EXHIBIT 10.22


                            ASSET PURCHASE AGREEMENT

         This ASSET  PURCHASE  AGREEMENT  is dated May 6, 1997,  by and  between
American  Radio  Systems  Corporation,  a Delaware  corporation  ("Buyer"),  and
Stellar Communications, Inc., a Texas corporation ("Seller").

                                P R E M I S E S:.


         A.  Seller is the  licensee  and  operator  of radio  station  KKIK(FM)
Temple,  Texas  (the  "Station")  pursuant  to  licenses  issued by the  Federal
Communications Commission (the "FCC").

         B. Seller desires to sell, and Buyer wishes to buy,  Seller's assets as
described herein used in the operation of the Station and the broadcast business
made possible  thereby for the price and on the terms and  conditions  hereafter
set forth.

                                   AGREEMENTS:

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

                                    Section 1
                                  DEFINED TERMS

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

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

         1.2 "Assets"  means certain  tangible and  intangible  assets owned and
used in  connection  with the  conduct  of the  business  or  operations  of the
Station,  being only such  assets as are  specifically  set forth in Section 2.1
herein,  which are being  sold,  transferred,  or  otherwise  conveyed  to Buyer
hereunder, as specified in detail in Section 2.1.

         1.3 "Assumed  Contracts" means (i) all contracts listed in Schedule 3.7
and (ii) any Contracts entered into by Seller in the ordinary course of business
between  the date  hereof and the  Closing  Date which would have been listed on
Schedule  3.7 had they been in  existence  on the date  hereof  and which  Buyer
agrees in writing to assume.

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

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

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

         1.7 "Escrow  Deposit"  shall mean the sum of One Hundred and Eighty-Two
Thousand and Five Hundred Dollars  ($182,500) held by Whitley  Broadcast  Media,
Inc. as Escrow Agent pursuant to an Escrow  Agreement of even date, by and among
Buyer, Seller, and Escrow Agent in the form set forth in Schedule 1.7 hereto.

                                        1


<PAGE>



         1.8 "Excluded Assets" shall mean those assets described or set forth in
Section 2.2 herein,  in  addition  to any assets not  specifically  set forth in
Section 2.1 herein.

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

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

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

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

         1.13 "Personal Property" means all of the machinery,  equipment, tools,
vehicles,  furniture,  leasehold  improvements,  office equipment,  plant, spare
parts,  and other  tangible  personal  property which are listed in Schedule 3.6
hereto.

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


                                    SECTION 2
                           SALE AND PURCHASE OF ASSETS

         2.1 Agreement to Sell and Buy.  Subject to the terms and conditions set
forth in this  Agreement,  Seller hereby agrees to transfer and deliver to Buyer
on the Closing Date, and Buyer agrees to purchase,  all of the Assets,  free and
clear  of  any  claims,  liabilities,  mortgages,  liens,  pledges,  conditions,
charges,  or  encumbrances  of any nature  whatsoever  (except for (i) liens for
taxes not yet due and payable;  (ii) minor defect and  irregularities as long as
such defects and  irregularities  in the aggregate do not materially  impact the
value,  market  ability  or use of the  Assets  as a whole  and  (iii) for those
permitted in  accordance  with Section 2.5, 3.5 or 3.6 below)  herein  sometimes
collectively  referred to as "Permitted Liens",  more specifically  described as
follows:

                  (a)      The Personal Property;

                  (b)      The Real Property;

                  (c)      The Licenses;

                  (d)      The Assumed Contracts;

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

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

                  (g) All choses in action and rights under warranties of Seller
         insofar as they relate

                                        2


<PAGE>



         to the Station or the Assets, if any;

                  (h) All books and records relating exclusively to the business
         or operations of the Station,  including executed copies of the Assumed
         Contracts,  and all records required by the FCC to be kept,  subject to
         the right of Seller to have such books and records  made  available  to
         Seller for a reasonable period, not to exceed four (4) years.

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

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

                  (b) Any contracts other than the Assumed Contracts;

                  (c)The  lease from Chaney & Williams  Construction  Company to
         Seller  dated June 9, 1995  covering  the current  office  space of the
         Station at 608 Moody Lane in Temple, Texas;

                  (d)Radio  Tower  License  Agreement  dated  January  17,  1991
         between KTEM Radio,  Inc. and Central Texas College / KNCT, as amended,
         under which  Seller is the current  licensee  and pursuant to which the
         Station's current antenna and communications  equipment is located on a
         tower in Bell County, Texas;

                  (e)All  books and  records of Seller,  subject to the right of
         Buyer to have  access  and to copy for a period of four (4) years  from
         the Closing Date any information  dealing exclusively with the business
         and  operations  of the Station,  and Seller's  other books and records
         related to internal matters and financial  relationships  with Seller's
         lenders;

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

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

                  (h)The Accounts Receivable.

                  (i)All other assets, properties,  rights, interests and claims
         of Seller of every  kind,  nature  and  description  whatsoever,  real,
         personal  or  mixed,  tangible  or  intangible,  owned or  leased,  and
         wherever located,  including all assets and rights acquired between the
         date of this Agreement and the Closing.

         2.3  Purchase  Price.  The  Purchase  Price shall be Three  Million Six
Hundred and Fifty  Thousand  Dollars  ($3,650,000).  The Purchase Price shall be
adjusted to reflect any  adjustments or prorations made and agreed to at Closing
as  provided in Section 2.4  hereof.  The parties  shall  attempt to agree on an
allocation of the Purchase  Price among the Assets prior to the Closing.  If the
parties are unable to agree on an allocation  prior to the Closing,  Buyer shall
undertake, at its expense, an independent appraisal, the results of which Seller
may, but shall be under no obligation to adopt.

         2.4 Adjustments and Prorations.  All revenues  arising from the Station
up until midnight on the day prior to the Closing Date, and all expenses arising
from the  Station  up until  midnight  on the day  prior  to the  Closing  Date,
including  business  and license fees  (including  any  retroactive  adjustments
thereof),  real and personal  property taxes and assessments  levied against the
Assets,  and similar prepaid and deferred items, shall be prorated between Buyer
and Seller in accordance with

                                        3


<PAGE>



the principle that Seller shall receive all revenues,  and all refunds to Seller
and deposits of Seller held by third parties,  and shall be responsible  for all
expenses,  costs and  liabilities  allocable  to the conduct of the  business or
operations  of the Station for the period prior to the Closing  Date,  and Buyer
shall receive all revenues and shall be responsible for all expenses,  costs and
obligations  allocable  to the  conduct of the  business  or  operations  of the
Station on the Closing Date and for the period thereafter.

         Notwithstanding  the foregoing,  there shall be no adjustment  for, and
Seller shall remain solely liable with respect to, any contracts not included in
the Assumed Contracts, or any other obligation or liability not being assumed by
Buyer in  accordance  with Section  2.5. Any  adjustments  or  prorations  will,
insofar as feasible,  be  determined  and paid on the Closing  Date,  with final
settlement and payment being made within sixty (60) days thereafter.

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

         2.6 Reimbursement of Capital  Expenses.  Buyer shall be responsible for
the construction and installation of a new transmitter facility for the Station,
including,  without limitation,  a transmission tower, antenna,  transmitter and
associated  buildings  (the "New Tower Site") by a Contractor  and at a location
reasonably  satisfactory to Seller and according to the  specification set forth
in Schedule  2.6 or as otherwise  agreed upon by the  parties.  In the event the
Closing  fails to occur and Buyer is  entitled  to receive  the  Escrow  Deposit
pursuant to Section 9.1 herein, Seller shall reimburse to Buyer at such time any
amounts  actually paid by Buyer toward the  construction and installation of the
New  Tower  Site.  In the  event  the  Closing  fails to occur  and Buyer is not
entitled to receive the Escrow  Deposit  pursuant to Section 9.1 herein,  Seller
shall not be required to reimburse Buyer for any amounts  actually paid by Buyer
towards the construction and installation of the New Tower Site.

                                    SECTION 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

         3.1 Organization,  Standing and Authority. Seller is a corporation duly
formed,  validly  existing and in good  standing  under the laws of the State of
Texas and is duly qualified to conduct its business in the such state,  which is
the only  jurisdiction  where the conduct of the business or  operations  of the
Station requires such  qualification.  Seller has all requisite  corporate power
and authority (i) to own, lease, and use the Assets as presently owned,  leased,
and used,  and (ii) to conduct  the  business  or  operations  of the Station as
presently  conducted.  Seller has all requisite corporate power and authority to
execute and deliver this Agreement and the documents

                                        4


<PAGE>



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

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

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

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

         3.5 Title to and Condition of Real  Property.  Other than the New Tower
Site which may be  acquired  prior to the  Closing  pursuant  to  Section  6.10,
hereof,  there  will be no Real  Property  transferred  to  Buyer as part of the
Assets.

         3.6 Title to and Condition of Personal Property.  Schedule 3.6 contains
descriptions of all material items of the Personal Property, which comprises all
personal  property to be transferred to Buyer hereunder.  Except as described in
Schedule 3.6, Seller owns and has good title to the Personal  Property.  None of
the  Personal  Property  owned by Seller is  subject to any  security  interest,
mortgage,  pledge,  conditional  sales agreement,  or other lien or encumbrance,
except for (i) liens for  current  taxes not yet due and  payable,  and (ii) any
other claims or  encumbrances  which are described in Schedule 3.6 and annotated
to indicate  that such claims or  encumbrances  shall be removed  prior to or at
Closing.

         3.7  Contracts.  To Seller's  knowledge,  all of the Assumed  Contracts
listed in Schedule 3.7 are in full force and effect, and are valid,  binding and
enforceable in accordance with their terms, except as the enforceability thereof
may be affected by bankruptcy,  insolvency or similar laws affecting  creditors'
rights generally,  or by court-applied equitable remedies or exception indicated
on Schedule 3.7. Seller is not in material breach,  nor to Seller's knowledge is
any other party in

                                        5


<PAGE>



material breach, of the terms of any such Assumed Contracts. Except as expressly
set forth in Schedule 3.7, the Seller is not aware of any intention by any party
to any Assumed  Contract to terminate  such contract or amend the terms thereof.
Except for the Consents, Seller has full legal power and authority to assign its
rights under the Assumed  Contracts to Buyer in accordance  with this Agreement,
and  such   assignment  will  not  affect  the  validity,   enforceability   and
continuation of any of the Assumed Contracts.

         3.8  Consents.  To  Seller's  knowledge,  except  for the  FCC  Consent
provided for in Section 6.1 and the other Consents  indicated in Schedule 3.7 or
described in Schedule 3.8, no consent,  approval, permit or authorization of, or
declaration to or filing with any governmental or regulatory  authority,  or any
other  third  party  is  required  (i) to  consummate  this  Agreement  and  the
transaction contemplated hereby, (ii) to permit Seller to assign or transfer the
Assets to Buyer,  or (iii) to enable Buyer to conduct the business or operations
of the Station in essentially the same manner as such business or operations are
presently conducted.

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

         3.10 Insurance.  All of the tangible property included in the Assets is
insured against loss or damage in amounts  generally  customary in the broadcast
industry.  Schedule  3.10  comprises a true and complete  list of all  insurance
policies  of  Seller  which  insure  any part of the  Assets.  All  policies  of
insurance listed in Schedule 3.10 are in full force and effect.

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

         3.12 Employee Benefit Plans.  Other than is set forth in Schedule 3.12,
there are no employee benefit plans or arrangements  applicable to the employees
of Seller  employed at the Stations.  Seller shall make  available to Buyer,  if
requested by Buyer,  true and complete copies of all pertinent written documents
or information with respect to employee matters and arrangements at the Station,
including without limitation,  all employee handbooks,  rules and policies, plan
documents, trust agreements,  employment agreements,  summary plan descriptions,
and  descriptions  of any unwritten  plans listed in Schedule 3.12 provided such
information is reasonably  related to Buyer's  acquisition of the Assets.  There
exists no action,  suit or claim (other than routine  claims for benefits)  with
respect to any of such plans or  arrangements  pending or, to the  knowledge  of
Seller,  threatened  against  any of such  plans  or  arrangements,  and  Seller
possesses  no  knowledge  of any facts which could give rise to any such action,
suit or claim.

                                        6


<PAGE>



         3.13  Labor  Relations.  Seller  is not a party  to or  subject  to any
collective bargaining agreements with respect to the Station except as described
in Schedule 3.7. To Seller's knowledge, Seller, in the operation of the Station,
has  complied in all  material  respects  with all  applicable  laws,  rules and
regulations  relating to the  employment  of labor,  including  those related to
wages, hours, collective bargaining,  occupational safety,  discrimination,  and
the payment of social security and other payroll  related taxes,  and it has not
received  any  notice  alleging  that it has  failed to  comply in any  material
respect with any such laws, rules or regulations. No controversies, disputes, or
proceedings are pending or, to the best of its knowledge, threatened, between it
and employees (collectively) of the Station.

         3.14 Taxes.  No events have  occurred  which could  impose on Buyer any
transferee  liability for any taxes,  penalties or interest due or to become due
from Seller.

         3.15 Claims, Legal Actions. Except for (i) the application with the FCC
for renewal of the FCC  licenses  which will be filed by Seller this year;  (ii)
the  pending  application  with  the  FCC to  move  the  site  of the  Stations'
transmitter  and  communications  facility to a site near Taylor,  Texas;  (iii)
except as set forth in Schedule 3.15; and (iv) except for any investigations and
rule-making proceedings generally affecting the broadcasting industry,  there is
no  claim,  legal  action,   counterclaim,   suit,   arbitration,   governmental
investigation or other legal,  administrative or tax proceeding,  nor any order,
decree or  judgment,  in  progress  or pending,  or to the  knowledge  of Seller
threatened,  against or  relating  to Seller,  the  Assets,  or the  business or
operations  of the  Station  that might  adversely  affect the  Assets,  the FCC
license or the operation of the Station or that would  prevent the  consummation
of this Agreement by Seller,  nor does Seller know of any basis for the same. In
particular,  except as set forth in  Schedule  3.15,  but without  limiting  the
generality  of  the  foregoing,   there  are  no  applications,   complaints  or
proceedings pending or, to the best of its knowledge,  threatened (i) before the
FCC  relating  to  the  business  or   operations  of  the  Station  other  than
applications,   complaints  or  proceedings  which  affect  the  radio  industry
generally,  (ii) before any federal or state agency involving charges of illegal
discrimination  by the  Station  under any federal or state  employment  laws or
regulations, or (iii) against Seller or the Station before any federal, state or
local agency involving environmental or zoning laws or regulations.

         3.16 Compliance with Laws. To the best knowledge of Seller,  Seller has
complied in all material respects with (i) the Licenses, and (ii) all applicable
federal,  state and local laws, rules,  regulations and ordinances.  To the best
knowledge  of Seller,  neither  the  ownership  or use,  nor the  conduct of the
business  or  operations,  of the  Station  conflicts  with  rights of any other
person, firm or corporation.

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



                                    SECTION 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

         4.1 Organization,  Standing and Authority.  Buyer is a corporation duly
organized, validly

                                        7


<PAGE>



existing,  and in good standing under the laws of the State of Delaware, and is,
qualified  to conduct  business in the State of Texas.  Buyer has all  requisite
corporate  power and  authority  to execute and deliver this  Agreement  and the
documents  contemplated hereby, and to perform and comply with all of the terms,
covenants,  and conditions to be performed and complied with by Buyer  hereunder
and thereunder.

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

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

         4.4 FCC Qualification. Buyer has no knowledge of any facts which would,
under present law  (including  the  Communications  Act of 1934, as amended) and
present  rules,  regulations  and practices of the FCC,  disqualify  Buyer as an
assignee of the  licenses,  permits and  authorizations  listed on Schedule  3.4
hereto, or as an owner and/or operator of the Station's  Assets,  and Buyer will
not take,  or  unreasonably  fail to take,  any action  which Buyer knows or has
reason to know would cause such disqualification (it being understood that Buyer
has  an  active   duty  to  attempt   to   ascertain   what  would   cause  such
disqualification). Should Buyer become aware of any such facts, it will promptly
notify  Seller in writing  thereof and use its best  efforts to prevent any such
disqualification.  Buyer further  represents and warrants that it is financially
qualified to meet all terms,  conditions and  undertakings  contemplated by this
Agreement.

                                    SECTION 5
                               COVENANTS OF SELLER

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

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

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

                  (2)Encumbrances.  Create, assume or permit to exist any claim,
         liability, mortgage,

                                        8


<PAGE>



         lien,  pledge,   condition,   charge,  or  encumbrance  of  any  nature
         whatsoever  upon the Assets,  except for (i) those in  existence on the
         date of  this  Agreement,  disclosed  in  Schedules  3.5  and  3.6,  or
         permitted by Section 2.1, 2.5, 3.5 or 3.6 and (ii) mechanics' liens and
         other similar liens which will be removed prior to the Closing Date;

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

                  (4)Rights. Waive any material right relating to the Station or
         the Assets; or

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

                  B. Affirmative Covenants. Seller shall do the following:

                  (1) Access to Information.  Upon prior notice, allow Buyer and
         its authorized  representatives reasonable access at mutually agreeable
         times at Buyer's expense during normal business hours to the Assets and
         the FCC licenses for the purpose of inspection as Buyer may  reasonably
         request,  it being  understood that the rights of Buyer hereunder shall
         not be exercised in such a manner as to interfere  with the  operations
         of the business of Seller; provided that neither the furnishing of such
         information to Buyer or its  representatives nor any investigation made
         heretofore or hereafter by Buyer shall affect Buyer's rights to rely on
         any  representation or warranty made by Seller in this Agreement,  each
         of  which  shall  survive  any   furnishing  of   information   or  any
         investigation;

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

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

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

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

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

                                        9


<PAGE>



         any obligations hereunder;

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

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


                                    SECTION 6
                        SPECIAL COVENANTS AND AGREEMENTS

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

                  A. Within ten (10) days after the execution of this Agreement,
Buyer and Seller  shall  file with the FCC an  appropriate  application  for FCC
Consent.  The parties  shall  prosecute  said  application  with all  reasonable
diligence  and  otherwise  use their  best  efforts  to obtain the grant of such
application as  expeditiously  as  practicable.  If the FCC Consent  imposes any
condition on any party  hereto,  such party shall use its best efforts to comply
with such condition unless compliance would be unduly burdensome or would have a
material adverse effect upon it. If reconsideration or judicial review is sought
with respect to the FCC  Consent,  Buyer and Seller shall oppose such efforts to
obtain reconsideration or judicial review (but nothing herein shall be construed
to limit any party's right to terminate this Agreement  pursuant to Section 9 of
this Agreement).

                  B.  The   transfer  of  the  Assets   hereunder  is  expressly
conditioned upon (i) the grant of the FCC Consent without any materially adverse
conditions on Buyer,  (ii)  compliance by the parties  hereto with the condition
(if any) imposed in the FCC Consent, and (iii) the FCC

                                       10


<PAGE>



Consent,  through  the  passage of time or  otherwise,  becoming a Final  Order,
provided,  though,  that the condition  that the FCC Consent shall have become a
Final Order may be waived by Buyer, in its sole discretion.

                  C. The transfer of the Assets  hereunder is further  expressly
conditioned  up the  grant  by the FCC of a  Construction  Permit  allowing  the
Station to broadcast from the New Tower Site, the preparation of the application
for which Buyer  shall be solely  responsible.  Seller  shall  cooperate  fully,
however,  and  execute as  necessary,  any such  applications  or other  filings
associated with such application.

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

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

         6.4 Brokers. Buyer and Seller each represents and warrants that neither
it nor any person or entity  acting on its behalf has incurred any liability for
any finders' or brokers' fees or commissions in connection  with the transaction
contemplated by this Agreement,  except for Whitley Broadcast Media, Inc., whose
fee shall be solely the responsibility of Seller.

         6.5  Confidentiality.  Except as necessary for the  consummation of the
transaction

                                       11


<PAGE>



contemplated hereby,  including Buyer's obtaining financing in any form or means
of its choosing  related hereto,  each party hereto will keep  confidential  any
information  which is  obtained  from the  other  party in  connection  with the
transaction contemplated hereby and which is not readily available to members of
the general public, and will not use such information for any purpose other than
in  furtherance  of the  transactions  contemplated  hereby.  In the event  this
Agreement is terminated and the purchase and sale contemplated hereby abandoned,
each party will return to the other party all  documents,  work papers and other
written material obtained by it in connection with the transaction  contemplated
hereby.

         6.6 Cooperation. Buyer and Seller shall cooperate fully with each other
and their  respective  counsel and  accountants  in connection  with any actions
required  to be  taken  as part  of  their  respective  obligations  under  this
Agreement,  and Buyer and Seller shall  execute  such other  documents as may be
necessary  and  desirable  to  the   implementation  and  consummation  of  this
Agreement,  and otherwise use their best efforts to consummate  the  transaction
contemplated hereby and to fulfill their obligations hereunder.  Notwithstanding
the  foregoing,  except as otherwise set forth herein  neither  Seller nor Buyer
shall have any obligation (i) to expend funds to obtain the Consents, or (ii) to
agree to any  adverse  change in any  License  or Assumed  Contract  to obtain a
Consent required with respect thereto.

         6.7      Risk of Loss.

                  A. Except for the New Tower Site (as defined herein in Section
2.6),  the risk of loss for  which  shall be borne by  Buyer,  the risk of loss,
damage or impairment, confiscation or condemnation of any of the Assets from any
cause  whatsoever  shall be borne by Seller at all times prior to the completion
of the Closing.

                  B. If any damage or  destruction  of the Assets  other than to
the New Tower Site,

                                       12


<PAGE>



occurs which prevents signal transmission by the Station in the normal and usual
manner and Seller cannot  restore or replace such Assets so that the  conditions
are cured and normal and usual  transmission is resumed before the Closing Date,
the  Closing  Date shall be  postponed,  for a period of up to one  hundred  and
twenty (120) days, to permit the repair or replacement of the damage or loss.

                  C. In the event of any damage or  destruction  of the  Assets,
other than to the New Tower Site,  described above, if such Assets have not been
restored or replaced and the  Station's  normal and usual  transmission  resumed
(except due to a cause related to the New Tower Site) within the one hundred and
twenty (120) day period  specified  above,  Buyer may terminate  this  Agreement
forthwith without any further obligation  hereunder by written notice to Seller.
Alternatively,  Buyer may, at its option,  proceed to close this  Agreement  and
complete  the  restoration  and  replacement  of such  damaged  Assets after the
Closing  Date,  in which  event  Seller  shall  deliver  to Buyer all  insurance
proceeds received in connection with such damage or destruction of the Assets to
the extent not  already  expended  by Seller  arising  in  connection  with such
restoration and replacement.

                  D.  Notwithstanding any of the foregoing,  Buyer may terminate
this Agreement  forthwith  without any further  obligation  hereunder by written
notice to Seller if any event  occurs,  other  than an event  related to the New
Tower  Site,  which  prevents  signal  transmission  by the  Station in a manner
generally  equivalent to its current operations for a consecutive period of five
(5) or a cumulative period of fourteen (14) days after the date hereof.

         6.8 Employee Matters.  Nothing contained in this Agreement shall confer
upon any employee of Seller any right with respect to  continued  employment  by
Buyer,  nor shall  anything  herein  interfere with any right the Buyer may have
after the Closing Date to (i) terminate  the  employment of any of the employees
at any time, with or without cause, or (ii) establish or modify

                                       13


<PAGE>



any of the  terms and  conditions  of the  employment  of the  employees  in the
exercise  of its  independent  business  judgment.  Buyer  will  not  incur  any
liability on account of Seller's  employees in connection with the  transaction,
including,   without  limitation,  any  liability  on  account  of  unemployment
insurance   contributions,    termination   payments,    retirement,    pension,
profit-sharing,  bonus,  severance pay,  disability,  health,  accrued vacation,
accrued sick lease (unless a pro-rated adjustment is made as to vacation or sick
leave)   or  other   employee   benefit   plans,   practices,   agreements,   or
understandings.

         6.9 Accounts  Receivable.  Any payment  received by Buyer following the
Closing  from  any  customer  with an  account  which is an  Account  Receivable
attributable to Seller's ownership of the Station shall be remitted to Seller in
the ordinary course. 6.10 New Tower Site.

                  A.It shall be Buyer's  responsibility to locate and arrange to
acquire the land for the New Tower Site. It is agreed, however, that if the land
for the New Tower Site is acquired  prior to the  Closing,  whether by contract,
lease or in fee, it will be acquired in Seller's name at a price and under terms
and conditions satisfactory to Seller, with Buyer providing all funds and timely
bearing all of the costs of the acquisition. Prior to the acquisition, Buyer, at
its cost, shall furnish a Phase 1 Environmental  Study to Seller and Seller must
be satisfied,  in its sole discretion,  that the land is  environmentally  sound
before it takes title to the land or to any interest therein. In addition, prior
to Seller's  taking title to the land or any  interest  therein,  Buyer,  at its
expense,  shall  furnish  to Seller a title  commitment  from a title  insurance
company acceptable to Seller committing to insure the title in the amount of the
price for the  acquisition of the land,  insuring  Seller against loss under the
provisions  of the  title  policy  ,  subject  only to  those  title  exceptions
acceptable to Buyer and the standard printed exceptions contained in the

                                       14


<PAGE>



promulgated  form of the title policy  provided that (1) the exception as to the
area and  boundaries  shall be deleted except for any shortages in area, and (2)
the exception as to  restrictive  covenants  shall be endorsed  "None of record"
unless such  restriction  are approved by Seller.  Still  further,  prior to the
acquisition, Buyer shall, at its expense, furnish to Seller a survey of the land
to be acquired  for the New Tower Site made by a  Registered  Professional  Land
Surveyor and acceptable to the title company (1)  identifying  the land by metes
and bounds or platted lot description,  (2) showing that the survey was made and
staked on the ground with  corners  permanently  marked,  (3) setting  forth the
dimension  and the total area of the  property,  (4) showing the location of all
improvements,  highways,  streets,  roads,  railroads,  rivers,  creeks or other
waterways,  fences,  easements, and rights of way on the land with all easements
and rights of way  referenced to their  recording  information,  (5) showing any
discrepancies or conflicts in boundaries, any visible encroachments, and (6) any
portion of the  property  lying  within the 100 year flood plane as shown on the
current Federal  Emergency  Management  Agency map and containing the surveyor's
certificate  that the survey is true and correct.  At the Closing,  Seller shall
convey  or assign to Buyer all its  right,  title and  interest  in such land by
special  warranty  deed on a "AS IS,  WHERE IS WITH ALL  FAULTS"  basis  with no
warranty or  representation  as to fitness for any  particular  purpose.  If the
Closing  fails to occur and Buyer is  entitled  to receive  the  Escrow  Deposit
pursuant to Section 9.1 herein, Seller shall reimburse to Buyer at such time any
amounts  actually paid by Buyer up to that time towards the  acquisition for the
land.  In the event the  Closing  fails to occur  and Buyer is not  entitled  to
receive the Escrow Deposit  pursuant to Section 9.1 herein,  Seller shall not be
required to reimburse  Buyer for any amounts  actually paid by Buyer towards the
acquisition of such land.

                  B.In the event such land for the New Tower Site is acquired in
Seller's name prior

                                       15


<PAGE>



to Closing,  Buyer is hereby granted full right to enter onto such land in order
to effectuate the  construction of the New Tower Site during the period prior to
Closing,  provided  however,  Buyer's  right to  enter  onto  such  land and its
activities thereon shall be at the sole risk of Buyer. Buyer shall indemnify and
hold  harmless  Seller  from any and all claims,  causes of action,  damages and
liabilities  of any kind for  personal  injury  (including  death)  or  property
damage,  arising  directly or  indirectly  from any activity of Buyer or Buyer's
agents, employees or contractors in or about the New Tower Site.

                                    SECTION 7
                  CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

         7.1 Conditions to Obligations of Buyer. All obligations of Buyer at the
Closing  hereunder  are subject to the  fulfillment  prior to and at the Closing
Date of each of the following  conditions any of which may be waived by Buyer in
whole or in part in its sole discretion in writing:

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

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

                  C.  Consents.  Each of the Consents  marked as  "material"  on
Schedule  3.7 shall  have been duly  obtained  and  delivered  to Buyer  with no
material  adverse  change to the terms of the License or Assumed  Contract  with
respect to which such Consent is obtained.

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

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

         7.2 Conditions to Obligations of Seller.  The  obligations of Seller at
the Closing hereunder are subject to the fulfillment prior to and at the Closing
Date of each of the following conditions any of which may be waived by Seller in
whole or in part in its sole discretion in writing:

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

                  B. Covenants and Conditions.  Buyer shall have in all material
respects performed and complied with the covenants,  agreements,  and conditions
required by this Agreement

                                       16


<PAGE>



to be performed or complied with by it prior to or on the Closing Date.

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

                  D. FCC Consent. The FCC Consent shall have been granted.


                                    SECTION 8
                         CLOSING AND CLOSING DELIVERIES

         8.1  Closing.  The  closing  shall  take place at 10:00am on a mutually
agreeable  date, no later than ten (10) days  following the date upon which both
(i) the FCC Consent has become a Final  Order and (ii) the  Construction  Permit
for the New Tower site shall have been granted (the "Closing  Date"),  provided,
though,  that Buyer may waive the requirement for a Final Order and schedule the
Closing Date, with five (5) days written notice to Seller, at any time after the
receipt of FCC Consent.  Closing shall be held at the offices of Buyer or Seller
or such other  place as shall be mutually  agreed to by Buyer and Seller,  or by
mail, facsimile and/or overnight delivery.

         8.2 Deliveries by Seller. Prior to or on the Closing Date, Seller shall
deliver to Buyer the following,  in substantially the same forms as set forth in
Schedules 8.2 (a) and (e):

                  (a) Transfer Documents.  Duly executed warranty bills of sale,
         assignments  and other  transfer  documents in  substantially  the same
         forms as set forth in Schedule  8.2(a),  which shall be  sufficient  to
         vest good and indefeasable  title to the Assets in the name of Buyer or
         its  permitted  assignees,  free and clear of any claims,  liabilities,
         mortgages, liens, pledges, conditions,  charges, or encumbrances of any
         nature  whatsoever  (except  for those  permitted  in  accordance  with
         Sections 2.1, 2.5, 3.5 or 3.6 hereof);

                  (b)  Consents.   The  original  of  each  Consent   marked  as
         "material" with an asterisk on Schedule 3.7;

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

                  (d) Secretary's  Certificate.  A certificate,  dated as of the
         Closing Date, executed by Seller's  Secretary:  (i) certifying that the
         execution and delivery of this Agreement by Seller and the consummation
         of  the  transaction  contemplated  hereby  have  been  authorized  and
         ratified; and (ii) providing,  as attachments thereto, a certificate of
         legal existence certified by an appropriate Texas state official; as of
         a date not more than fifteen (15) days before the Closing Date

                  (e)  Opinions  of Counsel.  Opinions  of Seller's  counsel and
         communications  counsel dated as of the Closing Date,  and addressed to
         Buyer and at Buyer's directions, to

                                       17


<PAGE>



         Buyer's  lenders,  substantially in the form of Schedule 8.2(e) hereto.
         8.3 Deliveries by Buyer.  Prior to or on the Closing Date,  Buyer shall
         deliver  to Seller  the  following,  in form and  substance  reasonably
         satisfactory to Seller and its counsel:

                  (f)  Purchase  Price.  The  Purchase  Price  paid to Seller or
         Seller's designee as provided in Section 2.3;

                  (g) Assumption  Agreements.  Appropriate assumption agreements
         in  substantially  the same  forms  as set  forth  in  Schedule  8.3(b)
         pursuant to which Buyer shall assume and undertake to perform  Seller's
         obligations  under the  Licenses  and Assumed  Contracts  arising on or
         after the Closing Date;

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

                  (i) Secretary's  Certificate.  A certificate,  dated as of the
         Closing  Date,  executed  by  Buyer's  Secretary,  certifying  that the
         resolutions,  as attached  to such  certificate,  were duly  adopted by
         Buyer's Board of Directors,  authorizing and approving the execution of
         this Agreement and the  consummation  of the  transaction  contemplated
         hereby and that such resolutions remain in full force and effect;

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


                                    SECTION 9

                           RIGHTS OF BUYER AND SELLER
                            ON TERMINATION OR BREACH

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

                  (a) If on the Closing Date (i) any of the conditions precedent
         to the obligations of the  terminating  party set forth in Section 7 of
         this  Agreement  shall not have  been  materially  satisfied,  and (ii)
         satisfaction  of such  condition  shall  not have  been  waived  by the
         terminating party;

                  (b) If the  Closing  shall  not  have  occurred  on or  before
         October 31, 1997.

Upon  termination:  (i) if  neither  party  hereto is in breach of any  material
provision  of this  Agreement,  the  parties  hereto  shall not have any further
liability to each other; (ii) if Seller shall be

                                       18


<PAGE>



in breach of any material provision of this Agreement, Buyer shall have only the
rights and remedies provided in Section 9.3 or (iii) if Buyer shall be in breach
of any material  provision of this  Agreement,  Seller shall be entitled only to
liquidated  damages as provided in Section  9.2  hereof.  If, upon  termination,
Buyer shall not be in breach of any material  provision of this  Agreement,  the
Escrow Deposit, plus all interest or other proceeds from the investment thereof,
less any compensation due the Escrow Agent, shall be paid to Buyer.

         9.2  Liquidated  Damages.  In the event this Agreement is terminated by
Seller due to a  material  breach by Buyer of its  representations,  warranties,
covenants and other  obligations  under this Agreement,  then the Escrow Deposit
shall be paid to Seller as liquidated  damages,  it being agreed that the Escrow
Deposit shall constitute full payment for any and all damages suffered by Seller
by reason of Buyer's failure to close this Agreement.  Buyer and Seller agree in
advance that actual  damages would be difficult to ascertain and that the amount
of the Escrow  Deposit is a fair and  equitable  amount to reimburse  Seller for
damages  sustained due to Buyer's  failure to consummate  this Agreement for the
above-stated  reason.  All interest or other proceeds from the investment of the
Escrow Deposit,  less any  compensation  due the Escrow Agent,  shall be paid to
Seller.

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

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



                                   SECTION 10

                    SURVIVAL OF REPRESENTATIONS AND WARRANTS,
                               AND INDEMNIFICATION

         10.1 Representations and Warranties. All representations and warranties
contained  in this  Agreement  shall be deemed  continuing  representations  and
warranties,  and shall  survive  the Closing  Date for a period of fifteen  (15)
months (the "Survival  Period").  No claim for indemnification may be made under
this  Section 10 (except for section  10.3(a) or related  claims  under  Section
10.3(c)) after the expiration of the Survival  Period.  A claim for indemnity by
Seller  pursuant to Section  6.10(B) may be made at any time before or after the
expiration of the survival  period.  Any  investigations  by or on behalf of any
party  hereto  shall  not   constitute  a  waiver  as  to   enforcement  of  any
representation or warranty  contained  herein,  except that insofar as any party
has knowledge of any misrepresentation or breach of warranty at Closing and such
knowledge  is  documented  in writing at Closing,  such party shall be deemed to
have waived such  misrepresentation  or breach. As of the effective date of this
Agreement, neither party is aware of any misrepresentation or breach of warranty
under this Agreement on the part of the other party hereto.

                                       19


<PAGE>



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

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

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

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

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

         10.3  Indemnification by Buyer. In addition to other situations whereby
Buyer agrees to  indemnify  Seller  hereunder,  Buyer shall  indemnify  and hold
Seller harmless against and with respect to, and shall reimburse Seller for:

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

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

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

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

                  A. The party  claiming the  indemnification  (the  "Claimant")
shall  promptly  give notice to the party from whom  indemnification  is claimed
(the "Indemnifying  Party") of any claim, whether between the parties or brought
by a third party,  specifying (i) the factual basis for such claim, and (ii) the
amount of the claim. If the claim relates to an action, suit or proceeding filed
by a third party against Claimant, such notice shall be given by Claimant within
five (5) days after written notice of such action,  suit or proceeding was given
to Claimant.


                                       20


<PAGE>



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

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

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

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

                  F. The  indemnification  rights  provided in Sections 10.2 and
10.3 shall extend to the shareholders,  directors,  officers, partners employees
and  representatives  of the Claimant although for the purpose of the procedures
set forth in this Section 10.4, any indemnification claims by such parties shall
be made by and through the Claimant.

         10.5     Floor, Ceiling, Offsets.

                           1.Floor.  Neither  Buyer nor Seller shall be entitled
          to  indemnification  under this Agreement until the aggregate  losses,
          damages and expenses  suffered by such party for which the other party
          has agreed to  indemnify  such  party  under  this  Agreement  exceeds
          $25,000.00, whereupon, such party shall be entitled to indemnification
          by the other party for losses,  damages, and expenses suffered by such
          party in excess of that amount,  provided  however,  a claim or claims
          for indemnity by Seller  pursuant to section  6.10(B) hereof shall not
          be counted in  aggregating  the amount of losses,  damages or expenses
          suffered by Seller for purposes of this section.

                           2.Ceiling.   Neither   party  shall  be  entitled  to
         indemnification   hereunder   for   that   amount   of  its   aggregate
         indemnification  claims against such party in excess of  $1,750,000.00,
         provided however, a claim or claims for indemnity by Seller pursuant to

                                       21


<PAGE>



         section  6.10(B) hereof shall not be counted in aggregating  the amount
         of its indemnification for purposes of this section.

                           3.Offsets.  In any event  occurs  that would  entitle
         either party to a right of indemnification  hereunder, no loss, damages
         or expense shall be deemed to have been  sustained by such party to the
         extent  of any  future  tax  savings  realized  or  insurance  proceeds
         recovered  by such  party or any of its  affiliates  as a result of the
         event  giving rise to such right of  indemnification.  Each  party,  on
         behalf of itself and its  affiliates,  waives any rights of subrogation
         with respect to any and all insurance proceeds.


                                   SECTION 11
                                  MISCELLANEOUS

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

If to Seller:                Stellar Communications, Inc.
                             3502-I S. Broadway
                             Tyler, Texas  75701
                             Attn: Mr. Don Chaney, President
                             Fax (903) 509-4152

with a copy
(which shall
not constitute notice) to:   Randall L. Robert, Esq.
                             Potter, Minton, Roberts, Davis & Jones
                             P.O. Box 359
                             110 North College Street, 500 Plaza Tower
                             Tyler, Texas 75710
                             Fax: (903) 593-0846


If to Buyer:                 American Radio Systems Corporation
                             116 Huntington Avenue
                             Boston, MA  02116
                             Attention: Steven B. Dodge, President

                                       22


<PAGE>



                             Fax:  (617) 375-7575

with a copy
(which shall not
constitute notice) to:       Michael B. Milsom, Vice President & General Counsel
                             American Radio Systems Corporation
                             116 Huntington Avenue
                             Boston, MA  02116
                             Fax:  (617) 375-7575

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

         11.2 Benefit and Binding  Effect.  Neither party hereto may assign this
Agreement  without the prior written  consent of the other party hereto,  except
that Buyer may assign its rights and  obligations  under this  Agreement  to any
affiliated or unaffiliated entity, provided,  however, that such assignment does
not delay the Closing and that  following  which  assignment  Buyer shall remain
liable to Seller for all of Buyer's obligations hereunder.  This Agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective successors and permitted assigns.

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

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

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

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

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

         11.8   Severability.   If  any  provision  of  this  Agreement  or  the
application   thereof  to  any  person  or  circumstance  shall  be  invalid  or
unenforceable or any extent, the remainder of this

                                       23


<PAGE>



Agreement  and  the   application   of  such   provision  to  other  persons  or
circumstances shall not be affected thereby and shall be enforced to the greater
extent permitted by law.

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

         11.10 Time of Essence.  Time is of the essence  with  respect to all of
the provisions of this Agreement.

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

         SELLER:                            STELLAR COMMUNICATIONS, INC.


                                            By: _______________________________
                                                Don Chaney, President


         BUYER:                             AMERICAN RADIO SYSTEMS CORPORATION



                                            By: _______________________________

                                            Title:


                                       24


<PAGE>







                      SCHEDULES TO ASSET PURCHASE AGREEMENT




1.7               Escrow Agreement

2.6               Specifications for New Tower Site

3.4               Licenses

3.6               Personal property

3.7               Assumed Contracts

3.8               Consents required

3.9               Trademarks; trade names; copyrights

3.10              Insurance Policy Covering Assets

31                Employee Benefit Plans

3.15              Claims; legal actions

8.2(a)            Forms of Transfer Documents

8.2(e)            Opinion of Seller's General and FCC Counsels

8.3(b)            Buyer's Assumption Agreement

8.3(e)            Opinion of Buyer's General Counsel



                                       25