Exhibit 10.88

                            ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into as of the 18th day of October,  1996 by and between  AMERICAN RADIO SYSTEMS
CORPORATION,  a Delaware corporation  ("Seller"),  and TRIATHLON BROADCASTING OF
OMAHA,   INC.,   a  Delaware   corporation   ("Buyer"),   under  the   following
circumstances;

          WHEREAS,  Seller owns and operates radio stations KFAB-AM and KGOR(FM)
licensed to Omaha, Nebraska (collectively, the "Stations"), pursuant to licenses
issued by the Federal Communications Commission (the "FCC"); and

          WHEREAS,  Seller desires to sell and Buyer desires to purchase certain
assets  and  assume  certain  liabilities  associated  with  the  ownership  and
operation of the Stations,  all on the terms and subject to the  conditions  set
forth herein; and

          NOW, THEREFORE, the parties hereby agree as follows:

                                    ARTICLE 1
                               PURCHASE OF ASSETS


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         1.1 Transfer of Assets. On the Closing Date, Seller shall sell, assign,
transfer and convey to Buyer,  and Buyer shall  purchase and assume from Seller,
all of the assets, properties, interests and rights of Seller of whatsoever kind
and nature, real and personal,  tangible and intangible,  owned or leased by the
Seller as the case may be, which are used or held for use by or relate  directly
to the  Stations  as the same  shall  exist on the  Closing  Date (the  "Station
Assets"),  including but not limited to the following  (but excluding the assets
specified in Section 1.2 hereof):

                  1.1.1 all of Seller's  rights in and to the licenses,  permits
and other authorizations issued to Seller by any governmental authority and used
directly in, or relating directly to, the conduct of the business and operations
of the  Stations,  including  those  issued  by the FCC  (the  latter  hereafter
referred to as the "Station  Licenses")  and as described  more fully in Section
7.4, along with renewals or  modifications of such items between the date hereof
and  the  Closing  Date as well as all of  Seller's  rights  in and to the  call
letters "KFAB-AM and KGOR (FM)";


                  1.1.2 all  equipment,  office  furniture and fixtures,  office
materials  and  supplies,  inventory,  spare parts and other  tangible  personal
property of every kind and description, owned, leased or held by Seller and used
in the conduct of the business and  operations  of the  Stations,  and which are
described  more fully in Section 7.7,  together with any  replacements  of equal
quality  thereof and  additions  thereto,  made  between the date hereof and the
Closing Date, and less any retirements or dispositions  thereof made between the
date  hereof  and the  Closing  Date in the  ordinary  course  of  business  and
consistent with past practices of the Seller;


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                  1.1.3 all of  Seller's  rights in and  under  such  contracts,
agreements or leases,  written or oral,  relating directly or exclusively to the
conduct of the Stations  ("Contracts"),  and which are  described  more fully in
Sections 7.7, 7.8 and 7.9,  together with all Contracts entered into or acquired
by Seller between the date hereof and the Closing Date in the ordinary course of
business and consistent with the terms of this Agreement;

                  1.1.4 all of Seller's  rights in any programs and  programming
material  of  whatever  form or nature  owned by Seller  and used  directly  and
exclusively in, or relating directly and exclusively to, the Stations;

                  1.1.5 all of Seller's rights in and to the  trademarks,  trade
names,  service  marks,  franchises,  copyrights,  including  registrations  and
applications  for  registration  of any of them,  jingles,  logos and slogans or
licenses to use same owned or held by it and used directly and  exclusively  in,
or  relating  directly  and  exclusively  to, the  conduct of the  business  and
operations of the Stations,  as described  more fully in Section 7.12,  together
with any associated good will and any additions  thereto between the date hereof
and the Closing Date;

                  1.1.6 all of Seller's rights in and to the files, records, and
books of account of the  Stations  including,  without  limitation,  programming
information and studies,  technical  information and engineering  data, news and
advertising studies or consulting reports, marketing and demographic data, sales
correspondence,  lists of advertisers,  promotional materials,  credit and sales
reports and filings with the FCC, executed copies of all written Contracts to be
assigned  hereunder,  logs and commercially  available  software programs to the
extent the same


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are transferable by Seller; provided, however, that Seller shall for a period of
three (3) years  following  the Closing Date have access to all of the foregoing
for audit,  inspection and  duplication by Seller or its designees,  at Seller's
expense, upon reasonable prior notice during normal business hours;

                  1.1.7 all of Seller's rights under manufacturers' and vendors'
warranties  relating to items  included  in the  Station  Assets and all similar
rights against third parties  relating to items included in the Station  Assets;
and

          The Station Assets shall be transferred to Buyer free and clear of all
debts, security interests, mortgages, trusts, claims, pledges, conditional sales
agreements or other liens, liabilities and encumbrances  whatsoever,  other than
informational  filings made by equipment  lessors  under the Uniform  Commercial
Code.

         1.2 Excluded Assets. Notwithstanding anything to the contrary contained
herein, it is expressly  understood and agreed that the Station Assets shall not
include the following  assets along with all rights,  title and interest therein
which shall be referred to as the "Excluded Assets":

                  1.2.1 all cash, cash  equivalents or similar type  investments
of Seller, such as certificates of deposit,  Treasury bills and other marketable
securities on hand and/or in banks;




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                  1.2.2 all tangible and intangible  personal  property disposed
of or  consumed  in the  ordinary  course of  business  between the date of this
Agreement and the Closing Date, or as permitted under the terms hereof;

                  1.2.3 all Contracts  that have  terminated or expired prior to
the Closing Date in the ordinary course of business or as permitted hereunder;

                  1.2.4  Seller's   corporate   seal,   minute  books,   charter
documents,  corporate  stock  record  books and such other  books and records as
pertain to the  organization,  existence or share  capitalization  of Seller and
duplicate  copies of such records as are  necessary to enable Seller to file its
tax returns and reports as well as any other  records or  materials  relating to
Seller generally and not involving specific aspects of the Stations's operation;

                  1.2.5  Contracts of insurance  and all  insurance  proceeds or
claims made by Seller  relating to property or equipment  repaired,  replaced or
restored by Seller prior to the Closing Date;

                  1.2.6 any and all other  claims made by Seller with respect to
transactions  prior to the Closing Date and the  proceeds  thereof to the extent
Seller has expended funds or incurred a loss relating to same;

                  1.2.7 all pension, profit sharing or cash or deferred (Section
401(k)) plans and trusts and the assets thereof and any other  employee  benefit
plan or arrangement and the assets thereof,  if any, maintained by Seller or its
parent organization; and


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                  1.2.8  any books and records relating to any of the foregoing.

                  1.2.9 all accounts  receivable  or notes  receivable of Seller
for services performed or provided by Seller prior to the Closing Date;

                                    ARTICLE 2
                            ASSUMPTION OF OBLIGATIONS

         2.1  Assumption  of  Obligations.  Subject  to the  provisions  of this
Section 2.1,  Section 2.2 and Section 3.4, on the Closing Date, Buyer shall only
assume and undertake to pay, satisfy or discharge the  liabilities,  obligations
and  commitments  of Seller  arising  under  (i) the  Station  Licenses  and the
Contracts  described  more fully in Sections  7.7,  7.8 and 7.9;  (ii) all other
Contracts of Seller  arising in the ordinary  course of business and  consistent
with past practices between the date hereof and the Closing Date, including, but
not limited to, all contracts for the sale of advertising  time for cash arising
in the  ordinary  course of  business  of Seller or (to the  extent set forth in
Sections  3.4.1 and Sections  3.4.2) for  consideration  other than cash such as
merchandise,  services or promotional  consideration ("Trade Agreements") as the
same may exist or arise in the ordinary course of business;  and (iii) any other
Contracts  entered into between the date hereof and the Closing Date which Buyer
expressly  agrees in writing to assume.  All of the  foregoing  liabilities  and
obligations   shall  be  referred  to  herein   collectively   as  the  "Assumed
Liabilities".

         2.2  Limitation.  Except  as set forth in  Section  2.1  hereof,  Buyer
expressly  does not,  and shall not,  assume or be deemed to assume,  under this
Agreement or otherwise by reason of the


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transactions contemplated hereby, any liabilities, obligations or commitments of
Seller  of  any  nature  whatsoever.  Without  limiting  the  generality  of the
foregoing,  except as set forth in  Section  2.1,  Buyer  shall not assume or be
liable for any liability or obligation of Seller  arising out of any contract of
employment,  collective bargaining agreement,  insurance,  pension,  retirement,
deferred  compensation,  incentive  bonus or profit sharing or employee  benefit
plan or trust, or any judgment, litigation, proceeding or claim by any person or
entity  relating  to the  business or  operation  of the  Stations  prior to the
Closing Date, whether or not such judgment,  litigation,  proceeding or claim is
pending, threatened or asserted before, on or after the Closing Date.

                                    ARTICLE 3
                                  CONSIDERATION

         3.1 Purchase Price. The aggregate  consideration (the "Purchase Price")
for the  transfer  of the  Station  Assets from the Seller to the Buyer shall be
Thirty-Nine Million Dollars ($39,000,000), plus the assumption at Closing of the
Assumed Liabilities.

         3.2 Payment. Buyer shall pay to Seller the Purchase Price at Closing by
wire transfer in immediately  available funds of the sum of to a bank designated
in writing by Seller.

         3.3 Escrow Account.  Buyer shall deposit an irrevocable stand-by letter
of credit in the sum of Two Million Dollars  ($2,000,000) into an escrow account
(the "Escrow  Account")  with Media  Venture  Partners,  to be held in escrow in
accordance  with the  terms of an  escrow  agreement  (the  "Escrow  Agreement")
between the parties substantially in the form of Exhibit A hereto.


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         3.4      Proration of Revenue and Expenses.

                  3.4.1  Except  as  otherwise  provided  herein,  all  expenses
incurred  and all revenue  earned  arising  from the conduct of the business and
operations  of the  Stations  shall be  prorated  between  Buyer  and  Seller in
accordance with generally accepted accounting principles as of 11:59 p.m., local
time, on the date immediately  preceding the Closing Date. Such prorations shall
include,  without  limitation,  all ad valorem,  real estate and other  property
taxes (but  excluding  taxes  arising by reason of the  transfer  of the Station
Assets as contemplated hereby, which shall be paid as set forth in Article 13 of
this  Agreement),  business  and  license  fees,  music and other  license  fees
(including  any  retroactive   adjustments  thereof),   wages  and  salaries  of
employees,  including accruals up to the Closing Date for bonuses,  commissions,
vacations and sick pay, and related payroll taxes, utility expenses,  time sales
agreements,  contracts for the sale of advertising for consideration  other than
cash ("Trade  Agreements") to the extent provided in Section 3.4.2 hereof, rents
and  similar  prepaid and  deferred  items  attributable  to the  ownership  and
operation of the Stations.  Real estate taxes shall be  apportioned on the basis
of taxes assessed for the preceding year, with a reapportionment  as soon as the
new tax rate and valuation can be ascertained.

                  3.4.2 Buyer and Seller  agree that Buyer shall only assume and
be liable for  performing  the Stations'  post-closing  obligations  under Trade
Agreements in an amount equal to the Base Trade Component (as defined below). To
the  extent  that  the  aggregate  value  by which  the  Stations'  post-closing
obligations  under Trade Agreements for the sale of advertising time exceeds the
aggregate  value of the goods,  services  or other  items to be  received by the
Stations


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after the  Closing  by more than the Base Trade  Component  (the  "Excess  Trade
Balance"),  the Seller  shall  remain  liable for the amount of the Excess Trade
Balance.  For purposes of this Agreement,  the "Base Trade  Component"  shall be
TWENTY THOUSAND DOLLARS ($20,000.00).

                  3.4.3 The  prorations  and  adjustments  contemplated  by this
Section,  to the extent  practicable,  shall be made on the Closing  Date. As to
those prorations and adjustments not capable of being ascertained on the Closing
Date, an adjustment and proration shall be made within ninety (90) calendar days
of the Closing Date.

                  3.4.4 In the event of any  disputes  between the parties as to
such  adjustments,  the amounts not in dispute shall  nonetheless be paid at the
time  provided in Section  3.4.3 and such  disputes  shall be  determined  by an
independent  certified public accountant mutually acceptable to the parties, and
the fees and expenses of such  accountant  shall be paid  one-half by Seller and
one-half by Buyer.

                                    ARTICLE 4
                                     CLOSING

         4.1  Closing.  Except as otherwise  mutually  agreed upon by Seller and
Buyer, the consummation of the transactions  contemplated herein (the "Closing")
shall occur within ten (10) business  days  following the date on which the last
of the FCC Consents (as defined in Section 5.1 ) shall have become a Final Order
(as defined below),  unless Buyer in its sole  discretion  shall have waived the
condition that such consent shall have become final (the


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"Closing  Date").  For purposes of this  Agreement,  the FCC  Consents  shall be
deemed  to be a Final  Order  when (i) they  have  not been  vacated,  reversed,
stayed, set aside,  annulled or suspended;  (ii) they are not the subject of any
pending   timely   appeal,   request  for  stay  or  petition   for   rehearing,
reconsideration  or  review by any  party or by the FCC on its own  motion;  and
(iii)  they are  actions  by the FCC as to which  the time for  filing  any such
appeal,  request,  petition or similar  document or for the  reconsideration  or
review by the FCC on its own motion under the Communications Act of 1934 and the
rules and regulations of the FCC has expired.  The Closing shall be held at such
offices as shall be specified by Buyer in New York City.

                                    ARTICLE 5
                              GOVERNMENTAL CONSENTS

         5.1 FCC Consents. It is specifically understood and agreed by Buyer and
Seller that the  Closing and the  assignment  of the  Station  Licenses  and the
transfer of the Station Assets is expressly conditioned on and is subject to the
prior consent and approval of the FCC and any reasonably  acceptable  conditions
imposed in such  approval,  which  conditions  are not deemed,  in Buyer's  sole
judgement,  material or adverse to Buyer's interest in the Station Assets or, in
the  Seller's  sole  judgement,  materially  adverse  to the  Seller  (the  "FCC
Consents").

         5.2 FCC Application. Seller and Buyer shall hereafter file with the FCC
the  requisite  applications  for  assignment  of  the  Station  Licenses  ("FCC
Applications")  from Seller to Buyer within ten (10) business days following the
date of this  Agreement.  Buyer shall have the right to make such  amendments to
the FCC  Applications as shall be necessary to reflect changes that may occur in
the structure of Buyer so long as such amendments do not materially delay the


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processing  time of such FCC  Applications.  Thereafter,  Seller and Buyer shall
prosecute the FCC Applications  with all reasonable  diligence and otherwise use
their best efforts to obtain the grant of the FCC  Applications as expeditiously
as  practicable  (but  neither  Seller nor Buyer  shall have any  obligation  to
satisfy  complainants or the FCC by taking any steps which would have a material
adverse effect upon Seller or Buyer or upon any affiliated  entity).  If the FCC
Consents  impose any condition on either party hereto,  such party shall use its
best  efforts to comply with such  condition;  provided,  however,  that neither
party shall be required hereunder to comply with any condition that would have a
material adverse effect upon it or any affiliated  entity. If reconsideration or
judicial  review is sought with respect to the FCC Consents,  the party affected
shall  vigorously  oppose such efforts for  reconsideration  or judicial review;
provided,  however,  that  nothing  herein  shall be  construed  to limit either
party's right to terminate this Agreement pursuant to Article 17 hereof.

         5.3 HSR Act.  Within  seven (7)  business  days  from the date  hereof,
Seller and Buyer shall make any  filings as may be  required  under the HSR Act.
Each party  shall  furnish to the other  party such  necessary  information  and
reasonable  assistance  as such  party  shall  request  in  connection  with its
preparation  of any  necessary  filings under the HSR Act. Each party shall keep
the other party  informed of the status of any  inquiries  made of such party by
the  Federal  Trade  Commission  or any  other  Antitrust  Division  of the U.S.
Department of Justice or any other governmental agency or authority with respect
to this Agreement or the transactions  contemplated  hereby.  The parties hereby
acknowledge  that in  making  such  filings,  the  parties  will be  relying  on
information provided by the other party without independent  investigation.  The
Seller and the Buyer agree to request early  termination of the waiting  periods
under the HSR Act.


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                                    ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer hereby makes the  following  representations  and  warranties  to
Seller, each of which is true and correct on the date hereof,  shall remain true
and correct  through and including the Closing Date,  shall be unaffected by any
notice to Seller other than in the Disclosure  Schedule (as defined  herein) and
shall survive the Closing to the extent provided in Section 16.4.


         6.1 Organization  and Standing.  Buyer is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
and as of the Closing  Date Buyer shall be duly  qualified to do business and be
in good standing in the State of Nebraska.

         6.2 Authorization and Binding Obligation. Buyer has all necessary power
and  authority to enter into and perform  this  Agreement  and the  transactions
contemplated  hereby, and to own or lease the Station Assets and to carry on the
business of the Stations as they are now being conducted, and Buyer's execution,
delivery and  performance  of this Agreement and the  transactions  contemplated
hereby  have been duly and validly  authorized  by all  necessary  action on its
part.  This  Agreement  has been duly  executed and  delivered by Buyer and this
Agreement  constitutes,  and the other  agreements  to be executed in connection
herewith will constitute, the valid and binding obligation of Buyer, enforceable
in accordance with their terms,  except as limited by laws affecting  creditors'
rights or equitable principles generally.



<PAGE>



         6.3 Absence of Conflicting  Agreements or Required Consents.  Except as
set  forth in  Article 5 hereof  with  respect  to  governmental  consents,  the
execution,  delivery and  performance of this  Agreement by Buyer:  (a) does not
require the consent of any third party; (b) will not violate any applicable law,
judgment,  order,  injunction,   decree,  rule,  regulation  or  ruling  of  any
governmental authority to which Buyer is a party; and (c) will not, either alone
or with the giving of notice or the  passage of time,  or both,  conflict  with,
constitute  grounds  for  termination  of or result  in a breach  of the  terms,
conditions  or  provisions  of, or constitute a default  under,  any  agreement,
instrument, license or permit to which Buyer is now subject.

         6.4  Litigation  and  Compliance  with  Law.  There  is no  litigation,
administrative,  arbitration  or other  proceeding,  or  petition,  complaint or
investigation  before any court or governmental  body,  pending against Buyer or
any of its principals that would adversely affect Buyer's ability to perform its
obligations  pursuant  to this  Agreement  or the  agreements  to be executed in
connection  herewith.  There is no violation of any law, regulation or ordinance
or any other  requirement of any  governmental  body or court which would have a
material  adverse  effect on Buyer or its  ability  to perform  its  obligations
pursuant to this  Agreement  or the  agreements  to be  executed  in  connection
herewith.

         6.5 FCC  Qualification.  To the best of Buyer's  knowledge,  Buyer is a
qualified  assignee of the Station  Licenses under the rules and  regulations of
the FCC and the Communications Act of 1934 as amended.

         6.6 Full Disclosure. To best of Buyer's knowledge, no representation or
warranty made by Buyer herein nor any certificate,  document or other instrument
furnished or to be furnished by


<PAGE>



Buyer  pursuant  hereto (a) contains or will  contain any untrue  statement of a
material fact made intentionally or in bad faith, or (b) intentionally or in bad
faith omits or will omit to state any material  fact known to Buyer and required
to make the statements herein or therein not misleading.

                                    ARTICLE 7
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller hereby makes the  following  representations  and  warranties to
Buyer,  each of which is true and correct on the date hereof,  shall remain true
and correct to and including the Closing Date, shall be unaffected by any notice
to Buyer other than in the  Disclosure  Schedule  (as defined  herein) and shall
survive the Closing to the extent provided in Section 16.4. Such representations
and warranties are subject to, and qualified by, any fact or facts  disclosed in
the appropriate section of the separate Disclosure Schedule which is hereby made
a part of this Agreement (the "Disclosure Schedule").

         7.1 Organization and Standing.  Seller is a corporation duly organized,
validly  existing and in good standing  under the laws of the State of Delaware,
is duly  qualified to do business in the State  Nebraska  and has the  corporate
power and authority to own, lease and operate the Station Assets and to carry on
the  business  of the  Stations  as now being  conducted  and as  proposed to be
conducted by Seller between the date hereof and the Closing Date.

         7.2  Authorization  and Binding  Obligation.  Seller has the  corporate
power  and  authority  to  enter  into  and  perform  this   Agreement  and  the
transactions contemplated hereby, and Seller's


<PAGE>



execution,  delivery and  performance of this  Agreement,  and the  transactions
contemplated  hereby  have been duly and  validly  authorized  by all  necessary
corporate  action  on its  part.  This  Agreement  has been  duly  executed  and
delivered  by Seller and this  Agreement  and the  agreements  to be executed in
connection  herewith will constitute the valid and binding  obligation of Seller
enforceable in accordance with their terms,  except as limited by laws affecting
the enforcement of creditor's rights or equitable principles generally.

         7.3 Absence of Conflicting  Agreements or Required Consents.  Except as
set forth in Article 5 hereof with respect to  governmental  consents and as set
forth in Sections  7.7, 7.8 or 7.9 of the  Disclosure  Schedule  with respect to
consents  required in connection with the assignment of certain  Contracts,  the
execution,  delivery and  performance of this Agreement by Seller:  (a) does not
require the consent of any third party; (b) will not violate any applicable law,
judgment,  order,  injunction,   decree,  rule,  regulation  or  ruling  of  any
governmental  authority to which Seller is a party or by which it or the Station
Assets are bound; (c) will not, either alone or with the giving of notice or the
passage of time, or both,  conflict with,  constitute grounds for termination of
or result in a breach of the terms, conditions or provisions of, or constitute a
default under, any Contract, agreement,  instrument,  license or permit to which
Seller or the  Station  Assets is now  subject;  and (d) will not  result in the
creation of any lien, charge or encumbrance on any of the Station Assets, except
to the  extent  that any such  matter or  matters  referred  to in sub parts (a)
through (d) would not in the  aggregate  have a material  adverse  effect on the
Buyer.

         7.4 Government  Authorizations.  Section 7.4 of the Disclosure Schedule
contains a true and complete  list of the Station  Licenses  and other  material
licenses,  permits or other  authorizations  from  governmental  and  regulatory
authorities which are required for the lawful conduct of the


<PAGE>



business  and  operations  of the  Stations in the manner and to the full extent
they are  presently  conducted.  Seller is the  authorized  legal  holder of the
Station Licenses and other licenses,  permits and authorizations  listed in said
Section 7.4,  none of which is subject to any  restrictions  or condition  which
would limit in any respect the full  operation of the Stations as now  operated.
Except as set forth in said Section 7.4 of the Disclosure Schedule, there are no
applications,  complaints  or  proceedings  pending  or, to the best of Seller's
knowledge,  threatened  as of the date  hereof  before the FCC  relating  to the
business or operations of the Stations  other than  applications,  complaints or
proceedings  which  generally  affect  the  broadcasting  industry.  Seller  has
delivered to Buyer true and complete copies of the Station  Licenses,  including
any and all amendments and other  modifications  thereto.  The Station  Licenses
listed in said  Section 7.4 are in good  standing,  are in full force and effect
and are  unimpaired by any act or omission of Seller or its officers,  directors
or employees; and the operation of the Stations is materially in accordance with
the Station Licenses and the underlying construction permits. No proceedings are
pending or, to the  knowledge  of Seller,  are  threatened  with  respect to the
Station Licenses which may result in the revocation,  modification,  non-renewal
or  suspension  of  any of the  Station  Licenses,  the  denial  of any  pending
applications,  the issuance of any cease and desist order, the imposition of any
administrative  actions by the FCC with respect to the Station Licenses or which
may affect  Buyer's  ability to  continue  to operate  the  Stations as they are
currently  operated.  Seller has no reason to believe that the Station  Licenses
will not be renewed in their ordinary course.  All material  reports,  forms and
statements  required  to be filed by  Seller  with the FCC with  respect  to the
Stations  since the grant of the last renewal of the Station  Licenses have been
filed and are  substantially  complete and  accurate.  To the best  knowledge of
Seller,  there are no facts  which,  under the  Communications  Act of 1934,  as
amended,  or the existing Rules and  Regulations  of the FCC,  would  disqualify
Seller as an assignor of the Station Licenses.



<PAGE>



         7.5 Compliance with FCC Regulations.  The operation of the Stations and
all of the Station  Assets are in compliance  in all material  respects with (i)
all  material  applicable   engineering  standards  required  to  be  met  under
applicable  FCC  rules,  and  (ii)  all  other  applicable  rules,  regulations,
requirements  and  policies  of the FCC,  including,  but not  limited  to, ANSI
Radiation  Standards  C95.1  -  1982  to the  extent  required  to be met  under
applicable FCC rules and regulations;  and there are no existing claims known to
Seller to the contrary.

         7.6  Taxes.  Except  as set  forth  on  Section  7.6 of the  Disclosure
Schedule,  Seller  has filed all  federal,  state,  local  and  foreign  income,
franchise,  sales, use, property, excise, payroll and other tax returns required
by law and has paid in full all taxes, estimated taxes,  interest,  assessments,
and penalties due and payable in connection  with its operation of the Stations.
All  returns  and  forms  which  have been  filed in  connection  with  Seller's
operation  of the Stations  have been true and correct in all material  respects
and no tax or other  payment  in a material  amount  other than as shown on such
returns and forms are  required  to be paid and have been paid by Seller.  There
are no present disputes as to taxes of any nature payable by Seller which in any
event  could  materially  adversely  affect  any of the  Station  Assets  or the
operation of the Stations.

         7.7 Personal Property.

                  7.7.1 Section 7.7 of the Disclosure  Schedule  contains a list
of all material  tangible  personal  property and assets owned and leased by the
Seller and used  primarily  or  exclusively  in the conduct of the  business and
operations of the Stations.  Except as may be subject to lease agreements of the
Seller (the "Personal Property  Contracts"),  Seller owns and has, and will have
on the Closing Date, good and marketable  title to all such property (and to all
other tangible personal property and


<PAGE>



assets to be transferred to Buyer  hereunder),  and none of such property is, or
at the Closing will be,  subject to any  security  interest,  mortgage,  pledge,
conditional  sales agreement or other lien or  encumbrance.  All of the material
items of the  tangible  personal  property  and assets  included  in the Station
Assets are in all material respects in good operating  condition  (ordinary wear
and tear  excepted)  and are  available  for immediate use in the conduct of the
business and  operations  of the  Stations.  All material  technical  equipment,
constituting a part of the tangible personal property transferred hereunder, has
been  maintained in accordance  with industry  practice and is in good operating
condition and complies in all material  respects with all  applicable  rules and
regulations  of the FCC and the terms of the Station  Licenses.  The  properties
listed in said Section 7.7 include all such  properties  necessary to conduct in
all  material  respects  the  business  and  operations  of the  Stations as now
conducted.

                  7.7.2 The Personal  Property  Contracts listed on such Section
7.7  constitute  valid and  binding  obligations  of Seller  and, to the best of
Seller's knowledge, of all other persons purported to be parties thereto and are
in full force and  effect as of the date  hereof  and will on the  Closing  Date
constitute valid and binding  obligations of Seller and, to the best of Seller's
knowledge,  of all other persons purported to be parties thereto and shall be in
full  force and  effect.  Seller is not in  default  under any of such  Personal
Property  Contracts and has not received or given written  notice of any default
thereunder  from  or to  any of the  other  parties  thereto.  Seller  will  use
reasonable  efforts to obtain valid and binding  third-party  consents  from all
required  third  parties to the Personal  Property  Contracts to be conveyed and
assigned to Buyer as part of the Station Assets,  so as to insure the Buyer will
enjoy all of the privileges of Seller thereunder. Except as set forth in Section
7.7 of the  Disclosure  Schedule,  Seller has full legal power and  authority to
assign its rights under the Personal  Property  Contracts to Buyer in accordance
with this Agreement on terms and conditions no less


<PAGE>



favorable than those in effect on the date hereof,  and such assignment will not
affect  the  validity,  enforceability  and  continuity  of any of the  Personal
Property Contracts.

         7.8 Real Property.

                  7.8.1  Section  7.8  to the  Disclosure  Schedule  contains  a
complete  and accurate  list of all real  property  owned  and/or  leased by the
Seller and used  primarily or  exclusively  by the Stations and all  agreements,
leases and contracts of Seller relating to the tower,  transmitter,  studio site
and offices of the Stations  (collectively  the "Real Estate  Contracts")  and a
summary of the applicable leases.

                  7.8.2 The Real  Estate  Contracts  listed on such  Section 7.8
constitute valid and binding  obligations of Seller and, to the best of Seller's
knowledge,  of all other persons purported to be parties thereto and are in full
force and effect as of the date hereof and will on the Closing  Date  constitute
valid and binding  obligations of Seller and, to the best of Seller's knowledge,
of all other persons  purported to be parties thereto and shall be in full force
and effect. Seller is not in default under any of such Real Estate Contracts and
has not received or given written  notice of any default  thereunder  from or to
any of the other parties thereto.  Seller will use reasonable  efforts to obtain
valid and binding  third-party  consents from all required  third parties to the
Real  Estate  Contracts  to be  conveyed  and  assigned  to Buyer as part of the
Station  Assets,  so as to insure that Buyer will enjoy all of the privileges of
Seller  thereunder.  Except  as set  forth  in  Section  7.8  of the  Disclosure
Schedule,  Seller has full legal power and  authority to assign its rights under
the Real Estate  Contracts to Buyer in accordance  with this  Agreement on terms
and conditions no less


<PAGE>



favorable than those in effect on the date hereof,  and such assignment will not
affect the  validity,  enforceability  and  continuity of any of the Real Estate
Contracts.

         7.9  Contracts.  Section  7.9  of the  Disclosure  Schedule  lists  all
Contracts as of the date of this  Agreement  which shall be assumed by the Buyer
as of the Closing Date,  except contracts entered into in the ordinary course of
business (i) of less than three (3) months  duration  and which impose  monetary
obligations of less than Five Thousand  Dollars  ($5,000) each or Fifty Thousand
Dollars  ($50,000)  in the  aggregate,  (ii)  for  the  sale or  sponsorship  of
broadcast  time on the  Stations  for  cash,  for which no  prepayment  has been
received  and with not more than twelve (12) months  remaining  in their  terms,
(iii)  contracts  which are currently  scheduled to expire prior to Closing Date
and for which Buyer will assume no obligations or (iv) Trade Agreements  subject
to the  limitations set forth in Section 3.4.2.  Those  Contracts  requiring the
consent of a third party to assignment which Seller and Buyer agree are critical
to the consummation of the transactions  contemplated hereby shall be identified
as  "Material  Contracts"  on  the  Disclosure  Schedules.  Notwithstanding  the
foregoing,  if it is  discovered  before  Closing  that Seller  failed to list a
contract in said Section 7.9 which was required to be listed, then the Buyer may
elect in its sole discretion to accept or reject such contract.

         7.10  Status  of  Contracts.  Except  as  noted in  Section  7.9 of the
Disclosure  Schedule,  Seller has delivered to Buyer true and complete copies of
all written Contracts,  including any and all amendments and other modifications
to such Contracts. All Contracts are valid, binding and enforceable by Seller in
accordance  with their  respective  terms,  except as limited by laws  affecting
creditors'  rights or equitable  principles  generally.  To the best of Seller's
knowledge,  Seller has complied in all material  respects with all Contracts and
is not in default beyond any


<PAGE>



applicable  grace periods under any of the Contracts,  and no other  contracting
party is in default under any of the  Contracts.  Except as set forth in Section
7.9 of the  Disclosure  Schedule,  Seller has full legal power and  authority to
assign its  respective  rights under the Contracts to Buyer in  accordance  with
this Agreement on terms and conditions no less favorable than those in effect on
the  date  hereof,   and  such   assignment   will  not  affect  the   validity,
enforceability and continuity of any of the Contracts.

         7.11 Environmental  Matters.  Seller has not unlawfully disposed of any
hazardous  waste or  hazardous  substance  including  Polychlorinated  Byphenyls
("PCBs") in a manner which has caused, or could cause, Buyer to incur a material
liability under applicable law in connection therewith; and Seller warrants that
the technical equipment included in the Station Assets does not contain any PCBs
which are required by law to be removed and if any equipment  does contain PCBs,
that such equipment is stored and maintained in compliance  with applicable law.
To the best of Seller's knowledge,  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. No hazardous waste has been disposed of
by Seller,  and to the best of Seller's  knowledge,  no hazardous waste has been
disposed of by any other person,  on the real estate occupied by the Stations or
their  transmitters.  As used herein,  the term "hazardous  waste" shall mean as
defined in the Resource  Conservation  and Recovery Act (RCRA) as amended and in
the  equivalent  state  statute  under the law of the  state in which  such real
estate is located.  In the event that any of the real property to be transferred
hereunder has a potential  material  environmental  liability,  whether fixed or
contingent,  and such liability costs less than Three Hundred  Thousand  Dollars
($300,000)  to cure  (whether by cleaning  the  environmental  contamination  or
moving the Station


<PAGE>



Assets on such  property),  Seller shall promptly begin remedial  action to cure
the condition giving rise to such liability and shall either cure such condition
prior to  Closing or reduce the  Purchase  Price by the amount  agreed to by the
parties as being  adequate to cure such  condition.  However,  in the event such
remedial  action is likely to cost  Seller in excess of Three  Hundred  Thousand
Dollars  ($300,000),  Buyer or Seller  may  terminate  this  Agreement  prior to
Closing and neither  party shall have any  liability to the other as a result of
such  termination,  other than the  release of the Escrow  Account to the Buyer,
unless:  (a) Seller shall at its sole expense cure the condition  giving rise to
such  liability  prior to  Closing;  (b) Buyer will  accept a  reduction  in the
Purchase  Price by the amount agreed to by the parties as being adequate to cure
such condition in no event less than Three Hundred Thousand Dollars  ($300,000);
or (c)  as to  contingent  liabilities,  Seller  shall  provide  (i)  collateral
acceptable to the Buyer or a security bond in such reasonably adequate amount as
shall be sufficient to cover such liability,  which  collateral or security bond
shall  remain  in place for a period of  twenty  (20)  years  from and after the
Closing,  or (ii) such other resolution  mutually agreed to by the Buyer and the
Seller and reasonably acceptable to Buyer's financing sources.

         7.12  Copyrights, Trademarks  and Similar  Rights.  Section 7.12 of the
Disclosure  Schedule is a true and complete list, in all material  respects,  of
all copyrights, trademarks, trade names, licenses, patents, permits, jingles and
other similar intangible property rights and interests applied for, issued to or
owned by the Seller or under which Seller is a licensee or  franchisee  and used
exclusively  or primarily in the conduct of the business and  operations  of the
Stations referred to in Section 1.1.5 hereof

         All of such rights and interests  are issued to or owned by Seller,  or
if licensed or  franchised  to Seller,  to the best of Seller's  knowledge,  are
valid and in good standing and


<PAGE>



uncontested.  Seller has  delivered  or made  available  to Buyer  copies of all
material  documents,  if  any,  establishing  such  rights,  licenses  or  other
authority.  Seller has  received no written  notice and has no  knowledge of any
infringements or unlawful use of such property. The properties listed in Section
7.12 of the Disclosure Schedule include all such properties necessary to conduct
in all material  respects the  business  and  operations  of the Stations as now
conducted.

         7.13  Financial  Statements.  Seller has  delivered  to Buyer  complete
copies of the  operating  income  statements  for the  Stations  for years ended
December  31, 1994 and 1995,  and for the six month  period  ended June 30, 1996
(the "Financial Statements").  The Financial Statements accurately represent and
present  fairly the financial  condition and results of operations of the Seller
for the periods indicated.  Between June 30, 1996 and the date hereof, there has
been no material adverse change in the business,  property,  assets or condition
(financial  or  otherwise)  of  the  Seller  and  (except  for  the  transaction
contemplated  herein)  Seller has operated the Stations in all respects  only in
the ordinary course of business.  The Seller has engaged Miller, Kaplan, Arase &
Co., at the Buyer's expense,  to perform an audit of the Stations operations for
the  years  ended  December  31,  1994 and 1995 and to  perform  a review of the
Stations  operations for the six month period ended June 30, 1996 (collectively,
the "Audit  and  Review").  The Buyer  shall  have the right to  terminate  this
Agreement  within ten (10)  business  days of receipt of the Audit and Review if
the information  contained in the Audit and Review are materially different from
the Financial Statements.

         Except for (a)  liabilities as and to the extent  reflected or reserved
against in the Financial Statements,  (b) liabilities not yet due and payable or
obligations to be performed or satisfied  after the date hereof under  contracts
and agreements listed in the Disclosure Schedule, or excluded


<PAGE>



from the  Disclosure  Schedule  pursuant  to the  terms of this  Agreement,  (c)
liabilities  incurred  between  June 30,  1995 and the date  hereof at or by the
Stations in the ordinary and usual course of business (including tax liabilities
resulting  solely from the normal  operations  of the Seller during such period)
and (d)  any  other  liabilities  relating  to the  Stations  disclosed  in this
Agreement  or in the  Disclosure  Schedule,  on the date  hereof,  Seller has no
material  liabilities  or  obligations  relating to the  Stations of any nature,
whether  accrued,  absolute,  contingent or otherwise,  of a nature  customarily
reflected in financial statements reflecting the accrual basis of accounting.

         7.14 Personnel Information.

                  7.14.1 Section 7.14 of the Disclosure Schedule contains a true
and  complete  list  of all  persons  employed  at  the  Stations,  including  a
description of material  compensation  arrangements (other than employee benefit
plans set forth in Section 7.17 of the Disclosure  Schedule) and a list of other
terms of any and all agreements affecting such persons.  Seller has not received
notification  that any of the current key  employees  of Seller at the  Stations
presently  plan  to  terminate  their  employment,  whether  by  reason  of  the
transactions  contemplated  hereby or  otherwise  and Seller  shall  immediately
notify Buyer upon receipt of any such notice.

                  7.14.2  Seller is not a party to any  Contract  with any labor
organization,  nor has Seller agreed to recognize any union or other  collective
bargaining  unit,  nor has any union or other  collective  bargaining  unit been
certified as representing any of Seller's employees at the Stations.  Seller has
no knowledge of any organizational  effort currently being made or threatened by
or on behalf of any labor  union  with  respect  to  employees  of Seller at the
Stations.


<PAGE>



During the past three (3) years,  Seller has not experienced  any strikes,  work
stoppages,  grievance  proceedings,  claims of unfair labor  practices  filed or
other significant labor difficulties of any nature relating to the Stations.

         Except as disclosed in Section 7.14 of the Disclosure Schedule, Seller,
to the best of its  knowledge,  has  complied  in all  material  respects at the
Stations with all laws relating to the employment of labor,  including,  without
limitation,  the Employee  Retirement  Income  Security Act of 1974,  as amended
("ERISA"),  and those laws  relating  to wages,  hours,  collective  bargaining,
unemployment insurance, workers' compensation,  equal employment opportunity and
payment and withholding of taxes.

         7.15 Litigation.  Except as set forth in Section 7.15 of the Disclosure
Schedule,  Seller is subject to no judgment,  award,  order,  writ,  injunction,
arbitration decision or decree materially adversely affecting the conduct of the
business of the Stations or the Station  Assets,  and there is no  litigation or
proceeding or, to the best of Seller's knowledge,  investigation  pending or, to
the best of Seller's knowledge, threatened against Seller or the Stations in any
federal, state or local court, or before any administrative agency or arbitrator
(including, without limitation, any proceeding which seeks the forfeiture of, or
opposes  the  renewal  of,  any of the  Station  Licenses),  or before any other
tribunal duly authorized to resolve disputes, which would reasonably be expected
to have any  material  adverse  effect upon the  business,  property,  assets or
condition  (financial  or otherwise) of the Stations or which seeks to enjoin or
prohibit,  or  otherwise  questions  the  validity of, any action taken or to be
taken  pursuant to or in connection  with this  Agreement.  In  particular,  but
without  limiting the  generality of the foregoing,  there are no  applications,
complaints  or  proceedings  pending  or,  to the  best of  Seller's  knowledge,
threatened


<PAGE>



before  the FCC or any  other  governmental  organization  with  respect  to the
business or operations of the Stations  other than  applications,  complaints or
proceedings which affect the broadcasting industry generally.

         7.16 Compliance  With Laws.  Except as set forth in Section 7.16 of the
Disclosure  Schedule,  Seller has not received any notice asserting any material
non-compliance  by it in  connection  with  the  business  or  operation  of the
Stations with any  applicable  statute,  rule or regulation,  federal,  state or
local. Seller is not in default with respect to any judgment,  order, injunction
or decree of any court, administrative agency or other governmental authority or
any other tribunal duly authorized to resolve  disputes in any respect  material
to the transactions contemplated hereby. Seller is in compliance in all material
respects with all laws,  regulations and governmental  orders  applicable to the
conduct of the business and  operations of the  Stations,  the failure to comply
with which would have a material  adverse effect on the business,  operations or
financial  condition of the Stations,  and its present use of the Station Assets
does not violate any of such laws,  regulations  or orders,  violation  of which
would  have a  material  adverse  effect on the  Station  Assets  or  Stations's
operation.

         7.17 Employee  Benefit Plans.  Section 7.17 of the Disclosure  Schedule
contains  a true  and  complete  list as of the  date of this  Agreement  of all
employee  benefit plans  applicable  to the employees of Seller  employed at the
Stations. Seller maintains no other employee benefit plan as the term is defined
in Section 3 of the Employee Retirement Income Security Act of 1984, as amended,
applicable to the employees of Seller employed at the Stations.



<PAGE>



         7.18  Accuracy of  Information.  No written  statements  made by Seller
herein  and no  information  provided  by  Seller  herein  or in the  documents,
instruments or other written communications made or delivered directly by Seller
to Buyer in connection with the  negotiations  covering the purchase and sale of
the Station Assets  contains any untrue  statement of a material fact or omits a
material fact necessary to make the statements  contained  therein or herein not
misleading and there is no fact known to Seller which relates to any information
contained in any such  written  document,  instrument  or  communications  which
Seller has not disclosed to Buyer in writing which materially  affects adversely
the Stations or the Station Assets. To the extent that a representation or other
information is made to the Seller's  knowledge or is otherwise  qualified by its
terms, this  representation  shall not be interpreted to expand such limitations
or qualifications.

                                    ARTICLE 8
                               COVENANTS OF BUYER

         8.1 Closing.  On the Closing Date, Buyer or its assignee shall purchase
the Station  Assets from Seller as provided in Article 1 hereof and shall assume
the Assumed Liabilities of Seller as provided in Article 2 hereof.

         8.2  Notification.   Buyer  shall  notify  Seller  of  any  litigation,
arbitration  or  administrative   proceeding   pending  or,  to  its  knowledge,
threatened against Buyer which challenges the transactions contemplated hereby.



<PAGE>



         8.3 No Inconsistent Action. Buyer shall not take any other action which
is materially inconsistent with its obligations under this Agreement.

         8.4 Buyer's  Post-Closing  Covenant.  Buyer,  for a period of three (3)
years following the Closing Date,  shall make available for audit and inspection
by Seller and its representatives for any reasonable purpose all records, files,
documents and correspondence transferred to it hereunder. Buyer shall at no time
dispose of or destroy any such  records,  files,  documents  and  correspondence
without giving sixty (60) days prior notice to Seller to permit  Seller,  at its
expense, to examine,  duplicate or take possession of and title to such records,
files,  documents and correspondence.  All personnel records shall be maintained
as confidential if required by any applicable state or federal law.

                                    ARTICLE 9
                               COVENANTS OF SELLER

         9.1 Seller's  Pre-Closing  Covenants.  Seller covenants and agrees with
respect to the  Stations  that  between the date  hereof and the  Closing  Date,
except as  expressly  permitted  by this  Agreement  or with the  prior  written
consent of Buyer, it shall act in accordance with the following:

                  9.1.1 Seller shall conduct the business and  operations of the
Stations in the ordinary  and prudent  course of business and with the intent of
preserving the ongoing operations and assets of the Stations, including, but not
limited to, maintaining the independent identity of


<PAGE>



the Stations,  retaining  the current  format of the Stations and using its best
efforts to retain the services of key employees.


                  9.1.2  Seller  shall use  commercially  reasonable  efforts to
preserve the  operation  of the Stations  intact and to preserve the business of
Stations'  customers,  suppliers and others having  business  relations with the
Stations and continue to conduct financial operations of the Stations, including
its credit and  collection  policies,  in the ordinary  course of business  with
substantially  the same effort,  and to substantially the same extent and in the
same manner, as in the prior conduct of the business of the Stations.

                  9.1.3  Seller  shall  operate  the  Stations  in all  material
respects in accordance with FCC Rules and  Regulations and the Station  Licenses
and with all other laws,  regulations,  rules and orders, and shall not cause or
permit by any act, or failure to act, any of the Station Licenses to expire,  be
surrendered,  adversely  modified,  or  otherwise  terminated,  or  the  FCC  to
institute any proceedings for the suspension, revocation or adverse modification
of any of the Station  Licenses,  or fail to prosecute  with due  diligence  any
pending applications to the FCC.

                  9.1.4 Should any fact relating to Seller which would cause the
FCC to deny its consent to the transactions  contemplated by this Agreement come
to Seller's attention,  Seller shall promptly notify Buyer thereof and shall use
its reasonable efforts to take such steps as may be necessary to remove any such
impediment to the transactions contemplated by this Agreement.



<PAGE>



                  9.1.5 Seller  shall not other than in the  ordinary  course of
business or in accordance  with  prepared  budgets  attached  hereto as Schedule
9.1.5 or after receiving  Buyer's prior written  approval (i) sell or dispose of
or commit to sell or dispose of any of the Station  Assets;  (ii) grant or agree
to grant any general increases in the rates of salaries or compensation  payable
to employees of the Stations;  (iii) grant or agree to grant any specific  bonus
or increase to any  executive or management  employee of the  Stations;  or (iv)
provide  for any new  pension,  retirement  or  other  employment  benefits  for
employees of the Stations or any increases in any existing benefits.

                  9.1.6 Seller shall provide Buyer prompt  written notice of any
change in any of the information contained in the representations and warranties
made in Article 7 hereof or any Exhibits or Schedules herein or attached hereto.

                  9.1.7 Seller may enter into or renew any contract,  agreement,
commitment  or other  understanding  or  arrangement  in the ordinary  course of
business,  provided, however, that except with respect to contracts for the sale
of time for cash and  except  for Trade  Agreements,  the  liability  under said
contracts  to be  assumed by Buyer at Closing  shall not  exceed  Five  Thousand
Dollars  ($5,000)  per  contract  or Fifty  Thousand  Dollars  ($50,000)  in the
aggregate, without the written approval of the Buyer.

                  9.1.8 The Seller shall give the Buyer and the Buyer's counsel,
accountants,  engineers and other  representatives,  full and reasonable  access
during  normal  business  hours to all of the Stations'  personnel,  properties,
books,  contracts,  reports and records including financial  information and tax
returns with supporting work papers relating to the Stations, to all real estate


<PAGE>



buildings and equipment relating to the Stations, and to the Stations' employees
in order that the Buyer may have full opportunity to make such  investigation as
it desires of the  affairs of the  Stations.  Seller  shall  furnish  Buyer with
information and copies of all documents and agreements including but not limited
to  financial  and  operating  data  and  other  information  in its  possession
concerning  the financial  condition,  results of operations and business of the
Seller  and the  Stations,  that the Buyer may  reasonably  request  in order to
complete the Buyer's due diligence  examination  of the Stations.  The rights of
the Buyer  under  this  Section  shall not be  exercised  in such a manner as to
materially interfere with the business of the Stations.

                  9.1.9  Notwithstanding  anything  in  this  Agreement  to  the
contrary,  Seller may enter into any contract  without the consent of Buyer, but
if any such contract is outside the scope of the  restrictions set forth in this
Section 9.1,  Buyer shall not be obligated to accept and assume such contract at
Closing.

                  9.1.10   Seller  shall  use  its   reasonable   best  efforts,
consistent with past practice, to complete all obligations owing by Seller under
Trade Agreements prior to the Closing.

                  9.1.11  Seller  shall spend not less than one hundred  percent
(100%) of the cash  promotions,  advertising  and research  expenditures  Seller
budgeted for the Stations for the period from the date of this Agreement through
the Closing Date, such budget is attached hereto as Disclosure Schedule 9.1.11.

                  9.1.12  Seller  shall use its best  efforts  to  maintain  the
employment at the Stations and to renew, in accordance with this Agreement,  the
existing employment contracts of the


<PAGE>



employees listed in Section 7.1 4 of the Disclosure  Schedule.  Between the date
hereof and for a period of three (3) years from the  Closing  Date,  neither the
Seller  nor any  executive  officer of Seller  shall,  directly  or  indirectly,
through any agent or  otherwise,  hire or solicit the  employment  of any of the
employees  listed on Section  7.14 of the  Disclosure  Schedule 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.

                  9.1.13 Seller shall provide Buyer with revenue  pacing reports
for  the  Stations  on a  weekly  basis  during  the  term  of  this  Agreement.
Additionally,  within  twenty-five  (25) days of the end of each  month,  Seller
shall  deliver to Buyer an  unaudited  statement  of revenue and expenses of the
Stations for the month then ended.  The weekly  revenue  pacing  reports and the
monthly statements of revenue and expenses shall be certified by the Chairman or
Chief  Financial  Officer of Seller,  shall be true and  complete to the best of
Seller's  knowledge  and shall fairly and  accurately  represent  the results of
operation of the Stations for the period covered by such reports and statements.
Seller shall also furnish to Buyer any and all other  information  at such times
as is customarily  prepared by Seller concerning the financial  condition of the
Stations as Buyer may reasonably request.

                  9.1.14 The Seller shall  cooperate with the Buyer by providing
the Buyer with such  financial and  accounting  records as Buyer may  reasonably
request in  connection  with the  preparation  of  financial  statements  of the
Stations.



<PAGE>



         9.2 Notification. Seller shall notify Buyer of any material litigation,
arbitration  or  administrative   proceeding   pending  or,  to  its  knowledge,
threatened against Seller which challenges the transactions contemplated hereby.



         9.3 No Inconsistent  Action.  Seller shall not take any action which is
materially inconsistent with its obligations under this Agreement.

         9.4 Closing  Covenant.  On the Closing  Date,  Seller  shall  transfer,
convey,  assign  and  deliver  to  Buyer  the  Station  Assets  and the  Assumed
Liabilities as provided in Articles 1 and 2 of this Agreement.

                                   ARTICLE 10
                                 JOINT COVENANTS

         Buyer and Seller  covenant  and agree that  between the date hereof and
the Closing Date, they shall act in accordance with the following:

         10.1  Conditions.  If any event should occur,  either within or without
the  control  of any  party  hereto,  which  would  prevent  fulfillment  of the
conditions   upon  the  obligations  of  any  party  hereto  to  consummate  the
transactions  contemplated by this Agreement, the parties hereto shall use their
best efforts to cure the event as expeditiously as possible.



<PAGE>



         10.2 Confidentiality. Buyer and Seller shall each keep confidential all
information  obtained by it with  respect to the other in  connection  with this
Agreement  and the  negotiations  preceding  this  Agreement,  and will use such
information  solely in connection  with the  transactions  contemplated  by this
Agreement,  and if the transactions  contemplated hereby are not consummated for
any reason,  each shall return to the other,  without  retaining a copy thereof,
any schedules, documents or other written information obtained from the other in
connection  with  this  Agreement  and  the  transactions  contemplated  hereby.
Notwithstanding  the  foregoing,   neither  party  shall  be  required  to  keep
confidential or return any information  which (i) is known or available  through
other  lawful  sources,  not  bound  by a  confidentiality  agreement  with  the
disclosing  party;  (ii) is or becomes  publicly  known  through no fault of the
receiving party or its agents;  (iii) is required to be disclosed pursuant to an
order  or  request  of  a  judicial  or  governmental  authority  (provided  the
disclosing   party  is  given  reasonable  prior  notice)  or  pursuant  to  the
requirements  of the Securities  Act of 1933 or the  Securities  Exchange Act of
1934;  or (iv) is  independently  acquired or  developed  by such party  without
violating any of the provision of this Section 10.2.

         10.3  Cooperation.  Buyer and Seller  shall  cooperate  fully with each
other in taking any actions, including actions to obtain the required consent of
any  governmental  instrumentality  or any third party  necessary  or helpful to
accomplish the transactions contemplated by this Agreement;  provided,  however,
that no party shall be  required to take any action  which would have a material
adverse effect upon it or any affiliated entity.

         10.4  Control of  Stations.  Buyer shall not,  directly or  indirectly,
control,  supervise or direct the operations of the Stations.  Such  operations,
including complete control and


<PAGE>



supervision of all Stations programs,  employees and policies, shall be the sole
responsibility of Seller.

         10.5 Consents to Assign. To the extent that any Contract is not capable
of being sold, assigned, transferred,  delivered or subleased without the waiver
or consent of any third person (including a government or governmental unit), or
if such sale,  assignment,  transfer,  delivery or sublease or  attempted  sale,
assignment,  transfer, delivery or sublease would constitute a breach thereof or
a violation of any law or regulation, this Agreement and any Assignment executed
pursuant hereto shall not constitute a sale, assignment,  transfer,  delivery or
sublease  or an  attempted  sale,  assignment,  transfer,  delivery  or sublease
thereof In those cases where consents, assignments, releases and/or waivers have
not been obtained at or prior to the Closing Date to the transfer and assignment
to the  Buyer of the  Contracts,  this  Agreement  and any  Assignment  executed
pursuant  hereto,  to the extent permitted by law, shall constitute an equitable
assignment by Seller to the Buyer of all of Seller's rights, benefits, title and
interest in and to the Contracts, and where necessary or appropriate,  the Buyer
shall  be  deemed  to be the  Seller's  agent  for the  purpose  of  completing,
fulfilling and discharging all of Seller's rights and liabilities  arising after
the Closing Date under such Seller  Contracts.  Seller shall use its  reasonable
efforts to provide  the Buyer with the  benefits of such  Contracts  (including,
without limitation, permitting the Buyer to enforce any rights of Seller arising
under such Contracts),  and the Buyer shall, to the extent the Buyer is provided
with the benefits of such Contracts,  assume,  perform and in due course pay and
discharge all debts, obligations and liabilities of Seller under such Contracts.





<PAGE>



[        10.6 Bulk Sales Laws. The Buyer hereby waives compliance by Seller with
the  provisions of the "bulk sales" or similar laws of any state.  Seller agrees
to indemnify the Buyer and hold it harmless against any and all claims,  losses,
damages, liabilities,  costs and expenses incurred by the Buyer or any affiliate
as a result of any failure to comply with any "bulk sales" or similar laws.]

         10.7  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.  Seller shall be responsible  for all salary
and  benefits  of the  employees  of the  Stations  for the period  prior to the
Closing Date. All 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.

                                   ARTICLE 11
                         CONDITIONS OF CLOSING BY BUYER

          The  obligations  of Buyer  hereunder  are, at its option,  subject to
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

         11.1     Representations Warranties and Covenants.

                  11.1.1 All  representations  and  warranties of Seller made in
this  Agreement  shall be true and complete in all  material  respects as of the
date hereof and on and as of the Closing Date as if made on and as of that date,
except for changes  expressly  permitted  or  contemplated  by the terms of this
Agreement.


<PAGE>




                  11.1.2  All of  the  terms,  covenants  and  conditions  to be
complied  with and  performed  by Seller on or prior to Closing  Date shall have
been complied with or performed in all material respects.

                  11.1.3 Buyer shall have  received a  certificate,  dated as of
the  Closing  Date,  executed  by  officers  of Seller,  to the effect  that the
representations  and  warranties of Seller  contained in this Agreement are true
and complete in all  material  respects on and as of the Closing Date as if made
on and as of that date,  and that  Seller has  complied  with or  performed  all
terms,  covenants  and  conditions to be complied with or performed by it in all
material respects on or prior to the Closing Date.

         11.2 Governmental  Consents. The FCC Consents shall have become a Final
Order,  or such  condition  shall have been waived by Buyer.  In  addition,  all
consents, approvals,  authorizations or other requirements prescribed by the HSR
Act shall have been obtained and satisfied.

         11.3  Governmental  Authorizations.  Seller  shall be the holder of the
Station   Licenses  and  all  other   material   licenses,   permits  and  other
authorizations listed in Section 7.4 of the Disclosure Schedule, and there shall
not have  been any  modification  of any of such  licenses,  permits  and  other
authorizations  which  has a  material  adverse  effect on the  Stations  or the
conduct of its business and  operations.  No  proceeding  shall be pending which
seeks or the  effect of which  reasonably  could be to revoke,  cancel,  fail to
renew,  suspend or modify  materially and adversely the Station  Licenses or any
other material licenses, permits or other authorizations.


<PAGE>




         11.4  Adverse  Proceedings.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no order,  decree or judgment of any
court, agency or other governmental  authority shall have been rendered against,
any party  hereto which would render it  unlawful,  as of the Closing  Date,  to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms.

         11.5 Legal  Opinion.  Seller  shall have  delivered  to Buyer a written
opinion of its General Counsel, dated as of the Closing Date, addressed to Buyer
in the form attached hereto as Exhibit B.

         11.6 FCC Legal  Opinion.  Seller shall have  furnished  Buyer a written
opinion of Seller's FCC counsel,  dated the Closing Date,  addressed to Buyer in
the form attached hereto as Exhibit C.

         11.7  Third-Party  Consents.  Seller shall have obtained and shall have
delivered to Buyer all third-party consents to the Material Contracts and to all
other Contracts assigned or transferred  hereunder,  except those the absence of
which will not have a material adverse effect on the operation of the Stations.

         11.8 Closing  Documents.  Seller  shall have  delivered or caused to be
delivered to Buyer, on the Closing Date, all deeds, bills of sale, endorsements,
assignments  and  other  instruments  of  conveyance  and  transfer   reasonably
satisfactory in form and substance to Buyer,


<PAGE>



effecting the sale, transfer, assignment and conveyance of the Station Assets to
Buyer,  including,  without  limitation,  each of the  documents  required to be
delivered pursuant to Article 15.

         11.9  Financing  Statements.  Seller  shall  have  delivered  to  Buyer
releases  or shall  have  delivered  commitments  from its  lenders  to  deliver
releases  immediately  subsequent to the Closing,  under the Uniform  Commercial
Code of any  financing  statements  filed  against  any  Station  Assets  in the
jurisdiction  in which the Station  Assets are and have been located  since such
Station Assets were acquired by Seller, except for informational filings made by
equipment lessors on lease obligations  being  specifically  assumed by Buyer as
set forth in Section 7.9 of the Disclosure Schedule.

                                   ARTICLE 12
                         CONDITIONS OF CLOSING BY SELLER

          The  obligations of Seller  hereunder  are, at its option,  subject to
satisfaction,  at or  prior  to the  Closing  Date,  of  each  of the  following
conditions:

         12.1 Representations. Warranties and Covenants.

                  12.1.1 All  representations  and  warranties  of Buyer made in
this  Agreement  shall be true and complete in all  material  respects as of the
date hereof and on and as of the Closing


<PAGE>



Date as if made on and as of that date, except for changes  expressly  permitted
or contemplated by the terms of this Agreement.

                  12.1.2 All the terms,  covenants and conditions to be complied
with and  performed  by Buyer on or prior to the  Closing  Date  shall have been
complied with or performed in all material respects.

                  12.1.3 Seller shall have received a  certificate,  dated as of
the  Closing  Date,  executed  by  officers  of Buyer,  to the  effect  that the
representations and warranties of Buyer contained in this Agreement are true and
complete in all  material  respects on and as of the Closing  Date as if made on
and as of that date,  and that Buyer has complied  with or performed  all terms,
covenants and  conditions to be complied with or performed by it in all material
respects on or prior to the Closing Date.

         12.2 Governmental  Consents. The FCC Consents shall have become a Final
Order,  or such  condition  shall have been waived by Buyer.  In  addition,  all
consents, approvals,  authorizations or other requirements prescribed by the HSR
Act shall have been obtained and satisfied.

         12.3  Adverse  Proceedings.  No suit,  action,  claim  or  governmental
proceeding  shall be pending  against,  and no other,  decree or judgment of any
court,  agency or other governmental  authority shall have been rendered against
any party  hereto which would render it  unlawful,  as of the Closing  Date,  to
effect the  transactions  contemplated  by this Agreement in accordance with its
terms.


<PAGE>




         12.4 Legal Opinion.  Buyer shall have delivered to Seller an opinion of
its  counsel,  dated as of the  Closing  Date,  addressed  to Seller in the form
attached hereto as Exhibit E.

                                   ARTICLE 13
                        TRANSFER TAXES: FEES AND EXPENSES

         13.1  Expenses.  Except as set forth in Section  13.2 and 13.3  hereof,
each  party  hereto  shall be solely  responsible  for all  costs  and  expenses
incurred by it in connection with the  negotiation,  preparation and performance
of and compliance with the terms of this Agreement.

         13.2 Transfer Taxes and Similar Charges.  All costs of transferring the
Station  Assets  in  accordance  with  this  Agreement,  including  recordation,
transfer and  documentary  taxes and fees,  and any excise,  sales or use taxes,
shall be borne equally by Buyer and Seller.

         13.3  Governmental  Filing or Grant  Fees.  Any  filing  or grant  fees
imposed by any  governmental  authority  the consent of which is required to the
transactions contemplated hereby shall be borne equally by Buyer and Seller.

                                   ARTICLE 14
                           COMMISSIONS OR FINDER'S FEE


<PAGE>



         14.1  Buyer's   Representation   and  Agreement  to  Indemnify.   Buyer
represents  and  warrants  to Seller  that  neither  it nor any person or entity
acting on its  behalf has agreed to pay a  commission,  finder's  fee or similar
payment in connection  with this  Agreement or any matter  related hereto to any
person or entity except to The  Sillerman  Companies.  Buyer  further  agrees to
indemnify,  defend and hold Seller harmless from and against any and all claims,
losses,  liabilities and expenses (including reasonable Adam's fees) arising out
of a claim by The Sillerman Companies or any other person or entity based on any
such arrangement or agreement made or alleged to have been made by Buyer.  Buyer
shall be solely responsible for any fees due to The Sillerman Companies.

         14.2  Seller's  Representation  and  Agreement  to  Indemnify.   Seller
represents and warrants to Buyer that neither it nor any person or entity acting
on its behalf has agreed to pay a commission, finder's fee or similar payment in
connection  with this  Agreement or any matter  related  hereto to any person or
entity,  except to Media Venture  Partners.  Seller further agrees to indemnify,
defend and hold Buyer  harmless  from and against  any and all  claims,  losses,
liabilities and expenses (including reasonable attorney's fees) arising out of a
claim by Media Venture Partners. or any other person or entity based on any such
arrangement  or  agreement  made or alleged  to have been made by Seller.  Buyer
shall be solely responsible for any fees due to Media Venture Partners.

                                   ARTICLE 15
                      DOCUMENTS TO BE DELIVERED AT CLOSING



<PAGE>



         15.1 Seller's Documents.  At the Closing, Seller shall deliver or cause
to be delivered to Buyer the following:

                  15.1.1  Certified  resolutions  of the Board of  Directors  of
Seller  approving the  execution and delivery of this  Agreement and each of the
other   documents  and  authorizing   the   consummation  of  the   transactions
contemplated hereby and thereby;

                  15.1.2 A certificate, dated the Closing Date, by Seller in the
form described in Section 11.1.3 above;

                  15.1.3 Governmental  Certificates  showing that Seller is duly
incorporated  and in good standing in the State of Delaware and qualified and in
good standing in the State of Nebraska dated not more than  forty-five (45) days
before the Closing Date;

                  15.1.4  Articles  of   Incorporation   and  Bylaws  of  Seller
certified by Seller's secretary as of the Closing Date;

                  15.1.5 Bill of Sale, assignments and other good and sufficient
instruments of conveyance,  transfer and  assignment,  all in form and substance
reasonably  satisfactory  to counsel for Buyer, as shall be effective to vest in
Buyer  or its  permitted  assignees,  good  and  marketable  title in and to the
Station Assets  transferred  pursuant to this  Agreement in accordance  with the
terms of this Agreement;



<PAGE>



                  15.1.6 At the time and place of Closing,  originals  or copies
of all program,  operations,  transmissions,  or maintenance  logs and all other
records  required  to be  maintained  by the FCC with  respect to the  Stations,
including the Stations's  public file, shall be left at the Stations and thereby
delivered to Buyer;

                  15.1.7 The Seller's  opinion  letters  referenced  in Sections
11.5 and 11.6 above;  and 15.1.8 Such  additional  information  and materials as
Buyer shall have reasonably requested.

         15.2 Buyer's Documents. At the Closing, Buyer shall deliver or cause to
be delivered to Seller the following:

                  15.2.1 The  Purchase  Price in  accordance  with  Section  3.3
hereof;

                  15.2.2 A certificate,  dated the Closing Date, by Buyer in the
form described in Section 12.1.3 above.

                  15.2.3 The opinion of Buyer's counsel, dated the Closing Date,
to the effect set forth in Section 12.4;

                  15.2.4  Governmental  certificates  showing that Buyer is duly
incorporated  and in good standing in the State of Delaware and qualified and in
good standing in the of State Nebraska dated not more than  forty-five (45) days
before the Closing Date;


<PAGE>




                  15.2.5 An assignment  and  assumption  agreement or agreements
reasonably satisfactory in form and substance to counsel to Seller effecting the
assumption of the Assumed Liabilities;

                  15.2.6  Certified  resolutions  of the Board of  Directors  of
Buyer  approving the  execution  and delivery of this  Agreement and each of the
other   documents  and  agreements   referred  to  herein  and  authorizing  the
consummation of the transactions contemplated hereby and thereby;

                  15.2.7 Articles of Incorporation and Bylaws of Buyer certified
by Buyer's secretary as of the Closing Date; and

                  15.2.8 Such  additional  information  and  materials as Seller
shall have reasonably requested.

                                   ARTICLE 16
                                 INDEMNIFICATION

         16.1 Seller's  Indemnities.  Seller hereby agrees to indemnify,  defend
and hold Buyer  harmless with respect to any and all demands,  claims,  actions,
suits, proceedings,  assessments, judgments, costs, losses, damages, liabilities
and expenses (including, without limitation,


<PAGE>



reasonable  attorneys' fees) asserted against,  resulting from,  imposed upon or
incurred by Buyer directly or indirectly relating to or arising out of:

                  16.1.1 Any and all liabilities, obligations, or commitments of
Seller of any nature,  whether  absolute,  accrued,  contingent,  or  otherwise,
including those relating to all periods prior to the Closing,  whether the claim
is  asserted  prior to or after the  Closing,  by reason  of or  resulting  from
liabilities  or  obligations  of or claims  against  Seller in  connection  with
Seller's  ownership or operation  of the Stations  prior to the Closing,  except
liabilities,  obligations,  or  commitments  of Seller  included  in the Assumed
Liabilities;

                  16.1.2 The breach of any of the  representations or warranties
or failure by Seller to perform  any  covenants,  conditions  or  agreements  of
Seller set forth in this Agreement;

                  16.1.3  Any  failure  to  comply  with any "bulk  sales"  laws
applicable to the transactions contemplated hereby;


                  16.1.4 The failure of Seller to pay, perform or discharge when
due any of Seller's  obligations,  liabilities or Contracts not assumed by Buyer
pursuant to this Agreement;

                  16.1.5 The litigation listed on Section 7.15 of the Disclosure
Schedule; and

                  16.1.6  Any employee benefit plan maintained by Seller.



<PAGE>



         16.2 Buyer's Indemnities.  Buyer hereby agrees to indemnify, defend and
hold Seller  harmless  with  respect to any and all  demands,  claims,  actions,
suits, proceedings,  assessments, judgments, costs, losses, damages, liabilities
and  expenses  (including,  without  limitation,   reasonable  attorneys'  fees)
asserted against, resulting from, imposed upon or incurred by Seller directly or
indirectly relating to or arising out of:

                  16.2.1 The use or  operation  of the Station  Assets after the
Closing Date;

                  16.2.2 The breach of any of the  representations,  warranties,
covenants, conditions or agreements of Buyer set forth in this Agreement; and

                  16.2.3 The Assumed Liabilities.

         16.3 Rights.  Buyer and Seller agree that the rights of indemnification
provided  in this  Article 16 are  exclusive  of and in  addition to any and all
other such rights of Buyer or Seller hereunder.

         16.4 Survival of  Representations  and  Warranties.  Either party shall
have the  right to bring an  action  with  respect  to the  representations  and
warranties  contained  herein for a period of twelve (12) months  following  the
Closing Date,  and upon the expiration of such period such right shall lapse and
be of no further force or effect.

         16.5 Limitation on Indemnity.  Notwithstanding anything to the contrary
contained in this Agreement, and subject to the proviso set forth below, neither
party shall have any liability


<PAGE>



or obligation to the other for breach of any representation,  warranty, covenant
or  agreement  of the  other in this  Agreement  except to the  extent  that the
aggregate  of all  claims  for such  breaches  exceeds  Fifty  Thousand  Dollars
($50,000)  (the  "Threshold  Amount"),  in which event the party so liable shall
then be  liable  for all  claims  for any  such  breaches,  including  the  sums
constituting  the  Threshold  Amount;  provided,  however,  that  the  foregoing
Threshold  Amount  limitation  shall not apply to  Seller's  obligation  for the
Excess Trade  Balance.  Neither party shall have any  post-closing  liability or
obligation to the other for breach of any representation,  warranty, covenant or
agreement  of the  other in this  Agreement  in excess  of Ten  Million  Dollars
($10,000,000).

         16.6     Procedures.

                  16.6.1  Promptly  after  the  receipt  by  either  party  (the
"Indemnified  Party") of notice of (A) any claim or (B) the  commencement of any
action or proceeding which may entitle such party to indemnification  under this
Section,  such party  shall  give the other  party  (the  "Indemnifying  Party")
written  notice of such claim or the  commencement  of such action or proceeding
and shall permit the Indemnifying  Party to assume the defense of any such claim
or  any  litigation   resulting  from  such  claim.  The  failure  to  give  the
Indemnifying  Party timely  notice under this Section  16.6.1 shall not preclude
the Indemnified Party from seeking  indemnification  from the Indemnifying Party
unless such failure has materially  prejudiced the Indemnifying  Party's ability
to defend the claim or litigation.

                  16.6.2 If the  Indemnifying  Party  assumes the defense of any
such claim or litigation resulting therefrom with counsel reasonably  acceptable
to Indemnified Party, the


<PAGE>



obligations  of the  Indemnifying  Party as to such  claim  shall be  limited to
taking  all steps  necessary  in the  defense  or  settlement  of such  claim or
litigation  resulting  therefrom and to holding the  Indemnified  Party harmless
from and against any losses, damages and liabilities caused by or arising out of
any settlement  approved by the Indemnifying Party or any judgment in connection
with such claim or litigation resulting therefrom;  provided,  however, that the
Indemnified Party may participate,  at its expense, in the defense of such claim
or litigation  provided that the Indemnifying Party shall direct and control the
defense of such claim or litigation.  The Indemnified  Party shall cooperate and
make  available  all  books  and  records  reasonably  necessary  and  useful in
connection with the defense. The Indemnifying Party shall not, in the defense of
such  claim  or any  litigation  resulting  therefrom,  consent  to entry of any
judgment,  except with the written  consent of the  Indemnified  Party, or enter
into any settlement,  except with the written consent of the Indemnified  Party,
which  does not  include  as an  unconditional  term  thereof  the giving by the
claimant  or the  plaintiff  to the  Indemnified  Party  of a  release  from all
liability in respect of such claim or litigation.

                  16.6.3 If the Indemnifying  Party shall not assume the defense
of any such claim or litigation resulting therefrom,  the Indemnified Party may,
but shall have no obligation to, defend against such claim or litigation in such
manner as it may deem  appropriate,  and the Indemnified Party may compromise or
settle such claim or litigation  without the Indemnifying  Party's consent.  The
Indemnifying  Party  shall  promptly  pay any such  settlement  of such claim or
litigation  and shall also  promptly  reimburse  the  Indemnified  Party for the
amount of all expenses, legal or otherwise, incurred by the Indemnified Party in
connection  with the defense  against or settlement of such claim or litigation.
If no  settlement of the claim or litigation  is made,  the  Indemnifying  Party
shall promptly reimburse the Indemnified Party for the amount of


<PAGE>



any judgment  rendered with respect to such claim or in such  litigation  and of
all  expenses,  legal or  otherwise,  incurred by the  Indemnified  Party in the
defense against such claim or litigation.

                                   ARTICLE 17
                               TERMINATION RIGHTS

         17.1  Termination.  This Agreement may be terminated by either Buyer or
Seller,  if the party seeking to terminate is not in material  default or breach
of this  Agreement,  upon written notice to the other upon the occurrence of any
of the following:

                           (a) if  the  other  party  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 material default shall not be
cured within  fifteen  (15) days of the date of notice of default  served by the
party claiming such material default; or

                           (b) if the FCC denies the FCC Application,  or if the
FCC fails to grant the FCC  Consents  within  twelve (12) months  following  the
filing of the FCC Application,  provided that the party seeking  termination has
diligently prosecuted the FCC Application in good faith; or

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

                           (d) by the Buyer  only,  if there is a  cessation  of
broadcast  transmissions  by the  Stations,  for a  period  of  three  (3)  full
consecutive days or for seven (7) or more days within any


<PAGE>



thirty (30) day period, or normal broadcast transmissions are not resumed by the
date immediately preceding the Closing Date; or

                           (e) as  provided  in  Sections  7.11  and 18.3 or any
other section of this Agreement which specifically provides for terminations.

         17.2  Liability.  The  termination of this Agreement under Section 17.1
shall not relieve any party of any liability for breach of this Agreement  prior
to the date of termination.

                                   ARTICLE 18
                                OTHER PROVISIONS

         18.1 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 to seek
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 seek  specific  performance  of the  terms of this  Agreement  without  being
required  to prove  actual  damages,  post bond or furnish  other  security.  If
specific performance cannot be obtained,  Buyer shall be entitled to seek actual
monetary damages.

         18.2  Liquidated  Damages.  If the  Seller  terminates  this  Agreement
pursuant  to  Section  17.1  above  due  to  Buyer's   breach  of  any  material
representation, warranty, covenant or condition


<PAGE>



hereunder,   and  Seller  is  not  at  that  time  in  breach  of  any  material
representation,  warranty,  covenant or condition  hereunder,  then Seller would
suffer direct and substantial damages, which damages cannot be determined within
reasonable certainty. Therefore, because of the expense and delay which would be
incurred  in such event by Seller,  Buyer  shall pay to Seller the amount of Two
Million Dollars ($2,000,000),  which amount shall constitute liquidated damages.
It is  understood  and agreed  that such  liquidated  damage  amount  represents
Buyer's  and  Seller's  reasonable  estimate  of  actual  damages  and  does not
constitute a penalty.  Recovery of  liquidated  damages from the Escrow  Account
shall be the sole and  exclusive  remedy of Seller  against Buyer for failing to
consummate this Agreement on the Closing Date and shall be applicable regardless
of the actual  amount of  damages  sustained.  In the event  that  either of the
parties  hereto  bring suit to enforce the  provisions  of this  Section 18.2 or
Section 18.1 above,  the prevailing  party in any such action shall, in addition
to any remedies set forth in this Agreement,  be entitled to recover  reasonable
attorney's fees from the other party.

         18.3 Risk of Loss.  The risk of loss or  damage  to any of the  Station
Assets  prior to the Closing Date shall be upon  Seller.  Seller  shall  repair,
replace  and  restore  any such  damaged  or lost  Stations  Asset to its  prior
condition  as soon as  possible  and in no event  later than the  Closing  Date.
Except as provided below, if Seller fails to restore or replace a Stations Asset
with a value exceeding Fifty Thousand Dollars ($50,000),  Buyer may elect either
to terminate this  Agreement  pursuant to Article 17 hereof or to consummate the
Closing on the Closing Date. If Seller fails to restore or replace such Stations
Asset and Buyer does not elect to terminate this Agreement,  Seller shall assign
to Buyer at Closing  Seller's  rights under any insurance  policy or pay over to
Buyer  all  proceeds  of  insurance   covering  such  Stations  Asset's  damage,
destruction  or loss.  If the  restoration  and  replacement  of any  damaged or
destroyed property has not been completed at


<PAGE>



the time the Closing  would  otherwise  be held,  then  unless  Seller and Buyer
otherwise  agree,  the Closing Date shall be delayed and shall take place within
fifteen (15) days after Seller gives  written  notice to Buyer of  completion of
the  restoration  or  replacement  of such Stations  Asset.  If the delay in the
Closing  Date under this Section 18.3 would cause the Closing to fall at anytime
after the period  permitted by the FCC Consents,  Seller and Buyer shall file an
appropriate  request  with  the FCC for an  extension  of time  within  which to
complete the Closing.

         18.4 Further Assurances.  After the Closing,  Seller shall from time to
time,  at the request of and without  further cost or expense to Buyer,  execute
and deliver  such other  instruments  of  conveyance  and transfer and take such
other  actions  as  may  reasonably  requested  in  order  to  more  effectively
consummate  the  transactions  contemplated  hereby  to vest in  Buyer  good and
marketable title to the assets being transferred hereunder, and Buyer shall from
time to time,  at the request of and without  further cost or expense to Seller,
execute and deliver such other  instruments  and take such other  actions as may
reasonably  be  requested  in order to more  effectively  relieve  Seller of any
obligations being assumed by Buyer hereunder.

         18.5 Waiver.  No delay or failure by any party hereto in exercising any
right, power or privilege under this Agreement, or under any other instrument or
document given in connection  with or pursuant to this  Agreement,  shall impair
any such right, power or privilege or be construed as a waiver of any default or
any acquiescence therein. No single or partial exercise of any such right, power
or  privilege  shall  preclude  the  further  exercise  of any  right,  power of
privilege, or the exercise of any other right, power or privilege.



<PAGE>



         18.6 Severability. If any part or any provision of this Agreement shall
be invalid or unenforceable  under applicable law, said part or provisions shall
be  ineffective  to the  extent of such  invalidity  or  unenforceability  only,
without in any way affecting the remaining  provisions of this  Agreement  which
shall be construed as if such invalid parts or provisions had not been inserted,
and such invalid or  unenforceable  provisions  shall become and be  immediately
amended and reformed to include only the portions  thereof as are enforceable by
the court or such other body  having  jurisdiction  of this  Agreement;  and the
parties agree that such  portions as so amended and reformed  shall be valid and
binding as though  any wholly  invalid  or  unenforceable  portion  had not been
included herein.

         18.7 Benefit and  Assignment.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and permitted  assigns.  No party may  voluntarily or  involuntarily  assign its
interest  under this  Agreement  without the prior written  consent of the other
party;  except that Buyer may assign its interests  under this  Agreement to any
entity affiliated with Robert F.X. Sillerman.

         18.8 Entire  Agreement.  This Agreement and the Exhibits  hereto embody
the entire  agreement and  understanding of the parties hereto and supersede any
and all  prior  agreements,  arrangements  and  understandings  relating  to the
matters  provided  for  herein.  No  amendment,  waiver of  compliance  with any
provision or condition  hereof or consent  pursuant to this  Agreement  shall be
effective  unless  evidenced  by an  instrument  in writing  signed by the party
against  whom  enforcement  of  any  waiver,  amendment,  change,  extension  or
discharge is sought.



<PAGE>



         18.9  Headings.  The  headings  set  forth  in this  Agreement  are for
convenience  only and will not control or affect the meaning or  construction of
the provisions of this Agreement.

         18.10 Governing Law. The construction and performance of this Agreement
shall be governed by the laws of the State of New York without  giving effect to
the choice of law provisions thereof.

         18.11 Notices.  Any notice,  demand or request required or permitted to
be given under the provisions of this Agreement shall be in writing and shall be
deemed to have been duly delivered and received on the date of personal delivery
or on the date of receipt,  if mailed by registered or certified  mail,  postage
prepaid and return receipt  requested,  or on the date of a stamped receipt,  if
sent by an overnight  delivery service,  and shall be addressed to the following
addresses,  or to such other  address as any party may  request,  in the case of
Seller, by notifying Buyer, and in the case of Buyer, by notifying Seller:

          To Seller:                American Radio Systems Corporation
                                    116 Huntington Avenue, 11th Floor
                                    Boston, Massachusetts 02116
                                    Attn: Steve Dodge, President

         Copy to:                   American Radio Systems Corporation
                                    116 Huntington Avenue, 11th Floor
                                    Boston, Massachusetts 02116
                                    Attn: Michael Milsom, Esq.

         To Buyer:                  Triathlon Broadcasting of Omaha, Inc.
                                    650 B Street, Suite 1920
                                    San Diego, California
                                    Attn: Norman Feuer


         Copy to:                   Howard Berkower, Esq.
                                    Baker & McKenzie


<PAGE>



                                    805 Third Avenue
                                    New York, NY 10022

         18.12 Financial  Statements.  The financial  statements  required to be
delivered to Buyer shall be mailed to the following:

                                    Triathlon Broadcasting Company
                                    150 East 58th Street, l9th Floor
                                    New York, New York 10155
                                    Attn: Chief Financial Officer


         18.13  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts, each of which will be deemed an original and all of which together
shall constitute one and the same instrument.

         18.14  Accounts  Receivable.   Buyer  acknowledges  that  all  accounts
receivable in connection  with the operation of the Stations,  including but not
limited to  accounts  receivable  for  advertising  revenues  for  programs  and
announcements  performed prior to the Closing Date and other broadcast  revenues
for services  performed prior to the Closing Date,  shall remain the property of
Seller and that Buyer shall not acquire any beneficial  right of interest herein
or responsibility therefor, with the following exception: for a period of ninety
(90) days following the Closing Date, Buyer agrees to use reasonable  efforts to
collect such accounts  receivable in the normal and ordinary  course of business
and will apply all such amounts collected to the account debtor's oldest account
receivable first,  except that any such accounts collected by Buyer from persons
who are also indebted to Buyer may be applied to Buyer's account where (i) there
is a pre-existing  bona fide dispute between Seller and such account debtor with
respect to such account or where the account debtor specifically designates that
payment is to be applied to Buyer's  account;  (ii) Buyer has notified Seller of
such dispute or specific designation of payment


<PAGE>



by the account  debtor;  and (iii) thirty (30) days have elapsed  since the date
notice was given by Buyer to Seller and such account  remains subject to dispute
or such account  debtor has not rescinded its specific  designation  of payment.
Such obligation and authority shall not extend to the institution of litigation,
employment of counsel or a collection agency or any other extraordinary means of
collection  unless  authorized  in writing by Seller.  Buyer agrees to cooperate
with Seller as to any  litigation  or other  collection  efforts  instituted  by
Seller to collect  delinquent  accounts  receivable.  Within  fifteen  (15) days
following  the end of each of the  first  three  (3)  months  subsequent  to the
Closing Date,  Buyer shall  deliver to Seller a statement or report  showing all
such collections effected since the Closing Date, together with a check or draft
for the amount of such  collections,  net of  commissions.  If at any time Buyer
determines that any such accounts are  uncollectible,  Buyer shall notify Seller
of such  determination;  and upon Seller's written request,  and in any event on
the 90th day following the Closing Date,  Buyer shall furnish or make  available
to Seller all  records,  files and data  relating to the  collection  efforts of
Buyer with respect to such accounts.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first above written.
                                           SELLER:
                                           AMERICAN RADIO SYSTEMS CORPORATION

                                           By:________________________________
                                                    Steve Dodge
                                                    President


                                           BUYER:

                                           TRIATHLON BROADCASTING OF OMAHA, INC.


<PAGE>




                                           By:________________________________
                                                    Norman Feuer
                                                    President


By:
         Norman Feuer
         President



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