EXHIBIT 10.9


                            ASSET PURCHASE AGREEMENT


                                     between


                           GREATER BOSTON RADIO, INC.


                                       and


                       AMERICAN RADIO SYSTEMS CORPORATION





                            Dated as of May 14, 1997















<PAGE>




<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                                             Page
<S>                                                                                                              <C>
ARTICLE ONE.......................................................................................................1
     1.1.  "Affiliate"............................................................................................1
     1.2.  "Ancillary Agreements".................................................................................1
     1.3.  "Closing Date".........................................................................................1
     1.4.  "Code".................................................................................................1
     1.5.  "Communications Act"...................................................................................1
     1.6.  "Environmental Laws"...................................................................................1
     1.7.  "Equipment"............................................................................................1
     1.8.  "Escrow Agreement".....................................................................................2
     1.9.  "FCC Application"......................................................................................2
     1.10.  "FCC Licenses"........................................................................................2
     1.11.  "Final Order".........................................................................................2
     1.12.  "Governmental Authorizations".........................................................................2
     1.13.  "Hazardous Substance".................................................................................2
     1.14.  "HSR Act".............................................................................................2
     1.15.  "Intellectual Properties".............................................................................2
     1.16.  "Liens"...............................................................................................3
     1.17.  "LMA".................................................................................................3
     1.18.  "Material Adverse Effect".............................................................................3
     1.19.  "Permitted Liens".....................................................................................3
     1.20.  "Station".............................................................................................3
     1.21.  "Tax".................................................................................................3
     1.22.  "Transfer Taxes"......................................................................................3

ARTICLE TWO

     Purchase and Sale of Assets; Assumption of Liabilities.......................................................4
     2.1.  Transfer of Assets.....................................................................................4
              (a)  FCC Licenses and Other Governmental Authorizations.............................................4
              (b)  Personal Property..............................................................................4
              (c)  Real Property..................................................................................4
              (d)  Agreements.....................................................................................4
              (e)  Records........................................................................................4
              (f)  Accounts and Notes Receivable..................................................................4
              (g)  Prepaid Expenses...............................................................................4




                                       i


<PAGE>






                                                                                                      Page

     2.2.  Excluded Assets...............................................................................5
     2.3.  Instruments of Conveyance and Transfer........................................................5
     2.4.  Further Assurances............................................................................6
     2.5.  Assumption of Liabilities.....................................................................6

ARTICLE THREE

     Closing; Payment of Purchase Price..................................................................6
     3.1.  Closing Date..................................................................................6
     3.2.  Purchase Price and Payment....................................................................6
     3.3. Appraisal, Purchase Price Allocation and Tax Reporting.........................................7

ARTICLE FOUR

     Representations and Warranties......................................................................7
     4.1.  Representations and Warranties of Seller......................................................7
              (a)  Due Organization; Good Standing and Power.............................................8
              (b)  Authorization and Validity of Agreement...............................................8
              (c)  Governmental Approvals; Conflicts.....................................................8
              (d)  Title to Properties; Absence of Liens.................................................9
              (e)  Delivery and Validity of Contracts....................................................9
              (f)  Equipment.............................................................................9
              (g)  Legal Proceedings....................................................................10
              (h)  Insurance............................................................................10
              (i)  Intellectual Properties..............................................................10
              (j)  FCC Licenses and Other Governmental Authorizations...................................10
              (k)  Conduct of Business in Compliance with Regulatory Requirements.......................11
              (l)  Taxes................................................................................11
              (m)  Personnel Information................................................................11
              (n)  Environmental Matters................................................................11
              (o)  Certain Fees.........................................................................11
              (p)  Transactions with Affiliates.........................................................12
              (q)  Conduct in the Ordinary Course.......................................................12
              (r)  Disclosure...........................................................................12
     4.2.  Representations and Warranties of Buyer......................................................12
              (a)  Due Organization; Good Standing and Power............................................12
              (b)  Authorization and Validity of Agreement..............................................12
              (c)  Governmental Approvals; Conflicts....................................................13
              (d)  Legal Proceedings....................................................................13
              (e)  Financial Capacity...................................................................13
              (f)  Qualification........................................................................14
              (g)  Certain Fees.........................................................................14





                                       ii

<PAGE>






                                                                                                      Page

     4.3.  Acknowledgment of Buyer......................................................................14
     4.4.  Expiration of Representations and Warranties.................................................14

ARTICLE FIVE

     Covenants Prior to Closing.........................................................................15
     5.1.  Access to Information Concerning Properties and Records......................................15
     5.2.  Conduct of the Business of the Station Pending the Closing...................................15
     5.3.  Further Actions..............................................................................16
     5.4.  FCC Licenses.................................................................................17
     5.5.  Buyer Qualification..........................................................................17
     5.6.  Station's Employees..........................................................................17
     5.7.  Environmental Due Diligence..................................................................18
     5.8.  Supplements to Disclosure....................................................................18

ARTICLE SIX

     Conditions Precedent...............................................................................18
     6.1.  Conditions Precedent to Obligations of Both Parties..........................................18
              (a)  No Injunction, etc...................................................................18
              (b)  Antitrust Matters....................................................................18
              (c)  FCC Matters..........................................................................19
     6.2.  Conditions Precedent to Obligations of Buyer.................................................19
              (a)  Accuracy of Representations and Warranties of Seller.................................19
              (b)  Performance of Agreements............................................................19
              (c)  No Adverse Modification of FCC Licenses..............................................19
              (d)  Officer's Certificate................................................................20
              (e)  Opinions.............................................................................20
              (f)  Actions and Proceedings..............................................................20
              (g)  Third-Party Consents.................................................................20
              (h)  Payment of Indebtedness; Financing Statements........................................20
              (i)  Deliveries...........................................................................20
     6.3.  Conditions Precedent to Obligations of Seller................................................21
              (a)  Accuracy of Representations and Warranties of Buyer..................................21
              (b)  Performance of Agreements............................................................21
              (c)  Officer's Certificate................................................................21
              (d)  Instruments of Assumption............................................................21
              (e)  Opinion..............................................................................22
              (f)  Actions and Proceedings..............................................................22
              (g)  Deliveries...........................................................................22





                                      iii


<PAGE>






                                                                                                      Page

ARTICLE SEVEN

     Indemnification....................................................................................22
     7.1.  Indemnification by Seller....................................................................22
              (a)  General..............................................................................22
              (b)  Limitation on Indemnification........................................................23
              (c)  Exclusive Remedy.....................................................................23
     7.2.  Indemnification by Buyer.....................................................................23
              (a)  General..............................................................................23
              (b)  Limitation on Indemnification........................................................24
              (c)  Exclusive Remedy.....................................................................24
     7.3.  Indemnification Procedures...................................................................24

ARTICLE EIGHT

     Termination........................................................................................25
     8.1.  General......................................................................................25
     8.2.  No Liabilities in Event of Termination.......................................................26

ARTICLE NINE

     Post-Closing Covenants.............................................................................27
     9.1.  Access to Books and Records..................................................................27
     9.2.  Further Agreements...........................................................................27
     9.3.  Financial Statements.........................................................................27

ARTICLE TEN

     Miscellaneous......................................................................................27
     10.1.  Public Announcements........................................................................27
     10.2.  Expenses....................................................................................28
     10.3.  Transfer Taxes..............................................................................28
     10.4.  Notices.....................................................................................28
     10.5.  Entire Agreement............................................................................29
     10.6.  Assignment..................................................................................29
     10.7.  No Third-Party Beneficiaries................................................................30
     10.8.  Amendment; Waiver...........................................................................30
     10.9.  Interpretation..............................................................................30
     10.10.  Severability...............................................................................30
     10.11.  Counterparts...............................................................................31
     10.12.  Governing Law; Jurisdiction................................................................31

</TABLE>







                                       iv

<PAGE>


                         LIST OF EXHIBITS AND SCHEDULES

Exhibit A                  -        Opinion of Barbara Burns
Exhibit B                  -        Opinion of Schwartz, Woods & Miller
Exhibit C                  -        Opinion of Michael B. Milsom

Schedule 2.1(a)(i)         -        FCC Licenses
Schedule 2.1(a)(ii)        -        Governmental Authorizations
Schedule 2.1(b)   -        Equipment
Schedule 2.1(c)   -        Real Property
Schedule 2.1(d)   -        Contracts and Agreements
Schedule 2.2(h)   -        Excluded Assets
Schedule 4.1(c)   -        Filings, Consents and Approvals
Schedule 4.1(d)   -        Liens
Schedule 4.1(e)   -        Validity of Contracts and Agreements
Schedule 4.1(f)   -        Equipment Not in Satisfactory Condition
Schedule 4.1(g)   -        Legal Proceedings
Schedule 4.1(h)   -        Insurance
Schedule 4.1(j)   -        Proceedings Against the FCC Licenses
Schedule 4.1(m)   -        Personnel Information
Schedule 4.1(p)   -        Affiliate Transactions
Schedule 4.1(q)   -        Certain Changes
Schedule 6.2(g)   -        Material Contracts


<PAGE>

                            ASSET PURCHASE AGREEMENT


                  ASSET PURCHASE  AGREEMENT,  dated as of May 14, 1997,  between
Greater  Boston Radio,  Inc., a Delaware  corporation  ("Seller"),  and American
Radio Systems Corporation, a Delaware corporation ("Buyer").

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual covenants and agreements hereinafter set forth, the parties hereto hereby
agree as follows:


                                   ARTICLE ONE

                  1.1.  "Affiliate"  shall  mean  a  person  that  directly,  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, the person specified.

                  1.2. "Ancillary  Agreements" shall mean the LMA and the Escrow
Agreement.

                  1.3. "Closing Date" shall mean the actual time and date of the
Closing.

                  1.4.  "Code" shall mean the Internal  Revenue Code of 1986, as
amended,  together with all  regulations  and rulings  issued  thereunder by any
govern mental authority.

                  1.5. "Communications Act" shall mean the Communications Act of
1934, as amended, and the published rules and regulations thereunder.

                  1.6.  "Environmental  Laws" shall mean all applicable federal,
state and local laws and regulations  relating to the pollution or protection of
the  environment,   including  laws  and  regulations   relating  to  emissions,
discharges,  releases or  threatened  releases of  pollutants,  contaminants  or
hazardous  or toxic  materials  or  wastes  into  ambient  air,  surface  water,
groundwater  or lands or  otherwise  relating to the manu  facture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants, contaminants or hazardous or toxic materials or waste.

                  1.7.   "Equipment"   shall  mean  all  equipment,   furniture,
furnishings,  fixtures and other tangible  personal  property listed on Schedule
2.1(b) hereto, together







<PAGE>



with any replacements  thereof or additions thereto made between the date hereof
and the Closing Date, less any items used, consumed, or expended in the ordinary
course of business consistent with past practice between the date hereof and the
Closing Date.

                  1.8. "Escrow Agreement" shall mean the Escrow Agreement, dated
as of the date hereof, among Buyer, Seller and the Escrow Agent.

                  1.9.  "FCC   Application"   shall  mean  the   application  or
applications  that  Seller and Buyer must file with the  Federal  Communications
Commission  (the "FCC")  requesting its written consent to the assignment of the
FCC Licenses from Seller to Buyer.

                  1.10.  "FCC  Licenses"   shall  mean  licenses,   permits  and
authorizations that have been issued by the FCC for use by the Station listed on
Schedule 2.1(a)(i) hereto.

                  1.11.  "Final  Order"  shall mean action which shall have been
taken by the FCC  (including  action duly taken by the FCC's staff,  pursuant to
delegated authority) (i) which shall not have been reversed,  stayed,  enjoined,
set aside,  annulled or suspended,  (ii) with respect to which no timely request
for stay, petition for re hearing,  appeal or certiorari or sua sponte action of
the FCC with comparable effect shall be pending,  and (iii) as to which the time
for filing any such request,  petition,  appeal, certiorari or for the taking of
any  such  sua  sponte  action  by the  FCC  shall  have  expired  or  otherwise
terminated.

                  1.12.  "Governmental  Authorizations"  shall  mean  all  other
licenses,  permits,  consents,  approvals,  authorizations,  qualifications  and
orders of governmental authorities listed on Schedule 2.1(a)(ii) hereto.

                  1.13.  "Hazardous Substance" shall mean any toxic or hazardous
substance  that is regulated by or under  authority  of any  Environmental  Law,
including any asbestos or polychlorinated biphenyls.

                  1.14. "HSR Act" shall mean the Hart-Scott-Rodino  Antitrust Im
provement Act of 1976, as amended, and the rules and regulations thereunder.

                  1.15.  "Intellectual  Properties"  shall mean all  trademarks,
tradenames,  service  marks,  copyrights,   patents,  jingles,  slogans,  visual
materials,  logos and existing promotional  materials registered with the United
States Patent and Trademark Office or the United States Copyright Office, as the
case may be, or any similar state




                                       2


<PAGE>



trademark office, or any application  therefor,  in connection with the business
and operation of the Station.

                  1.16.   "Liens"  shall  mean  all  claims,   liens,   security
interests,  charges,  leases,  encumbrances,  licenses or sublicenses  and other
restrictions of any kind and nature.

                  1.17. "LMA" shall mean the Time Brokerage Agreement,  dated as
of the date hereof, between Seller and Buyer.

                  1.18.  "Material Adverse Effect" shall mean a material adverse
effect on the  business,  financial  condition or results of  operations  of the
Station or the ability of Seller to  consummate  the  transactions  contemplated
hereby or by the Ancillary Agreements.

                  1.19. "Permitted Liens" shall mean Liens for Taxes not yet due
and payable or being contested in good faith by appropriate  proceedings,  Liens
of landlords, carriers, warehousemen,  mechanics and materialmen incurred in the
ordinary  course of business  for sums not yet due,  Liens  incurred or deposits
made  in  the  ordinary   course  of  business  in   connection   with  workers'
compensation,  un employment insurance and other types of social security, or to
secure the  performance  of  statutory  obligations,  surety  bonds,  leases and
similar obligations and such other Liens,  imperfections of title, easements and
pledges,  if any,  as do not  materially  interfere  with the present use of the
Assets encumbered thereby.

                  1.20.  "Station"  shall mean radio  station  WNFT(AM),  Boston
Massachusetts.

                  1.21.  "Tax"  shall mean any tax,  duty,  fee,  levy,  impost,
charge or  assessment  imposed  by any  governmental  authority  (including  all
interest and penalties thereon and additions thereto, whether disputed or not).

                  1.22. "Transfer Taxes" shall mean any sales, use, value added,
documentary, stamp, gross receipts, registration,  transfer, conveyance, excise,
recording, license and other similar Taxes.





                                       3



<PAGE>



                                   ARTICLE TWO

             Purchase and Sale of Assets; Assumption of Liabilities

                  2.1.  Transfer  of Assets.  Upon the terms and  subject to the
conditions of this Agreement,  on the Closing Date,  Seller shall sell,  convey,
assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from
Seller,  all of the assets of Seller  relating to the Station  free and clear of
all Liens, except for Permitted Liens, except as provided in Section 2.2 hereof,
including, but not limited to, the following (collectively, the "Assets"):

                  (a) FCC Licenses and Other  Governmental  Authorizations.  (i)
         Subject  to  prior  FCC  approval,   the  FCC  Licenses  and  (ii)  the
         Governmental Author izations;

                  (b) Personal Property.  The Equipment,  and all warranties and
         guar antees,  if any,  express or implied,  existing for the benefit of
         Seller in connec tion with the Equipment to the extent assignable;

                  (c) Real  Property.  The real  property  described on Schedule
         2.1(c) hereto;

                  (d)   Agreements.   All  contracts,   commitments   and  other
         agreements  listed on Schedule  2.1(d) hereto and all other  contracts,
         commitments  and other  agreements  entered into by Seller  between the
         date hereof and the Closing Date in accordance  with Section 5.2 hereof
         or the LMA;

                  (e) Records. An original or a copy of all files, records, logs
         and  program  materials  maintained  by Seller at the  Station  and all
         proprietary information, technical information and data, maps, computer
         discs and tapes, plans, diagrams, blueprints and schematics,  including
         filings with the FCC;

                  (f)  Accounts  and Notes  Receivable.  All  accounts and notes
         receivable  of Seller  arising out of or relating to the Station  after
         12:01 a.m.,  local time, on the date of the  effectiveness  of the LMA;
         and

                  (g)  Prepaid  Expenses.   All  prepaid   operating   expenses,
         deposits,  and warranty  rights of Seller arising out of or relating to
         the  Station  after  12:01  a.m.,  local  time,  on  the  date  of  the
         effectiveness of the LMA.



                                       4




<PAGE>



                  2.2.  Excluded  Assets.  Notwithstanding  Section  2.1 hereof,
Buyer and Seller  expressly  understand  and agree that  Seller  shall not sell,
convey, assign, transfer or deliver to Buyer the following assets (collectively,
the "Excluded Assets"):

                  (a) All cash, cash  equivalents,  bank deposits and securities
         owned by or for the benefit of Seller;

                  (b) All accounts and notes receivable of Seller arising out of
         or relating to the business and operation of the Station prior to 12:01
         a.m., local time, on the date of the effectiveness of the LMA;

                  (c) All prepaid  operating  expenses,  deposits,  and warranty
         rights  of  Seller  arising  out of or  relating  to the  business  and
         operation of the Station  prior to 12:01 a.m.,  local time, on the date
         of the effectiveness of the LMA;

                  (d) Any rights of Seller to any refunds (and interest thereon)
         of Taxes and any  deposits  of Seller with any  governmental  authority
         relating to Taxes;

                  (e) All insurance policies of Seller relating to the Assets or
         the business or operations of the Station;

                  (f) All  books and  records  pertaining  to the  organization,
         existence or  capitalization of Seller and all books and records Seller
         is required by law to retain;

                  (g) The names and marks "Greater Media",  "Greater Boston" and
         the "G" logo,  whether alone or in combination  with one or more words,
         in any case  including any related or similar trade names,  trademarks,
         service  marks,  call  letters  or  logos  to the  extent  the same may
         incorporate  such  names,  marks,  logos,  words  or  initials  or  any
         variation thereof and all goodwill associated with the foregoing; and

                  (h) (i) Any  contracts,  commitments  or other  agreements  of
         Seller not expressly  assumed by Buyer and (ii) all other assets listed
         on Schedule 2.2(h) hereto.

                  2.3.  Instruments of Conveyance  and Transfer.  On the Closing
Date,  Seller shall: (a) deliver to Buyer such quitclaim  deeds,  bills of sale,
endorsements,  consents,  assignments, and other good and sufficient instruments
of conveyance  and  assignment as shall be effective to vest in Buyer all right,
title and  interest  of Seller in and to the Assets free and clear of all Liens,
except Permitted Liens, and (b) deliver



                                       5



<PAGE>



to Buyer (or  cause to be filed at the  Station)  copies  of all the  contracts,
commitments,  agreements,  files, records,  books and other data included in the
Assets.

                  2.4. Further  Assurances.  From time to time after the Closing
Date,  Seller shall execute and deliver such other instruments of conveyance and
assignment and take such other actions as Buyer  reasonably may request in order
to convey, assign, transfer and deliver to Buyer any of the Assets.

                  2.5.  Assumption  of  Liabilities.  Buyer  shall not assume or
undertake  to  pay,   satisfy  or  discharge  any  liabilities   (including  any
liabilities arising in connection with any litigation), obligations, commitments
or  responsibilities  of Seller except for those  arising  under the  contracts,
commitments and other agreements referred to in Section 2.1(d) hereof, and other
contracts,  commitments  and  agreements  assumed  under the LMA,  and then with
respect to any such contract,  commitment or agreement  only those  liabilities,
obligations,  commitments and responsibilities  accruing after the date on which
such contract,  commitment or agreement is assumed  (collectively,  the "Assumed
Liabilities").


                                  ARTICLE THREE

                       Closing; Payment of Purchase Price

                  3.1.   Closing   Date.   The  closing   with  respect  to  the
transactions pro vided for in this Agreement (the "Closing") shall take place at
the offices of Debevoise & Plimpton,  875 Third Avenue,  New York,  New York, at
10:00 a.m., local time, no later than the fifth business day following the later
to  occur  of (a) the day on  which  the  action  by the  FCC  granting  the FCC
Application  shall have become a Final Order,  (b) the expiration or termination
of the waiting period under the HSR Act and (c) the  satisfaction of each of the
conditions  specified in Article Six hereof (unless waived by the party entitled
to waive such  condition),  except as  otherwise  agreed by Buyer and Seller and
subject to the termination provisions of Article Seven hereof.

                  3.2.  Purchase  Price and Payment.  In  consideration  for the
Assets,  and subject to the terms and conditions of this Agreement,  Buyer shall
assume the Assumed  Liabilities  on the Closing  Date as provided in Section 2.5
hereof and pay an  aggregate  amount of  $4,500,000  (the  "Purchase  Price") as
follows:




                                       6



<PAGE>



                  (a) Deposit.  Upon  execution of this  Agreement,  Buyer shall
         deposit the sum of $450,000 (the  "Deposit")  with Serafin Bros.,  Inc.
         (the "Escrow Agent"), to be held in escrow pursuant to the terms of the
         Escrow Agreement.

                  (b) Cash at  Closing.  On the Closing  Date,  Buyer and Seller
         shall cause the Escrow Agent to deliver the  Deposit,  and all interest
         accrued  thereon,  to Seller,  which shall be credited to the  Purchase
         Price,  and Buyer shall pay to Seller the excess of the Purchase  Price
         over the Deposit and all interest  accrued thereon by wire transfers of
         immediately  available funds to such accounts of Seller as Seller shall
         have designated to Buyer at least two business days before the Closing.

                  3.3.  Appraisal,  Purchase Price Allocation and Tax Reporting.
(a) Within 90 days of the Closing  Date,  Buyer shall have an  appraisal  of the
Assets prepared (the "Appraisal"), the fees and expenses of which shall be borne
by Buyer. Buyer shall cause a copy of the Appraisal to be delivered to Seller.

                  (b) If and to the extent  that  Buyer and  Seller  agree on an
allocation  of the  aggregate  amount  of the  Purchase  Price  and the  Assumed
Liabilities among the Assets (the "Purchase Price Allocation"), Buyer and Seller
shall,  and shall  cause each of their  Affiliates  to, (i) prepare and file all
statements or other information required to be furnished to any taxing authority
pursuant to section 1060 of the Code or other  applicable tax law (including IRS
Form 8594) in a manner  consistent  with the  Purchase  Price  Allocation,  (ii)
prepare all tax  returns  and  reports  required to be filed by them in a manner
consistent with the Purchase Price  Allocation,  and (iii) not take any position
contrary to the Purchase Price  Allocation with any government  agency or taxing
authority.

                  (c) Notwithstanding any other provision of this Agreement, the
provisions of this Section 3.3 shall survive the Closing without limitation.


                                  ARTICLE FOUR

                         Representations and Warranties

                  4.1.   Representations   and  Warranties  of  Seller.   Seller
represents and warrants to Buyer as follows:

                  (a) Due Organization; Good Standing and Power. Seller is a cor
         poration duly  organized,  validly  existing and in good standing under
         the laws




                                       7


<PAGE>



         of the State of  Delaware  and has all  requisite  corporate  power and
         authority to own,  lease and operate its assets and  properties  and to
         conduct the business and  operation of the Station as now  conducted by
         it.  Seller has all  requisite  power and  authority to enter into this
         Agreement and the Ancillary  Agreements and to perform its  obligations
         hereunder and thereunder.  Seller is duly qualified to do business as a
         foreign   corporation   and  is  in  good   standing  in  each  of  the
         jurisdictions  in which  the  conduct  of its  business  requires  such
         qualification,  except where the failure to so qualify or to be in good
         standing  would not  reasonably be expected to have a Material  Adverse
         Effect.

                  (b) Authorization and Validity of Agreement. The execution and
         delivery of this  Agreement and the Ancillary  Agreements by Seller and
         the consummation by Seller of the transactions  contemplated hereby and
         thereby have been duly authorized by all necessary  corporate action on
         the part of Seller.  This Agreement and the Ancillary  Agreements  have
         been duly  executed and  delivered by Seller and  constitute  valid and
         legally binding  obligations of Seller,  enforceable  against Seller in
         accordance  with  their  respective  terms,  except  as the same may be
         limited   by   applicable   bankruptcy,   reorganization,   insolvency,
         fraudulent  conveyance,   moratorium,   receivership  or  similar  laws
         affecting  creditors'  rights  or  remedies  generally  and by  general
         principles of equity  (whether  considered in a proceeding at law or in
         equity).

                  (c) Governmental Approvals;  Conflicts. Except as set forth on
         Schedule  4.1(c)  hereto,  the execution and delivery of this Agreement
         and the Ancillary  Agreements by Seller and the  consummation by Seller
         of the trans  actions  contemplated  hereby  and  thereby  (i) will not
         violate  (with or without  the giving of notice or the lapse of time or
         both), or require any consent,  approval,  filing or notice under,  any
         provision of any law,  rule or  regulation,  court  order,  judgment or
         decree  applicable to Seller and (ii) will not conflict with, or result
         in the breach or  termination  of any  provision  of, or  constitute  a
         default under, or result in the  acceleration of the performance of the
         obligations  of Seller  under,  or result  in the  creation  of a lien,
         charge or  encumbrance  upon any  portion of the  Assets,  or under the
         articles  of  incorporation  or  by-laws  of Seller  or any  indenture,
         mortgage,   deed  of  trust,  lease,  licensing  agreement,   contract,
         instrument  or other  agreement  to which Seller is a party or by which
         Seller or any of the Assets is bound.

                  (d) Title to Properties;  Absence of Liens.  Seller (i) is the
         owner of  marketable  fee title to the fee property  listed on Schedule
         2.1(c)  hereto  and  (ii)  has good  title  to all  material  Equipment
         relating to the  business  and  operation  of the  Station  included as
         Assets listed on Schedule 2.1(b) hereto.



                                       8



<PAGE>



         Such Assets are in good operating  condition and repair,  ordinary wear
         and tear  excepted.  Such title is free and clear of all Liens,  except
         for Permitted  Liens or as  specifically  set forth on Schedule  4.1(d)
         hereto. The transmitters and towers owned by the Station, and all other
         items of transmitting  and studio  equipment  listed on Schedule 2.1(b)
         hereto,  (x) have been maintained in a manner consistent with generally
         accepted  standards  of good  engineering  practice,  (y)  will  permit
         operation  of the  Station  in  accordance  with  the  terms of the FCC
         Licenses,  the published  rules and  regulations of the FCC and, to the
         best of  Seller's  knowledge,  all  other  applicable  laws and (z) are
         located on real property owned by Seller.

                  (e) Delivery and Validity of Contracts.  (i) True and complete
         copies of all contracts,  commitments and other agreements  relating to
         the business and  operation of the Station  (including  all  amendments
         thereto)  referred  to on  Schedule  2.1(d)  hereto  either  have  been
         delivered  or made  available  to  Buyer,  (ii)  except as set forth on
         Schedule 4.1(e) hereto, all contracts, commitments and other agreements
         relating to the  business and  operation of the Station  referred to in
         such  Schedules  are in full force and effect in all material  respects
         and (iii) except as set forth on Schedule 4.1(e) hereto,  Seller is not
         in breach or  default in the  performance  of any  material  obligation
         thereunder and, to Seller's knowledge, no other contracting party is in
         breach  or  default  in  the  performance  of any  material  obligation
         thereunder.  Schedule 2.1(d) hereto sets forth all contracts, leases of
         personal  property and commitments which involve payment to or from the
         Station  during the term of such contract,  lease or commitment.  There
         are no trade or barter  agreement as of the date hereof relating to the
         business and operation of the Station.

                  (f) Equipment.  Except as described on Schedule 4.1(f) hereto,
         the Equipment is in good  operating  condition  and repair,  except for
         equipment  temporarily  under  repair or out of service in the ordinary
         course of the business of the Station. EXCEPT AS OTHERWISE SPECIFICALLY
         SET FORTH IN THIS  AGREEMENT,  SELLER  EXPRESSLY  DISCLAIMS ANY IMPLIED
         WARRANTY  OR  REPRESENTATION  AS  TO  CONDITION,   MERCHANTABILITY   OR
         SUITABILITY AS TO ANY OF THE ASSETS.

                  (g) Legal Proceedings.  Except as described on Schedule 4.1(g)
         hereto,   there   is  no   litigation,   proceeding   or   governmental
         investigation  to which Seller is a party  pending or, to the knowledge
         of Seller,  threatened  against  Seller  relating  to the Assets or the
         business and operation of the Station or the trans actions contemplated
         by this Agreement or the Ancillary Agreements which would reasonably be
         expected to have a Material Adverse Effect.



                                       9



<PAGE>



                  (h)  Insurance.  Schedule  4.1(h) hereto sets forth a complete
         and correct list,  as of the date hereof,  of the policies of insurance
         currently maintained by Seller with respect to the Station.

                  (i) Intellectual  Properties.  Seller has no right or title to
         or interest in any Intellectual Properties.

                  (j) FCC Licenses and Other Governmental Authorizations. Seller
         has  and  is the  authorized  legal  holder  of all  FCC  Licenses  and
         Governmental  Authorizations  set  forth  on  Schedules  2.1(a)(i)  and
         2.1(a)(ii)  hereto,  re spectively.  The FCC Licenses and  Governmental
         Authorizations  are all of the  licenses,  permits  and  authorizations
         required for the  operation of the Station as it is now  operated.  The
         FCC Licenses and the Governmental  Authorizations are valid and in full
         force and effect,  are  unimpaired  by any acts or omissions of Seller,
         are free and  clear  of any  restrictions  which  would  reasonably  be
         expected to limit the present  operation of the Station,  and are valid
         for the balance of their respective license terms.  Except as set forth
         on Schedule  4.1(j)  hereto,  no  application,  action or proceeding is
         pending for the renewal or modification of any of the FCC Licenses and,
         to the knowledge of Seller,  there is not now issued or outstanding any
         investigation,  proceeding,  notice of violation  or complaint  against
         Seller at the FCC as of the date hereof  relating to the  Station.  The
         Station is being operated in all material  respects in accordance  with
         the  terms  and  conditions  of  the  FCC  Licenses  and   Governmental
         Authorizations  and the published rules and regulations of the FCC. All
         ownership reports, renewal applications and other reports and documents
         required  to be  filed  with the FCC by or on  behalf  of  Seller  with
         respect to the  Station  have been timely  filed with the FCC,  and all
         such reports,  applications  and other documents are true and complete.
         Seller maintains an appropriate public inspection file at the Station's
         studio in accordance  with the published  rules and  regulations of the
         FCC. To the  knowledge of Seller,  Seller has no reason to believe that
         the FCC will not renew the FCC  Licenses in the  ordinary  course for a
         full term without any material qualifications.

                  (k)  Conduct  of  Business  in  Compliance   with   Regulatory
         Requirements.  Seller is  conducting  the business and operation of the
         Station  so  as  to  comply  with  all  applicable  laws,   ordinances,
         regulations and licenses in all material respects.

                  (l) Taxes.  No event has  occurred  or  condition  exists that
         could  result in any  liability  being  imposed  on Buyer by any taxing
         authority for any Taxes



                                       10



<PAGE>



         of Seller for any taxable period, or imposed with respect to the Assets
         for any  taxable  period or  portion  thereof  ending on or before  the
         Closing Date.

                  (m)  Personnel  Information.  Except as set forth on  Schedule
         4.1(m)  hereto,  there  are no  employees  of  Seller  relating  to the
         business of the Station ("Station's Employees").

                  (n)  Environmental   Matters.  (i)  Seller  has  all  permits,
         licenses and other  authorizations  required under  Environmental Laws,
         except   where  the  failure  to  hold  such   permits,   licenses  and
         authorizations  would not  reasonably  be  expected  to have a Material
         Adverse  Effect.  Seller is in compliance with all terms and conditions
         of such permits, licenses and authorizations,  except where the failure
         to so comply  would  not  reasonably  be  expected  to have a  Material
         Adverse Effect.

                      (ii)  Except as would not reasonably be expected to have a
         Material  Adverse  Effect:  (A) to the  knowledge  of  Seller,  no real
         property  currently or formerly owned or operated by Seller relating to
         the Station is contaminated  with any Hazardous  Substance,  (B) Seller
         has not disposed or arranged  for the disposal of Hazardous  Substances
         so  as  to  give  rise  to  liability  for  any  off-site  disposal  or
         contamination  and (C)  Seller has not  received  any claims or notices
         alleging  liability  under any  Environmental  Law,  and  Seller has no
         knowledge of any circumstances that could result in such claims.

                             (iii) No other  representations  or  warranties  in
         this  Agreement,  including,  but not  limited  to,  those set forth in
         Sections  4.1(c),  4.1(g) and 4.1(k)  hereof,  made by Seller  shall be
         deemed to relate to environmental matters.

                  (o) Certain  Fees.  With the  exception  of fees and  expenses
         payable to Serafin Bros.,  Inc., which will be paid by Seller,  neither
         Seller nor any of its officers,  directors or  employees,  on behalf of
         Seller,  has  employed  any  broker  or finder  or  incurred  any other
         liability  for any  brokerage  fees,  commissions  or finders'  fees in
         connection  with  the  transactions   contemplated  hereby  or  by  the
         Ancillary Agreements.

                  (p)  Transactions  with  Affiliates.  Except  as set  forth on
         Schedule  4.1(p) hereto,  all real  property,  Equipment and contracts,
         commitments  and other  agreements  to be assumed by Buyer are owned or
         held by Seller,  and no Affiliate of Seller owns or leases  property or
         is a party to any contract  affecting or relating to the  operations of
         the Station.



                                       11



<PAGE>



                  (q) Conduct in the  Ordinary  Course.  Except as  described on
         Schedule  4.1(q)  hereto,  since  December 31, 1996, the operations and
         business of the Station have been  conducted  in all material  respects
         only in the ordinary course.

                  (r)  Disclosure.  None of this Agreement or any certificate or
         other   document   delivered  in  connection   with  the   transactions
         contemplated  by this  Agreement  contains  any untrue  statement  of a
         material fact or omits any  statement of a material  fact  necessary to
         make any statement contained herein or therein not misleading.

                  4.2. Representations and Warranties of Buyer. Buyer represents
and warrants to Seller as follows:

                  (a) Due Organization;  Good Standing and Power. Buyer is a cor
         poration duly  organized,  validly  existing and in good standing under
         the laws of the State of Delaware.  Buyer has all  requisite  corporate
         power and  authority  to enter into this  Agreement  and the  Ancillary
         Agreements  and to perform its  obligations  hereunder and  thereunder.
         Buyer is duly qualified to do business as a foreign corporation, and is
         in good standing,  in each of the jurisdictions in which the conduct of
         its business requires such  qualification,  except where the failure to
         so qualify or to be in good standing  would not  reasonably be expected
         to have a material  adverse  effect on the  ability of Buyer to perform
         its obligations hereunder or under the Ancillary Agreements.

                  (b) Authorization and Validity of Agreement. The execution and
         delivery of this  Agreement and the  Ancillary  Agreements by Buyer and
         the consummation by Buyer of the transactions  contemplated  hereby and
         thereby have been duly authorized by all necessary  corporate action on
         the part of Buyer.  This  Agreement and the Ancillary  Agreements  have
         been duly  executed  and  delivered by Buyer and  constitute  valid and
         legally  binding  obligations of Buyer,  enforceable in accordance with
         their respective terms, except as the same may be limited by applicable
         bankruptcy,   reorganization,    insolvency,   fraudulent   conveyance,
         moratorium, receivership or similar laws affecting creditors' rights or
         remedies  generally  and  by  general  principles  of  equity  (whether
         considered at law or in equity).

                  (c)  Governmental  Approvals;  Conflicts.  The  execution  and
         delivery of this  Agreement and the  Ancillary  Agreements by Buyer and
         the  consummation  by it of the  transactions  contemplated  hereby and
         thereby (i) will not  violate  (with or without the giving of notice or
         the lapse of time or both), or require



                                       12



<PAGE>



         any consent, approval, filing or notice under any provision of any law,
         rule or  regulation,  court  order,  judgment or decree  applicable  to
         Buyer, except for such consents,  approvals,  filings and notices which
         may be required under the HSR Act or the  Communications Act (including
         the FCC  Consent) and except for such  violations,  the  occurrence  of
         which, and such consents, approvals, filings or notices, the failure of
         which to obtain or make, would not reasonably be expected to materially
         adversely  affect the ability of Buyer to consummate  the  transactions
         contemplated hereby or by the Ancillary  Agreements,  and (ii) will not
         conflict with, or result in the breach or termination of any pro vision
         of, or constitute a default under, or result in the acceleration of the
         performance  of  the  obligations  of  Buyer  under,  the  articles  of
         incorporation or by-laws of Buyer or any indenture,  mortgage,  deed of
         trust,  lease,  licensing  agreement,  contract,  instrument  or  other
         agreement  to which  Buyer  is a party or by which  Buyer or any of its
         assets or properties  is bound,  except for such  conflicts,  breaches,
         terminations,  defaults or accelerations  which would not reasonably be
         expected  to  materially  adversely  affect  the  ability  of  Buyer to
         consummate  the  transactions  contemplated  hereby or by the Ancillary
         Agreements.

                  (d) Legal Proceedings.  There is no litigation,  proceeding or
         govern  mental  investigation  to which Buyer is a party pending or, to
         the  knowledge  of  Buyer,   threatened  against  it  relating  to  the
         transactions contemplated by this Agreement or the Ancillary Agreements
         which would  reasonably be expected to materially  adversely affect the
         ability of Buyer to consummate the trans actions contemplated hereby or
         by the Ancillary Agreements.

                  (e)  Financial  Capacity.  Buyer  has,  or will have as of the
         Closing  Date,  all funds  necessary  to enable  Buyer to perform  this
         Agreement  and  the  Ancillary  Agreements  in  accordance  with  their
         respective terms.

                  (f)   Qualification.   As  of  the  date  hereof,   under  the
         Communications Act and the present rules,  regulations and practices of
         the FCC, (i) Buyer is legally and  technically  qualified to become the
         licensee of the Station and is financially  qualified to consummate the
         transactions  contemplated  hereby and by the Ancillary  Agreements and
         (ii) will not  require  any special  waiver or  exemption  from any FCC
         rule,  regulation  or policy to enable the FCC to find it  qualified to
         become the  licensee  of the  Station.  Buyer will take no action  that
         Buyer knows, or has reason to know,  would  disqualify Buyer from being
         the assignee of the FCC Licenses and Governmental Authorizations or the
         owner or operator of the Station under the Communications Act and the



                                       13



<PAGE>



         present  rules,  regulations  and  practices  of the FCC, and will take
         prompt   commercially    reasonable   action   to   remove   any   such
         disqualification.

                  (g)  Certain  Fees.  Neither  Buyer  nor any of its  officers,
         directors or employees,  on behalf of Buyer, has employed any broker or
         finder  or  incurred  any  other  liability  for  any  brokerage  fees,
         commissions  or  finders'  fees in  connection  with  the  transactions
         contemplated hereby.

                  4.3.  Acknowledgment  of  Buyer.  Buyer has  conducted  to its
satisfaction  an independent  investigation  and  verification  of the financial
condition,  results of  operations,  assets,  liabilities  and properties of the
Station  and in  making  its  determination  to  proceed  with the  transactions
contemplated  hereby,  Buyer has relied on the  results  of such  investigation;
provided,  however,  that such investigation shall not be deemed to constitute a
waiver of any of Buyer's rights or remedies  hereunder.  The representations and
warranties  of Seller set forth in Section  4.1 hereof  constitute  the sole and
exclusive  representations  and warranties of Seller to Buyer in connection with
the transactions  contemplated  hereby, and Buyer understands,  acknowledges and
agrees  that all other  representations  and  warranties  of any kind or nature,
express or implied, written or oral (including, but not limited to, any relating
to the future or historical financial condition,  results of operations,  assets
or liabilities of the Station) are specifically disclaimed by Seller.

                  4.4. Expiration of Representations and Warranties.  Except for
the specific  representations and warranties referred to in Sections 7.1 and 7.2
hereof,  all  representations  and  warranties  of Seller and Buyer shall expire
with, and be terminated and extinguished by, the Closing and thereafter  Seller,
Buyer and any of their respective Affiliates, officers or directors, as the case
may  be,  shall  have  no  liability   whatsoever   with  respect  to  any  such
representation or warranty.


                                  ARTICLE FIVE

                           Covenants Prior to Closing

                  5.1. Access to Information  Concerning Properties and Records.
Seller agrees that,  during the period  commencing on the date hereof and ending
on the Closing Date,  (a) Seller will give or cause to be given to Buyer and its
representatives  such access,  during normal  business hours, to the properties,
books and  records  of Seller  relating  solely to the  Assets or  business  and
operation of the Station,  as Buyer shall from time to time  reasonably  request
and (b) Seller will furnish or cause to be furnished to Buyer such financial and
operating data and other information which



                                       14



<PAGE>



relates solely to the business and operation of the Station, as Buyer shall from
time  to  time  reasonably  request.  Buyer  and its  representatives  shall  be
entitled, in consultation with Seller, to such access to the representatives and
employees of Seller  involved in the  business  and  operation of the Station as
Buyer may reasonably request.

                  5.2.  Conduct  of the  Business  of the  Station  Pending  the
Closing.  Seller  agrees  that,  except  as  required  or  contemplated  by this
Agreement or the Ancillary Agreements,  or otherwise consented to or approved by
Buyer, during the period commencing on the date hereof and ending on the Closing
Date, it will:

                  (a) conduct the business and  operations of the Station in all
         material respects only in the ordinary course;

                  (b) upon the  effectiveness  of the LMA,  conduct the business
         and  operation of the Station in accordance  with Seller's  obligations
         under the LMA;

                  (c) (i) maintain the books,  accounts and records  relating to
         the  business and  operation  of the Station in the usual,  regular and
         ordinary manner and (ii) comply in all material  respects with all laws
         and contractual obligations applicable to the Station or to the conduct
         of the business and operation of the Station;

                  (d) (i)  operate  the  Station  in all  material  respects  in
         accordance  with the FCC Licenses and the rules and  regulations of the
         FCC and with all other material laws,  rules,  regulations  and orders,
         (ii) not fail to prosecute  with due diligence any pending  application
         to the FCC,  (iii) not cause or permit by any act,  or  failure to act,
         any of the FCC Licenses to expire, be surrendered,  adversely modified,
         or  otherwise  terminated  and (iv) if the Closing has not  occurred by
         December 31, 1997,  file an application for renewal of the FCC Licenses
         and use its commercially  reasonable best efforts and take all steps as
         may be necessary or proper to prosecute such application diligently and
         expeditiously,  including  opposing  any  petition  to deny or informal
         objection  and  furnishing  the FCC with  whatever  information  it may
         request.  If reconsideration or judicial review of the grant is sought,
         Seller  shall  oppose  such  efforts  for  reconsideration  or judicial
         review;

                  (e) not sell, convey, assign,  transfer,  deliver or otherwise
         dispose  of any of the  Assets,  except for Assets  used,  consumed  or
         expended  in the or dinary  course  of  business  consistent  with past
         practice;



                                       15



<PAGE>



                  (f) maintain the Assets in customary  repair,  maintenance and
         condition,  replace all items of Equipment at customary time intervals,
         and repair or replace any Asset that may be damaged or  destroyed  with
         items of equal or greater value and utility unless Seller determines in
         good faith that such repair or  replacement  is not  necessary  for the
         continued  operation of the Station in substantially the same manner as
         heretofore;

                  (g)  maintain  the  insurance  policies on the Station and the
         Assets listed in Schedule 4.1(h) hereto or their equivalent;

                  (h) (i) not  modify  or  change in any  material  respect  any
         material contract, lease, commitment or other agreement relating to the
         business and operation of the Station, except in the ordinary course of
         business consistent with past practice, and (ii) not waive any material
         claims or rights relating to the business and operation of the Station,
         except  in  the  ordinary  course  of  business  consistent  with  past
         practice; and

                  (i) not enter into any material contract, lease, commitment or
         other  agreement  relating to the business and operation of the Station
         except in accordance with Section 1.3 or 2.4 of the LMA,  provided that
         any such contract, lease, commitment or other agreement shall terminate
         on or prior to the Closing Date.

                  5.3.  Further  Actions.  Subject  to the terms and  conditions
hereof, Buyer and Seller agree to use their commercially reasonable best efforts
to take, or cause to be taken, all appropriate action, and to do, or cause to be
done, all things necessary, proper or advisable to consummate and make effective
the transactions contemplated hereby and by the Ancillary Agreements in the most
expeditious  manner   practicable.   Without  limiting  the  generality  of  the
foregoing, Buyer and Seller shall use their commercially reasonable best efforts
(i) to obtain  prior to the  Closing  Date,  all  consents,  authorizations  and
approvals from such governmental authorities and other third parties as shall be
necessary to permit the consummation of the transactions contemplated hereby and
by the Ancillary  Agreements,  (ii) to oppose, lift or rescind any injunction or
restraining order or other order adversely  affecting the ability of the parties
to  consummate  the  transactions  contemplated  hereby  and  by  the  Ancillary
Agreements and (iii) to furnish to each other such information and assistance as
reasonably may be requested in connection with the foregoing.  Where the consent
of any third party is required under the terms of any of the contracts,  leases,
commitments  or other  agreements to be assumed by Buyer  hereunder or under the
LMA, Buyer and Seller shall use their  commercially  reasonable  best efforts to
obtain such consent on terms and conditions  not materially  less favorable than
as in



                                       16



<PAGE>



effect  on the date  hereof.  Subject  to the  terms of the  LMA,  Seller  shall
promptly  notify Buyer of all material  changes in the business and operation of
the Station.

                  5.4.  FCC  Licenses.   Buyer  and  Seller   acknowledge   that
assignment  of the FCC Licenses by Seller to Buyer  requires  the prior  written
consent of the FCC.  Buyer and Seller  shall use their  commercially  reasonable
best  efforts and  cooperate  in promptly  filing or causing to be filed the FCC
Application  within 10  business  days after the date  hereof.  Buyer and Seller
shall use their  commercially  reasonable best efforts and take all steps as may
be  necessary  or  proper  to  prosecute  the  FCC  Application  diligently  and
expeditiously to a favorable conclusion, including opposing any petition to deny
or informal objection to the FCC Application. Buyer and Seller mutually agree to
provide  whatever  additional  information  the FCC may  reasonably  request  in
processing the FCC Application,  and to furnish such information within the time
established by the FCC in its request and any reasonable and necessary extension
thereof.  If  reconsideration  or judicial  review is sought with respect to the
consent of the  assignment  of the FCC  Licenses,  Buyer and Seller shall oppose
such efforts for reconsideration or judicial review.

                  5.5. Buyer  Qualification.  Prior to the Closing,  Buyer shall
exercise its commercially  reasonable best efforts to refrain from doing any act
which would disqualify it from being the licensee of the Station.

                  5.6. Station's Employees.  Seller agrees to be responsible for
the salary,  benefits and other  compensation  payable to, or severance or other
termination  benefits,  including any benefits  under the  Consolidated  Omnibus
Budget  Reconciliation  Act of  1985,  as  amended,  and any  other  liabilities
relating to the Station's  Employees alleged by the Station's  Employees.  Buyer
shall not hire any of the Station's Employees.

                  5.7. Environmental Due Diligence. At Buyer's option, Buyer, at
its sole  expense,  shall have  completed  within 10 days of the date  hereof an
environmental  due  diligence  review  relating to the fee property set forth on
Schedule  2.1(c) hereto,  including,  a Phase I  environmental  assessment  (the
"Phase I"), and notified  Seller in writing of the results of such due diligence
review  within such 10-day  period.  If a further  environmental  assessment  (a
"Phase II") is  recommended  by the Phase I, Buyer,  at its sole expense,  shall
have completed such Phase II within 14 days after the end of such 10-day period.
Buyer may not perform or cause to be performed  any invasive  review of such fee
property  without giving prior written notice to Seller and affording Seller the
opportunity  to observe such  review,  and Seller shall not delay such review by
Buyer.



                                       17




<PAGE>



                  5.8. Supplements to Disclosure. From time to time prior to the
Closing, Seller may amend or supplement the Schedules attached to this Agreement
with  respect to any matter  that,  if existing or  occurring at or prior to the
Closing  Date,  would have been  required to be set forth or described on such a
Schedule or that is  necessary  to complete  or correct any  information  in any
representation or warranty contained in Section 4.1 hereof, unless Buyer objects
to any such  amendment or  supplement  in writing  within five  business days of
receipt thereof.


                                   ARTICLE SIX

                              Conditions Precedent

                  6.1. Conditions  Precedent to Obligations of Both Parties. The
respec  tive  obligations  of Buyer and Seller to  consummate  the  transactions
contemplated by this Agreement shall be subject to the  satisfaction  (or waiver
by both  Buyer and  Seller)  at or prior to the  Closing  Date of the  following
conditions:

                  (a) No Injunction, etc. No preliminary or permanent injunction
         or other  order  issued  by any  federal  or state  court of  competent
         jurisdiction  in the United States or by any United  States  federal or
         state  governmental  or  regu  latory  body  nor  any  statute,   rule,
         regulation  or  executive  order  promulgated  or enacted by any United
         States federal or state governmental authority which restrains, enjoins
         or otherwise prohibits the transactions contemplated hereby shall be in
         effect.

                  (b) Antitrust  Matters.  The waiting period under the HSR Act,
         if applicable, shall have expired or shall have been terminated.

                  (c) FCC Matters.  The FCC shall have  released a public notice
         or other  written  notification,  including  notice  on FCC  Form  732,
         satisfactory to Buyer and Seller announcing its grant of consent to the
         FCC  Application and such grant shall have become a Final Order. In the
         event Buyer and Seller  both waive the  requirement  of a Final  Order,
         then Buyer and Seller will jointly execute a mutually acceptable unwind
         agreement at Closing,  which will provide that, if the grant of consent
         to the FCC Application is rescinded, by the FCC or otherwise,  prior to
         the grant  becoming a Final  Order,  Buyer and Seller  will  unwind the
         Closing,  the  Purchase  Price  will be  returned  to  Buyer,  and this
         Agreement will be terminated.





                                       18


<PAGE>



                  6.2.  Conditions   Precedent  to  Obligations  of  Buyer.  The
obligations  of Buyer under this Agreement are subject to the  satisfaction  (or
waiver  by  Buyer)  at or prior  to the  Closing  Date of each of the  following
conditions:

                  (a) Accuracy of Representations  and Warranties of Seller. All
         repre sentations and warranties in Section 4.1 hereof shall be true and
         correct in all material  respects on and as of the Closing  Date, as if
         made on and as of the Closing Date,  except to the extent that any such
         representation  or warranty is made as of a  specified  date,  in which
         case such  representation  or warranty shall have been true and correct
         as of such date.

                  (b)  Performance of  Agreements.  Seller shall in all material
         respects have performed all obligations  and  agreements,  and complied
         with all coven ants and  conditions,  contained in this Agreement to be
         performed or complied with by it prior to or on the Closing Date.

                  (c) No Adverse  Modification of FCC Licenses.  Seller shall be
         the  holder  of the FCC  Licenses  and  there  shall  not have been any
         modification  of any of such FCC Licenses which has a material  adverse
         effect on the  business or  operation of the Station as operated on the
         date  hereof.  In the event that the FCC has not issued its  consent to
         the FCC  Application by December 1, 1997,  then by the Closing Date the
         FCC shall have  granted  Seller's  application  for  renewal of the FCC
         Licenses for a full license term, such grant shall not impose on Seller
         or the FCC Licenses any  condition  that would have a material  adverse
         effect after the Closing on the business or  operations  of the Station
         as  operated on the date  hereof,  except  that  routine EEO  reporting
         conditions  shall not be construed as having a material  adverse effect
         on the business or operations of the Station, and such grant shall have
         become a Final Order.

                  (d)  Officer's  Certificate.   Buyer  shall  have  received  a
         certificate,   dated  the  Closing   Date,   of  the   President  or  a
         Vice-President  of Seller to the effect that,  to the knowledge of such
         officer, the conditions specified in subsections (a), (b) and (c) above
         have been satisfied.

                  (e)  Opinions.  Buyer  shall have  received  (i) an opinion of
         Barbara  Burns,  Vice-President  and General  Counsel of Greater Media,
         Inc., the sole stockholder of Greater Media Holdings, Inc. which is, in
         turn,  the sole stock  holder of Greater  Media Radio,  Inc.,  the sole
         stockholder of Seller, and (ii) an opinion of Schwartz, Woods & Miller,
         special FCC counsel for Seller, each



                                       19



<PAGE>



         dated the Closing Date,  substantially  in the form attached  hereto as
         Exhibits A and B, respectively.

                  (f)   Actions  and   Proceedings.   All   corporate   actions,
         proceedings,  instruments  and  documents  required  to  carry  out the
         transactions  contemplated by this Agreement or incidental  thereto and
         all other related legal  matters  shall be reasonably  satisfactory  to
         Buyer.

                  (g) Third-Party Consents. Seller shall have obtained and shall
         have  delivered  to  Buyer  the  third-party   consents   required  for
         assignment of the contracts, commitments and other agreements set forth
         on Schedule 6.2(g) hereto.

                  (h) Payment of Indebtedness;  Financing Statements. Subject to
         payment of the Purchase  Price to Seller,  Seller shall have  delivered
         releases  or  terminations  under the Uniform  Commercial  Code and any
         other applicable federal, state or local statutes or regulations of any
         financing or similar statements, including mortgages, filed against any
         of the Assets, except for Permitted Liens.

                  (i)   Deliveries.   Seller  shall  have  made  the   following
         deliveries:

                           (i)  instruments of conveyance and transfer  pursuant
                  to  Section  2.3  hereof,   effecting  the  sale,  conveyance,
                  assignment and transfer of the Assets to Buyer, including, but
                  not limited to, the following:

                                    (1) bargain  and sale deed with  guarantor's
                           covenants  for the fee property set forth on Schedule
                           2.1(c)  hereto,   together  with  necessary  transfer
                           declarations or affidavits;

                                    (2)  assignments of the FCC Licenses;

                                    (3)  bills of sale for all Equipment;

                                    (4)    assignments    of   the    contracts,
                           commitments   and  other   agreements  set  forth  on
                           Schedule  2.1(d)  hereto,  together with any consents
                           obtained related thereto; and



                                       20




<PAGE>



                           (ii) certified  resolutions of the board of directors
                  of Seller, authorizing the execution, delivery and performance
                  of this Agreement and the Ancillary Agreements.

                  6.3.  Conditions  Precedent  to  Obligations  of  Seller.  The
obligations of Seller under this Agreement are subject to the  satisfaction  (or
waiver  by  Seller)  at or prior to the  Closing  Date of each of the  following
conditions:

                  (a) Accuracy of  Representations  and Warranties of Buyer. All
         repre sentations and warranties in Section 4.2 hereof shall be true and
         correct in all material  respects on and as of the Closing  Date, as if
         made on and as of the Closing Date,  except to the extent that any such
         representation  or warranty is made as of a  specified  date,  in which
         case such  representation  or warranty shall have been true and correct
         as of such date.

                  (b)  Performance  of  Agreements.  Buyer shall in all material
         respects have performed all obligations  and  agreements,  and complied
         with all coven ants and  conditions,  contained in this Agreement to be
         performed or complied with by it prior to or on the Closing Date.

                  (c)  Officer's  Certificate.  Seller  shall  have  received  a
         certificate,  dated  the  Closing  Date,  of  the  President  or a Vice
         President  of  Buyer  to the  effect  that,  to the  knowledge  of such
         officer, the conditions specified in subsections (a) and (b) above have
         been satisfied.

                  (d)  Instruments of Assumption.  Buyer shall have executed and
         de livered to Seller such instruments, in form and substance reasonably
         satisfactory to counsel to Seller,  pursuant to which Buyer assumes the
         Assumed Liabilities as set forth in Section 2.5 hereof.

                  (e) Opinion.  Seller shall have received an opinion of Michael
         B.  Milsom,  Vice  President  and General  Counsel of Buyer,  dated the
         Closing Date, substantially in the form attached hereto as Exhibit C.

                  (f)   Actions  and   Proceedings.   All   corporate   actions,
         proceedings,  instruments  and  documents  required  to  carry  out the
         transactions  contemplated by this Agreement or incidental  thereto and
         all other related legal  matters  shall be reasonably  satisfactory  to
         Seller.

                  (g)   Deliveries.   Buyer   shall  have  made  the   following
         deliveries:



                                       21




<PAGE>



                           (i)  the Purchase Price in accordance with Section 
                  3.2 hereof;

                           (ii) certified  resolutions of the board of directors
                  of Buyer, authorizing the execution,  delivery and performance
                  of this Agreement and the Ancillary Agreements; and

                           (iii) instruments,  in form and substance  reasonably
                  satisfactory  to Seller  and its  counsel,  pursuant  to which
                  Buyer assumes the Assumed  Liabilities  as provided in Section
                  2.5 hereof.


                                  ARTICLE SEVEN

                                 Indemnification

                  7.1.  Indemnification by Seller. (a) General. Seller agrees to
defend,  indemnify and hold harmless Buyer, its Affiliates and the stockholders,
officers,  directors,  employees,  agents,  advisers and representatives of each
such person ("Buyer  Indemnitees")  from and against,  and pay or reimburse each
Buyer  Indemnitee  for, any and all claims,  liabilities,  obligations,  losses,
fines, costs, royalties, proceedings, deficiencies or damages (whether absolute,
accrued,  conditional or otherwise and whether or not resulting from third party
claims),  including  out-of-  pocket  expenses  and  reasonable  attorneys'  and
accountants fees incurred in the  investigation or defense of any of the same or
in asserting any of their respective rights hereunder (collectively,  "Losses"),
resulting from or arising out of:

                  (i) any inaccuracy of any  representation  or warranty made by
         Seller in Section  4.1(b),  (j) or (l) hereof or the first  sentence of
         Section 4.1(d) hereof;

                  (ii) the  ownership  of the  Assets  or the  operation  of the
         Station prior to the date hereof; and

                  (iii) any  liability  of Seller or the  Station not assumed by
         Buyer hereunder or under the LMA.

                  (b) Limitation on Indemnification. Notwithstanding anything in
this  Agreement  to  the  contrary,   Seller's  obligation  to  indemnify  Buyer
Indemnitees shall be subject to all of the following limitations:

                  (i) The amount of any Losses incurred by any Buyer  Indemnitee
         shall be reduced by the net amount any Buyer Indemnitee recovers (after
         deducting



                                       22



<PAGE>



         all  attorneys'  fees,   expenses  and  other  out-of-pocket  costs  of
         recovery)  from any insurer or other party liable for such Losses,  and
         Buyer  Indemnitees  shall use  commercially  reasonable best efforts to
         effect any such recovery.

                  (ii) Buyer  Indemnitees  shall be entitled to  indemnification
         only for Losses as to which Buyer Indemnitees have given Seller written
         notice  describing in  reasonable  detail the nature and basis for such
         indemnification  (a  "Notice  of  Claim")  on or  prior  to  the  first
         anniversary of the Closing Date.

                  (iii) Seller shall not be required to make any indemnification
         under  Section  7.1(a)  hereof  until  the  aggregate  amount of Losses
         resulting  from or arising  out of the  matters  referred to in Section
         7.1(a) hereof exceeds $45,000; provided that if the aggregate amount of
         such Losses exceeds such amount,  Seller shall be required to indemnify
         Buyer  Indemnitees  for all Losses  indemnifiable  under Section 7.1(a)
         hereof without regard to such $45,000 limitation.

                  (c)  Exclusive  Remedy.  Except as provided in Article  Eight,
subsequent to the Closing,  indemnification  under this Section 7.1 shall be the
exclusive remedy of Buyer  Indemnitees  with respect to any legal,  equitable or
other claim for relief based upon this Agreement or arising hereunder.

                  7.2.  Indemnification  by Buyer. (a) General.  Buyer agrees to
defend, indemnify and hold harmless Seller, its Affiliates and the stockholders,
officers,  directors,  employees,  agents,  advisers and representatives of each
such person ("Seller  Indemnitees") from and against,  any pay or reimburse each
Seller Indemnitee for, any and all Losses resulting from or arising out of:

                  (i) any inaccuracy in any  representation  or warranty made by
         Buyer in Sections 4.2(b) or (f) hereof;

                  (ii)  any Assumed Liability; and

                  (iii) the  ownership  of the  Assets or the  operation  of the
         Station subsequent to the Closing Date.

                  (b) Limitation on Indemnification. Notwithstanding anything in
this  Agreement  to  the  contrary,   Buyer's  obligation  to  indemnify  Seller
Indemnitees shall be subject to all of the following limitations:


                                       23





<PAGE>



                  (i) The amount of any Losses incurred by any Seller Indemnitee
         shall be  reduced by the net  amount  any  Seller  Indemnitee  recovers
         (after deducting all attorneys' fees,  expenses and other out-of-pocket
         costs of  recovery)  from any  insurer or other  party  liable for such
         Losses, and Seller  Indemnitees shall use commercially  reasonable best
         efforts to effect any such recovery.

                  (ii) Seller  Indemnitees shall be entitled to  indemnification
         only for  Losses as to which  Seller  Indemnitees  have  given  Buyer a
         Notice of Claim on or prior to the  first  anniversary  of the  Closing
         Date.

                  (iii) Buyer shall not be required to make any  indemnification
         under  Section  7.2(a)  hereof  until  the  aggregate  amount of Losses
         resulting  from or arising  out of the  matters  referred to in Section
         7.2(a) hereof exceeds $45,000; provided that if the aggregate amount of
         such Losses  exceeds such amount,  Buyer shall be required to indemnify
         Seller  Indemnitees for all Losses  indemnifiable  under Section 7.2(a)
         hereof without regard to such $45,000 limitation.

                  (c)  Exclusive  Remedy.  Except as provided in Article  Eight,
subsequent  to the Closing  indemnification  under this Section 7.2 shall be the
exclusive remedy of Seller  Indemnitees with respect to any legal,  equitable or
other claim for relief based upon this Agreement or arising hereunder.

                  7.3.  Indemnification  Procedures.  In the  case of any  claim
asserted by a third party against a party entitled to indemnification under this
Agreement  (the  "Indemnified  Party"),  a Notice of Claim shall be given by the
Indemnified  Party  to  the  party  required  to  provide  indemnification  (the
"Indemnifying Party") promptly after such Indemnified Party has actual knowledge
of any claim as to which  indemnity  may be sought,  and the  Indemnified  Party
shall permit the Indemnifying Party (at the expense of such Indemnifying  Party)
to assume  the  defense  of any  claim or any  litigation  resulting  therefrom,
provided  that the  Indemnified  Party may  participate  in such defense at such
Indemnified  Party's expense and the omission by any Indemnified Party to give a
Notice of Claim shall not relieve the Indemnifying Party of its  indemnification
obligation  under this  Agreement  except to the extent  that such  Indemnifying
Party is materially  damaged as a result of such failure to give notice.  Except
with the prior written consent of the Indemnified Party, no Indemnifying  Party,
in the defense of any such claim or  litigation,  shall  consent to entry of any
judgment  or order,  interim or  otherwise,  or enter into any  settlement  that
provides for injunctive or other  nonmonetary  relief  affecting the Indemnified
Party or that does not include as an  unconditional  term  thereof the giving by
each  claimant or  plaintiff  to such  Indemnified  Party of a release  from all
liability with respect to such claim or



                                       24



<PAGE>



litigation.  In the event the Indemnifying Party elects to assume the defense of
such claim or  litigation,  the  Indemnifying  Party  shall not be liable to the
Indemnified  Party  under  this  Article  Seven for any legal or other  expenses
subsequently  incurred by the  Indemnified  Party in connection with the defense
thereof,  provided  that the  Indemnified  Party  shall have the right to employ
counsel to represent it if either (a) such claim or litigation involves remedies
other than  monetary  damages  and such  remedies,  in the  Indemnified  Party's
reasonable  judgment,  could have a material  adverse effect on such Indemnified
Party  or (b)  the  Indemnified  Party  may  have  avail  able to it one or more
defenses  or  counterclaims  which  are  inconsistent  with one or more of those
claims alleged by the  Indemnifying  Party. If the  Indemnifying  Party does not
elect to assume the defense of such claim or litigation,  the Indemnified  Party
shall act  reasonably and in accordance  with its good faith  business  judgment
with  respect  thereto,  and shall not  settle or  compromise  any such claim or
litigation  without the consent of the Indemnifying  Party,  which consent shall
not be unreasonably  withheld.  The parties hereto agree to render to each other
such assistance as may reasonably be requested in order to insure the proper and
adequate defense of any such claim or litigation.


                                  ARTICLE EIGHT

                                   Termination

                  8.1.  General.  This  Agreement  may  be  terminated  and  the
transactions  contemplated herein may be abandoned (a) by mutual written consent
of  Buyer  and  Seller,  (b) by  any  non-defaulting  party  if  consent  to the
assignment of the FCC Licenses is denied by Final Order (unless the  requirement
for a Final  Order is  waived by Buyer and  Seller),  (c) by any  non-defaulting
party if the other  party shall have  materially  breached  any of its  material
covenants  herein and such breach is not cured  within 10 business  days of such
party's  receipt of written  notice  from the  non-de  faulting  party that such
breach  exists or has  occurred  or if such  party  shall  have made a  material
misrepresentation  herein  and such  misrepresentation  is not  cured  within 10
business days of such party's receipt of written notice from the  non-defaulting
party that such misrepresentation has been made, (d) by any non-defaulting party
by notice to the other party if the Closing  Date shall not have  occurred on or
before the first anniversary of the date of this Agreement,  provided,  however,
that if the FCC  has  not  issued  written  consent  to the FCC  Application  by
December 1, 1997, the term of this Agreement  shall be extended by an additional
nine month period  following the acceptance by the FCC of the Station's  license
renewal  application or (e) by Buyer, if, (i) based on the results of either the
Phase I or Phase II conducted  pursuant to Section 5.7 hereof,  Buyer reasonably
believes that the actions required to implement



                                       25



<PAGE>



any  recommendations  resulting  from  either  such Phase I or Phase II, if any,
shall exceed  $50,000  (exclusive of the costs of such Phase I and Phase II) and
(ii) Buyer  gives  written  notice of such  belief to Seller  within  either the
10-day or 14-day period specified in Section 5.7 hereof, as the case may be.

                  8.2. No Liabilities in Event of  Termination.  In the event of
any  termination of this  Agreement as provided in Section 8.1 hereof,  (a) this
Agreement  shall forthwith  become void and of no further force and effect,  (b)
the Deposit, and all interest accrued thereon,  shall be delivered in accordance
with the terms of the Escrow  Agreement  and (c) there shall be no  liability on
the part of Buyer, Seller or their respective Affiliates, officers or directors,
as the case may be; provided, however, (i) Article Eight and Sections 10.1, 10.2
and 10.12  hereof  shall  survive any such  termination,  (ii) in the event of a
termination of this Agreement pursuant to Section 8.1(c) hereof by Buyer, Seller
shall be liable for any damages  sustained  by Buyer and (iii) in the event of a
termination of this Agreement  pursuant to Section 8.1(c) hereof by Seller,  the
Deposit,  and all  interest  accrued  thereon,  shall be  released  to Seller in
accordance with the terms of the Escrow  Agreement (such amount to be liquidated
damages for any damages  sustained  by Seller as the nature of this  transaction
being such as will not permit an exact determination of the damages which may be
suffered by Seller by reason of such default by Buyer). In the event Buyer shall
be entitled to terminate this Agreement pursuant to Section 8.1(c) hereof, Buyer
may,  in lieu of  exercising  such right to  terminate  this  Agreement,  obtain
specific performance of the terms of this Agreement.


                                  ARTICLE NINE

                             Post-Closing Covenants

                  9.1.  Access to Books and  Records.  For a period of six years
following the Closing Date,  Buyer shall afford,  and shall cause its Affiliates
to afford,  to Seller and its counsel and  accountants,  during normal  business
hours,  reasonable  access to the books,  records  and other data of the Station
with  respect to the period  prior to the  Closing  Date to the extent that such
access may be reasonably  required by Seller in connection with matters relating
to or affected by the operations of the Station prior to the Closing Date. Buyer
will not  dispose of,  alter or destroy  any such books,  records and other data
without giving 30 days' prior notice to Seller to permit it, at its expense,  to
examine,   duplicate  or  repossess   such   records,   files,   documents   and
correspondence.



                                       26




<PAGE>



                  9.2.  Further  Agreements.  Seller shall  promptly  deliver to
Buyer any mail or other  communication  received  by it after the  Closing  Date
pertaining  to the business  and  operation of the Station or the Assets and any
cash, checks or other  instruments of payment to which Buyer is entitled.  Buyer
shall promptly deliver to Seller any mail or other communication  received by it
after the Closing Date pertaining to the Excluded Assets,  and any cash,  checks
or other instruments of payment in respect of such Excluded Assets.

                  9.3. Financial Statements. After the date hereof and until the
sixth  anniversary of the Closing Date,  promptly upon request from Buyer and to
the  extent  reasonably  available,  Seller  shall  deliver  to Buyer  copies of
unaudited  income and expense  statements of the Station for each of the periods
ended  September  30,  1996 and 1997 as prepared  by Seller or an  Affiliate  of
Seller.


                                   ARTICLE TEN

                                  Miscellaneous

                  10.1.  Public  Announcements.  So long as this Agreement is in
effect, Buyer and Seller agree to use their commercially reasonable best efforts
to consult  with each other and  obtain the prior  written  consent of the other
party before issuing any press release or otherwise  making any public statement
with  respect  to the  transactions  contemplated  hereby  or by  the  Ancillary
Agreements unless such disclosure is required by applicable law.

                  10.2. Expenses. Subject to Section 10.3 hereof, whether or not
the  transactions  contemplated  by this  Agreement are  consummated,  Buyer and
Seller shall pay the fees and  expenses  incurred by it in  connection  with the
negotiation,   preparation,   execution  and   performance  of  this  Agreement,
including, without limi tation, attorneys' fees and accountants' fees; provided,
however, Buyer and Seller shall share equally the cost of the FCC filing fee for
the FCC Application.

                  10.3. Transfer Taxes. Buyer and Seller shall share equally and
cooperate  in the timely  payment of all  Transfer  Taxes  arising  out of or in
connection with or attributable to the  transactions  effected  pursuant to this
Agreement  and each party shall  indemnify and hold harmless the other party and
its Affiliates  against the payment of its portion of Transfer Taxes. As between
Buyer and Seller, the party that has the primary responsibility under applicable
law for  filing  any return in respect of  Transfer  Taxes  shall  prepare  such
return,  subject to the other  party's  approval,  which  approval  shall not be
unreasonably withheld, and timely file such return.



                                       27



<PAGE>



                  10.4.  Notices.  All  notices,  requests,  demands  and  other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly given or made as follows:  (a) if sent by registered  or certified  mail in
the  United  States  return  receipt  requested,  upon  receipt;  (b) if sent by
reputable  overnight air courier (such as DHL or Federal Express),  two business
days after  mailing;  (c) if sent by fax,  with a copy mailed on the same day in
the  manner  provided  in (a) or (b)  above,  when  transmitted  and  receipt is
confirmed by telephone; or (d) if otherwise actually personally delivered,  when
delivered, and shall be delivered as follows:

                  (a)      If to Seller:

                           Greater Boston Radio, Inc.
                           c/o Greater Media, Inc.
                           P.O. Box 1059
                           Two Kennedy Boulevard
                           East Brunswick, New Jersey  08816
                           Attention: Barbara Burns
                           Phone:  (908) 247-6161
                           Fax:    (908) 247-4956

                  with a copy to:

                           Debevoise & Plimpton
                           875 Third Avenue
                           New York, New York  10022
                           Attention:  Richard D. Bohm
                           Phone:  (212) 909-6226
                           Fax:    (212) 909-6836

                  (b)      If to Buyer:

                           American Radio Systems Corporation
                           116 Huntington Avenue
                           Boston, Massachusetts  02116
                           Attention:  Michael B. Milsom
                           Phone:  (617) 375-7500
                           Fax:  (617) 375-7575

 


                                       28


<PAGE>

                 with a copy to:

                           Dow, Lohnes & Albertson, PLLC
                           1200 New Hampshire Avenue, N.W.
                           Suite 800
                           Washington, D.C.  20036-6802
                           Attention:  John T. Byrnes, Jr.
                           Phone:  (202) 776-2000
                           Fax:  (202) 776-2222

or to such other  address or to such other person as the party to whom notice is
given may have  previously  furnished  to the other in writing in the manner set
forth above.

                  10.5.   Entire  Agreement.   This  Agreement   (including  the
Schedules hereto) together with the Ancillary  Agreements  constitute the entire
agreement between Buyer and Seller with respect to the subject matter hereof and
supersede all prior  agreements and  understandings,  oral and written,  between
Buyer and Seller with respect to the subject matter hereof.

                  10.6. Assignment. (a) Neither this Agreement nor any rights or
obligations  hereunder  may be assigned  by Seller or Buyer  without the written
consent of the other  party  hereto,  except (i) to the extent  permitted  under
subsection  (b) of this Section 10.6,  (ii) that after the Closing Date,  Seller
may assign any of its rights and  obligations  to any  Affiliate or successor in
interest of Seller and (iii) (x) that after the Closing  Date,  Buyer may assign
its obligations hereunder to any Affiliate or successor in interest and (y) that
Buyer may  assign  its  rights  hereunder  to  acquire  the FCC  Licenses  to an
Affiliate.

                  (b) Buyer  acknowledges  that Seller may desire to effect this
transaction  as an  exchange  of the Assets for other  property of like kind and
qualifying use within the meaning of section 1031 of the Code. Seller may assign
its rights  hereunder to a qualified  intermediary  as provided  under  Treasury
Regulations  section 1.1031(k)- 1(g)(4) on or before the Closing Date,  provided
that such  assignment  shall be made  without  any cost or  expense to Buyer and
without Buyer otherwise  incurring any liability thereby and provided,  further,
that any such  assignment  shall not relieve Seller from any of its  obligations
under this  Agreement.  Buyer shall cooperate with Seller to effectuate any such
exchange, provided that such cooperation would not result in any additional cost
or expense to Buyer and Buyer would not otherwise incur any liability thereby.

                  10.7. No Third-Party Beneficiaries.  Except as provided in Sec
tion 10.6  hereof,  nothing in this  Agreement  shall confer any rights upon any
person or entity other than the parties  hereto and their  respective  permitted
successors and assigns.



                                       29



<PAGE>



                  10.8.  Amendment;  Waiver. 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 amendment, waiver or consent is sought.

                  10.9.  Interpretation.  The section headings in this Agreement
are for convenience of reference only and shall not be deemed to alter or affect
the  meaning or  interpretation  of any  provision  hereof.  Any  references  to
Seller's knowledge or the knowledge of Seller shall mean the actual knowledge of
Thomas J. Milewski after due inquiry of the Station's manager.

                  10.10. Severability. Whenever possible, each provision of this
Agreement  shall be  interpreted  in such a manner as to be effective  and valid
under applicable law, and if any provision of this Agreement is interpreted by a
court of  competent  jurisdiction  and  found to be  invalid  or  unenforceable,
neither the  enforceability  nor the validity of such provisions with respect to
any other facts or under any other circumstances shall thereby be impaired.  The
unenforceability  or  invalidity  of  any  provision  shall  not  result  in the
interpretation  of the remainder of this Agreement,  or any Section hereof, in a
manner inconsistent with intent of the parties as evidenced by the terms of this
Agreement, or such Section, as a whole.

                  10.11.  Counterparts.  This  Agreement  may be executed in two
counterparts,  each of which shall be deemed to be an original and both of which
together shall be deemed to be one and the same agreement.

                  10.12.  Governing  Law;  Jurisdiction.  The  construction  and
perfor mance of this Agreement shall be governed by the laws of the State of New
York without  regard to its  principles  of conflict of laws,  and the state and
federal  courts  of  New  York  shall  have  exclusive   jurisdiction  over  any
controversy or claim arising out of or relating to this Agreement.


                                       30




<PAGE>




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


                                  GREATER BOSTON RADIO, INC.



                                  By:
                                      Name:
                                     Title:



                                  AMERICAN RADIO SYSTEMS
                                    CORPORATION



                                  By:
                                      Name:
                                     Title:





                                       31