previous sentence, if,

                                       21

<PAGE>



during the period  between the date hereof and the Closing Date, the total gross
radio sales in the San Bernardino market, as determined by Miller, Kaplan, Arase
and Co., shall be less than the total radio sales in the San  Bernardino  market
during the same period during the prior year, Material Adverse Change shall only
be deemed to have  occurred  if the gross  sales of the  Station,  from the date
hereof  until the  Closing  Date,  shall have  declined  by more than (i) twenty
percent  (20%)  from the  same  period  during  the  prior  year  plus  (ii) the
percentage  by which the gross  radio  sales have  fallen in the San  Bernardino
market from the date hereof  until the Closing  Date versus the prior year.  Any
format  attack on the Station or decline in ratings of the Station  shall not be
considered a Material Adverse Change.

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

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

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

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

                                    SECTION 8

                         CLOSING AND CLOSING DELIVERIES

          8.1 Closing. The closing shall take place at 10:00 am on a date, to be
set by Buyer,  upon five (5) days  written  notice to Seller,  no later than ten
(10) days following the date upon which the FCC Consent has become a Final Order
(the "Closing Date");  provided,  however,  that Buyer may waive the requirement
for a Final Order and  schedule  the Closing  Date,  with five (5) days  written
notice to Seller, at any time after the receipt of FCC Consent. Closing shall be
held at the offices of Buyer at 116 Huntington Avenue, Boston,

                                       22

<PAGE>



Massachusetts  or such other place as shall be  mutually  agreed to by Buyer and
Seller. In no event shall the closing take place prior to January , 1998.

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

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

         B.  Consents.  The original of each  Consent  marked as  "material"  on
Schedule 3.,;

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

         D. Limited  Partner's  Consent.  A  certificate  executed by all of the
Limited  Partners of Seller  authorizing  and  approving  the  execution of this
Agreement and the  consummation  of the transaction  contemplated  hereby by the
General Partner.

         E.  Certificate  of Good  Standing.  A certificate of good standing for
Amaturo Group of  California,  Ltd. from the State of Florida,  as of a date not
more than  fifteen  (15) days  before the Closing  Date and by Seller's  General
Partner  as of the  Closing  Date  and a copy of  Seller's  Limited  Partnership
Agreement as in effect on the date hereof certified by Seller's General Partner.

         F. Tax.  Lien and Judgment  Searches.  A search for Uniform  Commercial
Code ("UCC"),  lien and judgment  filings in the Secretary of State's records of
the State of  Florida,  and in the  records of those  towns or cities  where the
Assets are located,  such searches having been made no earlier than fifteen (15)
days prior to the Closing Date;

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<PAGE>



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

         H. Noncompetition  Agreement. The Noncompetition Agreement as set forth
in Schedule 6.5; and

         I. Opinions of Counsel. Opinions of Seller's general and communications
counsel,  Cara Ebert Cameron,  P.A., dated as of the Closing Date, and addressed
to Buyer and at Buyer's  directions,  to Buyer's  lenders,  substantially in the
form of Schedule 8.2(i) hereto.

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

         A.  Purchase  Price.  The  Purchase  Price as  provided  in Section 2.3
hereof.

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

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

         D.  Secretary's  Certificate.  A  certificate,  dated as of the Closing
Date,  executed by Buyer's  Secretary:  (i) certifying that the resolutions,  as
attached to such  certificate,  were duly adopted by Buyer's Board of Directors,
authorizing  and approving the execution of this Agreement and the  consummation
of the transaction  contemplated hereby and that such resolutions remain in full
force and effect; and (ii) certifying a copy of the corporate charter,  articles
of  incorporation  and Bylaws of Buyer as in effect on the date hereof and as of
the Closing Date;


                                       24

<PAGE>



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

                                    SECTION 9

                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

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

         B. If the  application  for FCC Consent shall be set for hearing by the
FCC for any reason;

         C. If the  Closing  shall  not have  occurred  on or  before  the first
anniversary of this Agreement.

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

         9.2  Liquidated  Damages.  In the event this Agreement is terminated by
Seller due to a  material  breach by Buyer of its  representations,  warranties,
covenants and other obligations  under this Agreement,  then the Deposit and all
interest  earned thereon shall be retained by Seller as liquidated  damages,  it
being  agreed that the Deposit  shall  constitute  full  payment for any and all
damages suffered by Seller by reason of Buyer's breach of this Agreement.  Buyer
and Seller agree in advance that actual damages would be difficult to

                                       25

<PAGE>



ascertain and that the amount of the Deposit is a fair and  equitable  amount to
reimburse Seller for damages sustained due to Buyer's failure to consummate this
Agreement. In the event of a material breach by Buyer under this Agreement,  all
interest  on or other  proceeds  from the  investment  of the  Deposit  shall be
retained by Seller.

         9.3  Specific  Performance.  The  parties  recognize  that in the event
Seller should refuse to perform under the provisions of this Agreement, monetary
damages alone will not be adequate.  Therefore, in the event Seller shall refuse
to perform  under this  Agreement,  Buyer shall be  entitled to obtain  specific
performance  of the  terms of this  Agreement.  In the  event of any  action  to
enforce  this  Agreement,  Seller  hereby  waives the  defense  that there is an
adequate remedy at law.

         9.4 Legal Fees and Expense. In the event of a default by a party hereto
(the  "Defaulting  Party") which results in the filing of a lawsuit for damages,
specific  performance  or other  remedy,  the other  party (the  "Non-defaulting
Party") shall be entitled to reimbursement by the Defaulting Party of reasonable
legal fees and  expenses  incurred by the  Nondefaulting  Party in the event the
Non-defaulting Party prevails.

                                   SECTION 10

                    SURVIVAL OF REPRESENTATIONS AND WARRANTS
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties  and shall  survive  the  Closing  Date for a period of fifteen  (15)
months (the "Survival  Period").  No claim for indemnification may be made under
this  Section 10 (except for Section  10.3(a) or related  claims  under  Section
10.3(c)) after the expiration of the Survival Period.  Any  investigations by or
on behalf of any party hereto shall not constitute a waiver as to enforcement of
any  representation  or warranty  contained  herein,  except that insofar as any
party has  knowledge of any  misrepresentation  or breach of warranty at Closing
and such  knowledge  is  documented  in writing at Closing,  such party shall be
deemed to have waived such misrepresentation or breach.

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


                                       26

<PAGE>



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

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

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

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

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

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

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

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

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

         A. The  party  claiming  the  indemnification  (the  "Claimant")  shall
promptly  give  notice to the party from whom  indemnification  is claimed  (the
"Indemnifying Party") of any claim, whether between the parties

                                       27

<PAGE>



or brought by a third party, specifying (i) the factual basis for such claim and
(ii) the  amount  of the  claim.  If the claim  relates  to an  action,  suit or
proceeding filed by a third party against  Claimant,  such notice shall be given
by Claimant  within five (5) days after written  notice of such action,  suit or
proceeding was given to Claimant.

         B.  Following  receipt  of notice  from the  Claimant  of a claim,  the
Indemnifying Party shall have thirty (3Q) days to make such investigation of the
claim as the Indemnifying  Party deems necessary or desirable.  For the purposes
of such investigation, the Claimant agrees to make available to the Indemnifying
Party and/or its authorized representative(s) the information relied upon by the
Claimant to substantiate the claim. If the Claimant and the  Indemnifying  Party
agree at or prior to the  expiration  of said  thirty  (30) day  period  (or any
mutually  agreed  upon  extension  thereof) to the  validity  and amount of such
claim,  or if the  Indemnifying  Party  does not  respond  to such  notice,  the
Indemnifying  Party shall immediately pay to the Claimant the full amount of the
claim.  Buyer  shall not be  entitled  to apply any of the  Accounts  Receivable
collected  on behalf of Seller to a claim as to which  Buyer may be  entitled to
indemnification  hereunder.  If the Claimant and the  Indemnifying  Party do not
agree within said period (or any mutually  agreed upon extension  thereof),  the
Claimant may seek appropriate legal remedy.

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

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

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

         F. The indemnification rights provided in Sections 10.2 and 10.3 hereof
shall extend to the shareholders,  directors,  officers,  partners employees and
representatives of the Claimant although for the

                                       28

<PAGE>



purpose of the procedures  set forth in this Section 10.4,  any  indemnification
claims by such parties shall be made by and through the Claimant.

         10.5  Deductible.  The  obligation  of each party to pay any amounts on
account of the  indemnification  provisions  of this  Agreement  (except for (i)
nonperformance  by either Buyer or Seller, as the case may be, under any Assumed
Contract, or (ii) any liability associated with any matter set forth in Schedule
3.16 hereto) shall arise only after,  and only to the extent that, the aggregate
amount  to be paid by the  Indemnifying  Party  on  account  of all  claims  for
indemnification hereunder exceeds Two Hundred-Thousand Dollars ($200,000.00).

         10.6 Exclusive Remedy. No party hereto shall have any liability for any
of the  matters  set forth in Section  10.2 or 10.3,  except  pursuant to and in
accordance with the terms and conditions of this Section 10.

                                   SECTION 11

                                  MISCELLANEOUS

         11.1 Notices. All notices,  demands, and requests required or permitted
to be given under the provisions of this Agreement shall be (i) in writing, (ii)
delivered by personal delivery,  or sent by registered or certified mail, return
receipt  requested deemed to have been given on the date of personal delivery or
the date set forth in the  records  of the  delivery  service  or on the  return
receipt, and (iv) addressed as follows:

If to Seller:

                           Amaturo Group of California, Ltd.
                           3101 North Federal Hwy.
                           Suite 601
                           Fort Lauderdale, Florida 33306-1042



                                       29

<PAGE>



with a copy (which shall not constitute notice) to:

                           Cara Ebert Cameron, Esq.
                           3101 North Federal Hwy.
                           Suite 601
                           Fort Lauderdale, Florida 33306-1042

If to Buyer:

                           American Radio Systems Corp
                           116 Huntington Avenue
                           Boston, Massachusetts 02116
                           Attention: Mr. Steven B. Dodge, CEO

with a copy (which shall not constitute notice) to:

                           American Radio Systems Corp.
                           116 Huntington Avenue
                           Boston, Massachusetts 02116
                           Attention: Michael B. Milsom
                           Vice President and Counsel

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

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<PAGE>



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

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

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

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

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

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

                                       31

<PAGE>



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

         11.9  Counterparts.  This  Agreement  may be  signed  in any  number of
counterparts  with the same effect as if the signature on each such  counterpart
were upon the same instrument.



                                       32

<PAGE>



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

                                          AMATURO GROUP OF CALIFORNIA, LTD.



                                          By:  Joseph C. Amaturo
                                                  General Partner


                                          AMERICAN RADIO SYSTEMS CORP.



                                          By:  Steven B. Dodge
                                                  Chief Executive Officer









                                       33

<PAGE>



                      ADDENDUM TO ASSET PURCHASE AGREEMENT



         This Addendum to ASSET PURCHASE AGREEMENT is dated April__, 1997 by and
between  American  Radio Systems  Corp.,  a Delaware  Corporation  ("Buyer") and
Amaturo Group of California, Ltd. a Florida limited partnership ("Seller").

                                 P R E M I S I S

         A. Seller is the  licensee of and  operates  station  KXEZ,  Riverside,
California. Station KXEZ shares some common facilities with Station KFRG.

           B.  Following  the closing of the  assignment  of license of KFRG and
KXFG from  Seller to Buyer,  Seller and Buyer agree that the two  stations  will
continue to share said facilities  under the terms and conditions  hereafter set
forth.

                                   AGREEMENTS

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

                                    SECTION 1
                                TRANSMITTER SITE

           1. KXEZ and KFRG utilize a common generator at the transmitter  site.
The  generator  shall be included in the  Personal  Property  conveyed to Buyer.
Station  KXEZ  shall  continue  to  utilize  the  generator  or any  replacement
generator  so long as it is in  service  at the site.  Seller  or any  successor
licensee of KXEZ shall pay its prorata share of the cost of fuel and maintenance
as may be billed from time to time by Seller.

           2. The  transmitter  buildings  of  stations  KXEZ and KFRG are cross
connected to the  electrical  service at the site. In the event that one station
loses its electrical service it can tap into the electrical service of the other
until power is restored.

           3.   Station   KXEZ  and  KFRG  utilize  a  single  tower  for  their
transmitting and communications  antennas. The easement for the tower site shall
be assigned to Buyer at Closing,  however  Seller or any  successor  licensee of
KXEZ  shall pay 1/2 of the annual  easement  fee  ($50.00)  and 1/2 of the tower
maintenance  costs  as may be  billed  from  time  to time  by  Seller,  for its
continued use of the tower.

           At  Closing  Seller  and Buyer  shall  enter  into a mutual  easement
agreement for the use of the generator,  electrical service cross connection and
the tower.



                                                       

<PAGE>


                                    SECTION 2
                                   STUDIO SlTE

           Following the closing, Buyer and seller shall enter into an agreement
whereby  Station KXEZ so long as it is licensed to Seller or Seller's  affiliate
Amaturo  Group of L. A., Ltd. may locate its Main Studios as defined by the FCC,
at the KFRG studios in Colton,  Ca. without charge to Seller. It is specifically
understood  that only KXEZ's General Manager will be assigned to that office and
that the  programming  for KXEZ will  originate from another  location,  and any
utilization of the broadcast  studios at the Colton  location will only be in an
emergency.  Seller shall provide its own phone lines, but Buyer's personnel will
answer incoming calls, if necessary.

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

                                        AMATURO GROUP OF CALIFORNIA, LTD.



                                        By:___________________________________
                                              Joseph C Amaturo, General Partner

                                        AMERICAN RADIO SYSTEMS CORP.


                                        By:___________________________________